EXHIBIT 2

 
                      AGREEMENT AND PLAN OF REORGANIZATION



                           DATED AS OF JULY 26, 1996



                                  BY AND AMONG



                                 LANDMARK BANK,

                     NEW HAMPSHIRE THRIFT BANCSHARES, INC.

                                      AND

                             LAKE SUNAPEE BANK, fsb

 
                               TABLE OF CONTENTS                           Page
                                                                           ----


                                   ARTICLE 1.

                              CERTAIN DEFINITIONS


                                   ARTICLE 2.

                  REPRESENTATIONS AND WARRANTIES OF LANDMARK


                                                                       
 2.1.      Capital Structure of Landmark..................................   3
 2.2.      Organization, Standing and Authority of Landmark...............   4
 2.3.      Ownership of Landmark Subsidiaries; Capital Structure of
           Landmark Subsidiaries..........................................   4
 2.4.      Organization, Standing and Authority of Landmark Subsidiaries..   4
 2.5.      Authorized and Effective Agreement.............................   5
 2.6.      Regulatory Filings.............................................   6
 2.7.      Financial Statements; Books and Records; Minute Books..........   6
 2.8.      Material Adverse Change........................................   6
 2.9.      Absence of Undisclosed Liabilities.............................   6
 2.10.     Properties.....................................................   6
 2.11.     Loans; Allowance for Loan Losses...............................   7
 2.12.     Tax Matters....................................................   7
 2.13.     Employee Benefit Plans.........................................   8
 2.14.     Certain Contracts..............................................   9
 2.15.     Legal Proceedings..............................................   9
 2.16.     Compliance with Laws...........................................  10
 2.17.     Labor Matters..................................................  10
 2.18.     Brokers and Finders............................................  10
 2.19.     Insurance......................................................  10
 2.20.     Environmental Liability........................................  11
 2.21.     Administration of Trust Accounts...............................  11
 2.22.     Intellectual Property..........................................  11
 2.23.     Certain Information............................................  11
 2.24.     Takeover Provisions............................................  12


                                  ARTICLE 3.

                       REPRESENTATIONS AND WARRANTIES OF
                                 NHTB AND BANK

 
                                                                       
 3.1.      Capital Structure of NHTB......................................  12
 3.2.      Organization, Standing and Authority of NHTB...................  13
 
                                       i

 
 
                                                                          Page
                                                                          ----
                                                                     
 3.3.      Ownership of NHTB Subsidiaries; Capital Structure of NHTB
           Subsidiaries..................................................  13
 3.4.      Organization, Standing and Authority of NHTB
           Subsidiaries..................................................  13
 3.5.      Authorized and Effective Agreement............................  13
 3.6.      SEC Documents; Regulatory Filings.............................  14
 3.7.      Financial Statements..........................................  15
 3.8.      Material Adverse Change.......................................  15
 3.9.      Absence of Undisclosed Liabilities............................  15
 3.10.     Brokers and Finders...........................................  15
 3.11.     Certain Information...........................................  15
 3.12.     Legal Proceedings.............................................  16
 3.13.     Compliance with Laws; Regulatory Examinations.................  16
 3.14.     Environmental Issues..........................................  16

 
                                  ARTICLE 4.

                                  COVENANTS

 
                                                                     
 4.1.      Shareholders' Meeting.........................................  17
 4.2.      Proxy Statement; Registration Statement.......................  17
 4.3.      Applications..................................................  17
 4.4.      Best Efforts; Certain Notices and Information.................  18
 4.5.      Investigation and Confidentiality.............................  19
 4.6.      Press Releases................................................  19
 4.7.      Covenants of Landmark.........................................  19
 4.8.      Closing; Articles of..........................................  21
 4.9.      Affiliates....................................................  21
 4.10.     Landmark Employees; Directors and Management; Indemnification.  22 


                                   ARTICLE 5.

                              CONDITIONS PRECEDENT

 
                                                                    
 5.1.      Conditions Precedent to the Obligations of NHTB, Bank and 
           Landmark......................................................  23
 5.2.      Conditions Precedent to the Obligations of Landmark...........  25
 5.3.      Conditions Precedent to the Obligations of NHTB and Bank......  26
  

                                      ii

 
                                   ARTICLE 6.

                       TERMINATION, WAIVER AND AMENDMENT

                                                                
6.1.  Termination.................................................... 27
6.2.  Effect of Termination.......................................... 28
6.3.  Non-Survival of Representations, Warranties and Covenants...... 28
6.4.  Waiver......................................................... 28
6.5.  Amendment or Supplement........................................ 28
 


                                   ARTICLE 7.

                                 MISCELLANEOUS

                                                                
7.1.  Expenses....................................................... 29
7.2.  Entire Agreement............................................... 29
7.3.  No Assignment.................................................. 29
7.4.  Notices........................................................ 29
7.5.  Captions....................................................... 30
7.6.  Counterparts................................................... 30
7.7.  Governing Law.................................................. 30
 


                                      iii

 
                      AGREEMENT AND PLAN OF REORGANIZATION



     AGREEMENT AND PLAN OF REORGANIZATION ("Reorganization Agreement" or
"Agreement") dated as of July 26, 1996, by and among LANDMARK BANK ("Landmark"),
a New Hampshire state chartered bank, New Hampshire Thrift Bancshares, Inc.
("NHTB"), a Delaware corporation and Lake Sunapee Bank, fsb, a federally
chartered savings bank ("Bank").

                                   WITNESSETH

     WHEREAS, the parties hereto desire that Landmark shall be merged with and
into Bank ("Merger") pursuant to an Agreement and Plan of Merger in the form
attached hereto as Annex A ("Plan of Merger"); and

     WHEREAS, the parties hereto desire to provide for certain undertakings,
conditions, representations, warranties and covenants in connection with the
transactions contemplated hereby;

     NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained and intending to be
legally bound hereby, the parties hereto do hereby agree as follows:

                                  ARTICLE 1.
                              CERTAIN DEFINITIONS

     1.1. "NHTB Financial Statements" shall mean (i) the consolidated balance
sheets of NHTB as of March 31, 1996 and as of December 31, 1995 and 1994 and the
related consolidated statements of income, cash flows and changes in
shareholders' equity (including related notes, if any) for the three months
ended March 31, 1996 and each of the three years ended December 31, 1995, 1994
and 1993 as filed by NHTB in SEC Documents and (ii) the consolidated balance
sheets of NHTB and related consolidated statements of income, cash flows and
changes in shareholders' equity (including related notes, if any) as filed by
NHTB in SEC Documents with respect to periods ended subsequent to March 31,
1996.

     1.2. "Closing Date" shall mean the date specified pursuant to Section 4.8
hereof as the date on which the parties hereto shall close the transactions
contemplated herein.

     1.3. "Code" shall mean the Internal Revenue Code of 1986.

     1.4. "Commission" or "SEC" shall mean the Securities and Exchange
Commission.

     1.5. "Effective Date" shall mean the date specified pursuant to Section 4.8
hereof as the effective date of the Merger.

     1.6. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

 
     1.7.  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     1.8.  "FDIA" shall mean the Federal Deposit Insurance Act.

     1.9.  "FDIC" shall mean the Federal Deposit Insurance Corporation.

     1.10. "Intellectual Property" means domestic and foreign letters patent,
patents, patent applications, patent licenses, software licensed or owned, know-
how licenses, trade names, common law and other trademarks, service marks,
licenses of trademarks, trade names and/or service marks, trademark
registrations and applications, service mark registrations and applications and
copyright registrations and applications.

     1.11. "Investment Company Act" means the Investment Company Act of 1940, as
amended.

