MARCH 15TH OF THE YEAR
IMMEDIATELY FOLLOWING THE YEAR IN WHICH SUCH FEES AND EXPENSES WERE INCURRED.
10.
TERM.
THIS AGREEMENT SHALL BECOME EFFECTIVE
ON THE DATE THE EXECUTIVE COMMENCES HIS EMPLOYMENT WITH THE BANK (THE
"COMMENCEMENT DATE") AND SHALL TERMINATE UPON THE EXECUTIVE'S TERMINATION OF
EMPLOYMENT (EXCEPT TO THE EXTENT OBLIGATIONS REMAIN FOLLOWING A COVERED
TERMINATION).
11.
ACKNOWLEDGEMENT OF PUBLIC FILING
REQUIREMENTS.
THE EXECUTIVE HEREBY ACKNOWLEDGES AND AGREES THAT (I) THE
EXECUTIVE'S POSITION CONSTITUTES A "NAMED EXECUTIVE OFFICER" WITHIN THE MEANING
OF ITEM 402(A)(3) OF REGULATION S-K (OR ANY SUCCESSOR REGULATION); AND (II) THIS
AGREEMENT IS A COMPENSATORY AGREEMENT THAT THE BANK, AS A SECURITIES AND
EXCHANGE COMMISSION ("SEC") REGISTRANT, MUST FILE AND DESCRIBE IN PUBLIC FILINGS
WITH THE SEC IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS AND SEC REGULATIONS.
12.
MISCELLANEOUS.
(A)
NO MODIFICATION.
NO PROVISIONS OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION
OR DISCHARGE IS AGREED TO IN WRITING SIGNED BY THE PARTY OR PARTIES HERETO TO BE
BOUND.
(B)
NO WAIVER.
NO WAIVER BY EITHER PARTY HERETO
AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY
SHALL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT
THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME.
(C)
ENTIRE AGREEMENT.
NO AGREEMENTS OR
REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SUBJECT MATTER HEREOF HAVE BEEN MADE BY EITHER PARTY WHICH ARE NOT SET FORTH
EXPRESSLY IN THIS AGREEMENT.
(D)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING CONFLICT OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT SUCH
LAW IS PREEMPTED BY THE FEDERAL LAWS OF THE UNITED STATES.
(E)
PLEADINGS.
SECTION OR PARAGRAPH HEADINGS
CONTAINED HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE
CONSIDERED A PART OF THIS AGREEMENT.
(F)
VALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL
REMAIN IN FULL FORCE AND EFFECT.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT
ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, this Agreement is executed as of the date first written
above and is effective as of the Commencement Date.
THE EXECUTIVE:
FEDERAL HOME LOAN BANK OF BOSTON:
By:
Edward A. Hjerpe, III
Jan A. Miller
Chair, Board of Directors
By:
Mark E. Macomber
Chair, Personnel Committee of the Board of Directors
ATTACHMENT II TO OFFER LETTER
DISPOSITION OF MEMBER EQUITY INTERESTS
The Board of Directors of the Federal Home Loan Bank of Boston ("the Bank") and
Edward A. Hjerpe III agree to the following regarding the disposition of equity
interests in certain member institutions of the Bank or