ML20043E981

Forwards Info on Owner Participation & Owner Trustee in United Illuminating Co Sale/Leaseback Transaction, Consisting of Sec Form 10K & Citicorp 1989 Annual Rept.

ML20043E981
Person / Time
Site:	Seabrook
Issue date:	06/06/1990
From:	Feigenbaum T PUBLIC SERVICE CO. OF NEW HAMPSHIRE
To:	NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
Shared Package
ML20043E982	List: ML20043E981 ML20043E985
References
NYN-90121, NUDOCS 9006140063
Download: ML20043E981 (36)

Text

New Hampshire Tod C. Feigenboom Senior Vice President and

- - - - Chief Operating C$cer NYN- 90121 June 6, 1990

' United States Nuclear Regulatory Commission Washington, DC 20555 Attention: Document Control Desk

References:

(a)- Facility Operating License No. NPF-86, Docket No. 50-443 (b) NYN-90097, dated April 23 1990, ' Application to Amend Facility Operating License No. NPF-86 With Regard to Sale and Leaseback Transactions By The United Illuminating Company,' T.C. Felgenbaum to NRC Document Control Desk (c) NYN-90101, dated April 26, 1990, ' Additional Information Related to Proposed Amendment,' T.C. Feigenbaum to NRC Document Control Desk

Subject:

Information on Owner Participant and Owner Trustee In The United Illuminating Company's Sale / Leaseback Transaction Gentlemen:

On April 23, 1990, New Hampshire Yankee (NHY) submitted a proposed

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amendment to the Facility Operating License No. NPF-86 regarding the sale and leaseback of a portion of The United Illuminating Company's-(UI) ownership share in Seabrook Station Unit 1 (Reference (b)). Additional information, primarily related to an amplification of the significant hazards consideration, was subsequently forwarded to the NRC in Reference (c). In the April 23rd submittal, NHY committed to provide the NRC with information concerning the Owner Trustee and the Owner Participant (equity investor) as soon as it was available.

UI has now determined that Meridian Trust Company (which is an indirect, wholly-owned subsidiary of Meridian Bancorp Inc.) will be the Owner Trustee for the transaction, and a directly or indirectly wholly owned

-subsidiary of Citicorp will be the initial Owner Participant. The precise entity to become the Ownet Participant and be responsible for the initial equity investment of approximately $40 million will be designated by Citicorp shortly before the closing, based upon then current tax considerations.

Information as to Meridian Trust Company required by 10 CFR 50.33(a)-

(d):is enclosed herewith, together with the 1989 Annual Report on Form 10-K of Meridian Bancorp. Inc. and the First Quarterly Report on Form 10-Q of Meridian Bancorp, Inc.

9006140063 900606 '

PDR I

ADOCK 05000443 PDC pk

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New Hompshire Yankee Division of Public Service Company of New Hampshire ,

P.O. Box 300

• Seabrook, NH 03874

• Telephone (603) 474 9521 l

jl United States Nuclear Regulatory Commission June 6, 1990 Attention: Document Control Desk Page 2 I

Information as to Citicorp which will be the parent of the owner Participant is also enclosed herewith, consisting of its 1989 Annual Report. L We will also inform you when the required approvals are obtained from the Connecticut Department of Public Utility Control and the New Hampshire Public Utility Commission. After the license amendment issues NHY will continue to comply with its requirements for notification to the NRC in writing prior to any changes in the terms and conditions of this transaction, including the names of any new equity investor.

Very truly yours, hf6 <A A?

Ted C. Feigenbaum TCF:JBH/ssi i

Enclosure cc Mr. Thomas T. Martin Regional Administrator United States Nuclear Regulatory Commission Region I a 475 Allendale Road k King of Prussia, PA 19406 Mr. Noel Dudley NRC Senior Resident inspector P.O. Box 1149-Seabrook, NH 03874 Mr. George L. Iverson, Director Office of Emergency Management State Office Park 3outh 107 Pleasant Street Concord, NH 03301 e

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United States Nuclear Regulatory Commission June 6, 1990 l Attention Document Control Desk Page 3 1

STATE OF NEW HAMPSHIRE Rockingham, ss. June 6, 1990 ,i Then personally appeared before me, the above-named Ted C. Feigenbaum,  ;

being duly sworn, did state that he is Senior Vice President & Chief Operating Officer of the New Hampshire Yankee Division of Public Service Company of New Hampshire, that he is duly authorized to execute and file the foregoing .

information in the name and on the behalf of New Hampshire Yankee Division of l the Public Service Company and that the statements therein are true to the best of his knowledge and belief.

3 outh b b ObkouMO Beverly E. S$110way, Notary Public Hy Commission Expires February-28, 1995 j i

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ENCLOSURE 1 i.

Enclosure to NYN-90121 Information Required by 10 CFR 50.33(a),

(b). (c) and (d) on Owner Trustee (a) Name Meridian Trust Company (b) Address: 35 North 6th Street (c) Description of Business: Meridian is a wholly-owned subsidiary of Meridian Asset Management Inc., and is organized for the sole purpose of acting as a trustee to corporations, governments and institutions in financial transactions such a leveraged leases, sale and leaseback transactions and corporate and municipal bond issuances.

(d) (1) N/A (Meridian is not an individual)

(2) N/A (Meridian is not a partnership)

(3) (i) Meridian is a trust company organized under the laws of the Commonwealth of Pennsylvania.

