SANDWICH CO-OPERATIVE BANK
PLAN OF REORGANIZATION AND ACQUISITION
This Plan of Reorganization and Acquisition (the "Plan") is
dated as of January 27, 1997, and made between The Sandwich Co-
operative Bank, a Massachusetts co-operative bank ("Sandwich" or
the "Bank"), and Sandwich Bancorp, Inc., a Massachusetts
corporation (the "Holding Company"), pursuant to Section 26B of
Chapter 172 of the General Laws of Massachusetts (the "MGL").
The parties hereto desire to enter into a Plan of
Reorganization whereby the corporate structure of Sandwich will
be reorganized into the holding company form of ownership. The
result of such reorganization (the "Reorganization") will be
that, at and after the Effective Time (as defined in Article VI
below), all of the issued and outstanding shares of common
stock, $1.00 par value per share, of Sandwich ("Bank Common
Stock") will be held by the Holding Company, and the former
holders of the issued and outstanding shares of Bank Common
Stock, except for those stockholders exercising dissenters'
rights in accordance with Chapter 156B, Sections 86 to 98 of the
MGL, will become the holders of the issued and outstanding
shares of common stock, $1.00 par value per share, of the
Holding Company ("Holding Company Common Stock").
Sandwich and the Holding Company have agreed that the
Holding Company will acquire all of the issued and outstanding
shares of Bank Common Stock in exchange for shares of Holding
Company Common Stock pursuant to Chapter 172, Section 26B of the
MGL and this Plan of Reorganization. The Plan has been adopted
and approved by a majority vote of all the members of
the Board of Directors of Sandwich and by a majority vote of all
the members of the Board of Directors of the Holding Company.
NOW, THEREFORE, in consideration of the premises, the Bank
and the Holding Company agree as follows:
ARTICLE I
APPROVAL AND FILING OF PLAN
1.1 The Plan shall be submitted for approval by the
holders of Bank Common Stock at a meeting to be called and held
in accordance with applicable provisions of law. Notice of such
meeting shall be published at least once a week for two
successive weeks in a newspaper of general circulation in the
County of Barnstable, Commonwealth of Massachusetts, or for such
other times and such other publications as may be required by
law or regulation.
1.2 Upon approval of the Plan by a vote of the holders of
two-thirds of the outstanding shares of Bank Common Stock as
required by law, the Bank and the Holding Company shall submit
the Plan to the Commissioner of Banks of the Commonwealth of
Massachusetts (the "Bank Commissioner") for his approval and
filing in accordance with the provisions of Section 26B of
Chapter 172 of the MGL. The Plan shall be accompanied by such
certificates of the respective officers of the Bank and the
Holding Company as may be required by law.
ARTICLE II
CONVERSION AND EXCHANGE OF BANK COMMON STOCK
2.1 Each share of Bank Common Stock issued and
outstanding immediately prior to the Effective Time (other than
any shares of Bank Common Stock held by a stockholder who
exercises dissenters' rights under applicable provisions of the
MGL, as set forth below) shall, at the Effective Time,
automatically and by operation of law, be converted into one
share of Holding Company Common Stock. Any stockholder who does
not wish to exchange his or her shares of Bank Common Stock for
shares of Holding Company Common Stock shall be entitled to
dissenters' rights as provided under Chapter 156B, Sections 86
to 98 of the MGL.
2.2 At the Effective Time, the holders of the then
issued and outstanding shares of Bank Common Stock (except for
any such holder who exercises dissenters' rights) shall, without
any further action on their part or on the part of the Holding
Company, automatically and by operation of law cease to own such
shares and shall instead become owners of one share of Holding
Company Common Stock for each share of Bank Common Stock
theretofore held by them. Thereafter, such persons shall have
full and exclusive power to vote such shares of Holding Company
Common Stock, to receive dividends thereon and to exercise all
rights of an owner thereof.
2.3 At the Effective Time, the Holding Company shall,
without any further action on its part or on the part of the
holders of Bank Common Stock, automatically and by operation of
law acquire and become the owner for all purposes of all of the
then issued and outstanding shares of Bank Common Stock and
shall be entitled to have issued to it by the Bank a certificate
or certificates representing such shares. Thereafter, the
Holding Company shall have full and exclusive power to
vote such shares of Bank Common Stock, to receive dividends
thereon and to exercise all rights of an owner thereof.
