Eighteenth and Arch Streets Philadelphia, PA 19103-2799Agreement and Plan of Merger • February 11th, 2009 • Penseco Financial Services Corp • State commercial banks
February 10, 2009Merger Agreement • February 11th, 2009 • Penseco Financial Services Corp • State commercial banks
Pursuant to the Agreement and Plan of Merger, dated as of December 5, 2008 (the “Agreement”), by and among Penseco Financial Services Corporation, a Pennsylvania corporation (“Penseco”), Penn Security Bank and Trust Company, a Pennsylvania commercial bank and trust company and direct wholly-owned subsidiary of Penseco (“Penn Security”), and Old Forge Bank, a Pennsylvania commercial bank (“Old Forge”), a newly-formed interim Pennsylvania commercial bank and direct wholly-owned subsidiary of Penseco (“Merger Sub”) is to merge with and into Old Forge and immediately thereafter Old Forge is to merge with and into Penn Security (the two mergers together, the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