(ii) Meridian's principal place of business is in Reading, Pennsylvania.

(iii) Names, addresses and citiaenship of principal officers and directors:

Name & Titig Address Citizenship Robert C. Williams, 35 North 6th St. U.S.

President, Chief Reading, PA 19601 Executive Officer, and Director D. E. Briedegam, Jr., 35 North 6th St. U.S.

Director Reading,.PA 19601 N. P. Conger, 35 North 6th St. U.S.

Director Reading, PA 19601 E. S. Ketchum, 35 North 6th St. U.S.

Director Reading, PA 19601 S. D. Klein, Jr., 35 North 6th St. U.S.

Director Reading, PA 19601 Sar..uel A. McCullough, 35 North 6th St. U.S.

Director Reading, PA 19601 1

5 Wallace A. Pies, 35 North 6th St. U.S.

Direc',or Reading, PA 19601 D. G. Ruffer, 35 North 6th St. U.S.

Director Reading PA 19601 T. L. Troupe, 35 North 6th St. U.S.

Director Reading, PA 19601 (iv) Heridian is not owned, controlled or dominated by an alien, a foreign corporation, or a foreign government.

(4) Heridian is acting as owner trustee for the sole benefit of the investor participant in the UI sale and leaseback transaction.

Meridian will, pursuant to a trust agreement, purchase and hold legal title to an undivided interest in Seabrook Station Unit i for the benefit of the investor participant. As such trustee, Meridian will be the lessor of that undivided interest pursuant to a Facility Lease with UI, as lessee.

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SECURITIES AND EXCHANCE COMMISSION Washington, DC 20549 FORM 10 0 (X) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 1990 or

[ ) Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to No. 0 12364 (Commission File Number)

MERIDI AN BANCORP. INC.

(Exact Name of Registrant as Specified in its Charter)

PENNSYLVANIA 23 223752o (State of Incorporation) (IRS Employer ID Number) 35 NORTH SIXTH STREET. READING 'PA 11kQ1

(Address of. Principal Executive Offices) (Zip Code)

(215) 320 2500 (Registrant's Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such. reports) and (2) has been subject'to such filing

-requirements for the past 90 cays. Yes X No Number of Shares Outstanding as of March 31, 1990 COHMON STOCK ($5 Par Value) 40.414.317

, (Title of Class) (Outstanding Shares)

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MERIDIAN RANCORP. INC.

FORM 10 0 For the Quarter Ended March 31, 1990

( Contents LL ,

PART 1 - FINANCIAL INFORMATION Item 1. Financia1' Statements F, i g Consolidated Balance' Sheets as of March 31, 1990 and

! March 31 and December 31, 1989

(: , Consolidated Statements of Income for-the Three Month- *

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Periods-Ended March 31, 1990 and 1989 Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 1990 and 1989 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations p Management's Discussion and Analysis of Earnings and Financial Position L PART 11 . OTHER INFOR1%TlQ1{

ltem 4. tSubmission of Matters to Vote of Security Holders Item 6._ Exhibits and Reports on Form 8.K i

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sc i. SIGNATURES  ;

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Pursuant to the' requirements of the Securities Exchange Act of 1934, the. l

'.1 registrant has duly caused this report to be. signed on its behalf by the i undersigned thereunto. duly authorized.  :

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.May 10( 1990 /s/ Michael J . Mirak. J r. l Michael J. Mitak,. Jr, -!

Senior Vice President and Controller. 4 Meridian Bancorp Inc. (Authorized Officer- l and Principal Accounting Officer)'

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Exhibit 20,1 Report to Shareholders for the Quarter Ended March 31, 1990

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F d l PART I i P ,

For the Quarter-Ended March 31, 1990 j Item 1. Financial Statements

• Incorporated by. reference is the following information contained in i Meridian Bancorp. Inc.'s Quarterly Report and Commentary, for the ,

quarter ended March 31,1990 (hereaf ter referred to as the " Quarterly i Report'): The Consolidated Financial Statements on pages 13 through 16' and the Notes to the Consolidated Financial Statements on page 17.  ;

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L Item 2. Management's Discussion and Analysis of Financial Condition and Results i L

of Operations.

Incorporated by reference is the information under the caption Management's Discussion and Analysis of Earnings and Financial _ Position on pages-6'through 12 of'the Quarterly Report.

I PART II  ;

Item 4. Submission of Matters to Vote of Security Holders The: 1990 Annual Meeting of Stockholders (the " Meeting") of the Company was held on April 24, 1990. Notice of the Meeting was mailed to stockholders on or about

-March 26, 1990, . together with proxy solicitation materials prepared in accordance with Section l'4 (a) of-the Securities Exchange Act of 1934, as amended, and the  ;

regulations promulgated thereunder.  ;

The Meeting was held for the following purposes:

b 1. to elect six class I directors to hold office for three years from the date of election and until their successors are elected and qualified -

(Matter No. 1);

2. to_ consider and act upon a proposal to amend the Meridian Bancorp, Inc.

Stock Option Plan to increase the number of authorized shares of common stock issuable under the Plan from 1,500,000 shares to 3,500,000 shares (Matter No~. 2);

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3. to ratify the appointment by the Company's Board of Directors of KPMG Peat Marwick as the Company's independent auditors for the fiscal year ending December 31, 1990 (Matter No, 3); and

4. to consider and act upon a stockholder proposal to provide for cumulative voting in the election of directors (Matter No. 4).

