EXHIBIT 4.2
FORM OF
NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1998 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
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Name of Optionee Social Security Number
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Street Address
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City State ZIP Code
This Stock Option Agreement is intended to set forth the terms and
conditions on which an Stock Option has been granted under the New Hampshire
Thrift Bancshares, Inc. 1998 Stock Option Plan. Set forth below are the
specific terms and conditions applicable to this Stock Option. Attached as
Exhibit A are its general terms and conditions.
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Option Grant (A) (B) (C) (D) (E)
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ISO or NQSO
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Grant Date:
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares*
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Exercise Price Per Share*
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VESTING
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Earliest Exercise Date*
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Option Expiration Date*
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*Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
By signing where indicated below, the Company grants this Stock Option upon the
specified terms and conditions, and the Optionee acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound
by the terms and conditions set forth herein.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. OPTIONEE
By
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Name:
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Title:
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INSTRUCTIONS: This page should be completed by or on behalf of the Plan
Administrators. Any blank space intentionally left blank should be crossed out.
An option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
EXHIBIT A
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NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1998 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
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GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. If indicated, and only if
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indicated, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue Code of
1986. Options granted to outside directors will not be incentive stock options.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the Optionee
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shall have the right to purchase all or any portion of the optioned Common Stock
at any time during the period ("Option Period") commencing on the Earliest
Exercise Date and ending on the earliest to occur of the following dates:
(i) the last day of the ten-year period commencing on the Grant
Date;
(ii) the last day of the three-month period commencing on the date of
the Optionee's termination of service with the Company other than for
death, permanent and total disability within the meaning of section
22(e)(3) of the Code ("Disability") or Termination for Cause (as defined in
any service agreement with the Company) or if the Optionee dies or becomes
permanently disabled within three (3) months after his or her termination
of service, the last day of twelve-month period commencing on the date of
death of the date of Disability;
(iii) the last day of the twelve-month period commencing on the date
of the Optionee's termination of service with the Company by reason of
death or Disability;
(iv) the date the Optionee ceases to provide services for the Company
due to a Termination for Cause;
(v) if the option is an incentive stock option and if, as of the
date of this grant, the Optionee owns Common Stock comprising more than 10%
of the total combined voting power of all classes of stock of the Company,
the last day of the five-year period commencing on the Grant Date.
(b) Upon the termination of the Optionee's service with the Company,
any Option granted hereunder for which the Earliest Exercise Date has not
occurred is deemed forfeited.
SECTION 3. EXERCISE PRICE. During the Option Period, the Optionee
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shall have the right to purchase all or any portion of the Optioned Common Stock
at the Exercise Price per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time during
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the Option Period provided by section 2, exercise his right to purchase all or
any part of the optioned Common Stock then available for purchase; provided,
however, that the minimum number of shares of optioned Common Stock which may be
purchased shall be one hundred (100) or, if less, the total number of shares of
optioned Common Stock then available for purchase. The Optionee shall exercise
such right by:
(a) giving written notice to the Plan Administrator, in the form
attached hereto as Appendix A; and
(b) delivering to the Plan Administrator full payment of the
Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of New Hampshire Thrift Bancshares, Inc., (ii) in Shares duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by the Optionee and having a fair market value equal to the Exercise
Price, such fair market value to be determined in such manner as may be provided
by the Plan Administrator or the Administrator or as may be required in order to
comply with or conform to the requirements of any applicable laws or
regulations, or (iii) in a combination of (i) and (ii). In the event that an
Optionee shall exercise his or her option in whole or in part with Common Stock
previously acquired
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through the exercise of an incentive stock option, all such shares shall have
been held by the Optionee for the applicable periods provided by section 422(a)
of the Code prior to their tender to the Company in the exercise of such option.
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As soon as
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is practicable following the date on which the Optionee has satisfied the
requirements of section 4, the Plan Administrators shall take such action as is
necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that have been purchased. The
Optionee shall have no right to vote nor have any other rights with respect to
optioned Common Stock, prior to the date as of which such optioned Common Stock
are transferred to the Optionee on the stock transfer records of the Company,
and no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which such transfer is effected. The
obligation of the Company to deliver Common Stock under this Agreement shall, if
the Plan Administrators so request, be conditioned upon the receipt of a
representation as to the investment intention of the Optionee to whom such
Common Stock is to be delivered, in such form as the Plan Administrator shall
determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which Common Stock may then be listed, or (b) the
completion of such registration or other qualification under any state or
federal law, rule or regulations as the Plan Administrators shall determine to
be necessary or advisable.
