PORT FINANCIAL CORP S-1

S-1

FORM S-1

EX-1.1

ENGAGEMENT LETTER DATED 5/19/1999

EX-1.2

FORM AGENCY AGREEMENT

EX-2.1

PLAN OF CONVERSION AND STOCK ISSUANCE

EX-3.1

ARTICLES OF ORGANIZATION

EX-3.2

BYLAWS OF PORT FINANCIAL CORP.

EX-3.3

AMENDED AND RESTATED CHARTER OF CAMBRIDGE

EX-3.4

AMENDED AND RESTATED BYLAWS OF CAMBRIDGE

EX-4.3

FORM OF STOCK CERTIFICATE OF PORT FINANCIAL

EX-5.1

FORM OF OPINION OF THACHER PROFFITT

EX-8.1

FORM OF OPINION OF THACHER FEDERAL TAX

EX-8.3

LETTER FROM RP FINANCIAL

EX-10.1

FORM OF EMPLOYEE STOCK OWNERSHIP

EX-10.2

FORM OF ESOP RESTORATION PLAN

EX-10.3

FORM OF EMPLOYMENT AGREEMENT, JAMES KEEGAN

EX-10.4

FORM OF EMPLOYMENT AGREEMENT, JANE LUNDQUIST

EX-10.5

FORM OF TRUST AGREEMENT UNDER CAMBRIDGEPORT

EX-10.6

FORM 0F 1999 NONQUALIFIED PENSION PLAN

EX-10.7

FORM OF DIRECTORS EMERITUS CONSULTATION

EX-10.8

FORM OF OFFICERS' DEFERRED COMPENSATION

EX-10.9

SEVERANCE AGREEMENT BETWEEN SANDRA M. UHLIG

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.2

CONSENT OF ARTHUR ANDERSEN LLP

EX-23.3

CONSENT OF RP FINANCIAL

EX-27

FINANCIAL DATA SCHEDULE