There was no-solicitation in opposition to the nominees of the Board of_ Directors

'for election to the Board of Directors and all such nominees were elected.

corporation subject to supervision by the Delaware State Bank Commissioner and I the Federal Deposit Insurance Corporation, First Pike, as a national bank, is a member of the Federal Reserve System snd is subject to supervision and regulation by the Comptroller of the currency.

Under Pennsylvania law, effective March 5, 1990, the Registrant is permitted to control an unlimited number of banks in Pennsylvania. Also, effective March 5, 1990, Pennsylvania law permits Pennsylvania bank holding companies to expand into any state in the United States or the District of Columbia the laws of which allow such expansion.

On August 9, 1989, the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") was signed into law. Although the more significant provisions of FIRREA relate to promoting the economic viability of thrift institutions through more stringent capital requirements and changes to the regulatory' structure for such institutions, the legislation also contains provisions that directly affect banks and bank holding companies. First, FIRREA abolished the Federal Savings and Loan Insurance Corporation and required the FDIC to establish two separate funds, the Bank Insurance Fund

("BIF") to insure banks and the Savings Association Insurance Fund ("SAIF") to insure savings and loan associations. As a result of FIRREA, annual insurance premiums for BIF and SAIF members will increase over the next two years.

Second, FIRREA amended the Bank Holding Company Act of 1956 to permit bank holding companies to acq' tire thrif t institutions; prior to FIRREA, bank holding companies were permitted to acquire only failing thrift institutions.

FIRREA also abolished the restrictions on tandem operations of acquired thrif t institutions and the in state preference for acquisitions of failing thrif ts.

Finally, FIRREA enhanced the authority of bank regulators by increasing the authority of the FDIC to deal with the entire structure of a bank holding b

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company. Commonly controlled depository institutions may be liable to the FDIC if an affiliated depository institution fails, and the FDIC's interests are placed ahead of the holding company's stockholders.

Legislation has been introduced in Congress, from time to time, that would repeal portions of the Class Steagall Act, which forbids commercial banks from underwriting corporate securities and certain municipal securities.

There is no active consideration by Congress of such proposed legislation at this time. In lieu of new legislation regarding the Class Steagall Act, bank holding companies and national banks have received limited authority to underwrite and deal in certain securities through orders issued by the Federal Reserve Board and the Comptroller of the Currency. The Registrant is continuously evaluating whether it can and should avail itself of these limited approvals regarding securities powers. In this regard, the Registrant's various subsidiaries and divisions that engage in customer securities activities were restructured organizationally in the fourth quarter of 1988 to centralize control of all such activities (except for those under the direction of MAM and its subsidiaries) in anticipation of the possible expansion of securities trading and underwriting powers.

Competition Meridian Bank, Delaware Trust, and First Pike compete with numerous other banking.and financial institutions in their respective markets.

Commercial banks, savings and loan associations and credit unions actively i compete for savings and time deposits and for many types of loans. Such institutions, as well as an undetermined number of consumer finance companies, investment counseling firms, insurance companies, stock brokerage firms, money market funds, equipment leasing companies and corporate trustees, in addition to retailers of goods and services who offer consumer credit, may be  ;

considered major competitors of Heridian Bank, Delaware Trust and First Pike with respect to one or more of the services they offer.

Pennsylvania law permits a Pennsylvania bank holding company (such as the Registrant) to expand by acquiring banks located in any state of the United States or the District of Columbia the laws of which allow such ,

expansion. Also, effective March 5, 1990, bank holding companies located in l another state are permitted by Pennsylvania law to acquire banks and bank holding companies in Pennsylvania, but only if the other state has enacted reciprocal legislation. " Reciprocal" legislation generally means legislation that permits Pennsylvania bank holdirg companies to acquire banks in such states and permits bank holding companies in those states to acquire Pennsylvania banks. Prior to Marqh 5, 1990, such reciprocity was limited by Pennsylvania law to eight neighboring states and the District of Columbia. As a result, the Registrant expects the operating environment for Pennsylvania-based financial institutions to become increasingly competitive.

Additionally, the manner in which banking institutions conduct their operations may change materially as the activities in which bank holding companies and their banking and nonbanking subsidiaries are permitted to engage increase and funding and investment alternatives continue to broaden, although the long-range effects of these changes cannot be predicted, with reasonable certainty, at this time. These changes most probably will further narrow the differences and intensify competition between and among commercial banks, thrif t institutions and other financial service companies, i

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4 The marketplace continues to see intense competition from financial institutions and nonbanks for deposits, credit and associated services.

Further deregulation is expocted to open up opportunities for new product offerings that will replaco and complement existing product lines. The ,

ability of the Registrant and its subsidiaries to remain competitive with such other financial institutions offering similar services will depend upon how successfully the Registrant can respond to the rapidly evolving competitive, regulatory, technological, and demographic developments which affect its operations.

Employees As of December 31, 1989, the Registrant and its subsidiaries employed 6,644 persons on a full time equivalent basis. The Registrant and its subsidiaries provide a ful) range of employment benefits and consider their relationships with their employees to be excellent.

