EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF NOVEMBER 27, 0000 XXXXXXX
XXXXXX XXXXXXX XXXXXXX XXXX, XXXXXX XXXXXXX BANCORP, INC.
AND INTERIM HARBOR FEDERAL SAVINGS BANK
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as
of November 27, 1996, between Harbor Federal Savings Bank, a federally chartered
savings bank (the "Bank") and Harbor Florida Bancorp, Inc., a Delaware
corporation (the "Holding Company") which is wholly-owned by the Bank. Promptly
after its incorporation, Interim Harbor Federal Savings Bank ("Interim"), a
stock savings bank to be organized by the Holding Company under Federal law for
the sole purpose of consummating the reorganization provided herein, will
execute and deliver this Agreement and, thereby, become a Party hereto.
BACKGROUND
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The Board of Directors of the Bank has determined that it is in the
best interests of the Bank and its stockholders for the Bank to be reorganized
into a middle tier stock holding company form of ownership in accordance with
the terms of this Agreement as follows:
A. Upon the organization of Interim, the Holding Company will be the
sole stockholder of Interim.
B. Interim will thereafter merge into the Bank, on terms whereby the
stockholders of the Bank will exchange all of the outstanding shares of common
stock of the Bank for Shares of the Holding Company, and the Holding Company (as
the former sole stockholder of Interim) will receive all of the outstanding
shares of common stock of the Bank.
C. Whereupon, the former stockholders of the Bank will be all of the
stockholders of the Holding Company which, in turn, will own all of the
outstanding shares of stock of the Bank.
TERMS
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The parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE ONE
DEFINITIONS
The following terms used herein have the meanings specified below:
1.1 "Agreement" means this Agreement and Plan of Reorganization.
1.2 The "Bank" means Harbor Federal Savings Bank a federally
chartered savings bank organized under Federal law.
1.3 "Bank Common Stock" means the shares of $1.00 par value common
stock of the Bank.
1.4 "Effective Date" means that the date provided for in Section 8.1
on which the Merger shall become effective.
1.5 "Effective Time" means the time on the Effective Date when the
Merger shall become effective.
1.6 "Holding Company" means Harbor Florida Bancorp, Inc., a
corporation organized under Delaware law.
1.7 "Holding Company Common Stock" means the shares of $0.01 par
value common stock of the Holding Company.
1.8 "Interim" means Interim Harbor Federal Savings Bank, an interim
stock savings bank to be organized under Federal law.
1.9 "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended.
1.10 "Merger" means the merger of Interim with and into the Bank
provided for in Section 2.1 of this Agreement.
1.11 "OTS" means the Office of Thrift Supervision.
1.12 "Party" means each of the Bank, the Holding Company and Interim,
as a Party to this Agreement.
1.13 "Resulting Institution" means the Bank as the surviving Party to
the Merger,
1.14 "SEC" means the Securities and Exchange Commission.
ARTICLE TWO
MERGER OF INTERIM INTO THE BANK AND RELATED MATTERS
2.1 The Merger. On the Effective Date, Interim will merge with and
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into the Bank pursuant to the terms of this Agreement, and thereupon the
separate existence of Interim will cease. The Bank, as the Resulting
Institution, will possess all of the rights, privileges, powers and franchises,
and be subject to all the restrictions, duties and liabilities of Interim, and
all property, real, personal and mixed, and all debts due to Interim on whatever
account, shall be
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vested in the Bank, and all such property, rights, privileges, powers and
franchises, and all and every other interest of Interim shall be as effectively
the property of the Bank as they were of Interim.
2.2 Continued Existence of the Bank. Following the Merger, the
-------------------------------
existence of the Bank will continue unaffected and unimpaired by the Merger,
with all the rights, privileges, immunities and powers, and subject to all the
duties and liabilities of a savings bank organized under the laws of the United
States. The home and branch offices of the Bank will be at the location of the
home and branch offices of the Bank immediately prior to the Effective Time.
