Exhibit 99.2
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Plan of Merger"), dated as of
February 13, 1997, is by and between PORTSMOUTH SAVINGS BANK ("Portsmouth
Bank"), a New Hampshire state chartered savings bank, and CFX BANK ("CFX Bank"),
a New Hampshire state chartered savings bank, and is joined in by PORTSMOUTH
BANK SHARES, INC. ("Portsmouth"), a New Hampshire corporation, and CFX
CORPORATION ("CFX"), a New Hampshire Corporation.
WITNESSETH
WHEREAS, the respective Boards of Directors of Portsmouth Bank and CFX
Bank deem the merger of Portsmouth Bank with and into CFX Bank, under and
pursuant to the terms and conditions herein set forth or referred to, desirable
and in the best interests of the respective banks and their respective
shareholders, and the respective Boards of Directors of Portsmouth Bank and CFX
Bank have adopted resolutions approving this Plan of Merger and a related
Agreement and Plan of Reorganization dated as of even date herewith (the
"Reorganization Agreement").
WHEREAS, Portsmouth, the sole shareholder of Portsmouth Bank, and CFX, the
sole shareholder of CFX Bank, have consented to and joined in this Plan of
Merger and have entered into the Reorganization Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto do hereby agree as follows:
ARTICLE I
BANK MERGER
Subject to the terms and conditions of this Plan of Merger, on the
Effective Date (as hereinafter defined), Portsmouth Bank shall be merged with
and into CFX Bank, pursuant to the provisions of, and with the effect provided
in, Title 35 of the New Hampshire Revised Statutes Annotated (the "Bank
Merger"). On the Effective Date, the separate existence of Portsmouth Bank shall
cease and CFX Bank, as the surviving entity, shall continue unaffected and
unimpaired by the Bank Merger (CFX Bank, as existing on and after the Effective
Date, being hereinafter sometimes referred to as the "Surviving Bank").
ARTICLE II
ARTICLES OF AGREEMENT AND BY-LAWS
The Amended and Restated Articles of Agreement and the By-laws of CFX Bank
in effect immediately prior to the Effective Date shall be the Articles of
Agreement and the By-laws of the Surviving Bank, amended as set forth below, in
each case until amended in accordance with applicable law. The Articles of
Agreement of the Surviving Bank shall be amended effective
upon the Effective Date to add the following paragraph to the end of existing
Article VI:
"The Bank shall assume the Distribution and Liquidation Account
(the "Liquidation Account") initially established and maintained
by Portsmouth Savings Bank for the benefit of Portsmouth Savings
Bank's eligible savings account holders as of December 31, 1987
("eligible savers"). Notwithstanding any provision of these
Articles or of the By-laws of the Bank to the contrary, in the
event of a complete liquidation of the Bank, it shall comply with
such regulations with respect to the amount and the priorities on
liquidation of each of the Bank's eligible savers' inchoate
interest in the Liquidation Account, to the extent it is still in
existence; provided, that an eligible saver's inchoate interest in
the Liquidation Account shall not entitle such eligible saver to
any voting rights at meetings of the Bank's shareholders."
ARTICLE III
DIRECTORS AND OFFICERS
The directors of CFX Bank immediately prior to the Effective Date,
together with two directors of Portsmouth to be designated by Portsmouth in
accordance with Section 4.10(c) of the Reorganization Agreement, will be the
directors of the Surviving Bank on the Effective Date. The officers of CFX Bank
immediately prior to the Effective Date shall be the officers of the Surviving
Bank on the Effective Date.
ARTICLE IV
CAPITAL
The shares of capital stock of CFX Bank issued and outstanding immediately
prior to the Effective Date shall be the shares of the Surviving Bank issued and
outstanding on the Effective Date.
ARTICLE V
CANCELLATION OF PORTSMOUTH BANK STOCK
Each share of Portsmouth Bank capital stock issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Bank Merger, be
cancelled on the Effective Date, and no cash, stock or other property shall be
delivered in exchange therefor.
ARTICLE VI
EFFECTIVE DATE OF THE BANK MERGER
Certificates or articles of merger evidencing the transactions
contemplated herein shall be delivered to the New Hampshire Secretary of State
in accordance with applicable New Hampshire law. The Bank Merger shall be
effective at the time and on the date specified in such
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certificates or articles of merger (such date and time being herein referred to
as the "Effective Date").
ARTICLE VII
CONDITIONS PRECEDENT
The obligations of Portsmouth Bank and CFX Bank to effect the Bank Merger
as herein provided shall be subject to satisfaction, unless duly waived, of the
conditions set forth in the Reorganization Agreement.
ARTICLE VIII
TERMINATION
Anything contained in this Plan of Merger to the contrary notwithstanding,
this Plan of Merger may be terminated and the Bank Merger abandoned as provided
in the Reorganization Agreement.
ARTICLE IX
MISCELLANEOUS
1. This Plan of Merger may be amended or supplemented at any time prior to
the Effective Date by mutual agreement of the parties hereto. Any such amendment
or supplement must be in writing and approved by the parties' respective Boards
of Directors and/or by officers authorized thereby.
2. 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 the Reorganization Agreement.
3. The headings of the several Articles 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 Plan of Merger.
4. This Plan of Merger shall be governed by and construed in accordance
with the laws of New Hampshire applicable to the internal affairs of Portsmouth
Bank and CFX Bank.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement and Plan of Merger to be executed in
counterparts 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.
PORTSMOUTH SAVINGS BANK
By: _____________________________________
Xxxxx X. Xxxx
Chairman and Chief Executive Officer
CFX BANK
By: _____________________________________
Xxxxx X. Xxxxxx,
President and Chief Executive Officer
JOINED IN BY:
PORTSMOUTH BANK SHARES, INC.
By: _____________________________________
Xxxxx X. Xxxx
President and Chief Executive Officer
CFX CORPORATION
By: _____________________________________
Xxxxx X. Xxxxxx,
President and Chief Executive Officer
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