ITEM 2. PROPERTIES As of December 31, 1989, the Registrant, or a subsidiary of the Registrant, owned 104 properties in fee and leased 310. The properties owned in fee were at such date subject to liens, encumbrances or collateral assignments amounting in the aggregate to approximately $10,246,000. In addition, in connection with the purchase of certain assets and the assumption of certain liabilities of the former Hill Financial Savings Association in October 1989, Meridian Bank acquired fee title to an additional 28 branches and ascumed leases with respect to an additional four branches in February 1990.

The principal office of the Registrant and of Meridian Bank is owned in fee and is located at 35 North Sixth Street, Reading, Pennsylvania 19601. The principal office of Delaware Trust is leased and located at 900 Market Street Hall, Wilmington, Delaware 19899. The principal office of First Pike is owned in fee and is located at 224 Broad Street, Milford, Pennsylvania 18337.

Meridian Bank and First Pike presently have branches located in the following Pennsylvania counties: Adams, Berks, Bucks, Chester, Cumberland, Dauphin, Delaware, Franklin, Juniata, Lancaster, i.ebanon, Lehigh, Montgomery, Northampton, Perry, Philadelphia, Pike and Schuylkill. In addition to its branches, Meridian tank and First Pike presently own or lease a total of 193 automated teller machines located throughout their thirteen county market area, of which 67 are " free standing" (not located at a branch). Delaware Trust has branches located in the following Delaware counties: Kent, New Castle, and Sussex. In addition to automated teller machines at each of its branches, Delaware Trust operates 50 automated teller machines, of which seven are " free standing."

The principal office of Meridian Title and American Title Insurance Company is located at 1101 Brickell Avenue, Miami, Florida 33131. Meridian Title and American Title have offices located in the following states:

Alabama, Arizona, California, Connecticut, Delaware, Florida, Georgia, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, Pennsylvania, Texas, Virginia, and Wisconsin.

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L The principal office of Meridian Mortgage Corporation is located at 2 Devon Square aayne, Pennsylvania 19087. Meridian Mortgage has other offices lor .ced in Delaware, New Jersey and Pennsylvania, suring 1988, Meridian Properties, Inc. commenced construction of a mu' .istory operations facility on a tract near Reading, Pennsylvania. Total

.osts of the project, which was completed during the first quarter of 1990, are estimated to be approximately $70,000,000. The project is expected to be sold to and leased back from an unrelated third party.

ITEM 3. IICAL PROCEEDINCS Incorporated by reference is the information appearing under Note 10

" Commitments and Contingencies" to the Registrant's " Consolidated Financial Statements" appearing at page 58 of the Annual Report to Stockholders for the year ended December 31, 1989 (the " Annual Report").

1 TEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY ll0LDERS None.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT Certain information, including principal occupation cEring the past five years, relating to each executive officer of the Registrant is set forth below:

Principal Occupation Name Ar.e For Last Five Years Samuel A. McCullough 51 Chairman and Chief Executive Officer, Registrant since February 1988; prior thereto, President and Chief Executive Officer, Registrant since June 1983; also, Chairman and Chief Executive Officer, Meridian Bank.

Ezekiel S. Ketchum 54 President and Chief Operating Officer, Registrant since February 1988, prior thereto, Vice Chairman, Registrant since September 1984; also, President and Chief Operating Officer, Meridian Bank.

Terry L. Troupe 42 Vice Chairman, Registrant since October 1989; prior thereto, Vice Chairman, Treasurer and Chief Financial Offleer, Registrant since February 1985; also, Vice Chairman, Meridian Bank.

David E. Sparks 45 Vice Chairman and Chief Financial Officer, Registrant since January 1990; prior thereto, Executive Vice President, Midlantic Corporation from 1984.

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Russell J. Kunkel 47 Vice Chairman, Registrant since February 1985; prior thereto, Executive Vice President, Registrant; also, Vice Chairman, Merid.ian Bank.

Robert C. Williams 55 President and Chief Executive Officer, Meridian Asset Management Inc. since February 1985; prior thereto, Executive Vice President, Registrant and Meridian Bank (or its predecessor American Bank and Trus t Co . of Pa. ) .

John F. Porter, III 55 Chairman, President and Chief Executive Officer, Delaware Trust Company since July 1988; prior thereto, President.

Delaware Trust company.

Craig G. Ford 60 Croup Executive Vice President, Registrant since January 1988; prior thereto, Executive Vice President, Registrant since December 1987; prior  ;

thereto, Executive Vice President, Mellon Bank.

Paul W. McCloin 42 Group Executive Vice President, Meridian Bank since January 1988; prior thereto, Executive Vice President, Registrant and Meridian Bank since July 1985.

David R. Bright 50 President, Delaware Valley Division, Meridian Bank since February 1988; prior thereto, Executive Vice President, Berks/Schuylkill Division, Meridian Bank since 1987; prior thereto, Senior Vice President, Berks/Schuylkill Division, Meridian Bank (or its predecessor, American Bank and Trust Co. of Pa.)

since 1985.  !

Thomas P. Dautrich 41 President, Susquehanna Valley Division, Meridian Bank since February, 1990; prior thereto, Executive Vice President, Registrant from December 1989;-prior thereto, Senior Vice President, Registrant and Meridian Bank from 1986; prior thereto, Senior Vice President, Peoples National Bank of Lebanon from 1984.