The Federal Stock Charter and bylaws of the Bank, as presently in effect, will
continue in full force and effect and shall not be changed in any manner
whatsoever by the Merger. The Bank will continue to operate immediately after
the Effective Time under its present name, "Harbor Federal Savings Bank."
2.3 Continued Business of the Bank. From and after the Effective
------------------------------
Time, the business presently conducted by the Bank will continue to be conducted
by it as a wholly-owned subsidiary of the Holding Company, subject to the
management and control of the board of directors of the Bank and, subject to
such action as the board of directors of the Bank might take hereafter, the
present officers of the Bank will continue in their present positions. It is
the Parties' intention that a continuity of operation of the Bank business and a
continuity of present management will be maintained.
2.4 Directors of the Holding Company. On the Effective Date, the
--------------------------------
directors of the Holding Company who will serve until the expiration of the
respective terms for which they were elected and until their respective
successors are elected and duly qualified will be as follows:
Name and Address Term
---------------- ----
Xxxxx X. Xxxxxxxxx, Xx. 1999
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxx 2000
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx, Xx. 1998
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx 2000
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxx X. Xxxx 1999
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
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Xxxxx X. Fee, III 2000
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 1998
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
2.5 Directors of the Bank. On the Effective Date, the directors of
---------------------
the Bank, who will serve until the expiration of the respective terms for which
they were elected and until their respective successors are duly elected and
qualified, will be as follows:
Name and Address Term
----------------
Xxxxx X. Xxxxxxxxx, Xx. 1999
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxx 2000*
000 X. Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx, Xx. 1998
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxx 2000*
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxx X. Xxxx 1999
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxx X. Fee, III 2000*
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 1998
000 X. Xxxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
* Assumes election at the 1997 Annual Meeting of Stockholders of the
Bank.
2.6 Savings Accounts. Immediately after the Effective Time, the Bank
----------------
will continue to issue savings accounts on the same basis as immediately prior
thereto.
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ARTICLE THREE
CONVERSION OF SHARES
3.1 Terms and Conditions of Merger. The manner and basis of
------------------------------
converting the shares of the Bank and Interim in the Merger will be as follows:
(a) The Bank's Common Stock.
(i) Conversion. Each share of Bank Common Stock issued
and outstanding immediately prior to the Effective Time shall
immediately and by virtue of the Merger, without any action on
the part of the Bank or the holder of such share, be converted
into and become one fully paid and nonassessable share of Holding
Company Common Stock. Such shares of Bank Common Stock shall
thereupon, without any further action on the part of the Bank, be
cancelled and retired, shall no longer be outstanding and the
number of such shares shall be restored to the number of
authorized but unissued shares of Bank Common Stock.
(ii) Stock Certificates. At any time after the Effective
Time, the holder of an outstanding certificate which prior to the
Effective Time represented shares of Bank Common Stock may
surrender the same to the Holding Company's Stock Registrar and
Transfer Agent, or to its corporate Secretary, and such holder
thereupon shall be entitled to receive, in exchange therefor, one
or more certificates representing the number of shares of Holding
Company Common Stock into which such shares of Bank Common Stock
shall have been converted. Until so surrendered, each outstanding
certificate which, prior to the Effective Time represented shares
of Bank Common Stock, shall be deemed for all purposes (including
the payment of dividends) to evidence ownership of the number of
shares of Holding Company Common Stock into which such shares of
Bank Common Stock shall have been so converted.
(iii) Satisfaction of All Rights. All shares of Holding
Company Common Stock into which shares of Bank Common Stock shall
have been converted pursuant to the Merger shall be deemed to
have been issued in full satisfaction of all rights pertaining to
such converted shares.
(iv) Sole Right, Etc. At the Effective Time, the holders
of certificates formerly representing shares of Bank Common Stock
outstanding immediately prior to the Effective Time shall cease
to have any rights with respect to Bank Common Stock and their
sole rights on and following the Effective Time shall be with
respect to the shares of Holding Company Common Stock into which
their shares of Bank Common Stock shall have been converted by
the Merger.
