Exhibit 2b
AGREEMENT FOR MERGER OF
XXXXXXXXX FEDERAL SAVINGS BANK
WITH AND INTO
REPUBLIC NATIONAL BANK OF NEW YORK
(Bank Merger Agreement)
BANK MERGER AGREEMENT (the "Bank Merger Agreement") dated as of
February 29, 1996 adopted and made by and between the following
(each a "Party" and, collectively, the "Parties"): (1) Republic
National Bank of New York ("RNBNY"), a national banking
association having its main office at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, and (ii) Xxxxxxxxx Federal Savings Bank
("Xxxxxxxxx FSB"), a federally-chartered savings bank having its
principal office at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.
W I T N E S S E T H
WHEREAS, RNBNY, organized and existing under the laws of the
United States, has authorized capital stock consisting of
4,800,000 shares of Common Stock, par value $100.00 per share, of
which, at the date hereof, 3,550,000 shares are issued and
outstanding and owned by Republic New York Corporation ("RNYC"),
New York, New York;
WHEREAS, XXXXXXXXX FSB, organized and existing under the laws of
the United States, has authorized capital stock consisting of
12,000,000 shares of Common Stock, par value $1.00 per share, all
of which, at the date hereof, are issued and outstanding and owned
by Brooklyn Bancorp.
WHEREAS, the Parties and RNYC deem the merger of Xxxxxxxxx FSB
with and into RNBNY, under and pursuant to the terms and
conditions set forth or referred to herein, to be desirable and in
the Parties' best interest and in the interests of their
respective shareholders;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and intending to be legally bound
hereby, the Parties hereto do hereby agree as follows.
SECTION 01.00
BANK MERGER
Section 01.01: Subject to the terms and conditions of this Bank
Merger Agreement, on the Effective Date (as defined in Section
06.00 of this Bank Merger Agreement), Xxxxxxxxx FSB shall be
merged with and into RNBNY, pursuant to the provisions of, and
with the effect provided in, 12 U.S.C. 215c (the "Bank Merger").
Section 01.02: On the Effective Date, the separate existence of
Xxxxxxxxx FSB shall cease and RNBNY, as the surviving entity,
shall continue its existence under the title "Republic National
Bank of New York" unaffected and unimpaired by the Bank Merger,
and shall be liable for all of the liabilities of Xxxxxxxxx FSB
existing at the Effective Date (RNBNY as existing on and after the
Effective Date being hereinafter sometimes referred to as the
"RNBNY Surviving Bank").
Section 01.03: The main office of the RNBNY Surviving Bank shall
be located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
branch offices thereof shall be at the locations set forth on the
attached Schedule A.
SECTION 02.00
ARTICLES OF ASSOCIATION AND BY-LAWS
RNBNY's Articles of Association and RNBNY's By-Laws in effect
immediately prior to the Effective Date shall continue to be the
Articles of Association and By-laws of the RNBNY Surviving Bank
after the Effective Date.
SECTION 03.00
BOARD OF DIRECTORS AND MANAGEMENT
RNBNY's Board of Directors and RNBNY's Management immediately
prior to the Effective Date shall be the Board of Directors and
Management of the RNBNY Surviving Bank after the Effective Date
except that Xxxxxxx X. Xxxxxxx will be named a Vice Chairman of
RNYC and RNBNY and Xxxxxx X. Xxxxxx will be named an Executive
Vice President of RNBNY.
SECTION 04.00
CAPITAL
The shares of capital stock of RNBNY issued and outstanding
immediately prior to the Effective Date shall, on and after the
Effective Date, continue to be issued and outstanding.
SECTION 05.00
CANCELLATION OF SHARES OF XXXXXXXXX FSB
Section 05.01: On the Effective Date, each share of Xxxxxxxxx FSB
stock outstanding immediately prior to the Effective Date shall by
virtue of the Bank Merger be canceled and no cash, stock or other
property shall be delivered in exchange therefor.
Section 05.02: On the Effective Date, the stock transfer books of
Xxxxxxxxx FSB shall be closed and no transfer of stock of
Xxxxxxxxx FSB shall thereafter be made or recognized.
SECTION 06.00
EFFECTIVE DATE OF THE BANK MERGER
The Bank Merger shall be effective at the time and on the date
agreed to by the Parties, but not earlier than the time and date
upon which the Office of the Comptroller of the Currency permits
the Bank Merger to occur (the "Effective Date").
SECTION 07.00
FURTHER ASSURANCES
If at any time the RNBNY Surviving Bank shall consider or be
advised that any further assignments, conveyances or assurances
are necessary or desirable to vest, perfect or confirm in the
RNBNY Surviving Bank title to any property or rights of Xxxxxxxxx
FSB or otherwise carry out the provisions hereof, the proper
officers and directors of Xxxxxxxxx FSB, as of the Effective Date,
and thereafter the officers of the RNBNY Surviving Bank, acting on
behalf of Xxxxxxxxx FSB, shall execute and deliver any and all
proper assignments, conveyances and assurances, and do all things
necessary or desirable to vest, perfect or confirm title to such
property or rights in the RNBNY Surviving Bank and otherwise carry
out the provisions hereof.