     1.12. "Material Adverse Effect" shall mean, with respect to Landmark or
NHTB, as the case may be, a material adverse effect on the business, results of
operations or financial condition of such party and, in the case of NHTB, its
subsidiaries taken as a whole; provided, however, that the following shall not
constitute or contribute to a Material Adverse Effect: (i) changes in the
financial condition, business, or results of operations of a party resulting
directly or indirectly from (1) changes in interest rates (provided that each
party is in compliance with its asset/liability management policy as disclosed
to the other party prior to the date of this Agreement, as Landmark's asset
liability management policy may be revised thereafter with NHTB's concurrence),
(2) changes in state and federal regulations or legislation affecting New
Hampshire banks or federally chartered savings banks or (3) assessments which
may be imposed on financial institutions whose deposits are insured by the
Savings Association Insurance Fund; (ii) or matters related to changes in
federal, state or local tax laws or changes in federal, state or local tax
status, characteristics, or attributes or the ability to use such attributes.

     1.13. "Landmark Financial Statements" shall mean (i) the balance sheets of
Landmark as of March 31, 1996 and as of December 31, 1995, 1994 and 1993 and the
related statements of income, cash flows and changes in shareholders' equity
(including related notes, if any) for the three months ended March 31, 1996 and
each of the three years ended December 31, 1995, 1994 and 1993 and (ii) the
balance sheets of Landmark and related statements of income, cash flows and
changes in shareholders' equity (including related notes, if any) with respect
to quarterly periods ended subsequent to March 31, 1996.

     1.14. "OTS" shall mean the Office of Thrift Supervision of the Department
of the Treasury.

     1.15. "Previously Disclosed" shall mean disclosed prior to the execution
hereof in (i) an SEC Document filed with the SEC subsequent to January 1, 1995
and prior to the date hereof or (ii) a letter dated of even date herewith from
the party making such disclosure and delivered to the other party prior to the
execution hereof.
 

                                       2

 
     1.16. "Proxy Statement" shall mean the proxy statement/prospectus (or
similar documents) together with any supplements thereto sent to the
shareholders of NHTB or Landmark to solicit their votes in connection with this
Agreement and the Plan of Merger.

     1.17. "Registration Statement" shall mean the registration statement with
respect to the NHTB Common Stock to be issued in connection with the Merger as
declared effective by the Commission under the Securities Act.

     1.18. "Rights" shall mean warrants, options, rights, convertible securities
and other arrangements or commitments which obligate an entity to issue or
dispose of any of its capital stock, and stock appreciation rights, performance
units and other similar stock-based rights whether they obligate the issuer
thereof to issue stock or other securities or to pay cash.

     1.19. "SEC Documents" shall mean all reports and registration statements
filed, or required to be filed, by a party hereto pursuant to the Securities
Laws.

     1.20. "Securities Act" shall mean the Securities Act of 1933, as amended.

     1.21. "Securities Laws" shall mean the Securities Act; the Exchange Act;
the Investment Company Act; the Investment Advisers Act of 1940, as amended; the
Trust Indenture Act of 1939, as amended; and the rules and regulations of the
Commission promulgated thereunder.

     1.22. "Stock Option Agreement" shall mean the Stock Option Agreement dated
as of even date herewith by and between Landmark and NHTB pursuant to which
Landmark will grant NHTB the right to purchase certain shares of Landmark Common
Stock (as defined below).

     1.23. "Tier 1 capital" shall mean the sum of (i) the par value of
outstanding Landmark Common Stock, (ii) surplus, (iii) the par value of
outstanding Landmark Preferred Stock, (iv) less cumulative dividends paid on
Landmark Preferred Stock, (v) plus or minus any gains/loss on held to maturity
and available for sale investments net of applicable tax adjustments, (vi) plus
or minus any retained earnings/deficit, determined in accordance with Generally
Accepted Accounting Principles.

     Other terms used herein are defined in the preamble and the recitals to
this Reorganization Agreement and in Articles 2, 3 and 4 hereof.


                                  ARTICLE 2.
                  REPRESENTATIONS AND WARRANTIES OF LANDMARK

     Landmark hereby represents and warrants to NHTB and Bank as follows:

 2.1.     Capital Structure of Landmark


                                       3

 
     As of the date hereof, (i) the authorized capital stock of Landmark
consists of 865,658 shares of common stock, par value $1.00 per share ("Landmark
Common Stock"), of which not more than 354,138 shares are issued and outstanding
and 600,000 shares of preferred stock, par value $1.00 per share ("Landmark
Preferred Stock") of which not more than 59,667 shares are issued and
outstanding and which upon conversion pursuant to Section 4.7(d) hereof will be
converted into 119,334 shares of Landmark Common Stock.  No shares of Landmark
Common Stock or Landmark Preferred Stock are held in its treasury.  No shares of
Landmark Common Stock are reserved for issuance except as Previously Disclosed
and except for 94,221 shares of Landmark Common Stock reserved for issuance
under the Stock Option Agreement (as such number of shares may be adjusted
pursuant to the terms of the Stock Option Agreement).  All outstanding shares of
Landmark Common Stock have been duly issued and are validly outstanding, fully
paid and nonassessable. Except as Previously Disclosed and except for options to
acquire shares of Landmark Common Stock pursuant to the Stock Option Agreement,
Landmark does not have and is not bound by any Rights which are authorized,
issued or outstanding with respect to the capital stock of Landmark. None of the
shares of Landmark's capital stock has been issued in violation of the
preemptive rights of any person.

 2.2.     Organization, Standing and Authority of Landmark

     Landmark is a duly organized bank, validly existing and in good standing
under the laws of New Hampshire with full power and authority to own, lease and
operate its properties and to carry on its business as now conducted and is duly
licensed or qualified to do business in the states of the United States and
foreign jurisdictions where its ownership or leasing of property or the conduct
of its business requires such qualification, except where the failure to be so
licensed or qualified would not have a Material Adverse Effect on Landmark.
Except as Previously Disclosed, Landmark does not own, directly or indirectly,
five percent or more of the outstanding capital stock or other voting securities
of any corporation, bank or other organization.

 2.3.     Ownership of Landmark Subsidiaries; Capital Structure of Landmark
Subsidiaries

     Landmark does not own, directly or indirectly, 25 percent or more of the
outstanding capital stock or other voting securities of any corporation, bank or
other organization except as Previously Disclosed (collectively the "Landmark
Subsidiaries" and individually a "Landmark Subsidiary"). The outstanding shares
of capital stock or other equity interests of the Landmark Subsidiaries are
validly issued and outstanding, fully paid and nonassessable and all such shares
or interests are directly or indirectly owned by Landmark free and clear of all
liens, claims and encumbrances. No Landmark Subsidiary has or is bound by any
Rights which are authorized, issued or outstanding with respect to the capital
stock or other equity interests of any Landmark Subsidiary, and there are no
agreements, understandings or commitments relating to the right of Landmark to
vote or to dispose of said shares or interests. None of the shares of capital
stock or other equity interests of any Landmark Subsidiary has been issued in
violation of the preemptive rights of any person.

 2.4.     Organization, Standing and Authority of Landmark Subsidiaries


                                       4

 
     Each Landmark Subsidiary is a duly organized corporation or banking
association, validly existing and in good standing under applicable laws. Each
Landmark Subsidiary (i) has full power and authority to carry on its business as
now conducted, and (ii) is duly licensed or qualified to do business in the
states of the United States and foreign jurisdictions where its ownership or
leasing of property or the conduct of its business requires such licensing or
qualification and where failure to be licensed or qualified would have a
Material Adverse Effect on Landmark. Each Landmark Subsidiary has all federal,
state, local and foreign governmental authorizations necessary for it to own or
lease its properties and assets and to carry on its business as it is now being
conducted, except where the failure to be so authorized would not have a
Material Adverse Effect on Landmark.