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(b) Holding Company Stock Owned Directly or Indirectly by the
Bank. At the Effective Time, all shares of Holding Company Common
Stock issued and outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and without any action on the part of
the Holding Company or the holder of any such share, be cancelled and
returned, shall no longer be outstanding, and the number of such
shares shall be restored to the number of authorized but unissued
shares of Holding Company Common Stock. All such shares of Holding
Company Common Stock outstanding at the date of this Agreement are
owned by the Bank.
(c) Interim Common Stock. Each share of Interim common stock
issued and outstanding immediately prior to the Effective Time shall
immediately and by virtue of the Merger, without any action on the
part of Interim or the holder of such share, be converted into and
become one fully paid and nonassessable share of Bank Common Stock,
whereupon the Holding Company as the holder of such shares of common
stock of Interim will be the holder of all of the outstanding shares
of common stock of the Bank.
3.2 The Bank's Employee Stock Benefit Programs. At the Effective
------------------------------------------
Time, the Harbor Federal Savings Bank Employee Stock Ownership Plan (the "ESOP")
shall automatically by virtue of the Merger, be continued as the Employee Stock
Ownership Plan of the Bank with its Bank Common Stock exchanged for Holding
Company Common Stock. The Harbor Federal Savings Bank 1993 Incentive Stock
Option Plan and the Harbor Federal Savings Bank Option Plan for Non-Employee
Directors (collectively, the "Option Plans") including each stock option granted
under the Option Plans outstanding and unexercised, in whole or in part,
immediately prior to the Effective Time shall, by virtue of the Merger, without
any action on the part of the Bank, the Holding Company or the holder of such
option, remain the Option Plans of the Bank with each option to purchase under
the Option Plans becoming the same number of shares of Holding Company Common
Stock, and subject to the same terms and conditions (including, but not limited
to, the exercise price), as the shares of Bank Common Stock which such holder
would then or thereafter be entitled to purchase or receive pursuant to such
option. The Harbor Federal Savings Bank Recognition and Retention Plan and
Harbor Federal Outside Directors' Recognition and Retention Plan (collectively,
the "Recognition and Retention Plans") shall automatically, by virtue of the
Merger, be continued as the Recognition and Retention Plan of the Bank with
their Bank Common Stock exchanged for Holding Company Common Stock. The Bank and
the Holding Company will amend the ESOP, the Option Plans and the Recognition
and Retention Plans to provide for stock or options granted after the Effective
Time to be granted with respect to Holding Company Common Stock in lieu of Bank
Common Stock.
3.3 Reservation or Issuance of Stock. At the Effective Time, the
--------------------------------
Board of Directors of the Holding Company shall be deemed to have reserved for
issuance or to have authorized the issuance of a number of shares of Holding
Company Common Stock, and such shares shall automatically be so reserved and so
authorized in respect of the Employee Stock Benefit Programs and options granted
thereunder mentioned in Section 3.2, equal to the number of shares of the Bank
Common Stock that the Bank had reserved for issuance and had
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authorized the issuance of in respect of such Programs immediately prior to the
Effective Time.
3.4 Employment Agreement. At the Effective Time the employment
--------------------
agreement between Xx. Xxxxx and the Bank shall remain in full force and effect
and any references in such agreements to shares of stock under any Employee
Benefit Programs of the Bank shall be deemed to apply to shares of Holding
Company Common Stock.
ARTICLE FOUR
REPRESENTATIONS AND WARRANTIES
4.1 Representation and Warranties of the Bank. The Bank represents
-----------------------------------------
and warrants as follows:
(a) The Bank Corporate Standing. The Bank is a federally
---------------------------
chartered stock savings bank organized, existing and in good standing
under the laws of the United States, and it has all requisite
corporate power, licenses and authority to own its property and to
carry on its business as now conducted.
(b) Authorized Stock of the Bank. The Bank is authorized to
----------------------------
issue 20,000,000 shares of common stock, par value $1.00 per share, of
which 4,934,454 shares are issued and outstanding, and 1,000,000
shares of preferred stock, par value $1.00 per share, of which no
shares are issued and outstanding.