2.4 Certificates representing shares of Bank Common
Stock that are outstanding immediately prior to the Effective
Time (the "Bank Certificates") shall, as the Effective Time,
automatically and by operation of law cease to represent shares
of Bank Common Stock or any interest therein and each Bank
Certificate shall instead represent the ownership by the holder
thereof of an equal number of shares of Holding Company Common
Stock.
2.5 After the Effective Time, there shall be no
transfers on the stock transfer books of the Bank of shares of
Bank Common Stock that were issued and outstanding immediately
prior to the Effective Time and converted into shares of Holding
Company Common Stock pursuant to the provisions of Section 2.1
hereof. If, after the Effective Time, Bank Certificates are
presented for transfer to the Bank, they shall be canceled and
exchanged for certificates evidencing the shares of Holding
Company Common Stock deliverable in respect thereof as
determined in accordance with the provisions set forth in this
Article II.
2.6 After the Effective Time, the holders of Bank
Certificates shall cease to be holders of Bank Common Stock and
shall have no rights as stockholders of the Bank other than (i)
to receive shares of Holding Company Common Stock into which the
shares of Bank Common Stock evidenced by such Bank Certificates
have been converted in accordance with the provisions of Section
2.1 hereof, and (ii) the rights afforded to Bank stockholders
who chose to exercise dissenters' rights under applicable
provisions of the MGL.
ARTICLE III
CONDITIONS PRECEDENT
The obligations of the parties to consummate the
Reorganization shall be subject to the satisfaction of the
following conditions at or prior to the Effective Time:
3.1 The holders of the outstanding shares of Bank Common
Stock, at a meeting of the stockholders of the Bank duly called
and held, shall have adopted this Plan by the affirmative vote
of stockholders owning at least two-thirds in amount of the
issued and outstanding shares of Bank Common Stock.
3.2 The shares of Holding Company Common Stock to be
issued to the stockholders of the Bank pursuant to this Plan
shall have been duly registered pursuant to Section 5 of the
Securities Act of 1933, as amended (the "Securities Act"), or
exempt from such registration pursuant to Section 3(a)(12) of
the Securities Act, and the Holding Company shall have complied
with all applicable state securities of "blue sky" laws relating
to the issuance of the Holding Company Common Stock.
3.3 All approvals from the Commissioner, the Board of
Governors of the Federal Reserve System (the "Federal Reserve")
and any other state or federal governmental agency having
jurisdiction necessary for the lawful consummation of the
Reorganization as contemplated by this Plan shall have been
obtained, all conditions imposed by such regulatory approvals
shall have been satisfied, and all waiting periods required in
connection with any such approvals shall have expired.
3.4 The Bank shall have received a favorable opinion or
opinions from its independent auditors or legal counsel,
satisfactory in form and substance to the Bank with respect to
the federal and state income tax consequences of the Plan and
the Reorganization contemplated thereby.
3.5 The Bank and the Holding Company shall have obtained
all other consents, permissions and approvals and shall have
taken all actions required by law or agreement, or deemed
necessary, by the Bank or the Holding Company, prior to the
consummation of the Reorganization and to the Holding Company's
having and exercising all rights of ownership with respect to
all of the outstanding shares of Bank Common Stock acquired by
it under this Agreement.
3.6 The holders of not more than ten percent (10%) of
the outstanding shares of Bank Common Stock shall have elected
to exercise dissenters' rights of appraisal in accordance with
the requirements of Chapter 156B, Sections 86 to 98 of the MGL,
unless this condition is waived by the parties hereto.
ARTICLE IV
Amendment
4.1 Any of the terms or conditions of the Plan may be
amended or modified in whole or in part at any time, to the
extent permitted by applicable law, rules and regulations, by an
amendment in writing, provided that any such amendment or
modification is not materially adverse to the Bank, the Holding
Company or their stockholders. In the event that any
governmental agency requests or requires modification of the
Plan in order for the Bank to obtain regulatory approval or a
favorable ruling, or that in the opinion of counsel to the Bank,
such modification is necessary to obtain such approval or
ruling, this Plan may be modified, at any time before or after
the adoption thereof by the stockholders of the Bank, by an
instrument in writing, provided that the effect of such
amendment would not be materially adverse to the Bank, the
Holding Company or their stockholders.
ARTICLE V
Termination of Plan
5.1 Termination. This Plan may be terminated at any
time prior to the Effective Time, at the election of any of the
parties hereto, if any one or more of the conditions to the
obligations of any of them hereunder shall not have been
satisfied and shall have become incapable of fulfillment and
shall not be waived. The Plan may also be terminated at any
time prior to the Effective Time by the mutual written consent
of the parties.
