1. M&A Part I: Deal Structure and Due Diligence The “Art” of a Successful M&A Strategy November 14, 2014 William Parent, President and CEO

2. Background  KPMG Senior Audit Manager with focus on Financial Services Industry  CFO Bank of Boston subsidiary Rhode Island Hospital Trust  Managing Director Corporate Strategy – Bank Boston  Managing Director & Co-Head Bank Boston Capital  Chief Investment Officer – Grail Partners  CEO Blue Hills Bank 2

3. M&A Resume  Led multiple Government assisted bank acquisitions 1990-1992  Global M&A Activities from strategy development through diligence and post closing integration in Brazil, Argentina, Uruguay and Columbia  Completed 4 traditional consolidation transactions totaling over $5 billion in assets  Divested 3 business units with over $1 billion in assets  Completed 2 transformational joint ventures  Completed major merger-of-equals transaction 3

4. Lessons Learned  Well defined strategy is critical  Strategic vs financial activities  Within the strategy, what are the core tenants  Scale vs market/product expansion  Integration and ongoing operational risks  Core financial measurements of results  Understand the fundamental realities of your company  Quality of management  Operation capacity  Organizational culture  Maintain flexibility to evolve through leadership  Operational Processes  Talent management  Culture change 4

5. Case Studies of Interest  Latin America culture shock  Transformational acquisition opportunity  Strong advocacy from local executives  “Fixing” of the math  Joint venture and the blurring of the teams  Where are the business executives  Financial investors as partners  Evaluating how to get the deal done  Mergers of Equal Don’t Exist  Every deal needs well defined leadership  Don’t avoid the tough decisions  Find compromise to advance organizational culture  Strategy and financial performance can not overcome differences on culture  Know the limits of your culture  Over analyze the impact possible transactional can have  Pure alignment of core values  Ability and willingness to accept change  Cost of success worth it?  Always good to be lucky too 5