 2.5.     Authorized and Effective Agreement

     (a) Landmark has all requisite corporate power and authority to enter into
and perform all its obligations under this Reorganization Agreement, the Plan of
Merger and the Stock Option Agreement.  The execution and delivery of this
Reorganization Agreement, the Plan of Merger and the Stock Option Agreement and
the consummation of the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary corporate action in respect thereof
on the part of Landmark, including without limitation the approval of a majority
of the disinterested directors of Landmark, except that the affirmative vote of
the holders of at least a majority of the shares of Landmark Common Stock is the
only shareholder vote required to approve the Plan of Merger pursuant to Chapter
393 of the New Hampshire Revised Statutes Annotated and Landmark's Amended
Articles of Agreement and Bylaws. The Board of Directors of Landmark has
directed that this Agreement and the Plan of Merger be submitted to Landmark's
stockholders for approval at an annual or special meeting to be held as soon as
practicable.

     (b) Assuming the accuracy of the representation contained in Section 3.5(b)
hereof, this Reorganization Agreement and the Plan of Merger constitute legal,
valid and binding obligations of Landmark, enforceable against it in accordance
with their respective terms, subject as to enforceability, to bankruptcy,
insolvency and other laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.

     (c) Neither the execution and delivery of this Reorganization Agreement,
the Plan of Merger or the Stock Option Agreement nor consummation of the
transactions contemplated hereby or thereby, nor compliance by Landmark with any
of the provisions hereof or thereof shall (i) conflict with or result in a
breach of any provision of the Amended Articles of Agreement or Bylaws of
Landmark, (ii) constitute or result in a breach of any term, condition or
provision of, or constitute a default under, or give rise to any right of
termination, cancellation or acceleration with respect to, or result in the
creation of any lien, pledge, security interest, charge or encumbrance upon any
property or asset of Landmark pursuant to, any note, bond, mortgage, indenture,
license, agreement or other instrument or obligation, or (iii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
Landmark, except for such violations, rights, conflicts, breaches, creations or
defaults which, either individually or in the aggregate, will not have a
Material Adverse Effect on Landmark.



                                       5

 
     (d) Other than as contemplated by Sections 4.1 and 4.3 hereof and as
expressly referred to in this Reorganization Agreement, no consent, approval or
authorization of, or declaration, notice, filing or registration with, any
governmental or regulatory authority, or any other person, is required to be
made or obtained by Landmark on or prior to the Closing Date in connection with
the execution, delivery and performance of this Agreement and the Plan of Merger
or the consummation of the transactions contemplated hereby or thereby other
than the filing of a certificate or articles of merger or similar document with
the appropriate New Hampshire state authorities.

 2.6.     Regulatory Filings

     Landmark has filed all reports required by statute or regulation to be
filed with any federal or state bank regulatory agency, and such reports were
prepared in all material respects in accordance with the applicable statutes,
regulations and instructions in existence as of the date of filing of such
reports.

 2.7.     Financial Statements; Books and Records; Minute Books

     The Landmark Financial Statements fairly present the financial position of
Landmark as of the dates indicated and the results of operations, changes in
shareholders' equity and cash flows of Landmark for the periods then ended in
conformity with generally accepted accounting principles applicable to financial
institutions applied on a consistent basis except as disclosed therein. The
books and records of Landmark fairly reflect in all material respects the
transactions to which it is a party or by which its properties are subject or
bound. Such books and records have been properly kept and maintained and are in
compliance in all material respects with all applicable legal and accounting
requirements. The minute books of Landmark contain records which are accurate in
all material respects of all corporate actions of its shareholders and Board of
Directors (including committees of its Board of Directors).

 2.8.     Material Adverse Change

     Except as Previously Disclosed, Landmark has not suffered any material
adverse change that would have a Material Adverse Effect on its financial
condition, results of operations or business since December 31, 1995.

 2.9.     Absence of Undisclosed Liabilities

     Landmark has no liability (contingent or otherwise), excluding
contractually assumed contingencies, that is material to Landmark, or that, when
combined with all similar liabilities, would be material to Landmark, except as
Previously Disclosed or as disclosed in the Landmark Financial Statements issued
prior to the date hereof and except for liabilities incurred in the ordinary
course of business consistent with past practice subsequent to December 31,
1995.

 2.10.    Properties


                                       6

 
     Landmark has good and marketable title free and clear of all liens,
encumbrances, charges, defaults or equitable interests to all of the properties
and assets, real and personal, which, individually or in the aggregate, are
material to the business of Landmark and which are reflected on the Landmark
Financial Statements as of December 31, 1995 or acquired after such date, except
(i) liens for taxes not yet due and payable, (ii) pledges to secure deposits and
other liens incurred in the ordinary course of banking business, (iii) such
imperfections of title, easements and encumbrances, if any, as are not material
in character, amount or extent and (iv) dispositions and encumbrances for
adequate consideration in the ordinary course of business. All leases pursuant
to which Landmark, as lessee, leases real and personal property which,
individually or in the aggregate, are material to the business of Landmark are
valid and enforceable in accordance with their respective terms and Landmark is
not in default or in violation of any such lease.

 2.11.    Loans; Allowance for Loan Losses

     (a) Except as Previously Disclosed, each loan reflected as an asset in the
Landmark Financial Statements (i) for all loans with an original principal
amount in excess of $50,000 represents a first lien position with respect to the
collateral securing the loan, (ii) is in all material respects evidenced by
notes, agreements or other evidences of indebtedness which are true, genuine and
what they purport to be, (iii) to the extent secured, has been secured by valid
liens and security interests which have been perfected, and (iv) is not subject
to any known material defenses, set-off or counterclaims except as may be
provided under bankruptcy, insolvency, fraudulent conveyance and other laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity.

     (b) Except as Previously Disclosed, as of June 30, 1996, Landmark was not a
party to any loan, including any loan guaranty, with any director, executive
officer or 5% shareholder of Landmark or any person, corporation or enterprise
controlling, controlled by or under common control with any of the foregoing.
All loans and extensions of credit that have been made by Landmark and that are
subject to Section 22(h) of the Federal Reserve Act, as amended, comply
therewith.

     (c) In Landmark's reasonable judgement, the allowance for possible losses
reflected in the Landmark's audited statement of condition at December 31, 1995
was, and the allowance for possible losses shown on the balance sheets for
periods ending after December 31, 1995 have been and will be, adequate, as of
the dates thereof, under generally accepted accounting principles consistently
applied.

 2.12.    Tax Matters

     (a) All references to Landmark in this Section 2.12 shall include Landmark
and each Landmark Subsidiary, either individually or collectively, as the
context may require.

     (b) Landmark has timely filed federal income tax returns for each year
through December 31, 1995 and has timely filed all other federal, state, local
and foreign tax returns (including, without limitation, estimated tax returns,
returns required under Sections 1441-1446


                                       7

 
and 6031-6060 of the Code and the regulations thereunder and any comparable
state, foreign and local laws, any other information returns, withholding tax
returns, FICA and FUTA returns and back-up withholding returns required under
Section 3406 of the Code and any comparable state, foreign and local laws)
required to be filed with respect to Landmark. All taxes due in respect of the
periods covered by such tax returns have been paid or adequate reserves have
been established for the payment of such taxes in accordance with generally
accepted accounting principles.  As of the Closing Date, all taxes due in
respect of any subsequent periods ending on or prior to the Closing Date (or
that portion of any period that is prior to the Closing Date) will have been
paid or adequate reserves will have been established for the payment thereof in
accordance with generally accepted accounting principles.  Except as Previously
Disclosed, no (i) audit examination, (ii) deficiency or (iii) refund litigation
with respect to any tax is pending. Landmark will not have any material
liability for any taxes in excess of amounts paid or reserves or accruals
established.

