Exhibit 10.5


FORM OF
 EAST BOSTON SAVINGS BANK
EMPLOYEE SEVERANCE COMPENSATION PLAN


A.      Purpose.


          The primary purpose of the East Boston Savings Bank Employee Severance Compensation Plan (the “Plan”) is to ensure the successful continuation of the business of East Boston Savings Bank (the “Bank”) and the fair and equitable treatment of the Bank’s employees following a Change in Control (as defined below). 


B.       Covered Employees.


          Subject to paragraph C below, any employee of the Bank with at least one year of service as of his or her termination date shall be eligible to receive a Change in Control Severance Benefit (as defined below) if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of such date, (i) the employee’s employment with the Bank is involuntarily terminated or (ii) the employee terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position (as defined below).  


C.       Limitations on Eligibility for Change in
Control Severance Benefits or Management Restructuring
Benefits.

	
  
 
  	
  
(1)
  	
  
No employee shall be   eligible for a Change in Control Severance Benefit if (a) his or her   employment is terminated for “Cause,” (b) he or she is offered a Comparable   Position and declines to accept such position, or (c) the employee is,   at the time of termination of employment, a party to an individual employment   agreement or change in control agreement with the Bank and/or Meridian   Interstate Bancorp, Inc. (the “Company”).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
For purposes   of this Plan, a termination of employment for “Cause” shall include termination because of the employee’s   personal dishonesty, incompetence, willful misconduct, breach of fiduciary   duty involving personal profit, intentional failure to perform stated duties,   willful violation of any law, rule, or regulation (other than traffic   violations or similar offenses) or final cease-and-desist order, or material   breach of any provision of the Plan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  
For purposes of this Plan,   a “Comparable Position” shall mean a position that would (a) provide the   employee with base compensation and benefits that are comparable in the   aggregate to those provided to the employee prior to the Change in Control;   (b) provide the employee with an opportunity for variable bonus compensation   that is comparable to the opportunity provided to the employee prior to the   Change in Control; (c) be in a location that would not require the employee   to increase his or her daily one way commuting distance by more than   thirty-five (35) miles as compared to the employee’s commuting distance   immediately prior to the Change in Control; and (d) have job skill   requirements and duties that are comparable to the requirements and duties of   the position held by the employee prior to the Change in Control.
  











D.       Definitions of Change in Control.


          For purposes of this Plan, “Change in Control” means the occurrence of any one of the following events:

	
  
 
  	
  
(1)
  	
  
Merger:  The Company merges into or consolidates   with another corporation, or merges another corporation into the Company, and   as a result, less than a majority of the combined voting power of the   resulting corporation immediately after the merger or consolidation is held   by persons who were stockholders of the Company immediately before the merger   or consolidation;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
Acquisition   of Significant Share Ownership: A report on Schedule   13D or another form or schedule (other than Schedule 13G) is filed or   required to be filed under Sections 13(d) or 14(d) of the Securities Exchange   Act of 1934, if the schedule discloses that the filing person or persons   acting in concert has or have become the beneficial owner(s) of 25% or more   of a class of the Company’s voting securities, but this clause (2) shall not   apply to beneficial ownership of Company voting shares held in a fiduciary   capacity by an entity of which the Company directly or indirectly   beneficially owns 50% or more of its outstanding voting securities;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(3)
  	
  

Change in Board Composition:  During any period of two consecutive
years, individuals who constitute the Company’s Board of Directors at the
beginning of the two-year period cease for any reason to constitute at least a
majority of the Company’s Board of Directors; provided, however, that for
purposes of this clause (3), each director who is first elected by the Board of
Directors (or first nominated by the Board of Directors for election by the
stockholders) by a vote of at least two-thirds (2/3) of the directors who
were directors at the beginning of the two-year period shall be deemed to have
also been a director at the beginning of such period; or
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
Sale of   Assets:  The   Company or the Bank sells to a third party all or substantially all of its   assets.
  




E.       Determination of the Change in Control Severance Benefit.

	
   
  	
  
(1)
  	
  
The Change in Control   Severance Benefit payable to an eligible employee under this Plan shall be   determined under the following schedule:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
An eligible   employee who does not receive a benefit pursuant to paragraph (b) of this   Section shall receive a Change in Control Severance Benefit equal to the   product of (i) the employee’s years of service from his or her hire date   (including partial years) through the termination date and (ii) an amount   equal to two (2) weeks of the employee’s Base Compensation (as defined   below).  A “year of service” shall   mean each 12-month period of service following an employee’s hire date   determined without regard the number of hours worked during such   period(s).  The minimum payment to an   eligible employee under this paragraph shall be an amount equal to two (2)   weeks of Base Compensation and the maximum payment to an eligible employee   shall be an amount equal to one hundred four (104) weeks of Base   Compensation.
  




