EXHIBIT 2.4
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Exhibit A
ARTICLES OF COMBINATION
AND
BANK MERGER AGREEMENT
These Articles of Combination and Bank Merger Agreement ("Bank Merger
Agreement") are made and entered into this __ day of ___, 1998 between St. Xxxx
Federal Bank For Savings, a federal savings bank ("St. Xxxx Bank"), and Xxxxxxx
National Bank, a National banking association ("Xxxxxxx Bank").
WITNESSETH
WHEREAS, St. Xxxx Bancorp, Inc., a Delaware corporation ("St. Xxxx"),
and Xxxxxxx Bancorporation, Inc. a Delaware corporation ("Xxxxxxx Corp."), have
entered into an Agreement and Plan of Merger, dated as of March 15, 1998 (the
"Agreement");
WHEREAS, pursuant to the Agreement, St. Xxxx will acquire Xxxxxxx
Corp., and immediately cause the merger of Xxxxxxx Bank with and into St. Xxxx
Bank, with St. Xxxx Bank emerging as the surviving bank;
WHEREAS, St. Xxxx Bank has ____ shares of common stock outstanding,
$__ par value per share, and Xxxxxxx Bank has ______ shares of common stock
outstanding, $__ par value per share; and
WHEREAS, all of the issued and outstanding shares of common stock of
St. Xxxx Bank, and all of the issued and outstanding shares of common stock of
Xxxxxxx Bank, have been voted in favor of the merger of Xxxxxxx Bank with and
into St. Xxxx Bank.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Agreement, the parties
hereto do mutually agree, intending to be legally bound, as follows:
ARTICLE 1
DEFINITIONS
Except as otherwise provided herein, the capitalized terms set forth
below shall have the following meanings:
1.1 "BANK MERGER" shall refer to the merger of Xxxxxxx Bank with and into
St. Xxxx Bank as provided in Section 2.1 of this Bank Merger Agreement.
1.2 "EFFECTIVE TIME" shall mean the date and time at which the merger
contemplated by this Bank Merger Agreement becomes effective as provided in
Section 2.2 hereof.
1.3 "MERGING BANKS" shall collectively refer to Xxxxxxx Bank and St. Xxxx
Bank.
1.4 "OTS" shall mean the Office of Thrift Supervision.
1.5 "SURVIVING BANK" shall refer to St. Xxxx Bank as the surviving bank in
the Bank Merger. The location of the home office and other offices of the
Surviving Bank shall be as set forth at Annex 1 hereto.
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ARTICLE 2
TERMS OF THE BANK MERGER
2.1 THE BANK MERGER
(a) Subject to the terms and conditions set forth in the Agreement
at the Effective Time, Xxxxxxx Bank shall be merged with and into St. Xxxx Bank
pursuant to 12 U.S.C. (S)(S) 214a, 214c, 215c, 1467a(s), 1815(d)(3) and 1828(c),
12 C.F.R. (S)5.33(g) and Section 552.13 of the rules and regulations of the OTS.
St. Xxxx Bank shall be the Surviving Bank in the Merger and shall continue to be
regulated by the OTS.
(b) As a result of the Bank Merger, (i) each share of common stock,
par value $__ per share, of Xxxxxxx Bank issued and outstanding immediately
prior to the Effective Time shall be canceled and (ii) each share of common
stock, par value $__ per share, of St. Xxxx Bank issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding and
shall constitute the only shares of capital stock of the Surviving Bank issued
and outstanding immediately after the Effective Time.
(c) Upon the Effective Time, all assets and property of the Merging
Banks shall immediately, without any further act, become the property of the
Surviving Bank to the same extent as they were the property of the Merging
Banks, and the Surviving Bank shall be a continuation of the entity that
absorbed the Merging Banks. All rights and obligations of the Merging Banks
shall remain unimpaired, and the Surviving Bank shall, upon the Effective Time,
succeed to all those rights and obligations.
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2.2 EFFECTIVE TIME
The Bank Merger shall become effective as of the date specified in the
endorsement of this Bank Merger Agreement, as the Articles of Combination, by
the Secretary of the OTS. The Bank Merger shall not be effective until after
the Merger (as defined in the Agreement), and unless and until approved by the
OTS and all other "Regulatory Authorities" as contemplated by the Agreement,
including the "Commissioner."
2.3 NAME OF THE SURVIVING BANK
The name of the Surviving Bank shall be "St. Xxxx Federal Bank For
Savings."
2.4 CHARTER
On and after the Effective Time, the charter of St. Xxxx Bank shall be
the charter of the Surviving Bank, unless and until amended in accordance with
applicable law.
2.5 BY-LAWS
On and after the Effective Time, the by-laws of St. Xxxx Bank shall be
the by-laws of the Surviving Bank.
2.6 DIRECTORS AND OFFICERS
On and after the Effective Time, until changed in accordance with the
charter and by-laws of the Surviving Bank the directors and officers of the
Surviving Bank shall be the directors of St. Xxxx Bank immediately prior to the
Effective Time. The directors and officers of the Surviving Bank shall hold
office in accordance with the charter and by-laws of the Surviving Bank. The
number, names and residence addresses, and terms of directors of the Surviving
Bank are as set forth at Annex 2 hereto.
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2.7 SAVINGS ACCOUNTS
The savings accounts of the Surviving Bank issued after the Effective
Time shall be issued on the same basis as savings accounts had been issued by
St. Xxxx Bank prior to the Bank Merger.
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ARTICLE 3
MISCELLANEOUS
3.1 AMENDMENTS
To the extent permitted by law, this Bank Merger Agreement may be
amended by a subsequent writing signed by the parties hereto upon the approval
of both boards of directors of the parties hereto.
3.2 SUCCESSORS
This Bank Merger Agreement shall be binding on the successors of St.
Xxxx Bank and Xxxxxxx Bank.
3.3 COUNTERPARTS
This Bank Merger Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
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In accordance with the procedures set forth in the rules and
regulations of the OTS and other applicable law, St. Xxxx Bank and Xxxxxxx Bank
have caused this Bank Merger Agreement to be executed by their duly authorized
representatives on the date indicated.
ST. XXXX BANK
ATTEST:
By: By:
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Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, Title: Chairman and
General Counsel and Chief Executive Officer
Corporate Secretary
The Board of Directors of St. Xxxx Bank:
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Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx Xxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx Xxxx X. Xxxxxx, O.P.
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Xxxx X. Xxxxx
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XXXXXXX BANK
ATTEST:
By: By:
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Name: Name:
Title: Title:
The Board of Directors of Xxxxxxx Bank:
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ANNEX 1
Offices of St. Xxxx Bank after the Bank Merger
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At the Effective Time of the Bank Merger, St. Xxxx Bank will have the
following offices:
Location of Home Office:
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0000 X. Xxxxx Xxx.
Xxxxxxx, Xxxxxxxx 00000-0000
Location of Other Offices
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ANNEX 2
Directors of St. Xxxx Bank after the Bank Merger
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At the Effective Time of the Bank Merger, St. Xxxx Bank will have __
directors, the names, residence addresses and terms of whom are as follows:
NAME AND ADDRESS Term Expires
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The foregoing Articles of Combination have been filed with the
Corporate Secretary of the Office of Thrift Supervision, and endorsed pursuant
to Section 552.13(j) of the Rules and Regulations for Federal Associations (12
C.F.R. (S) 552.13(j)), to be effective at ___ p.m. on ___, 1998.
OFFICE OF THRIFT SUPERVISION
DEPARTMENT OF THE TREASURY
By:
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