     (c) All federal, state and local (and, if applicable, foreign) tax returns
filed by Landmark are complete and accurate in all material respects. Landmark
is not delinquent in the payment of any tax, assessment or governmental charge,
and has not requested any extension of time within which to file any tax returns
in respect of any fiscal year or portion thereof which have not since been
filed. No deficiencies for any tax, assessment or governmental charge have been
proposed, asserted or assessed (tentatively or otherwise) against Landmark which
have not been settled and paid. There are currently no agreements in effect with
respect to Landmark to extend the period of limitations for the assessment or
collection of any tax.

     (d) Neither the transactions contemplated hereby nor the termination of the
employment of any employees of Landmark prior to or following consummation of
the transactions contemplated hereby could result in Landmark making or being
required to make any "excess parachute payment" as that term is defined in
Section 280G of the Code.

 2.13.    Employee Benefit Plans

     (a) Prior to the Closing Date, Landmark will make available to NHTB true
and complete copies of (i) all qualified pension or profit-sharing plans, any
deferred compensation, consulting, bonus or group insurance contract or any
other incentive, welfare or employee benefit plan or agreement maintained for
the benefit of employees or former employees of Landmark, (ii) the most recent
actuarial and financial reports prepared with respect to any qualified plans,
(iii) the most recent annual reports filed with any government agency, and (iv)
all rulings and determination letters and any open requests for rulings or
letters that pertain to any qualified plan.

     (b) Neither Landmark nor any pension plan maintained by Landmark has
incurred or reasonably expects to incur any material liability to the Pension
Benefit Guaranty Corporation or to the Internal Revenue Service with respect to
any pension plan qualified under Section 401 of the Code except liabilities to
the Pension Benefit Guaranty Corporation pursuant to Section 4007 of ERISA, all
of which have been fully paid. No reportable event under Section 4043(b) of
ERISA has occurred with respect to any such pension plan.


                                       8

 
     (c) Landmark does not participate in, and has not incurred any liability
under Section 4201 of ERISA for a complete or partial withdrawal from, a
multiemployer plan as such term is defined in ERISA.

     (d) Except as Previously Disclosed, a favorable determination letter has
been issued by the Internal Revenue Service with respect to each "employee
pension plan" (as defined in Section 3(2) of ERISA) of Landmark which is
intended to be a qualified plan to the effect that such plan is qualified under
Section 401 of the Code and tax exempt under Section 501 of the Code. No such
letter has been revoked or threatened to be revoked and Landmark knows of no
reasonable ground on which such revocation may be based. Such plans have been
operated in all material respects in accordance with their terms and applicable
law.

     (e) No prohibited transaction (which shall mean any transaction prohibited
by Section 406 of ERISA and not exempt under Section 408 of ERISA) has occurred
with respect to any "employee benefit plan" (as defined in Section 3(3) of
ERISA) maintained by Landmark which would result in the imposition, directly or
indirectly, of an excise tax under Section 4975 of the Code that would have,
individually or in the aggregate, a Material Adverse Effect on Landmark.

     (f) The actuarial present value of accrued benefit obligations, whether or
not vested, under each "employee pension plan" maintained by Landmark did not
exceed as of the most recent actuarial valuation date the then current fair
market value of the assets of such plan and no material adverse change has
occurred with respect to the funded status of any such plan since such date.

 2.14.    Certain Contracts

     (a) Except as Previously Disclosed, Landmark is not a party to, or bound
by, (i) any material contract, arrangement or commitment whether or not made in
the ordinary course of business (other than loans or loan commitments and
funding transactions in the ordinary course of Landmark's banking business) or
any agreement restricting the nature or geographic scope of its business
activities in any material respect, (ii) any agreement, indenture or other
instrument relating to the borrowing of money by Landmark or the guarantee by
Landmark of any such obligation, other than instruments relating to transactions
entered into in the customary course of business, (iii) any written or oral
agreement, arrangement or commitment relating to the employment of a consultant
or the employment, election, retention in office or severance of any present or
former director or officer, or (iv) any contract, agreement or understanding
with a labor union.

     (b) Landmark is not in default in any material respect under any material
agreement, commitment, arrangement, lease, insurance policy or other instrument
whether entered into in the ordinary course of business or otherwise, and there
has not occurred any event that, with the lapse of time or giving of notice or
both, would constitute such a default.


                                       9

 
 2.15.    Legal Proceedings

     There are no actions, suits or proceedings instituted, pending or, to the
knowledge of Landmark, threatened (or unasserted but considered probable of
assertion and which if asserted would have at least a reasonable probability of
an unfavorable outcome) against Landmark or against any asset, interest or right
of Landmark that, if determined adversely to Landmark, would, individually or in
the aggregate, have a Material Adverse Effect on Landmark. To the knowledge of
Landmark, there are no actual or threatened actions, suits or proceedings which
present a claim to restrain or prohibit the transactions contemplated herein or
to impose any material liability in connection therewith. There are no actions,
suits or proceedings instituted, pending or, to the knowledge of Landmark,
threatened (or unasserted but considered probable of assertion and which if
asserted would be reasonably expected to have an unfavorable outcome) against
any present or former director or officer of Landmark, that might give rise to a
claim for indemnification and that, in the event of an unfavorable outcome,
would, individually or in the aggregate, have a Material Adverse Effect on
Landmark and, to the knowledge of Landmark, there is no reasonable basis for any
such action, suit or proceeding.

 2.16.    Compliance with Laws

     Except as Previously Disclosed, Landmark is in compliance in all material
respects with all statutes and regulations applicable to the conduct of its
business except for violations which, individually or in the aggregate, would
not have a Material Adverse Effect on Landmark, and Landmark has not received
notification from any agency or department of federal, state or local government
(i) asserting a material violation of any such statute or regulation, (ii)
threatening to revoke any license, franchise, permit or government authorization
or (iii) restricting or in any way limiting its operations. Landmark is not
subject to any regulatory or supervisory cease and desist order, agreement,
directive, memorandum of understanding or commitment, and has not received any
communication requesting that it enter into any of the foregoing.

 2.17.    Labor Matters

     With respect to its employees, Landmark is not a party to any labor
agreement with any labor organization, group or association and has not engaged
in any unfair labor practice as defined under applicable federal law. Since
January 1, 1996, Landmark has not experienced any attempt by organized labor or
its representatives to make Landmark conform to demands of organized labor
relating to their employees or to enter into a binding agreement with organized
labor that would cover the employees of Landmark. There is no unfair labor
practice charge or other complaint by any employee or former employee of
Landmark against it pending before any governmental agency arising out of
Landmark's activities; there is no labor strike or labor disturbance pending or,
to the knowledge of Landmark, threatened against it; and Landmark has not
experienced a work stoppage or other labor difficulty.  Landmark is in
compliance with applicable laws regarding employment of employees and retention
of independent contractors, and is in compliance with applicable employment tax
laws.

 2.18.    Brokers and Finders


                                      10

 
     Neither Landmark nor any of its officers, directors or employees, has
employed any broker, finder or financial advisor or incurred any liability for
any fees or commissions in connection with the transactions contemplated herein
or the Plan of Merger, except that Landmark has engaged and will pay a fee to
McConnell, Budd & Downes, Inc. as Previously Disclosed.