SECTION 6. RESTRICTIONS ON GRANT AND SALE. (a) In the case of an
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incentive stock option, if, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as of the
date of the grant) of Common Stock subject to an option which first become
available for purchase during such calendar year, and (ii) equals the Fair
Market Value (determined as of the date of grant) of Common Stock subject to any
other Stock Options and previously granted to the same Optionee which first
become exercisable in such calendar year, then that portion of the Common Stock
subject to such options which causes the sum of (i) and (ii) to exceed $100,000
shall be deemed to be Common Stock granted pursuant to a non-qualified option,
with the same terms as the option or options intended to be an incentive stock
option;
(b) Except with the prior written approval of the Plan
Administrator, no individual shall dispose of Common Stock acquired pursuant to
the exercise of an incentive stock option until after the later of (i) the
second anniversary of the date on which the incentive stock option was granted,
or (ii) the first anniversary of the date on which the incentive stock option
was acquired; in effect, there is a one year holding period from the time of
exercise until the time of sale.
SECTION 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the event
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of any merger, consolida tion, or other business reorganization in which the
Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the option granted hereunder and the Exercise Price per
share of such option shall be adjusted in accordance with section 8.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
the option granted hereunder shall be accelerated and/or adjusted in accordance
with section 8.3 of the Plan.
SECTION 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
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Agreement nor any action of the Board or Plan Administrators with respect to
this Agreement shall be held or construed to confer upon the Optionee any right
to a continuation of service with the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
SECTION 9. TAXES. Where any person is entitled to receive shares
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pursuant to the exercise of the Option granted hereunder, the Company shall have
the right to require such person to pay to the Company the amount of any tax
which the Company is required to withhold with respect to such shares, or, in
lieu thereof, to retain, or to sell without notice, a sufficient number of
shares to cover the amount required to be withheld.
SECTION 10. NOTICES. Any communication required or permitted to be
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given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
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(a) If to the Plan Administrators:
New Hampshire Thrift Bancshares, Inc.
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▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Administrator of New Hampshire Thrift Bancshares,
Inc.
Stock Option Plan
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(b) If to the Optionee, to the Optionee's address as shown in the
Company's personnel records.
SECTION 11. RESTRICTIONS ON TRANSFER. The option granted hereunder
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shall not be subject in any manner to anticipation, alienation or assignment,
nor shall such option be liable for or subject to debts, contracts, liabil
ities, engagements or torts, nor shall it be transferable by the Optionee other
than to Family Members or Non-profit Organizations by will or by the laws of
descent and distribution. During the lifetime of the Optionee, the option
granted hereunder shall be exercisable only by him.
SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall inure to
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the benefit of and shall be binding upon the Company and the Optionee and their
respective heirs, successors and assigns.
SECTION 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in the
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Agreement, words used in the singular may be read in the plural, words used in
the plural may be read in the singular, and words importing the masculine gender
may be read as referring equally to the feminine or the neuter. Any reference
to a section shall be a reference to a section of this Agreement, unless the
context clearly indicates otherwise. Capitalized terms not speci fically
defined herein shall have the meanings assigned to them under the Plan.
SECTION 14. GOVERNING LAW. This Agreement shall be construed,
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administered and enforced according to the laws of the State of New Hampshire
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal law.
SECTION 15. AMENDMENT. This Agreement may be amended, in whole or in
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part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written agreement between the Company and the
Optionee.
SECTION 16. PLAN PROVISIONS CONTROL. This Agreement and the rights
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and obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. By signing this Agreement, the
Optionee acknowledges receipt of a copy of the Plan.
SECTION 17. CHANGE IN CONTROL. In the event (i) of a "change in control"
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as defined in the Plan or (ii) an agreement is reached for the dissolution,
liquidation, reorganization, merger, combination, consolidation or sale or
transfer of assets or stock in which provision is not made in the transaction,
prior to the receipt of regulatory approval of such transaction, for the
continuance of the Plan and for the assumption of options theretofore granted or
the substitution for those options of new options covering the stock of a
successor corporation or a parent or subsidiary thereof, the Optionee (or that
person's estate or a person who acquired the right to exercise the option from
the Optionee by bequest or inheritance) shall be entitled, to purchase, in whole
or in part, the full number of shares of Common Stock granted hereunder which he
or she would otherwise have been entitled to purchase during the remaining
Option Period and without regard to any otherwise applicable exercise
restrictions set forth herein.