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(b)
  	
  
An eligible   employee-officer designated by the Board of Directors prior to a Change in   Control shall receive a Change in Control Severance Benefit equal to the greater of the   benefit in paragraph E(1)(a) or fifty-two (52) weeks of Base Compensation.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
The Change   in Control Severance Benefit shall be paid in a lump sum not later than five   (5) business days after the date of the employee’s termination of employment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
For purpose   of determinations under this paragraph E, “Base Compensation” shall mean:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(a)
  	
  
For salaried   employees, the employee’s annual base salary at the rate in effect on his or   her termination date or, if greater, the rate in effect on the date   immediately preceding the Change in Control.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(b)
  	
  
For   employees whose compensation is determined in whole or in part on the basis   of commission income, the employee’s base salary at termination (or, if   greater, the employee’s base salary on the date immediately preceding the   effective date of the Change in Control), if any, plus the commissions earned   by the employee in the twelve (12) full calendar months preceding his or her   termination date (or, if greater, the commissions earned in the twelve (12)   full calendar months immediately preceding the effective date of the Change   in Control).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(c)
  	
  
For hourly   employees, the employee’s total hourly wages for the twelve (12) full   calendar months preceding his or her termination date or, if greater, the   twelve (12) full calendar months preceding the effective date of the Change   in Control.
  




F.       Withholding.


          All payments will be subject to customary withholding for federal, state and local tax purposes.


G.       Parachute Payment.


          Notwithstanding anything in this Plan to the contrary, if a Change in Control Severance Benefit to an employee who is a “Disqualified Individual” shall be in an amount which includes an “Excess Parachute Payment,” taking into account payments under this Plan and otherwise, the benefit payable under this Plan shall be reduced to the maximum amount which does not include an Excess Parachute Payment.  The terms “Disqualified Individual” and “Excess Parachute Payment” shall have the same meanings as under Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision thereto.


H.       Administration.


          The Plan is administered by the Board of Directors, which shall have the discretion to interpret the terms of the Plan and to make all determinations about eligibility and payment of benefits.  All decisions of the Board of Directors, any action taken by the Board of Directors with respect to the Plan and within the powers granted to the Board of Directors under the Plan, and any interpretation by the Board of Directors of any term or condition of the Plan, are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law.  The Board of Directors may delegate and reallocate any authority and responsibility with respect to the Plan.


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I.       Source of Payments.


          Unless otherwise determined by the Board of Directors, all payments and benefits provided under this Agreement shall be paid solely by the Bank.  Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as to result in the duplication of any payment or benefit.  


J.       Inalienability.


          In no event may any Employee sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan.  At no time will any such right or interest be subject to the claims of creditors, nor liable to attachment, execution or other legal process.


K.       Governing Law.


          The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the Commonwealth of Massachusetts, except to the extent that federal law applies.


L.       Severability.


          If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.


M.       No Employment Rights.


          Neither the establishment nor the terms of this Plan shall be held or construed to confer upon any employee the right to a continuation of employment by the Bank, nor constitute a contract of employment, express or implied.  The Bank reserves the right to dismiss or otherwise deal with any employee to the same extent and on the same basis as though this Plan had not been adopted.  Nothing in this Plan is intended to alter the at-will status of the Bank’s employees, it being understood that, except to the extent otherwise expressly set forth to the contrary in an individual employment-related agreement, the employment of any employee may be terminated at any time by either the Bank or the employee with or without cause.


N.       Amendment and Termination.


          The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board of Directors, unless a Change in Control has previously occurred.  If a Change in Control occurs, the Plan no longer shall be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever.  The form of any proper amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Bank, certifying that the amendment or termination has been approved by the Board of Directors.  A proper amendment of the Plan automatically shall effect a corresponding amendment to each Participant’s rights hereunder.  A proper termination of the Plan automatically shall effect a termination of all employees’ rights and benefits hereunder.


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O.       Required Provisions.

	
  
 
  	
  
(1)
  	
  
In the event   any of the provisions of this Section P are in conflict with the terms of   this Plan, this Section P shall prevail.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
The Bank’s   Board of Directors may terminate an employee’s employment at any time, but   any termination by the Bank, other than termination for Cause, shall not   prejudice an employee’s right to compensation or other benefits under this   Plan.  An employee shall not have the   right to receive compensation or other benefits for any period after   Termination for Cause.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(3)
  	
  
Any payments   made to employees pursuant to this Plan, or otherwise, are subject to and   conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation   12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.
  




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          This plan has been approved and adopted by the Board of Directors of the Bank and is effective as of [date].

	
  
 
  	
  
 
  	
  
 
  	
  
EAST BOSTON SAVINGS BANK
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Attest: 
  	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
For the   Entire Board of Directors
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  



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