EXHIBIT 10
EXHIBIT A
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of September 16, 1996, by and between
PennFirst Bancorp, Inc. ("PennFirst"), a Pennsylvania corporation, and Troy Hill
Bancorp, Inc. ("THB"), a Pennsylvania corporation (the "Agreement").
WITNESSETH
WHEREAS, PennFirst and THB have entered into an Agreement and Plan of
Reorganization and related Agreement of Merger, each dated as of September 16,
1996 (collectively, the "Reorganization Agreement");
WHEREAS, PennFirst has requested the execution of this Agreement by THB in
order to increase the likelihood that the transactions contemplated by the
Reorganization Agreement will be consummated in accordance with its terms and as
a condition to PennFirst's obligation to complete the transactions contemplated
by the Reorganization Agreement and, in consideration for such execution, THB
has agreed to issue to PennFirst an option entitling PennFirst to purchase
shares of its common stock upon the terms and subject to the conditions set
forth herein; and
NOW, THEREFORE, in consideration of the execution of the Reorganization
Agreement and the premises therein and herein contained, the parties agree as
follows:
1. GRANT OF OPTION. Subject to the terms and conditions hereof, THB
irrevocably grants to PennFirst as of September 16, 1996 the option ("Option")
to purchase at one time or from time to time an aggregate of 213,000 shares of
common stock, par value $.01 per share, of THB ("Common Stock") at a price per
share equal to $15.75 (the price per share is referred to below as the "Purchase
Price" and the price when used with respect to a number of shares is referred to
below as the "aggregate Purchase Price" for such shares). As used in this
Agreement, the term "Shares" means the shares of Common Stock subject to the
Option.
2. EXERCISE OF OPTION.
(a) Subject to the terms and conditions hereof, PennFirst may exercise
the Option, in whole at any time or in part from time to time, to the extent not
previously exercised, if a Purchase Event (as defined below) shall have occurred
and be continuing, provided that to the extent the Option shall not have been
exercised, it shall terminate and be of no further effect, except as to notices
of exercise given prior thereto, on the Termination Date, which shall be the
date on which occurs the earliest of (i) immediately prior to the Effective
Time, as defined in Section 1.02 of the Reorganization Agreement, (ii) twelve
(12) months after the first occurrence of a Purchase Event, (iii) twelve (12)
months following a termination of the Reorganization Agreement by PennFirst
pursuant to Section 6.01(d) thereof prior to the occurrence of a Purchase Event;
and (iv) a termination of the Reorganization Agreement in accordance with its
terms (other
than by PennFirst pursuant to Section 6.01(d) thereof) prior to the occurrence
of a Purchase Event, provided, however, that any purchase of shares upon
exercise of the Option shall be subject to compliance with applicable laws and
regulations.
(b) As used herein, a "Purchase Event" shall mean any of the following
events or transactions occurring after the date hereof:
(i) THB or any of its subsidiaries shall have entered into an
agreement with any person (other than PennFirst or any subsidiary thereof)
(a) to merge, consolidate or enter into any similar transaction with such
person, (b) for the disposition, by sale, lease, exchange or otherwise, of
all or substantially all of the consolidated assets or deposits of THB or
any of its subsidiaries or (c) for the issuance, sale or other disposition
(including by way of merger, consolidation, share exchange or any similar
transaction) of securities (or an option or right to acquire such
securities) representing 15% or more of the voting power of THB or any of
its subsidiaries;
(ii) any person (other than PennFirst or any subsidiary thereof)
shall have acquired beneficial ownership of, or any group of persons shall
have been formed which beneficially owns, 15% or more of the then
outstanding Common Stock (any of the foregoing in Section 2(b)(i) or (ii)
is hereinafter referred to as an "Acquisition Transaction");
(iii) any person (other than PennFirst or any subsidiary thereof)
shall have (a) commenced a tender offer or filed a registration statement
under the Securities Act of 1933, as amended ("Securities Act"), with
respect to an exchange offer to purchase or otherwise acquire control of
15% or more of the then outstanding shares of Common Stock (such offers
being referred to herein as a "Tender Offer" and an "Exchange Offer,"
respectively); or
(iv) the holders of the outstanding Common Stock shall not have
approved the Reorganization Agreement (including the related Agreement of
Merger) at the meeting of such holders called for such purpose pursuant to
the Reorganization Agreement, such meeting shall not have been held or
shall have been cancelled prior to the termination of the Reorganization
Agreement in accordance with its terms, or THB's Board of Directors shall
have withdrawn or modified in a manner which is adverse to PennFirst the
recommendation of THB's Board of Directors with respect to the
Reorganization Agreement and the Agreement of Merger, in each case after
it shall have been publicly announced that any person (other than
PennFirst or any subsidiary thereof) shall have (a) commenced a Tender
Offer or filed a registration statement under the Securities Act with
respect to an Exchange Offer, (b) made, or disclosed an intention to make,
a proposal to engage in an Acquisition Transaction, (c) filed an
application (or given notice), whether in draft or final form, under the
Bank Holding Company Act of 1956, the Home Owners' Loan Act, the Bank
Merger Act or the Change in Bank Control Act of 1978, for approval to
engage in an Acquisition Transaction or (d) any person shall have
solicited proxies in
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a proxy solicitation subject to Regulation 14A under the Securities
Exchange Act of 1934, as amended ("Exchange Act"), in opposition to
approval of the Reorganization Agreement by THB's stockholders.
