EXHIBIT 2C
Amendment to Plan of Merger, dated December 17, 1997,
by and between First National Community Bank and
First National Community Interim Bank.
AMENDMENT
TO
PLAN OF MERGER
--------------
THIS AMENDMENT, made as of this 17th day of December, 1997,
to that certain Plan of Merger, dated March 12, 1997 (the "Plan")
by and between First National Community Bank (the "Bank"), a
banking association organized under the laws of the United
States, and First National Community Interim Bank (the "Interim
Bank"), a banking association organized under the laws of the
United States (Collectively, the Bank and the Interim Bank are
referred to herein as the "Parties").
WHEREAS, the Parties desire to extend the date of
termination of the Plan, which, as currently in effect, will
automatically expire on December 31, 1997;
NOW, THEREFORE in consideration of the mutual promises set
forth herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound hereby, and intending to bind their
respective successors and assigns, mutually agree as follows:
1. Section 11 of the Plan is amended in its entirety to
read as follows:
Section 11.
This Agreement may be terminated by the unilateral action of
the Board of Directors of either participant prior to the
approval of the participant's stockholders or by the mutual
consent of the Board of Directors of both participants after the
stockholders have taken affirmative action. Time is of the
essence in this Agreement. If for any reason the transaction
contemplated herein is not consummated by June 30, 1998, this
Agreement shall terminate automatically unless extended, in
writing, by mutual action of the Boards of Directors of each
participant.
2. All remaining provisions of the Plan shall remain in
full force and effect.
3. Unless otherwise defined herein, all capitalized terms,
used in this Amendment and that are defined in the Plan shall
have the respective meanings therein ascribed to them.
IN WITNESS WHEREOF, the Parties hereto have caused this
Amendment to the Plan to be executed as of the day and year first
written above, pursuant to a resolution of its respective Board
of Directors, acting by a majority thereof.
ATTEST: FIRST NATIONAL COMMUNITY BANK
/s/ Xxxxxx X. Xxxxxxx By: J. Xxxxx Xxxxxxxx
-------------------------- -----------------------------
Xxxxxx X. Xxxxxxx, Cashier J. Xxxxx Xxxxxxxx, President
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxxx X. XxXxxxxx
------------------------------
Xxxxxxxx X. XxXxxxxx
/s/Xxxxx X. XxXxxxxx
------------------------------
Xxxxx X. XxXxxxxx
/s/Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxx
/s/ J. Xxxxx Xxxxxxxx
------------------------------
J. Xxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Directors of First National
Community Bank
Lackawanna County,
Pennsylvania
ATTEST: FIRST NATIONAL COMMUNITY
INTERIM BANK
/s/ Xxxxxx X. Xxxxxxx By:/s/ J. Xxxxx Xxxxxxxx
-------------------------- -----------------------------
Xxxxxx X. Xxxxxxx, Cashier J. Xxxxx Xxxxxxxx, President
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx, Xx.
------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxxx X. XxXxxxxx
------------------------------
Xxxxxxxx X. XxXxxxxx
/s/Xxxxx X. XxXxxxxx
------------------------------
Xxxxx X. XxXxxxxx
/s/Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxx
/s/ J. Xxxxx Xxxxxxxx
------------------------------
J. Xxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Directors of First National
Community Interim Bank,
Lackawanna County,
Pennsylvania
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF LACKAWANNA :
On this December 17, 1997, before me, a Notary Public for
the State and County aforesaid, personally came J. Xxxxx
Xxxxxxxx, as President, and Xxxxxx X. Xxxxxxx, as Cashier, of
First National Community Bank (the "Bank"), and each in his
capacity acknowledged the foregoing instrument to be the act and
deed of the Bank and the seal affixed thereto to be its seal; and
came also Xxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxxxx, Xx., Xxxxxxxx X. XxXxxxxx, Xxxxx X. XxXxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxx,
J. Xxxxx Xxxxxxxx and Xxxx X. Xxxxxx, being at least a majority
of the Board of Directors of the Bank, and each of them
acknowledged said instrument to be the act and deed of the Bank
and of himself as director thereof.
WITNESS my official seal and signature this day and year
aforesaid.
/s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
(Seal of Notary) Notary Public, Lackawanna County
My commission expires: January 8, 2001
NOTARIAL SEAL
XXXXX X. XXXXX, NOTARY PUBLIC
XXXXXXX CITY BORO., LACKAWANNA COUNTY
MY COMMISSION EXPIRES JANUARY 8, 0000
XXXXXXXXXXXX XX XXXXXXXXXXXX :
: SS.
COUNTY OF LACKAWANNA :
On this December 17, 1997, before me, a Notary Public for
the Commonwealth and County aforesaid, personally came J. Xxxxx
Xxxxxxxx, as President, and Xxxxxx X. Xxxxxxx, as Cashier, of
First National Community Interim Bank (the "Interim Bank"), and
each in his capacity acknowledged the foregoing instrument to be
the act and deed of the Interim Bank and the seal affixed thereto
to be its seal; and came also Xxxxxx X. Xxxxxxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx., Xxxxxxxx X. XxXxxxxx, Xxxxx X.
XxXxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxxxx, Xxxxxx X. Xxxx, J. Xxxxx Xxxxxxxx and Xxxx X. Xxxxxx,
being at least a majority of the Board of Directors of the
Interim Bank and each of them acknowledged said instrument to be
the act and deed of the Interim Bank and of himself as a director
thereof.
WITNESS my official seal and signature this day and year
aforesaid.
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
(Seal of Notary) Notary Public, Lackawanna County
My commission expires: January 8, 2001
NOTARIAL SEAL
XXXXX X. XXXXX, NOTARY PUBLIC
XXXXXXX CITY BORO., LACKAWANNA COUNTY
MY COMMISSION EXPIRES JANUARY 8, 2001