 2.19.    Insurance

     Landmark currently maintains insurance in amounts reasonably necessary for
its operations. Landmark has not received any notice of a premium increase or
cancellation with respect to any of its insurance policies or bonds, and within
the last three years, Landmark has not been refused any insurance coverage
sought or applied for, and Landmark has no reason to believe that existing
insurance coverage cannot be renewed as and when the same shall expire, upon
terms and conditions as favorable as those presently in effect, other than
possible increases in premiums or unavailability in coverage that have not
resulted from any extraordinary loss experience of Landmark. The deposits of
Landmark are insured by the Bank Insurance Fund of the FDIC in accordance with
the FDIA, and Landmark has paid all assessments and filed all reports required
by the FDIA.

 2.20.    Environmental Liability

     Landmark has not received any written notice of any legal, administrative,
arbitral or other proceeding, claim or action and, to the knowledge of Landmark,
there is no governmental investigation of any nature ongoing, in each case that
could reasonably be expected to result in the imposition, on Landmark of any
liability arising under any local, state or federal environmental statute,
regulation or ordinance including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
which liability would have a Material Adverse Effect on Landmark; there are no
facts or circumstances which could reasonably be expected to form the basis for
any such proceeding, claim, action or governmental investigation that would
impose any such liability; and Landmark is not subject to any agreement, order,
judgment, decree or memorandum by or with any court, governmental authority,
regulatory agency or third party imposing any such liability.

 2.21.    Administration of Trust Accounts

     Except as Previously Disclosed, Landmark does not currently and has not
previously administered any accounts for which it acts as a fiduciary or agent,
including but not limited to accounts for which it serves as a trustee, agent,
custodian, personal representative, guardian, conservator or investment advisor.

 2.22.    Intellectual Property

     Landmark owns the entire right, title and interest in and to, or has valid
licenses with respect to, all the Intellectual Property necessary in all
material respects to conduct the business and operations of Landmark as
presently conducted, except where the failure to do so would not, individually
or in the aggregate, have a Material Adverse Effect on Landmark. None of such


                                      11

 
Intellectual Property is subject to any outstanding order, decree, judgment,
stipulation, settlement, lien, charge, encumbrance or attachment, which order,
decree, judgment, stipulation, settlement, lien, charge, encumbrance or
attachment would have a Material Adverse Effect on Landmark.

 2.23.    Certain Information

     At all times subsequent to the effectiveness of the Registration Statement
or any post-effective amendment thereto and up to and including the time of the
Landmark shareholders' meeting to vote upon the Merger, and at all times
subsequent to the mailing of any Proxy Statement or any amendment thereto and up
to and including the time of the Landmark shareholders' meeting to vote upon the
Merger, such Registration Statement or Proxy Statement and all amendments or
supplements thereto, with respect to all information set forth therein furnished
by Landmark relating to Landmark shall (i) comply in all material respects with
the applicable provisions of the Securities Laws, and (ii) not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements contained therein not
misleading.

 2.24.    Takeover Provisions

     The transactions contemplated by this Reorganization Agreement are exempt
from any applicable state takeover law.


                                  ARTICLE 3.
                       REPRESENTATIONS AND WARRANTIES OF
                                 NHTB AND BANK

     NHTB and Bank hereby jointly and severally represent and warrant to
Landmark as follows:

 3.1.     Capital Structure of NHTB

     (a) As of the date hereof, (i) the authorized capital stock of NHTB
consists solely of 5,000,000 shares of common stock ("NHTB Common Stock") and
2,500,000 shares of preferred stock ("NHTB Preferred Stock"), (ii) there are not
more than 1,689,503 shares of NHTB Common Stock issued and outstanding, 457,779
shares of NHTB Common Stock held in its treasury, and no shares of NHTB
Preferred Stock issued and outstanding, and (iii) 112,490 shares of NHTB Common
Stock are reserved for issuance under employee stock option plans ("NHTB Stock
Option Plans").

     (b) As of the date hereof, except for shares of NHTB Common Stock subject
to options under the NHTB Stock Option Plans, NHTB is not bound by any
outstanding subscriptions, options, warrants, calls, commitments or agreements
of any character calling for the transfer, purchase or issuance of, or
representing the right to purchase, subscribe for or otherwise receive, any
shares of its capital stock or any securities convertible into or representing
the right to receive,


                                      12

 
purchase or subscribe for any such shares of NHTB. There are no agreements or
understandings to which NHTB is a party with respect to the voting of any shares
of NHTB Common Stock or which restrict the transfer of such shares.

     (c) All outstanding shares of NHTB Common Stock have been duly issued and
are validly outstanding, fully paid and nonassessable. None of the shares of
NHTB's capital stock has been issued in violation of the preemptive rights of
any person. The shares of NHTB Common Stock to be issued in connection with the
Merger have been duly authorized and, when issued in accordance with the terms
of this Reorganization Agreement and the Plan of Merger, will be validly issued,
fully paid, nonassessable and free and clear of any preemptive rights.

 3.2.     Organization, Standing and Authority of NHTB

     NHTB is a duly organized corporation, validly existing and in good standing
under the laws of Delaware, with full corporate power and authority to carry on
its business as now conducted and is duly licensed or qualified to do business
in the states of the United States and foreign jurisdictions where its ownership
or leasing of property or the conduct of its business requires such
qualification, except where the failure to be so licensed or qualified would not
have a Material Adverse Effect on NHTB. NHTB is registered as a savings and loan
holding company under the Savings and Loan Holding Company Act, as amended.

 3.3.     Ownership of NHTB Subsidiaries; Capital Structure of NHTB Subsidiaries

     NHTB does not own, directly or indirectly, 25 percent or more of the
outstanding capital stock or other voting securities of any corporation, bank or
other organization except as Previously Disclosed (collectively the "NHTB
Subsidiaries" and individually a "NHTB Subsidiary"). The outstanding shares of
capital stock or other equity interests of the NHTB Subsidiaries are validly
issued and outstanding, fully paid and nonassessable and all such shares or
interests are directly or indirectly owned by NHTB free and clear of all liens,
claims and encumbrances. No NHTB Subsidiary has or is bound by any Rights which
are authorized, issued or outstanding with respect to the capital stock or other
equity interests of any NHTB Subsidiary, and there are no agreements,
understandings or commitments relating to the right of NHTB to vote or to
dispose of said shares or interests. None of the shares of capital stock or
other equity interests of any NHTB Subsidiary has been issued in violation of
the preemptive rights of any person.

 3.4.     Organization, Standing and Authority of NHTB Subsidiaries

     Each NHTB Subsidiary is a duly organized corporation or banking
association, validly existing and in good standing under applicable laws. Each
NHTB Subsidiary (i) has full power and authority to carry on its business as now
conducted, and (ii) is duly licensed or qualified to do business in the states
of the United States and foreign jurisdictions where its ownership or leasing of
property or the conduct of its business requires such licensing or qualification
and where failure to be licensed or qualified would have a Material Adverse
Effect on NHTB. Each NHTB Subsidiary has all federal, state, local and foreign
governmental authorizations necessary for it to


                                      13

 
own or lease its properties and assets and to carry on its business as it is now
being conducted, except where the failure to be so authorized would not have a
Material Adverse Effect on NHTB.