(c) As used in this Agreement, (i) "beneficial ownership," "person" and
"group of persons" shall have the meanings conferred thereon by Section 13(d) of
the Exchange Act and the regulations promulgated thereunder and (ii) "commenced"
shall have the meaning conferred thereon by Rule 14d-2 under the Exchange Act.
(d) THB shall promptly give written notice to PennFirst of the
occurrence of a Purchase Event known to THB. However, the giving of such notice
by THB shall not be a condition to the right of PennFirst to exercise the
Option. If more than one transaction or event giving rise to a Purchase Event is
undertaken or effected, then all such transactions shall give rise to only one
Purchase Event, which Purchase Event shall be deemed continuing for all purposes
hereunder until all such transactions or events are abandoned.
(e) Notwithstanding the foregoing, THB shall not be obligated to issue
Shares upon exercise of the Option (i) in the absence of any required
governmental, regulatory or stockholder approval or consent necessary for THB to
issue the Shares or for PennFirst to exercise the Option or prior to the
expiration or termination of any waiting period required by law, or (ii) so long
as any injunction or other order, decree or ruling issued by any federal or
state court of competent jurisdiction is in effect which prohibits the sale or
delivery of the Shares. If the Option is otherwise exercisable but cannot be
exercised prior to termination as specified in Section 2(a) hereof solely
because of any injunction, order or similar restraint issued by a court of
competent jurisdiction, the Option shall continue and will expire on the
twentieth business day after such injunction, order or restraint shall have been
dissolved or when such injunction, order or restraint shall have become
permanent and no longer subject to appeal, as the case may be.
3. NOTICE OF EXERCISE; PAYMENT AND DELIVERY OF SHARES.
(a) In the event that PennFirst desires to exercise the Option,
PennFirst shall send a written notice (the date of which being herein referred
to as the "Notice Date") to THB specifying the total number of Shares it will
purchase and a place and date for the closing of such purchase, which date shall
be not later than 60 calendar days nor earlier than three business days from the
date such notice is given, unless additional time is needed to give notification
to or to obtain approval from any governmental or regulatory authority and, if
so required, three business days from the date on which the required
notification period has expired or been terminated or such approval has been
obtained and any requisite waiting period with respect thereto shall have
passed.
(b) At any closing hereunder, (a)(i) PennFirst shall make payment to THB
of the aggregate Purchase Price for the Shares to be purchased by delivery to
THB of a certified, cashier's or bank check payable to the order of THB in such
amount or, if mutually agreed, by wire transfer of funds in such amount to an
account designated in writing by THB, or (ii) if
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requested by PennFirst, in lieu of the payment set forth in (a)(i) above, THB
shall issue to PennFirst a number of whole Shares determined by (a) multiplying
the excess, if any, of the closing price of the Common Stock on the Notice Date
over the Purchase Price by the number of Shares with respect to which the Option
is being exercised, and (b) dividing such product by the Purchase Price; and (b)
THB shall deliver to PennFirst a certificate or certificates representing the
Shares so purchased, registered in the name of PennFirst or its designee. THB
shall pay any and all federal, state and local taxes, or other charges that may
be imposed upon PennFirst in connection with the preparation, issuance and
delivery of stock certificates hereunder.
4. REPRESENTATIONS AND WARRANTIES OF THB. THB hereby represents and
warrants to PennFirst as follows:
(a) This Agreement has been duly authorized, executed and delivered by
THB and constitutes a valid and binding agreement of THB, enforceable against
THB in accordance with its terms, except to the extent that the obligations of
THB set forth in Section 8(a) and (d) hereof may be unenforceable under
applicable federal and state securities laws.
