AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Between SUSQUEHANNA BANCSHARES, INC. and COMMUNITY BANKS, INC. Dated as of April 30, 2007, as amended and restated as of July 25, 2007Agreement and Plan of Merger • August 10th, 2007 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 30, 2007, is entered into between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Community Banks, Inc., a Pennsylvania corporation (the “Company”). Parent and the Company are sometimes collectively referred to herein as the “Constituent Corporations.”
August 9, 2007 Susquehanna Bancshares, Inc. Lititz, PA 17543 Dear Ladies and Gentlemen:Merger Agreement • August 10th, 2007 • Susquehanna Bancshares Inc • National commercial banks
Pursuant to the Agreement and Plan of Merger dated as of April 30, 2007 and amended and restated as of July 25, 2007 (the “Agreement”) between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Community Banks, Inc., a Pennsylvania corporation (the “Company”), the Company is to merge with and into Parent with Parent surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