Bruce C. Kilroy 40 President, Lehigh Valley Division, Meridian Bank since February 1988; prior thereto, Senior Vice President,  !

Registrant since February 1986; prior I 9

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e thereto, Senior Vice President The First National Bank of Allentown (a predecessor of Meridian Bank).

Glenn E. Moyer 38 President Berks/Schuylkill Division.

Meridian Bank since February 1988; prior thereto, Senior Vice President, Delaware Valley Division, Meridian Bank (or its predecessor, American Bank and Trust Co.

of Pa.).

David D. Hoffman 51 Executive Vice President and Controller, Registrant since 1985.

Wayne R. Huey, Jr. 45 Executive Vice President, Registrant and Meridian Bank since January 1988; prior thereto, President Lehigh Valley Division, Meridian Bank since April 1986; prior thereto, President of The First National Bank of Allentown (a predecessor of Meridian Bank).

Richard E. Meyers 43 Executive Vic President, Registrant since 1983; a.so, Executive Vice President, Meridian Bank (or its predecessor, Central Penn National Bank).

P. Sue Miller 36 Executive Vice President, Regist. ant and Meridian Bank since July 1989; prior thereto, Senior Vice President, Registrant and Meridian Bank.

Chester Q. Moste11er 36 Executive Vice President, Registrant and Meridian Bank since December 1989; prior thereto, Senior Vice President, Registrant and Meridian Bank.

Robert J. Unruh 43 Executive Vice President, Registrant and Meridian Bank since February 1985.

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• 1 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND REIATED STOCKHOLDER MATTERS ,

Shares of the Registrant's Common Stock are traded nationally in the over the counter market under the symbol MRDN and are quoted on the NASDAQ National Market System. Incorporated by reference is Table 41 " Price Range of Common and Preferred Stock" on page 45 of the Annual Report. Incorporated by reference is Table 42 " Summarized Quarterly Financial Data for 1989 and 1988" on page 47 of the Annual Report, which presents quarterly dividends per common share for 1989 and 1988. As of March 15, 1990, the Registrant had approximately 22,000 stockholders of record holding the Registrant's Common Stock.

ITEM 6. SELECTED FINANCIAL DATA Incorporated by reference is the selected financial data appearing on page 26 of the Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Incorporated by reference is the information under the headings "Clossary of Financial Terms" on pages 24 and 25 of the Annual Report and

" Management's Discussion and Analysis of Earnir.gs and Financial Position" on pages 26 through 47 of the Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Incorporated by reference is the following information included in the Annual Report: (1) with respect to financial statements, the " Consolidated Financial Statements" appearing on pages 48 through 59 of the Annual Report, and (2) with respect to supplementary information, Table 42 " Summarized Quarterly Financial Data for 1989 and 1988" on page 47 of the Annual Report.

The report of the independent auditors is included on page 60 of the Annual Report and is incorporated herein by reference.

ITEM 9. CHANCES IN AND DISACREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.

PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Incorporated by reference is the following information included in the Proxy Statement relating to the Registrant's Annual Meeting of Stockholders to be held on April 24, 1990 (the " Proxy Statement"), filed by the Registrant with the Securities and Exchange Commission: with respect to the directors of the Registrant, the section captioned " Election of Directors; General" on pages 5_through 12 of the Proxy Statement. Information regarding executive !

officers of the Registrant is presented in Part I, Item 4A of this Form 10 K.

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ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference is the information included in the Proxy Statement under the headings " Election of Directors; Cash Compensation Paid to Directors and Executive Officers" on pages 13 and 14 of the Proxy Statement, and " Election of Directors; Compensation Paid Pursuant to Plans" on pages 15 through 24 of.the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated by reference is the following information included in the Proxy Statement: (1) with respect to shares owned by certain beneficial owners, the section captioned " General; Principal Stockholders" on pages 2 through 4 of the Proxy Statement and (2) with respect to shares owned by directors and officers, the section captioned " Election of Directors; Ceneral" on pages 5 through 12 of the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated by reference is the information included in the Proxy Statemant under the heading " Election of Directors: Certain Transactions" on pages 24 and 23 of the Proxy Statement.

PART IV ITEM 14. EXHIBITS, FINANCIA1. STATEMENT SCHEDULES AND REPORTS ON FORM 8.K The following documents are filed as part of this report:

A.1, Financial Statements (listed under Item S)

(a) Meridian Bancorp. Inc. and Subsidiaries Management's Statement of Responsibility for Financial Information Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 4 Opinion of Independent Auditors

2. All financial schedules are omitted because they are not applicable, the data are not significant or the required information is shown in the Annual Report. (The information that would be shown in Meridian Bancorp.

Inc.'s (Parent Company Only) Statements of Changes in Stockholders' Equity is identical to the information supplied in the Consolidated Statements of Changes in Stockholders' Equity which appears on page 50 of the Annual Report.)

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3. Exhibits (numbered as in Item 601 of Regulation S K)

(3.1) Articles of Incorporation of Meridian Bancorp, Inc. , as amended, incorporated herein by reference to Exhibit 3.1 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1988.

(3.2) By laws of Meridian Bancorp, Inc., incorporated herein by reference to Exhibit 3.2 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1987. =

(4.1) Agreement to furnish instruments defining the rights of g holders of lon5* term debt of Meridian Bancorp, Inc. and its consolidated subsidiaries incorporated herein by reference to Exhibit 4(1) to Annual Report on Form 10.K of the Registrant for the juar ended tecesber 31, 1985.