(c) Financial Information of the Bank. The balance sheet of the
---------------------------------
Bank at September 30, 1995, and 1996 and the related consolidated
statements of operations, stockholders' equity and changes in
financial position have been audited by independent certified public
accountants, as contained in the 1996 Annual Report of the Bank, and
fairly present the financial condition of the Bank and the results of
its operations, as of the dates and for the periods indicated, in
accordance with generally accepted accounting principles consistently
applied. Since September 30, 1996, there has been no adverse change in
the business, assets or condition, financial or otherwise, of the
Bank, nor any damage, destruction nor loss of a material nature
affecting the business, properties or financial condition of the Bank.
(d) Legal Proceedings of the Bank. The Bank is not a party to,
-----------------------------
nor has it been threatened with, any litigation or governmental
proceedings which, if adversely decided, would have a material adverse
effect upon the transactions contemplated hereby or upon the financial
condition, regulatory capital or business of the Bank or which would
create a material liability of the Bank.
4.2 Representations and Warranties of the Holding Company. The
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Holding Company represents and warrants as follows:
7
(a) Corporate Standing of the Holding Company. The Holding
-----------------------------------------
Company is a corporation organized, existing and in good standing
under the laws of the State of Delaware and has all requisite
corporate power, licenses and authority to own its own property and to
carry on its business as now conducted.
(b) Authorized Stock of the Holding Company. The Holding Company
---------------------------------------
is authorized to issue 13,000,000 shares of common stock, par value
$0.01 per share of which 10 shares are issued and outstanding and are
owned by the Bank and 1,000,000 shares of preferred stock, none of
which are issued or outstanding.
(c) Legal Proceedings of the Holding Company. The Holding
----------------------------------------
Company is not a party to, nor has it been threatened with, any
litigation or governmental proceedings which if adversely decided
would have a material adverse effect upon the transactions
contemplated hereby or upon the financial condition, regulatory
capital or business of the Holding Company, or which would create a
material liability of the Holding Company.
(d) Interim Corporate Standing. Before the Effective Date, the
--------------------------
Holding Company will take all necessary or appropriate action to
organize and incorporate Interim in accordance with Federal law for
the sole purpose of facilitating the merger of Interim with and into
the Bank pursuant hereto, and at the Effective Time Interim will be
duly organized and existing in good standing under the laws of the
United States, will have all requisite corporate power, licenses and
authority to own its property, and carry on its business as then
conducted and all its outstanding shares of common stock will be owned
by the Holding Company.
ARTICLE FIVE
TRANSACTIONS PRIOR TO EFFECTIVE DATE
5.1 Restrictions on Certain Activities. Except as contemplated by
----------------------------------
this Agreement, prior to the Effective Time none of the Parties will, without
the prior consent of the others, do any of the following:
(a) Amend its Federal Stock Charter or Certificate of
Incorporation or bylaws, or merge into or consolidate with any other
corporation, or change in any manner the rights of its outstanding
shares of capital stock or the character of its principal business.
(b) Issue or sell, or issue options or rights to acquire, or
enter into any contract or commitment to issue or sell, any shares of
its capital stock, or subdivide or in any way reclassify any shares of
its capital stock, except for (i) shares of common stock issued under
the ESOP; (ii) options and rights which may be granted by the Bank
pursuant to its Option Plans and shares of its common stock issued
upon exercise of options; (iii) shares of common stock issued under
the Recognition and Retention
8
Plans; and, (iv) the shares of its common stock to be issued by
Interim to the Holding Company;
(c) Acquire or agree to acquire any shares of its capital stock;
(d) Make or contract for any substantial acquisition of assets
except in the ordinary course of business; or
(e) Sell, dispose of or encumber any substantial and material
property or assets, or engage in any material activity or transaction,
except in the ordinary course of business.
5.2 Stockholder Approvals. The execution and delivery of this
---------------------
Agreement has been duly authorized and approved by the Boards of Directors of
the Bank and the Holding Company. A meeting of the stockholders of the Bank will
be held, inter alia, for the purpose of adopting and approving this Agreement.