 3.5.     Authorized and Effective Agreement

     (a) Each of NHTB and Bank has all requisite corporate power and authority
to enter into and perform all of its obligations under this Reorganization
Agreement, the Plan of Merger and the Stock Option Agreement.  The execution and
delivery of this Reorganization Agreement; the Plan of Merger and the Stock
Option Agreement and the consummation of the transactions contemplated hereby
and thereby have been duly and validly authorized by all necessary corporate
action in respect thereof on the part of NHTB and Bank, other than the
affirmative vote of the holders of a majority of the votes cast by the holders
of NHTB Common Stock eligible to vote thereon, which is required to authorize
the issuance of NHTB Common Stock pursuant to this Reorganization Agreement and
the Plan of Merger in accordance with National Association of Securities Dealers
Automated Quotation ("NASDAQ") policy. The Board of Directors of NHTB has
directed that this Agreement and the Plan of Merger be submitted to NHTB's
stockholders for approval at an annual or special meeting to be held as soon as
practicable.

     (b) Assuming the accuracy of the representation contained in Section 2.5(b)
hereof, this Reorganization Agreement and the Plan of Merger constitute legal,
valid and binding obligations of NHTB and Bank, in each case enforceable against
it in accordance with their respective terms subject, as to enforceability, to
bankruptcy, insolvency and other laws of general applicability relating to or
affecting creditors' rights and to general principles of equity.

     (c) Neither the execution and delivery of this Reorganization Agreement,
the Plan of Merger or the Stock Option Agreement nor consummation of the
transactions contemplated hereby or thereby, nor compliance by NHTB or Bank with
any of the provisions hereof or thereof shall (i) conflict with or result in a
breach of any provision of the articles or certificate of incorporation or
association, charter or bylaws of NHTB or any NHTB Subsidiary, (ii) constitute
or result in a breach of any term, condition or provision of, or constitute a
default under, or give rise to any right of termination, cancellation or
acceleration with respect to, or result in the creation of any lien, charge or
encumbrance upon any property or asset of NHTB or any NHTB Subsidiary pursuant
to, any note, bond, mortgage, indenture, license, agreement or other instrument
or obligation, or (iii) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to NHTB or any NHTB Subsidiary, except for such
violations, rights, conflicts, breaches, creations or defaults which, either
individually or in the aggregate, will not have a Material Adverse Effect on
NHTB.

     (d) Except for approvals specified in Sections 4.1 and 4.3 hereof, and
except as expressly referred to in this Reorganization Agreement, no consent,
approval or authorization of, or declaration, notice, filing or registration
with, any governmental or regulatory authority, or any other person, is required
to be made or obtained by NHTB or Bank on or prior to the Closing Date in
connection with the execution, delivery and performance of this Agreement and
the Plan of Merger or the consummation of the transactions contemplated hereby
or thereby.


                                      14

 
 3.6.     SEC Documents; Regulatory Filings

     NHTB has filed all SEC Documents required by the Securities Laws and such
SEC Documents complied, as of their respective dates, in all material respects
with the Securities Laws. NHTB and each of the NHTB Subsidiaries has filed all
reports required by statute or regulation to be filed with any federal or state
bank regulatory agency, and such reports were prepared in accordance with the
applicable statutes, regulations and instructions in existence as of the date of
filing of such reports in all material respects.

 3.7.     Financial Statements

     The NHTB Financial Statements fairly present the consolidated financial
position of NHTB and the consolidated NHTB Subsidiaries as of the dates
indicated and the consolidated results of operations, changes in shareholders'
equity and cash flows of NHTB and the consolidated NHTB Subsidiaries for the
periods then ended in conformity with generally accepted accounting principles
applicable to financial institutions applied on a consistent basis except as
disclosed therein.

 3.8.     Material Adverse Change

     NHTB has not, on a consolidated basis, suffered any material adverse change
that would have a Material Adverse Effect on its financial condition, results of
operations or business since December 31, 1995.

 3.9.     Absence of Undisclosed Liabilities

     Neither NHTB nor any NHTB Subsidiary has any liability (contingent or
otherwise), excluding contractually assumed contingencies, that is material to
NHTB on a consolidated basis, or that, when combined with all similar
liabilities, would be material to NHTB on a consolidated basis, except as
Previously Disclosed, as disclosed in the NHTB Financial Statements filed with
the SEC prior to the date hereof and except for liabilities incurred in the
ordinary course of business subsequent to December 31, 1995.

 3.10.    Brokers and Finders

     Neither NHTB nor any NHTB Subsidiary, nor any of their respective officers,
directors or employees, has employed any broker, finder or financial advisor or
incurred any liability for any fees or commissions in connection with the
transactions contemplated herein or the Plan of Merger, except that NHTB has
engaged and will pay a fee to HAS Associates, Inc.

 3.11.    Certain Information

     At all times subsequent to the effectiveness of the Registration Statement
or any post-effective amendment thereto and up to and including the time of the
NHTB shareholders' meeting to vote upon the Merger, and at all times subsequent
to the mailing of any Proxy Statement or any amendment thereto and up to and
including the time of the NHTB shareholders'


                                      15

 
meeting to vote upon the Merger, such Registration Statement or Proxy Statement
and all amendments or supplements thereto, with respect to all information set
forth therein furnished by NHTB relating to NHTB and the NHTB Subsidiaries shall
(i) comply in all material respects with the applicable provisions of the
Securities Laws, and (ii) not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements contained therein not misleading.

 3.12.    Legal Proceedings

     Except for matters which, individually or in the aggregate, would not have
a Material Adverse Effect on NHTB and the NHTB Subsidiaries, taken as a whole,
neither NHTB nor any of the NHTB Subsidiaries is a party to any, and there are
no pending or, to the best of NHTB's knowledge, threatened, legal,
administrative, arbitral or other proceedings, claims, actions or governmental
investigations of any nature by or against NHTB or any of the NHTB Subsidiaries;
and neither NHTB nor any of the NHTB Subsidiaries is a party to or subject to
any order, judgment or decree.

 3.13.    Compliance with Laws; Regulatory Examinations

     (a) NHTB and each of the NHTB Subsidiaries holds, and has at all times
held, all licenses, franchises, permits, approvals, consents, qualifications and
authorizations material for the lawful conduct of its business under and
pursuant to, and has complied with, and is not in default under, any applicable
law, statute, order, rule, regulation, policy, ordinance, reporting or filing
requirement and/or guideline of any federal, state or local governmental
authority relating to NHTB or any of the NHTB Subsidiaries, except for
violations which, either individually or in the aggregate, do not or would not
have a Material Adverse Effect on NHTB and the NHTB Subsidiaries taken as a
whole, and neither NHTB or any of the NHTB Subsidiaries has knowledge of any
violation of any of the above.

     (b) Except for normal examinations conducted by a regulatory agency in the
regular course of the business of NHTB and the NHTB Subsidiaries, no regulatory
agency has initiated any proceeding or, to the best knowledge of NHTB,
investigation into the business or operations of NHTB or any of the NHTB
Subsidiaries since December 31, 1995. NHTB has not received any objection from
any regulatory agency to NHTB's response to any violation, criticism or
exception with respect to any report or statement relating to any examinations
of NHTB or any of the NHTB Subsidiaries.

 3.14.    Environmental Issues

     Except where such violation, liability or noncompliance would not have a
Material Adverse Effect on NHTB and the NHTB Subsidiaries, taken as a whole: (i)
neither NHTB nor any of the NHTB Subsidiaries has violated during the last five
years or is in violation of any federal, state or local environmental law; (ii)
none of the properties owned or leased by NHTB or any NHTB Subsidiary
(including, without limitation, soils and surface and ground waters) are
contaminated with any hazardous substance; (iii) neither NHTB nor any of the
NHTB Subsidiaries is liable for


                                      16

 
any off-site contamination; (iv) neither NHTB nor any of the NHTB Subsidiaries
is liable under any federal, state or local environmental law; and (v) NHTB and
each of the NHTB Subsidiaries is, and has during the last five years been, in
compliance with, all of their respective permits, licenses and other
authorizations referred to under any environmental laws. For purposes of the
foregoing, all references to "properties" include, without limitation, any owned
real property or leased real property.