SECTION 08.00
CONDITIONS PRECEDENT
The respective obligations of the Parties to effect the Bank
Merger as herein provided shall be subject to each of the
following, unless duly waived by the Party adversely affected or
benefited:
(a) Approval of this Bank Merger Agreement by the Parties'
respective Board of Directors, RNYC's Board of Directors, and
the respective shareholders' of the Parties;
(b) Satisfaction of the conditions set forth in this Bank
Merger Agreement.
SECTION 09.00
TERMINATION
Notwithstanding anything to the contrary contained in this Bank
Merger Agreement and notwithstanding adoption hereof by the
Parties' Board of Directors and the Parties' shareholders, this
Bank Merger Agreement may be terminated and the Bank Merger
abandoned upon the mutual agreement of the Parties.
SECTION 10.00
MISCELLANEOUS
Section 10.01: This Bank Merger Agreement may be amended and/or
supplemented at any time by mutual agreement of the Parties.
Section 10.02: The headings of the several sections herein are
inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this
Bank Merger Agreement.
Section 10.03: This Bank Merger Agreement may be executed in
several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
Section 10.04: This Bank Merger Agreement shall be governed by
and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such
jurisdiction, except to the extent federal law may be applicable.
IN WITNESS WHEREOF, the Parties, intending to be legally bound
hereby, have caused this Bank Merger Agreement to be executed by
their duly authorized officers and their corporate seals to be
hereunto affixed and attested by their officers thereunto duly
authorized, all as of the day and year first above written.
ATTEST: REPUBLIC NATIONAL BANK OF NEW YORK
/s/ Xxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
(SEAL)
ATTEST: XXXXXXXXX FEDERAL SAVINGS BANK
/s/ Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
(SEAL)
Schedule A
LIST OF BRANCHES OF RNBNY SURVIVING BANK
Manhattan:
000 Xxxxxx Xxxx
000 Xxxxxxxx
000 Xxxxxx Xxxxxx
000 Xxxxx Xxxxxx
00 Xxxxxx Xxxxxx
0000 Xxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx
00 Xxxx 00xx Xxxxxx
0000 Xxxxxxxx
000 Xxxxx Xxxxxx
0000 Xxxxxxxx
00 Xxxx Xxxxxx
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx Concourse
000 0xx Xxxxxx
000 Xxxxxxxx
000 0xx Xxxxxx
000 Xxxxxxx Xxxxxx
0 Xxxx Xxxxxx Street_
1166 Avenue of the Americas_
0000 Xxxxxxxx_
000 Xxxx 00 Xxxxxx_
120 Broadway_
000 Xxxxx Xxxxxx_
Xxxxx:
Hunts Point Co-op Market
0000 Xxxxxx Xxxxxx_
Xxxxxxxx:
000 Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxx
0000 Xxx Xxxxxxx
000 00xx Xxxxxx
0000 Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx
0000 00xx Xxxxxx
0000 00xx Xxxxxx
0000 Xxx Xxxxxxx
0000 Xxxxx Xxxxxxx
1321 Kings Xxxxxxx
000 Xxxxxxxx Xxxxxx_
1702 Avenue U_
4201 Avenue D_
0000 Xxxxxxxxx Xxxxxx_
447 86 Street_
0000 Xxxxxxxx Xxxxxxx_
0000 Xxxxx Xxxxxx_
000 Xxx Xxxxxx_
000 Xxxxxxxx Xxxxxx_
1417 Avenue U_
0000 00 Xxxxxx_
000 Xxxxx Xxxxxxx_
0000 Xxxxx Xxxxxx_
0000 Xxxxx Xxxxxxx_
Xxxxxx:
0000 00xx Xxxxxx
000-00 Xxxxxxxx Xxxxxx
000-00 Xxxxxxxx Xxxx.
64-02 108 Street, Forest Hills_
00-00 Xxxxxxx Xxxxx Xxxxxxxxx, Flushing_
00-00 Xxxxxxxx, Xxxxxxxx_
Xxxxxx:
0000 Xxxx Xxxxx Xxxx, Xxxxxxxxx_
000 Xxxx Xxxxxxx Xxxx, Xxxxxx Stream_
000 Xxxx Xxxxxxx Xxxx, Xxxxxxxx_
0000 Xxxxx Xxxxxxxx, Xxx Xxxx Xxxx_
0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxx_
0000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx_
Roosevelt Field Mall, Garden City_
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx_
0000 Xxxxx Xxxxxxxx, Xxxxx Xxx Xxxx Xxxx_
Westchester:
0000 Xxxxx Xxxxxx
Xxxxxxxx:
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxx:
0000 Xxxxxx Xxxxxx_
000 Xxxx Xxxxxx Xxxx_
000 Xxxxxxxxx Xxxxxx_
_Prior to the Effective Date a Xxxxxxxxx FSB Branch