5.2 No Further Obligation. In the event of the
termination of this Plan pursuant to this Article V, the Plan
shall be void and of no further force or effect, and there shall
be no further liability or obligation of any nature by reason of
the Plan or the termination hereof on the part of any of the
parties hereto or their respective directors, officers,
employees, agents or stockholders.
ARTICLE VI
Effective Time
6.1 The "Effective Time" shall mean the time and date,
following the satisfaction or waiver of all conditions precedent
to the Reorganization specified in Article III, on which a copy
of this Plan, with the approval of the Commissioner endorsed
thereon, is filed in the office of the Commissioner in
accordance with the requirements of Chapter 172, Section 26B of
the MGL, or such other time and date as is provided in a
supplement to this Plan, as filed in the office of the
Commissioner.
ARTICLE VII
Adoption of Stock Benefit Plans
7.1 By voting in favor of this Plan, the Holding Company
shall have approved adoption of the Sandwich Co-operative Bank
1986 Stock Option Plan and the 1994 Stock Option and Incentive
Plan (the "Option Plans") as the stock option plan of the
Holding Company and shall have agreed to issue Holding Company
Common Stock in lieu of Bank Common Stock pursuant to options
currently outstanding under the existing Option Plans. As of
the Effective Time, the Option Plans shall automatically, by
operation of law, be continued as and become the stock option
and incentive plans of the Holding Company. At the Effective
Time, (a) each option to purchase shares of Bank Common Stock
under the Option Plans outstanding and unexercised immediately
prior to the Effective Time shall automatically be converted
into an identical option, with identical exercise price, terms
and conditions, to purchase an identical number of shares of
Holding Company Common Stock in lieu of shares of Bank Common
Stock; and (b) stock appreciation rights with respect to shares
of Bank Common Stock granted under the Option Plans and
outstanding prior to the Effective Time shall automatically
become stock appreciation rights with respect to the same number
of shares of Holding Company Common Stock with identical terms
and conditions. The Holding Company and the Bank shall make
appropriate amendments to the Option Plans to reflect the
adoption of the Option Plans as the stock option plans of the
Holding Company, without adverse effect upon the options, and
stock appreciation rights outstanding as of the Effective Time
under the Option Plans.
ARTICLE VIII
Miscellaneous
8.1 This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
8.2 This Plan may be executed in several identical
counterparts, each of which when executed by the parties hereto
and delivered shall be an original, but all of which together
shall constitute a single instrument.
8.3 The headings contained in this Plan are for
reference purposes only and shall not be deemed to be part of
this Plan.
IN WITNESS WHEREOF, the parties hereto have caused this
Plan of Reorganization and Acquisition to be duly executed this
27th day of January 1997 and their corporate seals to be
hereunto
affixed.
SANDWICH BANCORP, INC.
Corporate Seal By: /s/ Frederic D. Legate
_________________________
Frederic D. Legate
President
Attest: /s/ Dana S. Briggs
-------------------------
Dana S. Briggs
Senior Vice President & Clerk
SANDWICH COOPERATIVE BANK
Corporate Seal By: /s/ Frederic D. Legate
________________________
Frederic D. Legate
President
Attest: /s/ Dana S. Briggs
-------------------------
Dana S. Briggs
Senior Vice President & Clerk
I hereby approve this Plan of Reorganization and
Acquisition.
August 28, 1997 /s/ Thomas J. Curry
- --------------- ---------------------
Date Commissioner of Banks
SUPPLEMENT TO
SANDWICH CO-OPERATIVE BANK
PLAN OF REORGANIZATION AND ACQUISITION
Pursuant to Article VI, Section 6.1 of the Sandwich
Co-operative Bank Plan of Reorganization and Acquisition (the
"Plan"), the Plan is hereby supplemented so that the Effective
Time shall mean 5:00 p.m. on September 30, 1997, the Plan shall
therefore be effective, with the approval of the Commissioner
endorsed thereon, on 5:00 p.m. on September 30, 1997.
SANDWICH BANCORP, INC.
By: /s/ Frederic D. Legate
__________________________
Frederic D. Legate
President
THE SANDWICH CO-OPERATIVE BANK
By: /s/ Frederic D. Legate
___________________________
Frederic D. Legate
President
Dated: September 22, 1997