(b) THB has taken all necessary corporate and other action (excluding
any required governmental or stockholder approvals) to authorize and reserve and
to permit it to issue, and at all times from the date hereof until such time as
the obligation to deliver Shares upon the exercise of the Option terminates,
will have reserved for issuance, upon any exercise of the Option, the number of
Shares subject to the Option (less the number of Shares previously issued upon
any partial exercise of the Option or as to which the Option may no longer be
exercised). All of the Shares to be issued pursuant to the Option are duly
authorized and, upon issuance and delivery thereof pursuant to this Agreement,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all claims, liens, charges, encumbrances and security interests, and will not
have been issued in violation of, and will not be subject to, any preemptive
rights of any stockholders of THB.
(c) The execution, delivery and performance by THB of this Agreement and
the consummation of the transactions contemplated hereby (excluding any required
governmental approvals) do not contravene, or constitute a default under, (i)
the Articles of Incorporation or Bylaws of THB or (ii) any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
binding upon THB or any of its subsidiaries.
5. REPRESENTATIONS AND WARRANTIES OF PENNFIRST. PennFirst hereby
represents and warrants to THB as follows:
(a) This Agreement has been duly authorized, executed and delivered by
PennFirst and constitutes a valid and binding agreement of PennFirst,
enforceable against PennFirst in accordance with its terms, except to the extent
that the obligations of PennFirst set forth in Section 8(b) and (d) hereof may
be unenforceable under applicable federal and state securities laws.
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(b) PennFirst is acquiring the Option for the purpose set forth in the
second Whereas clause of this Agreement and hereby acknowledges that (i) the
Option has not been, and the Shares may not be, registered under the Securities
Act or any other applicable securities registration requirements and (ii) the
Option and the Shares may not be transferred except in compliance with
applicable registration requirements or an available exemption therefrom.
6. ADJUSTMENT UPON CHANGE IN CAPITALIZATION, ETC. In the event of
any change in the Common Stock by reason of stock dividends, stock splits,
mergers, consolidations, recapitalizations, combinations, conversions, exchanges
of shares, extraordinary or liquidating dividends, or other changes in the
corporate or capital structure of THB which would have the effect of diluting or
changing PennFirst's rights hereunder, the number and kind of shares or
securities subject to the Option and the Purchase Price (but not the aggregate
Purchase Price of the Shares) shall be appropriately and equitably adjusted so
that PennFirst shall receive upon exercise of the Option the number and class of
shares or other securities or property that PennFirst would have received in
respect of the Shares that could have been purchased upon exercise of the Option
if the Option could have been and had been exercised immediately prior to such
event or the record date therefor, as applicable. In the event that after the
date hereof THB issues any additional shares of Common Stock other than pursuant
to any event described in the preceding sentence or pursuant to the exercise of
the Option, the number of shares of Common Stock which can be purchased pursuant
to the Option shall be increased by an amount so that after such issuance the
number of shares of Common Stock subject to the Option, less any shares
previously acquired upon exercise of the Option, shall equal (a) 20.0% of the
number of shares of Common Stock then issued and outstanding minus (b) one
share, without giving effect to any shares which may be issued pursuant to the
Option. THB shall take such steps in connection with any consolidation, merger,
liquidation or other such action as may be necessary to ensure that the
provisions hereof shall thereafter apply as nearly as possible to any securities
or property thereafter deliverable upon exercise of the Option. Nothing
contained in this Section 6 shall be deemed to authorize THB to effect any of
the changes contemplated by this Section 6 in breach of the provisions of the
Reorganization Agreement.
7. REGISTRATION OF THE SHARES.
(a) If PennFirst requests THB in writing to register under the
Securities Act or any other applicable securities registration requirements
Shares which have been purchased by PennFirst hereunder, THB will use its best
efforts to cause the Shares so specified in such request to be registered as
soon as practicable so as to permit the sale or other distribution by PennFirst
of such Shares (and to keep such registration in effect for a period of at least
180 days) and in connection therewith shall prepare and file as promptly as
reasonably possible (but in no event later than 45 days from receipt of
PennFirst's request) a registration statement under the Securities Act to effect
such registration on an appropriate form, which would permit the sale of the
Shares by PennFirst in the manner specified by PennFirst in its request. In
connection with such registration, THB shall use its best efforts to cause to be
delivered to PennFirst (and any other holder whose Shares are the subject of
such registration) such certificates, opinions, accountants' letters and other
documents as PennFirst (or any such other holder) shall reasonably
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request and are customarily rendered in connection with the registration of
securities under the Securities Act. PennFirst shall provide all information
reasonably requested by THB for inclusion in any documents to be prepared
hereunder. All expenses incurred by THB in complying with the provisions of
this Section 7, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for THB and blue sky fees
and expenses shall be paid by THB. Underwriting discounts and commissions to
brokers and dealers relating to the Shares, fees and disbursements of counsel to
PennFirst and any other expenses incurred by PennFirst in connection with such
registration shall be borne by PennFirst. THB shall not be obligated to make
effective more than two registration statements pursuant to this Section 7(a).