7 (9) Voting Trust Agreeinent (none) . e Lease Agreement dated as of April 15, 1980, between Berks

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(10.1)

County Industrial Development Authority and Meridian Properties, Inc., incorporated herein by reference to Exhibit 10.1 to American Bancorp, Inc. Registration Statement No. 2 71168 on Form S 1.

(10.2) Cuaranty dated as of April 15, 1980, of Meridian Bank (then American Bank and Trust Co. of Pa.) to Girard Bank, as Trustee, incorporated herein by reference to Exhibit 10.2 of American Bancorp, Inc. Registration No. 2 71168 on Form S 1.

(10.3) Supplemental Executive Retirement Plan of Central Penn National Bank (included herein).

(10.4) Meridian Bancorp Inc. Executive Annual Incentive Plan, as revised in January,1987, incorporated herein by reference to Exhibit 10.7 of the Annual Report.on Form 10 K of the Registrant for the year ended December 31, 1986.

(10,5) Heridian Bancorp, Inc. Retirement Restoration-Plan incorporated herein by reference to Exhibit 10.11 of Registration Statement No. 2 89534 on Form S 3.

(10.6) Meridian Bancorp, Inc. Stock Option Plan, as amended on March 26, 1987, incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986. ,

(10.7) Meridian Bancorp, Inc. Stock Apprecia-lon Rights Plan, incorporated herein by reference to Exhibit 10.10 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1987.

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,,,.i.,,..-.,,,,-...-,;,i7'.l-1 s (10.8) Meridian Bancorp. Inc. Directors' Deferred Compensation Plan dated July 1, 1983, incorporated herein by reference to ,

Exhibit 4(xviii) to the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1984.

(10.9) Lease of The First National Bank of Allentown building dated August 6,1984, as amended by First Amendment to Lease dated September 25, 1984, incorporated by reference to Exhibit 10(xix) to the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1984, i

(10.10) Term Loan Agreement dated as of January 29, 1986 among Irving Trust Company, Meridian Bancorp. Inc. and Meridian Mortgage Corporation, incorporated herein by reference to Exhibit 10(xvi) to the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1985.

(10.11) Amendment to Term Loan Agreement among Irving Trust Company, Maridien Ban:orp. Inc. and Meridian Mortgage Corporation dated as of January 15, 1988, incorporated by reference to Exhibit 10.14 of the Annual Report on Form 10 K of the Registrant for the year ended 1987.

(10.12) Form of Deferred Compensation Agreements entered into on January 12, 1987 between Meridian Bancorp, Inc. and Samuel A. McCullough and Richard P. Hoverter, incorporated by reference to Exhibit 10.20 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

(10.13) Form of Directors' Deferred Compensation Agreement, incorporated by reference co Exhibit 10.21 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

(10.14) Termination Agreement between Meridian Bancorp Inc. and Samuel A. McCullough dated as of July 1,1986, incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

(10.15) Termination Agreement between Meridian Bancorp, Inc. and Ezekiel S. Ketchum dated as of July 1,1986, incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

(10.16) Termination Agreement between Meridian Bancorp, Inc. and Terry L. Troupe dated as of July 1,1986, incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

14

e (10.17) Termination Agreement between Meridian Bancorp, Inc. and Russell J. Kunkel dated as of July 1,1986, incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10 K

. of the Registrant for the year ended December 31, 1986.

(10.18) Termination Agreement between Meridian Bancorp Inc. and Robert C. Williams dated as of July 1,1986, incorporated by reference to Exhibit 10.26 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

(10.19) Meridian Bancorp, Inc. Supplemental Salary Reduction Plan adopted as of January 12, 1987, incorporated by reference to Exhibit 10.28 of the Annual Report on Form 10 K of the Registrant for the year ended December 31, 1986.

(10.20) Meridian Bancorp, Inc. Supplemental Executive Retirement Plan adopted as of January 1,1987, incorporated by reference to Exhibit 10.29 of the Annual Report on Form 10 K of the Registrant for the yonr ended December 31, 1986.

(10.21) Rights Agreement dated as of July 25, 1989 between Meridian Bancorp, Inc. and Meridian Trust Company, incorporated by reference te Exhibit 4 of the Current Report on Form 8 K of the Registrant dated August 11, 1989.

(10.22) Purchase and Assumption Agreement dated October 13, 1989 between Resolution Trust Corporation, Receiver of Hill Financial Savings Association and Meridian Financial Savings Association, F.A., incorporated by reference to Exhibit 1 of the Current Report on Form 8 K of the Registrant dated October 27. 1989.

(11) Statement regarding Computation of Per Share Earnings (not i applicable).

(12) Statement regarding Computation of Ratios (not applicable).

(13) Annual Report to Security Holders (filed as part of this Annual Report on Form 10 K).

(18) Letter regarding Change in Accounting Principles (not applicable).

(19) Previously Unfiled Documents (none).

(22) List of Subsidiaries of the Registrant (included herein).

(23) Published Report Regarding Matters Submitted to a Vote of Security Holders (none).

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.(24) . Consent of Peat Marwick Main & Co. (included herein).

-(25) -Power of Attorney (none).