In addition, the incorporators of Interim, and the Holding Company as the sole
owner of all the outstanding shares of capital stock of Interim, will execute
such written consents and take all such other action as may be required for the
adoption and approval of this Agreement.
ARTICLE SIX
CONDITIONS
6.1 Conditions to Performance by the Holding Company and Interim. The
------------------------------------------------------------
obligations of each of the Parties to effect the Merger pursuant hereto is
subject to the following conditions:
(a) Representations and Warranties and Covenants of Each Party.
----------------------------------------------------------
The representations and warranties of each Party contained herein
shall be true on and as of the Effective Time with the same effect as
though made as of such time, except for such variations as may be
permitted hereby or pursuant hereto. Each Party shall have performed
all covenants and obligations and complied with all conditions
required by this Agreement to be performed or complied with by it
prior to the Effective Time.
(b) Approval by the Bank's Stockholders. The holders of a
-----------------------------------
majority of the shares of the Bank Common Stock present in person or
by proxy shall, at a meeting thereof duly called, inter alia, for the
purpose of considering and acting upon this Agreement, have voted in
favor of this Agreement and the consummation of the Merger
contemplated hereby.
(c) Registration of Shares of Holding Company Common Stock:
------------------------------------------------------
Compliance with Securities Laws. A registration statement covering the
-------------------------------
shares of Holding Company Common Stock to be issued to the
stockholders of the Bank pursuant to the Merger shall have been filed
with and declared effective by the OTS in
9
accordance with the provisions of the Securities Act of 1933, as
amended, and the Holding Company shall have complied with the
requirements of all applicable state securities or "blue sky" laws
necessary to offer and issue lawfully such shares pursuant hereto.
(d) Listing of Holding Company Common Stock. The shares of
---------------------------------------
Holding Company Common Stock shall have been approved for trading,
when issued, on the NASDAQ-NMS.
(e) Government Approval. All approvals by the OTS and the SEC
-------------------
and such other governmental agency as may be required for the lawful
consummation of the Merger and the issuance and delivery of Holding
Company Common Stock as contemplated by this Agreement shall have been
obtained. If any approval contains any restriction or condition which,
in the sole discretion of the Board of Directors of Harbor Federal, is
deemed to be not beneficial to Harbor Federal, Harbor Florida or the
stockholders thereof, the Board of Directors may terminate the
transaction pursuant to the Article Seven hereof.
(f) Federal Tax Ruling or opinion. The Bank shall have received
-----------------------------
either (i) a ruling from the Internal Revenue Service or (ii) an
opinion of its counsel in form and substance satisfactory to it that:
(1) The proposed merger will constitute a tax-free
reorganization under the Internal Revenue Code and the Bank, the
Holding Company and Interim will each be "a party to a
reorganization" within the meaning of the Internal Revenue Code.
(2) No gain or loss will be recognized by Interim upon the
transfer of its assets to the Bank solely in exchange for the
transfer to the Holding Company of the Bank Common Stock.
(3) No gain or loss will be recognized by the Bank upon the
receipt of the assets of Interim in the Merger.
(4) The basis of Interim's assets in the hands of the Bank
will be the same as the basis of those assets in the hands of
Interim immediately prior to the Merger.
(5) No gain or loss will be recognized by the Holding
Company upon the receipt of the Bank Common Stock in the Merger.
(6) No gain or loss will be recognized by the holders of
shares of Bank Common Stock upon their receipt of Holding Company
Common Stock as a result of the Merger.
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(7) The basis of the shares of Holding Company Common Stock
received as a result of the Merger by each holder of shares of
Bank Common Stock will be the same as the basis of such shares of
Bank Common Stock converted therefor pursuant to the Merger.
(8) For purposes of determining whether any disposition
thereof results in a long term or short term capital gain or
loss, the holding period of the shares of Bank Common Stock will
include the holding period of the shares of Bank Common Stock
converted in the Merger into such shares of Holding Company
Common Stock, provided that such shares of Bank Common Stock were
held as a capital asset at the Effective Time.