(b) THB shall notify PennFirst in writing not less than ten business
days prior to filing a registration statement under the Securities Act with
respect to any Common Stock (other than a filing on Form S-4 or Form S-8) of
THB's intention so to file. If PennFirst wishes to have any portion of its
Shares purchased hereunder included in such registration statement, it shall
advise THB in writing to that effect within five business days following receipt
of such notice from THB pursuant to the preceding sentence, and THB will
thereupon include the number of shares indicated by PennFirst under such
registration statement, provided, however, that if the managing underwriter
determines and advises THB and PennFirst in writing that the inclusion in the
registration statement of the number of shares indicated by PennFirst would
interfere with the successful marketing of the Common Stock proposed to be
registered and sold by THB, then the number of shares indicated by PennFirst to
be included in the underwriting shall be reduced or eliminated pro rata among
all holders of shares of Common Stock requesting such registration, and further
provided, however, that nothing herein shall prevent THB from, at any time,
abandoning or delaying any registration.
(c) The rights provided under this Section 7 shall expire upon the third
annual anniversary of the first acquisition of Shares by PennFirst hereunder.
8. INDEMNIFICATION.
(a) In connection with any registration under the provisions of Section
7 hereof, THB shall indemnify and hold harmless PennFirst and any underwriter
(as defined in the Securities Act) for PennFirst and each person who controls
PennFirst or such underwriter within the meaning of the Securities Act, from and
against any and all loss, damage, liability, cost and expense to which PennFirst
or any such underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, damages, liabilities, costs
or expenses are caused by or arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in such registration
statement, any preliminary or final offering prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, however, that
THB will not be liable in any such case to the extent that any such loss,
damage, liability, cost or expense arises out of or is based upon an untrue
statement or omission so made in conformity with information furnished by
PennFirst,
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such underwriter or such controlling persons in writing specifically for use in
the preparation thereof.
(b) PennFirst will indemnify and hold harmless THB, any underwriter for
THB and each person who controls THB or such underwriter within the meaning of
the Securities Act, from and against any and all loss, damage, liability, cost
and expense to which THB or any such underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
damages, liabilities, costs or expenses are caused by or arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement, any preliminary or final offering
prospectus contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or omission was so made in conformity with information furnished by PennFirst in
writing specifically for use in the preparation thereof.
(c) Promptly after receipt by an indemnified party pursuant to the
provisions of Section 8(a) or (b) of notice of the commencement of any action
involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party pursuant to the provisions of Section 8(a) or (b), promptly
notify the indemnifying party of the commencement thereof; except to the extent
of any actual prejudice to the indemnifying party, the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise hereunder. In case such action is brought
against any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall have the right to participate
in, and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the
defendants in any action include both the indemnified party and the indemnifying
party and there is a conflict of interests which would prevent counsel for the
indemnifying party from also representing the indemnified party, the indemnified
party or parties shall have the right to select one separate counsel to
participate in the defense of such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party pursuant to the provisions of Section 8(a)
or (b) for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation, unless (i) the indemnified party shall have employed counsel in
accordance with the provisions of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after the
notice of the commencement of the action, or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of
the indemnifying party.
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(d) If recovery is not available under the foregoing indemnification
provisions, for any reason other than as expressly specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent that contribution
is not permitted under Section 11(f) of the Securities Act. In determining the
amount of contribution to which the respective parties are entitled, there shall
be considered the parties' relative fault, knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and/or prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances.
9. QUOTATION. If the Common Stock or any other securities to be
acquired upon exercise of the Option are then authorized for quotation or
trading or listing on the Nasdaq National Market System ("Nasdaq NMS") or any
securities exchange, THB, upon the request of PennFirst after the occurrence of
a Purchase Event, will promptly file an application, if required, to authorize
for quotation or trading or listing the Shares of Common Stock (or other
securities to be acquired upon exercise of the Option pursuant to the terms of
Section 6 hereof) on the Nasdaq NMS or such other securities exchange and will
use its best efforts to obtain approval, if required, of such quotation or
listing as soon as practicable.
