EXHIBIT 2D
Amendment No. 2 to Plan of Merger, dated May 27, 1998,
by and between First National Community Bank and
First National Community Interim Bank.
AMENDMENT No. 2
TO
PLAN OF MERGER
THIS AMENDMENT, made as of this 27th day of May, 1998, to that certain Plan
of Merger, dated March 12, 1997 (the "Plan"), as amended on December 17, 1997,
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 June 30, 1998;
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 December 31, 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: /s/ J. Xxxxx Xxxxxxxx
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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
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Xxxxxx X. Xxxx
/s/ J. Xxxxx Xxxxxxxx
--------------------------------
J. Xxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxx
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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
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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
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Xxxxxx X. Xxxx
/s/ J. Xxxxx Xxxxxxxx
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J. Xxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Directors of First National Community
Interim Bank, Lackawanna County,
Pennsylvania
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF LACKAWANNA :
On this 27, May, 1998, 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, 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. Xxxxxxxx
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(Seal of Notary) Notary Public, Lackawanna County
My commission expires:Aug. 7, 0000
XXXXXXXXXXXX XX XXXXXXXXXXXX :
: SS.
COUNTY OF LACKAWANNA :
On this 27, May, 1998, 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, 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. Xxxxxxxx
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(Seal of Notary) Notary Public, Lackawanna County
My commission expires: Aug 7, 1999