(28)' Additional Exhibits (none).

(29) Information from reports furnished to state insurance regulatory authorities (not applicable).

8.1 Reporcs on Forn 8.K.

Meridian filed a Current Report on Forn 8 K on October 30 L989.,

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)

e SICNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MERIDIAN BANCORP, INC.

/s/ Samuel A. McCullounh Samuel A. McCullough, Chairman and Chief Executive Officer Date: March 27, 1990 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature, Title Date

/s/ Samuel A. McCu11eugh Chairman, Chief Executive March 27, 1990 Samuel A. McCullough Officer and Director (Principal Executive Officer)

/s/ David E. Sparks ,

Vice Chairman and Chief March 27, 1990 David E. Sparks Financial Officer (Principal Financial Officer)

/s/ David D. Hoffman Executive Vice President and March 27, 1990 David D. Hoffman Controller (Principal Accounting Officer)

/s/ John H. Austin, Jr. Director March 27, 1990 John H. Austin, Jr.

Director March 27, 1990 Delight E. Breidegam, J r.

/s/ Harry Corless Director March 27, 1990 Harry Corless

/s/ Julius W. Erving Director March 27, 1990 Julius W. Erving

/s/ Fred D. Hafer Director March 27, 1990 Fred D. Hafer

/s/ Joseph H. Jones Director March 27, 1990 Joseph H. Jones

/s/ Ezekiel S. Ketchum Director March 27, 1990 Ezekiel S. Ketchum

4

/s/ Sidney D. Kline. Jr. Director March 27, 1990 Sidney D. Kline, Jr.

/s/ Charles H. Norris. Jr. Director March 27, 1990 Charles H. Norris, Jr.

/s/ Richard M. Palmer Director March 27, 1990 Richard M. Palmer Ls/ Daniel H. Polett Director March 27, 1990 Daniel H. Polett Director March 27, 1990 Lawrence R. Pugh Director March 27, 1990 Paul R. Roedel

/s/ Da'vid C. Ruffer Director March 27, 1990 David G. Ruffer

/s/ Wilmer R. ,S:hultz _ Director March 27, 1990 Wilmer R. Schult:

/s/ Robert B. Seidel Director March 27, 1990 Robert B. Seidel Director March 27, 1990 Judith M. von Seldeneck

/s/ Harold F. Still . Jr. Director March 27, 1990 Harold F. Still, Jr.

/s/ George Strawbridge. Jr. Director March 27, 1990 George Strawbridge, Jr.

/s/ Anita A. Summers Director March 27, 1990 Anita A. Summers

s- :

1.,

Exhibit 10.3 4

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yU?2LEMENTAL EXECUTIVE RETIREMENT PLAN se Y ~

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FOR CERTAIN REY MANAGEMENT EMPLOYEES , 4~

OF CENTRAL PENN NATIONAL BANK "F) cl P~*~ i' 1, PURPOSE  !

The purpose of this Plan is to provide a Supplemental Pensien to certain key mana;ement employees of Central Penn i

National Bank (Bank) in order to permit and encourage each of them to retire on or before his Normal Retirement Date (as defined in the Central Penn National Eank Employees' Pension and Retire-ment Plan (" Pension Plan")), with a competitive and equitable  !

retirement income for participant end the surviving spouse. Not only would this smooth out certain distortions arising frem'the application of Bank's basic Pensien Plan, but it would provide a valuable toc 1 to manage. ment should it become necessary, in the I future, to go outside the bank to hire members of senior manage-ment, such persons presumably being in mid-career.

2. ELIGIBILITY Key management employees of Bank (including employees who are Officers and/or Directors), selected by the Compensation and Administration Comnittee of Bank's Board of Directors, shall be

• ligible to receive a . Supplemental Pension under the Plan. The decision of the Co=mittee in all matters involving eligibility for benefits shall be final. Each eligible employee shall be required to execute a Supplemental Pension Agreement with the Bank, substantially in the form attached hereto as Exhibit A.  !

In no event shall an employee who is not entitled to benefits under the Pensien Plan be eligible to receive a Supple-mental Pension. .

3. BENEFITS Subj e ct to certain conditions hereinafter set forth, each partic.ipant in the Plan , upon retirement from Bank, shall be paid l

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tr.nually a Supplemental Pension equal to the lesser of (a) 20%-

o ofiparticipant's Final Average Compensation (as defined in the

= Pension Plan) ; or- (b) an amount which, when added to the total of:

. (1) the retirement income participant will actually receive pursuant to the retirement benefit

.g option selected under the Pension Plan and the ce'" o

.x pension plan of any previous employer;

1. c (2) the retirement income , if any, participant will-7 receive directly from 3ank under any employment

,g.h . , 7s'

- 'qu #4 contract, other than this contract; and (3) particip' ant's Social Security pension , calculated as of the~ date of participant 's retirement ,

will equal in the aggregate 66-2/3% of participant's Final Average Compensatien.

Each participant shall be permitted to elect any for= of retirement benefit available under the Pension Plan.

-4. PAYdENT OF BENEFITS The Supplemental Pension shall be paid monthly , coincident with the payment of benefits under the Pension Plan.