10. FURTHER ASSURANCES. THB agrees to execute and deliver such
documents and instruments and take such further actions as may be necessary or
appropriate or as PennFirst may reasonably request in order to ensure that
PennFirst receives the full benefits of this Agreement (including, without
limitation, the prompt filing of any required notice or application for approval
with any applicable federal or state regulatory agency and the expeditious
processing of the same). Prior to the Termination Date, THB will refrain from
taking any action which would have the effect of preventing or interfering with
the delivery by THB of the Shares (or other securities deliverable pursuant to
Section 6 hereof) to PennFirst upon any exercise of the Option or from otherwise
performing its obligations under this Agreement.
11. REMEDIES. The parties agree that PennFirst would be irreparably
damaged if for any reason THB failed to issue any of the Shares (or other
securities deliverable pursuant to Section 6 hereof) upon exercise of the Option
or to perform any of its other obligations under this Agreement, and that
PennFirst would not have an adequate remedy at law in such event. Accordingly,
PennFirst shall be entitled to specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by THB. This
provision is without prejudice to any other rights that PennFirst may have
against THB for any failure to perform its obligations under this Agreement.
12. MISCELLANEOUS.
(a) Expenses. Except as otherwise provided herein, each of the parties
hereto shall bear and pay all costs and expenses incurred by it or on its behalf
in connection with the transactions contemplated hereunder, including fees and
expenses of its own financial consultants, investment bankers, accountants and
counsel.
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(b) Notices. All notices or other communications hereunder shall be in
writing and shall be deemed given if delivered personally, sent by overnight
express or mailed by prepaid registered or certified mail (return receipt
requested) or by cable, telegram, telecopy or telex addressed as follows:
(i) If to PennFirst, to:
PennFirst Bancorp, Inc.
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
ATTN: Charlotte A. Zuschlag
Copy to:
Plowman, Spiegal & Lewis, P.C.
2nd Floor, The Grant Building
Pittsburgh, Pennsylvania 15219
ATTN: Charles B. Jarrett, Jr.
(ii) If to THB, to:
Troy Hill Bancorp, Inc.
1706 Lowrie Street
Pittsburgh, Pennsylvania 15212
ATTN: Ellry N. Davis
Copy to:
Elias, Matz, Tiernan and Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
ATTN: Raymond A. Tiernan, Esq.
Philip R. Bevan, Esq.
Hugh T. Wilkinson, Esq.
or such other address as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
so mailed.
(c) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
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If for any reason any court or regulatory agency determines that the
Option will not permit the holder to acquire the full number of Shares, it is
the express intention of THB to allow the holder to acquire such lesser number
of shares as may be permissible, without any amendment or modification hereof.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to the principles of conflicts of laws thereof.
(e) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(f) Headings. The section headings herein are for convenience only and
shall not affect the construction hereof.
(g) Assignment. PennFirst may assign this Agreement to any wholly owned
subsidiary of PennFirst. PennFirst may not, without the prior written consent
of THB, assign this Agreement to any other person in whole or in part, provided
that upon the occurrence of and following a Purchase Event, PennFirst may sell,
transfer, assign or otherwise dispose of its rights and obligations hereunder in
whole or in part without such consent. In the case of any permitted sale,
transfer, assignment or disposition in part of this Option, THB shall do all
things necessary to facilitate the same and the person to whom this Option is
sold, transferred assigned or disposed of shall agree in writing to the terms
and conditions hereof. This Agreement shall not be assignable by THB except by
operation of law. Subject to the foregoing, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.
(h) Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to confer upon any other person (other than an
assignee or transferee of PennFirst pursuant to Section 12(g) hereof) any rights
or remedies of any nature whatsoever under or by any reason of this Agreement.
13. ENTIRE AGREEMENT. This Agreement, including the documents and
other writings referred to herein or delivered pursuant hereto, contains the
entire agreement and understanding of the parties with respect to its subject
matter. There are no restrictions, agreements, promises, warranties, covenants
or undertakings between the parties other than those expressly set forth herein
or therein. This Agreement supersedes all prior agreements and understandings
between the parties, both written and oral, with respect to its subject matter.
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IN WITNESS WHEREOF, PennFirst and THB have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
PENNFIRST BANCORP, INC.
Attest:
/s/ Frank D. Martz By: /s/ Charlotte A. Zuschlag
- --------------------------------- ---------------------------------
Frank D. Martz Charlotte A. Zuschlag
Senior Vice President of Operations President and Chief Executive
and Secretary Officer
TROY HILL BANCORP, INC.
Attest:
/s/ Nancy H. Kufner By: /s/ Ellry N. Davis
- --------------------------------- ---------------------------------
Nancy H. Kufner Ellry N. Davis
Secretary President and Chief Executive
Officer
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