                                 ARTICLE 4.
                                 COVENANTS

 4.1.     Shareholders' Meeting

     NHTB and Landmark shall submit this Reorganization Agreement and the Plan
of Merger and, in the case of NHTB, the issuance of NHTB Common Stock
thereunder, to their respective shareholders for approval at annual or special
meetings to be held as soon as practicable. Subject to the fiduciary duties of
the respective boards of directors of Landmark and NHTB as determined by each
after consultation with such board's counsel, the boards of directors of NHTB
and Landmark shall recommend at the respective shareholders' meetings that the
shareholders vote in favor of such approval.  The Boards of Directors of NHTB
and Landmark in discharging their respective fiduciary duties, may request and
take into consideration a letter from each of their respective financial
consultants to the effect that in such financial consultant's opinion, the
consideration to be received by holders of Landmark Common Stock in connection
with the Merger is fair to their respective shareholders from a financial point
of view.

 4.2.     Proxy Statement; Registration Statement

     As promptly as practicable after the date hereof, NHTB and Landmark shall
cooperate in the preparation of a Proxy Statement to be mailed to the
shareholders of Landmark and NHTB in connection with the Merger and the
transactions contemplated thereby and to be filed by NHTB as part of the
Registration Statement.  It is anticipated that NHTB and Landmark will present
the Merger to their respective shareholders pursuant to the Proxy Statement.
NHTB will advise Landmark, promptly after it receives notice thereof, of the
time when the Registration Statement or any post-effective amendment thereto has
become effective or any supplement or amendment has been filed, of the issuance
of any stop order, of the suspension of qualification of the NHTB Common Stock
issuable in connection with the Merger for offering or sale in any jurisdiction,
or the initiation or threat of any proceeding for any such purpose, or of any
request by the SEC for the amendment or supplement of the Registration Statement
or for additional information. NHTB shall take all actions necessary to register
or qualify the shares of NHTB Common Stock to be issued in the Merger pursuant
to all applicable state "blue sky" or securities laws and shall maintain such
registrations or qualifications in effect for all purposes hereof. NHTB shall
apply for approval to list the shares of NHTB Common Stock to be issued in the
Merger on the NASDAQ, subject to official notice of issuance, prior to the
Effective Date.

 4.3.     Applications


                                      17

 
     As promptly as practicable after the date hereof, NHTB shall submit any
requisite applications or petitions for prior approval of the transactions
contemplated herein and in the Plan of Merger (i) to the OTS pursuant to the
Bank Merger Act and 12 C.F.R. (S) 563.22, and (ii) to the New Hampshire Bank
Commissioner pursuant to Chapter 393 or other applicable section of the New
Hampshire Revised Statutes Annotated, and the regulations promulgated
thereunder. Each of the parties hereto shall, and they shall cause their
respective subsidiaries to, submit any applications, notices or other filings to
any other state or federal government agency, department or body the approval of
which is required for consummation of the Merger. Landmark and NHTB each
represents and warrants to the other that all information concerning it and its
directors, officers, shareholders and subsidiaries included (or submitted for
inclusion) in any such application and furnished by it shall be true, correct
and complete in all material respects.

 4.4.     Best Efforts; Certain Notices and Information

     (a) NHTB, Bank, and Landmark shall each use its best efforts in good faith,
and NHTB shall cause its subsidiaries to use their best efforts in good faith,
to (a) furnish such information as may be required in connection with the
preparation of the documents referred to in Sections 4.2 and 4.3 above, and (b)
take or cause to be taken all action necessary or desirable on its part so as to
permit consummation of the Merger at the earliest possible date, including,
without limitation, (i) obtaining the consent or approval of each individual,
partnership, corporation, association or other business or professional entity
whose consent or approval is required for consummation of the transactions
contemplated hereby, provided that Landmark shall not agree to make any payments
or modifications to agreements in connection therewith without the prior written
consent of NHTB, and (ii) requesting the delivery of appropriate opinions,
consents and letters from its counsel and independent auditors. No party hereto
shall take or fail to take, or cause or permit its subsidiaries to take or fail
to take, or to the best of its ability permit to be taken or omitted to be taken
by any third persons, any action that would substantially impair the prospects
of completing the Merger pursuant to this Reorganization Agreement and the Plan
of Merger.  In the event that any party has taken any action, whether before, on
or after the date hereof, that would adversely affect such qualification, each
party shall take such action as the other party may reasonably request to cure
such effect to the extent curable without a Material Adverse Effect on any of
the parties.

     (b) Landmark shall give prompt notice to NHTB, and NHTB shall give prompt
notice to Landmark, in each case within five (5) business days of (i) the
occurrence, or failure to occur, of any event which occurrence or failure would
be likely to cause any representation or warranty contained in this Agreement to
be untrue or inaccurate in any material respect at any time from the date hereof
to the Closing Date, and (ii) any material failure of Landmark, NHTB or the
Bank, as the case may be, to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder, and each party shall
use all reasonable efforts to remedy such failure.

     (c) Landmark shall provide and shall request its auditors to provide NHTB
with such historical financial information regarding it (and related audit
reports and consents) as NHTB may reasonably request for securities disclosure
purposes.


                                      18

 
     (d) During the period from the date of this Agreement until the earlier to
occur of the Effective Date or the termination of this Agreement pursuant to
Section 6.1 hereof, NHTB shall, from time to time when deemed appropriate by
NHTB or when requested by Landmark, cause one or more of its representatives to
confer with representatives of Landmark and report any relevant information
relating to any material transactions outside of NHTB's ordinary course of
business.

 4.5.     Investigation and Confidentiality

     Landmark and NHTB each will keep the other advised of all material
developments relevant to its business and to consummation of the transactions
contemplated herein and in the Plan of Merger. NHTB and Landmark each may make
or cause to be made such investigation of the financial and legal condition of
the other as such party reasonably deems necessary or advisable in connection
with the transactions contemplated herein and in the Plan of Merger; provided,
however, that such investigation shall be reasonably related to such
transactions and shall not interfere unnecessarily with normal operations. NHTB
and Landmark agree to furnish the other and the other's advisors with such
financial data and other information with respect to its business and properties
as such other party shall from time to time reasonably request. No investigation
pursuant to this Section 4.5 shall affect or be deemed to modify any
representation or warranty made by, or the conditions to the obligations to
consummate the Merger of, any party hereto. Each party hereto shall hold all
information furnished by the other party or any of such party's subsidiaries or
representatives pursuant to Section 4.5 in confidence to the extent required by,
and in accordance with, the provisions of the confidentiality agreement dated
February 15, 1996 by and between Landmark and NHTB (the "Confidentiality
Agreement").

 4.6.     Press Releases

     Landmark and NHTB shall agree with each other as to the form and substance
of any press release related to this Reorganization Agreement, the Plan of
Merger, the Stock Option Agreement or the transactions contemplated hereby or
thereby, and shall consult each other as to the form and substance of other
public disclosures related thereto; provided, however, that nothing contained
herein shall prohibit any party, following notification to the other parties,
from making any disclosure which its counsel deems necessary.

 4.7.     Covenants of Landmark

     (a) Prior to the Closing Date, and except as otherwise provided for by this
Reorganization Agreement, the Plan of Merger, the Stock Option Agreement or
consented to or approved by NHTB, Landmark shall use its best efforts to
preserve its properties, business and relationships with customers, employees
and other persons.