5. DEATH BENEFITS Upon the death of a participan; who is receiving a Supplemental Pension, the Supplemental Pension shall continue to be paid to participant 's Surviving Spouse for life. For purposes of the Plan, " Surviving Spouse" shall mean the person to whom participant is married at the time of participant's retirement ,

or at 'the time of participant's death, if participant dies before retirement. The term does not include a common law spouse, If participant dies while in active service.with Bank, the Supplemental Pensien shall be calculated as if participant had retired on the date of death and had elected a j oint and survivor option under the Pensien Plan which would pay the Surviving Spouse a benefit ecual to the benefit which would have been payable to participant. Such Supplemental Pension, if any ,

shall be paid to Surviving Spouse for life, except that no such Supplemental Pensitn shal'_ be paid unle33 partic' ant his attained l

45 years of age and 10~ years of Credited. Service (as defined in

, .the Pension Plan) at time of death.

'6. COUDITIONS The Supplemental Pension provided hereunder shall be paid-to participant and the Surviving Spouse subject- to the following conditions:

a. Subject to paragraph (b) below, particip an t ' mus t retire on' participant's Normal Retirement Date, or participant may elect to retire before such date if, at that time, j

l participant -has comoleted 20 years of Credited Service with I

~ D ank , is a t least 6C years of age, and gives the Bank at -l least six months notice of intention to retire. A partici-pant may continue employment with Bank afte'r Normal Retire-ment Date without forfeiting the Supplemental Pension only if requested to do so by Bank's Board of Directors in order to meet an emergency situation. The Board shall determine  ;

the existence and length of such an emergency. I

b. If a' participant becomes totally disabled before  !

Normal Retirement Date, the Supplemental Pension shall j commence when participant begins to receive benefits under the Pension Plan, if any.

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7. FUNDING t

This Plan shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Section

'401 of the Internal Revenue Code. Benefits under this Plan s' hall be payable' from the general assets of Bank, f

8. ADMINISTRATION This Plan shall be ad=inistered by Bank's Employees '

Pension' and Retirement Plan Committee in a manner consistent with the administraticn of 'the Pension Plan. The Cconittee's decisions in all matters involving the interpretation and application of this Plan shall be finai.

9.

A:!ENDMENT,_ OR TIPli! NATION OF- THE PLAN  !

c.

' The Loc d of Directors' of the Bank may amend the Plan from. time to time in such, respects as the Board, in its sole j udgmen t',

may deem advisable, and may terminate the Plan at any time, b,

Any such amendment or termination of the Plan shall not affect participants who have already signed Supplemental

. Pension Agreem(?ts, End such contracts shall remain in full force End effect as if this Plan had not been amended or ';

te rminat e d. ,

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1 Approved by Board of Directors September 18, 1980 4

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EXHIBIT 13 t MERIDIAN'S 1989 ANNUAL REPORT #~

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4 EXHIBIT 22 LIST OF SUBSIDIARIES OF THE RECISTRANT Name-State of Incorporation Meridian Acceptance Corporation New Jersey.

Meridian Asset Management, Inc. Pennsylvania Meridian Trust Company Pennsylvania Meridian Investment Company Pennsylvania Meridian Trust Company of California California DBS-Discount Brokerage Services, Inc. Pennsylvania Meridian-Capital Corp. Pennsylvania

-Meridian Delaware Investments. Inc. Delaware Meridian Funding Corp. Pennsylvania Meridian Leasing, Inc. Pennsylvania Meridian Life Insurance Company Arizona Meridian. Mortgage Corporation Pennsylvania Delaware Trust Company Delaware Delaware Trust Capital Management, Inc. Delaware The:First National Bank of Pike County National Banking Association located in Pennsylvania

' Limited Holdings Corporation'I Pennsylvania Limited Holdings Corporation II Pennsylvania Limited Holdings Corporation III Pennsylvania l

Limited Holdings Corporation IV Pennsylvania

- Limited Holdings Corporation V Pennsylvania 1

Meridian Bank Pennsylvania l Meridian Auto Leasing, Inc. Pennsylvania Meridian Properties, Inc.

Pennsylvania Meridian Title Insurance Company Pennsylvania Settlement Network of PA Inc. Pennsylvania American Title Insurance Company Florida i

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EXHIBIT 24 i

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9-Peat Varwick-Certified Public Accountants 1600 Market Street Philadelphia. PA 19103

'L The Board of Directors Meridian Bancorp, Inc.:

We consent to the incorporation by reference in the Registration Statements on Form S-3 (Registration No. 33-08327), Form S-3 (Registration No. 2-00192),

Form S-3 (Registration No. 2-94325), Form S-3 (Registration No. 2-92476), Form S-3 (Registration No. 2-98058), Form S-8 (Registration No. 33-14104), Porm S-8 (Registration No. 2-89466), Form S-8 (Registration No. 33-12292), Form S-8 (Registration No. 2-86348), Form S-8 (Registration No. 2-89467),' Form S-8 (Registration No. 2-89465) of Meridian Bancorp Inc. of our report dated January 17, 1990-relating to the consolidated balance sheets of Meridian i Bancorp, Inc. and its' subsidiaries as of December 31, 1989 and 1988, and the related consolidated statements of income, changes in stockholders' equity,-

and cash flows for each of the years in the three-year period ended December 31, 1989, which report appears in the December 31, 1989 annual report on Form 10-K of Meridian Bancorp, Inc.

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March 27, 1990 Philadelphia, Pennsylvania MbS

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