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APPENDIX A TO STOCK OPTION AGREEMENT
NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1998 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
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USE THIS NOTICE TO INFORM THE PLAN ADMINISTRATOR ADMINISTERING THE NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1998 STOCK OPTION PLAN
("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(THE "COMPANY") PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED
("OPTION RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION
AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR
MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: NEW HAMPSHIRE THRIFT BANCSHARES, INC., ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ATTENTION: PLAN ADMINISTRATOR. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE
FOLLOWING THE DATE THIS NOTICE IS RECEIVED BY THE COMPANY, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE").
EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE PLAN.
THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THE AGREEMENT.
OPTION INFORMATION Identify below the Option that you are exercising by providing the following information from the Stock Option
Agreement.
NAME OF OPTION RECIPIENT: _____________________________________________________
OPTION GRANT DATE: ____________________, __________ EXERCISE PRICE PER SHARE: $_________.____
(Month and Day) (Year)
EXERCISE PRICE Compute the Exercise Price below and select a method of payment.
TOTAL EXERCISE PRICE ________________ x $__________.______ = $_______________
(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
[_] I enclose a certified check, money order, or bank draft payable to the order of
Falmouth Bancorp, Inc. in the amount of $
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[_] I enclose Shares duly endorsed for transfer to the Company with all stamps attached
and having a fair market value of $
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[_] I hereby request that the Committee cancel the number of Shares covered by my Stock Option
Agreement with the Company having a fair market value of $
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Total Exercise Price $
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ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased pursuant to section
2 above be issued to the following person(s) in the amount specified below:
Name and Address Social Security No. No of Shares
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WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock Options only. Beneficiaries and Outside Directors
should not complete.
I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the
Shares to be issued to me pursuant to this Notice, but that I may request the Company to retain or sell a sufficient number of
such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in the following
manner [check one]:
[_] With a certified or bank check that I will deliver to the Committee on the day after the
Effective Date of my Option exercise.
[_] With the proceeds from a sale of Shares that would otherwise be distributed to me.
[_] Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are not binding on the Committee, and that the Committee
will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date. I
further understand that the Committee may request additional information or assurances regarding the manner and time at which I
will report the income attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal
amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax and legal counsel (and not the Company) regarding
S H the application of all laws --particularly tax and securities laws -- to the transactions to be effected pursuant
I E to my Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes
G R that may become due upon the sale (including a sale pursuant to a "cashless exercise") or other disposition of
N E Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such
income will be reportable.
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Signature Date
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Address
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INTERNAL USE ONLY
Received [check one]: [_] By Hand [_] By Mail Post Marked
_______________________________
Date of Post ▇▇▇▇
By
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Authorized Signature Date of Receipt
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▇▇▇▇▇▇▇▇ ▇ TO STOCK OPTION AGREEMENT
NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1998 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
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GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who may exercise Options outstanding to you at the time of
your death.
NAME OF PERSON
MAKING DESIGNATION SOCIAL SECURITY NUMBER - -
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BENEFICIARY Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class
DESIGNATION (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you,
the shares of each remaining Beneficiary in the same class (primary or contingent) shall be
increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the
right to change or revoke this designation at any time prior to my death:
Name Address Relationship Birthdate Share
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Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to
receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death as to all outstanding Options:
Name Address Relationship Birthdate Share
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Total = 100%
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S H I understand that this Beneficiary Designation shall be effective only if properly completed and
I E received by the Corporate Secretary of New Hampshire Thrift Bancshares, Inc. prior to my death, and
G R that it is subject to all of the terms and conditions of the Plan. I also understand that an
N E effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding
Options.
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Your Signature Date
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INTERNAL USE ONLY
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This Beneficiary Designation was received by the Corporate Secretary of New Comments
Hampshire Thrift Bancshares, Inc. on the date indicated.
By
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Authorized Signature Date
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Date of Receipt