(g) Florida Tax Ruling or Opinion. The Bank shall have received
-----------------------------
either a ruling or an opinion in form and substance satisfactory to it
with respect to Florida income taxation as to the matters set forth in
paragraph (f) of this Section.
(h) The reorganization will be characterized and accounted for
at historical cost in a manner similar to a "pooling of interest" for
financial reporting and related purposes.
(i) Consents of Third Parties. Each of the Parties shall have
-------------------------
received such approvals, permits or consents of third parties,
including governmental bodies or agencies, as may be required to
permit them to perform this Agreement in accordance with its terms,
except for such consents with regard to agreements and arrangements
which are not in the aggregate material to the Bank, the Holding
Company and Interim, considered on a consolidated basis.
ARTICLE SEVEN
TERMINATION
7.1 Termination. This Agreement may be terminated at any time prior
-----------
to the Effective Time (i) at the election of any Party if any of the conditions
specified in Article Six shall not have been fulfilled and shall have become
incapable of fulfillment or (ii) by mutual consent of the respective boards of
directors of the parties.
7.2 No Further Liability. In the event of the termination of this
--------------------
Agreement pursuant to any of the foregoing provisions, the Bank will pay all the
costs and expenses incurred by the Parties in connection with this Agreement and
the transactions contemplated hereby, and no Party shall have any further
liability or obligation of any nature to any other Party.
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ARTICLE EIGHT
EFFECTIVE DATE OF MERGER
8.1 Effective Date and Effective Time. Upon satisfaction of the
---------------------------------
conditions set forth in Article Six (unless waived in accordance with this
Agreement) the Parties shall execute and cause to be filed (i) with the OTS
articles of merger, consistent with the terms hereof, and such other agreements,
certificates and other documents as may be required by applicable law and (ii)
with such other federal and state government agencies or authorities, including
the OTS, such other agreements, certificates and documents as may be required by
applicable law to cause the Merger to become effective. The date and time by
which all of such filings are completed and the Merger becomes effective are
referred to in this Agreement, respectively, as the "Effective Date" and the
"Effective Time."
ARTICLE NINE
MISCELLANEOUS
9.1 Waiver, Amendment, etc. Any of the terms or conditions of this
----------------------
Agreement which legally may be waived may be waived at any time by any Party
hereto which is, or the shareholders of which are, entitled to the benefit
thereof, by action taken or authorized by the Board of Directors of such Party,
or any of such terms or conditions may be amended or modified in whole or in
part at any time, to the extent authorized by applicable law, by an agreement in
writing, executed in the same manner as this Agreement after authorization to do
so by the Boards of Directors of the Parties hereto; provided, however that no
such waiver, amendment or modification shall have a material adverse effect on
the benefits intended to be received in the Merger pursuant to this Agreement by
the holders of shares of Bank Common Stock.
9.2 Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be an original, but such counterparts together
shall constitute one and the same instrument.
9.3 Governing Law. This Agreement is made pursuant to, and shall be
-------------
construed under and be governed by the laws of Delaware, unless in conflict with
federal law and if so, then by such federal law, including the rules and
regulations of the OTS.
9.4 Execution by Interim. At the date hereof, Interim is in the
--------------------
process of organization and has not been granted a Federal stock charter under
Federal law and therefore does not have the legal capacity to execute this
Agreement. The Holding Company agrees to cause Interim to execute this Agreement
promptly following the issuance of Interim's Federal stock charter. The Bank and
the Holding Company agree to be bound by this Agreement prior to and following
such execution by Interim.
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IN WITNESS WHEREOF, each of the Parties hereto have caused this
Agreement and Plan of Reorganization to be signed on its behalf by its officers
thereunto duly authorized, all as of the date first set forth above.
HARBOR FEDERAL SAVINGS BANK HARBOR FLORIDA BANCORP, INC.
By: _________________________ By: ______________________________
Xxxxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxx, Xx.
President and CEO President and CEO
INTERIM HARBOR FEDERAL SAVINGS BANK
By: _____________________________
Xxxxxxx X. Xxxxx, Xx.
President and CEO
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