BANK PLAN OF MERGER
THIS BANK PLAN OF MERGER ("Plan of Merger") dated July 28, 1998, is by and
between PATRIOT BANK, a Pennsylvania- chartered bank ("Patriot Bank"), and FIRST
LEHIGH BANK, a Pennsylvania-chartered bank ("FL Bank").
BACKGROUND
1. Patriot Bank is a Pennsylvania bank and a wholly-owned subsidiary of
Patriot Bank Corp., a Delaware corporation ("Patriot"). The authorized capital
stock of Patriot Bank consists of 10,000,000 shares of common stock, par value
$1.00 per share ("Patriot Bank Common Stock"), of which at the date hereof 1,000
shares are issued and outstanding, and 2,000,000 shares of preferred stock, none
of which are outstanding.
2. FL Bank is a Pennsylvania bank and a wholly-owned subsidiary of First
Lehigh Corporation, a Pennsylvania corporation ("FL"). The authorized capital
stock of FL Bank consists of 10,500 shares of common stock, par value $20.00 per
share ("FL Bank Common Stock"), of which at the date hereof 10,500 shares are
issued and outstanding.
3. The respective Boards of Directors of Patriot Bank and FL Bank deem the
merger of FL Bank with and into Patriot Bank, pursuant to the terms and
conditions set forth or referred to herein, to be desirable and in the best
interests of the respective corporations and their respective shareholders.
4. The respective Boards of Directors of Patriot Bank and FL Bank have
adopted resolutions approving this Plan of Merger. The respective Boards of
Directors of Patriot and FL have adopted resolutions approving an Agreement
dated July __, 1998 (the "Agreement") between Patriot and FL, pursuant to which
this Plan of Merger is being executed by Patriot Bank and FL Bank.
AGREEMENT
In consideration of the premises and of the mutual covenants and agreements
herein contained, and in accordance with the applicable laws and regulations of
the Commonwealth of Pennsylvania, Patriot Bank and FL Bank, intending to be
legally bound hereby, agree:
ARTICLE I
MERGER
Subject to the terms and conditions of this Plan of Merger and in
accordance with the applicable laws and regulations of the Commonwealth of
Pennsylvania, on the Effective Date (as that term is defined in Article V
hereof): FL Bank shall merge with and into Patriot Bank; the separate existence
of FL Bank shall cease; and Patriot Bank shall be the surviving corporation
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(such transaction referred to herein as the "Merger" and Patriot Bank, as the
surviving corporation in the Merger, referred to herein as the "Surviving
Bank"). The name of the Surviving Bank shall be "Patriot Bank" and it shall have
its home office at High and Hanover Streets, Xxxxxxxxx, Xxxxxxxxxxxx 00000.
ARTICLE II
ARTICLES OF INCORPORATION AND BYLAWS
On and after the Effective Date, the Articles of Incorporation and Bylaws
of Patriot Bank, as in effect immediately prior to the Effective Date, shall
automatically be and remain the Articles of Incorporation and Bylaws of the
Surviving Bank, until altered, amended or repealed.
ARTICLE III
BOARD OF DIRECTORS AND OFFICERS
3.1 Board of Directors. On and after the Effective Date, the directors of
the Surviving Bank shall consist of the directors of Patriot Bank duly elected
and holding office immediately prior to the Effective Date. Directors shall be
elected annually and shall hold office until their successors are elected and
qualified. The names and residence addresses of the directors are:
Name Residence Address
---- -----------------
Xxxxx X. Xxxxx 00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxx X. Xxxxxxx 000 Xxx Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxxx X. Xxxx 0000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxx X. Xxxxx 000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx 000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx X. Major 0000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxx, Xx. 0000 Xxxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
3.2 Officers. On and after the Effective Date, the officers of the
Surviving Bank shall consist of the officers of Patriot Bank duly elected and
holding office immediately prior to the Effective Date.
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ARTICLE IV
CONVERSION OF SHARES
4.1 Stock of Patriot Bank. Each share of Patriot Bank Common Stock issued
and outstanding immediately prior to the Effective Date shall, on and after the
Effective Date, continue to be issued and outstanding as a share of common stock
of the Surviving Bank.
4.2 Stock of FL Bank. Each share of FL Bank Common Stock issued and
outstanding immediately prior to the Effective Date, and each share of FL Bank
Common Stock issued and held in the treasury of FL as of the Effective Date, if
any, shall, on the Effective Date, be cancelled, and no cash, stock or other
property shall be delivered in exchange therefor.
ARTICLE V
EFFECTIVE DATE OF THE MERGER
The Merger shall be effective on the date on which articles of merger
executed by Patriot Bank and FL Bank are filed with the Secretary of State of
the Commonwealth of Pennsyl vania, unless a later date is specified in such
articles (the "Effective Date").
ARTICLE VI
EFFECT OF THE MERGER
6.1 Separate Existence. On the Effective Date: the separate existence of FL
Bank shall cease; and all of the property (real, personal and mixed), rights,
powers, duties and obliga tions of FL Bank shall be taken and deemed to be
transferred to and vested in the Surviving Bank, without further act or deed, as
provided by applicable laws and regulations.
ARTICLE VII
CONDITIONS PRECEDENT
The obligations of Patriot Bank and FL Bank to effect the Merger shall be
subject to (i) the approval of this Plan of Merger by Patriot and FL in their
capacities as the sole share holder of Patriot Bank and FL Bank, respectively,
(ii) receipt of approval of the Merger from the Federal Deposit Insurance
Corporation, the Pennsylvania Department of Banking and any other applicable
regulatory authority, (iii) receipt of any necessary approval to operate the
main office of FL Bank and the branch offices of FL Bank as offices of the
Surviving Bank and (iv) the consummation of the merger of FL into Patriot
pursuant to the Agreement on or before the Effective Date.
ARTICLE VIII
TERMINATION
This Plan of Merger shall terminate upon any termination of the Agreement
in accordance with its terms.
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ARTICLE IX
AMENDMENT
Subject to applicable law, this Plan of Merger may be amended, by action of
the respective Boards of Directors of the parties hereto, at any time prior to
consummation of the Merger, but only by an instrument in writing signed by duly
authorized officers on behalf of the parties hereto.
ARTICLE X
MISCELLANEOUS
10.1 Extensions; Waivers. Any of the terms and conditions of this Plan of
Merger may be waived at any time by whichever of the parties hereto is, or the
sole shareholder of which is, entitled to the benefit thereof by a written
instrument signed by a duly authorized officer of such party.
10.2 Notices. Any notice or other communication required or permitted under
this Plan of Merger shall be given, and shall be effective, in accordance with
the provisions of Section 7.06 of the Agreement.
10.3 Captions. The headings of the several Articles and Sections herein are
inserted for convenience of reference only and are not intended to be part of,
or to affect the meaning or interpretation of, this Plan of Merger.
10.4 Counterparts. For the convenience of the parties hereto, this Plan of
Merger may be executed in several counterparts, each of which shall be deemed
the original, but all of which together shall constitute one and the same
instrument.
10.5 Governing Law. This Plan of Merger shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, Patriot Bank and FL Bank have caused this Bank Plan of
Merger to be executed by their duly authorized officers and their corporate
seals to be hereunto affixed on the date first written above.
PATRIOT BANK CORP.
By
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Xxxxxx X. Major,
President and Chief Executive Officer
FIRST LEHIGH BANK
By
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Xxxx X. XxXxxxxx,
Chairman of the Board
and Acting President
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