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MERIDIAN INTERSTATE BANCORP INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

May 15, 2014



Item 1.01 Entry Into a Material Definitive Agreement

On May 9, 2014, Meridian Bancorp, Inc., a Maryland corporation (the "Company"), Meridian Interstate Bancorp, Inc., a Massachusetts corporation ("Old Meridian"), Meridian Financial Services, Incorporated (the "MHC") and East Boston Savings Bank entered into an Agency Agreement with Sterne, Agee & Leach, Inc. ("Sterne Agee"), who will assist in the marketing of the Company's common stock during its stock offering.

For its services in the subscription and community offerings, Sterne Agee will receive a fee of 0.75% of the aggregate purchase price of all shares of common stock sold by the Company in the subscription and community offerings. No fee will be payable to Sterne Agee with respect to shares purchased by officers, directors, trustees, corporators, employees or their immediate families and shares purchased by our tax-qualified and non-qualified employee benefit plans, and no sales fee will be payable with respect to shares being exchanged by stockholders of Old Meridian for shares of the Company in connection with the MHC's mutual-to-stock conversion.

In the event a syndicated or firm commitment underwritten offering is conducted, the Company will pay fees of 5.0% of the aggregate purchase price of all shares of common stock sold in the syndicated or firm commitment underwritten offering to Sterne Agee, who will serve as sole book-running manager, and any other broker-dealers included in the syndicated or firm commitment underwritten offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-194454) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 9, 2014.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit Description 1.1 Agency Agreement dated May 9, 2014, by and among the Company, Old Meridian, the MHC and East Boston Savings Bank and Sterne Agee (exhibits omitted)



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