     (b) Except with the prior written consent of NHTB or except as Previously
Disclosed or except as expressly contemplated or permitted by this
Reorganization Agreement, the Plan of Merger, or the Stock Option Agreement
Landmark shall not:


                                      19

 
     (1) carry on its business other than in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted;

     (2) declare, set aside, make or pay any dividend or other distribution in
respect of its capital stock;

     (3) issue any shares of its capital stock (except for the issuance of the
Landmark Common Stock pursuant to Section 4.7(d) hereof) or permit any treasury
shares to become outstanding other than pursuant to the Stock Option Agreement;

     (4) incur any additional debt obligation or other obligation for borrowed
money other than in the ordinary course of business consistent with past
practice;

     (5) issue, grant or authorize any Rights or effect any recapitalization,
reclassification, stock dividend, stock split or like change in capitalization,
or redeem, repurchase or otherwise acquire any shares of its capital stock;

     (6) amend its Articles of Agreement or bylaws;

     (7) merge with any other corporation, savings association or bank or permit
any other corporation, savings association or bank to merge into it or
consolidate with any other corporation, savings association or bank; acquire
control over any other firm, bank, corporation, savings association or
organization or create any subsidiary;

     (8) except in the ordinary course of business, waive or release any
material right or cancel or compromise any material debt or claim;

     (9) fail to comply in any material respect with any laws, regulations,
ordinances or governmental actions applicable to it and to the conduct of its
business;

     (10) enter into any material swap, hedge or other similar off-balance sheet
transaction;

     (11) liquidate or sell or dispose of any material assets or acquire any
material assets; make any capital expenditure in excess of $25,000 in any
instance or in the aggregate; or, except as Previously Disclosed, establish new
branches or other similar facilities or enter into or modify any leases or other
contracts relating thereto that involve annual payments that exceed $10,000 in
any instance or $25,000 in the aggregate;

     (12) increase the rate of compensation of, pay or agree to pay any bonus
to, or provide any other employee benefit or incentive to, any of its directors,
officers or employees;

     (13) enter into, modify or extend any employment or severance contracts
with any of its present or former directors, officers or employees;


                                      20

 
     (14) enter into or substantially modify (except as may be required by
applicable law) any pension, retirement, stock option, stock purchase, stock
appreciation right, savings, profit sharing, deferred compensation, consulting,
bonus, group insurance or other employee benefit, incentive or welfare contract,
plan or arrangement, or any trust agreement related thereto, in respect of any
of its directors, officers or other employees;

     (15) change its lending, investment, asset/liability management or other
material banking policies in any material respect except as may be required by
changes in applicable law;
     (16) change its methods of accounting in effect at December 31, 1995,
except as required by changes in generally accepted accounting principles
concurred in by its independent certified public accountants, or change any of
its methods of reporting income and deductions for federal income tax purposes
from those employed in the preparation of its federal income tax returns for the
year ended December 31, 1995, except as required by law;

     (17) solicit or initiate inquiries or proposals with respect to any
acquisition or purchase of all or a substantial portion of the assets of, or a
substantial equity interest in, Landmark or any business combination with
Landmark other than as contemplated by this Reorganization Agreement; or
authorize or permit any officer, director, agent or affiliate of it to do any of
the above; or fail to notify NHTB as soon as practicable if any such inquiries
or proposals are received by Landmark, or if Landmark or any officer, director,
agent or affiliate thereof is requested to or does furnish any confidential
information relating to, or participates in any negotiations or discussions
concerning, any transaction of a type described in this paragraph; or

     (18) agree to do any of the foregoing.

     (c) Landmark agrees to approve, execute and deliver any amendment to this
Reorganization Agreement and the Plan of Merger and any additional plans and
agreements requested by NHTB to modify the structure of, or to substitute
parties to, the transactions contemplated hereby; provided, however, that no
such change shall (i) alter or change the amount or kind of consideration to be
delivered to the shareholders of Landmark in connection with the Merger, (ii)
adversely affect the tax treatment to the shareholders of Landmark as a result
of receiving such merger consideration, or (iii) materially impede or delay
receipt of any approval referred to in Section 4.3 hereof or the consummation of
the transactions contemplated by this Reorganization Agreement and the Plan of
Merger.

     (d) Prior to the Effective Date, Landmark agrees to take any and all action
necessary to cause all outstanding shares of Landmark Preferred Stock to be
converted into shares of Landmark Common Stock pursuant to the provisions of the
Statement of Designation adopted by the Board of Directors of Landmark on
October 14, 1992.

     (e) Contemporaneous with the signing of this Agreement, the directors of
Landmark will enter into an agreement in the form attached hereto as Exhibit A,
whereby they will vote all shares of Landmark Common Stock held by them for the
approval of the Merger.

 4.8.     Closing; Articles of Combination


                                      21

 
     The transactions contemplated by this Reorganization Agreement and the Plan
of Merger shall be consummated at a closing ("Closing") to be held at the
offices of New Hampshire Thrift Bancshares, 9 Main Street, Newport, New
Hampshire, at 10:00 a.m. on the first business day that is at least 10 calendar
days after the date on which the last of all required approvals for the Merger
has been obtained and the last of all required waiting periods under such
approvals has expired, or at such other place, date or time as NHTB and Landmark
may mutually agree upon, with the Merger to be consummated after such
intermediate steps as NHTB may specify. The Merger shall be effective at the
time and on the date specified in the articles of combination to be filed with
the Secretary of the Office of Thrift Supervision (the "Effective Date").

 4.9.     Affiliates

     Landmark and NHTB shall cooperate and use their best efforts to identify
those persons who may be deemed to be "affiliates" of Landmark within the
meaning of Rule 145 promulgated by the Commission under the Securities Act.
Landmark shall use its best efforts to cause each person so identified to
deliver to NHTB, no later than 30 days prior to the Effective Date, a written
agreement providing that such person will not dispose of any NHTB Common Stock
received in the Merger except in compliance with the Securities Act, the rules
and regulations promulgated thereunder.

 4.10.    Landmark Employees; Directors and Management; Indemnification

     (a) All employees of Landmark as of the Effective Date shall become
employees of NHTB or a NHTB Subsidiary as of the Effective Date. Nothing in this
Agreement shall give any employee of Landmark a right to continuing employment
with NHTB after the Effective Date. As soon as practicable after the Effective
Date, NHTB shall provide or cause to be provided to all employees of Landmark
who remain employed by NHTB or any NHTB Subsidiary after the Effective Date with
employee benefits which, in the aggregate, are no less favorable than those
generally afforded to other employees of NHTB or NHTB's Subsidiaries holding
similar positions, including without limitation employee benefits provided in
accordance with NHTB's severance policy, subject to the terms and conditions
under which those employee benefits are made available to such employees;
provided that, for purposes of determining eligibility for and vesting of such
employee benefits only (and not for pension benefit accrual purposes), service
with Landmark (including service with a predecessor corporation) prior to the
Effective Date shall be treated as service with an "employer" to the same extent
as if such persons had been employees of NHTB, and provided further that this
Section 4.10(a) shall not be construed to limit the ability of NHTB and its
affiliates to terminate the employment of any employee or to review employee
benefits programs from time to time and to make such changes as they deem
appropriate.

          (1) In the event any employee of NHTB who was employed by Landmark at
the Effective Date is terminated from NHTB within one year after the Effective
Date, in addition to any severance payment, each such employee shall be
reimbursed for the costs they incur for COBRA coverage during such employee's
severance period (for purposes hereof, the term severance period shall mean that
period of time for which severance pay is paid), provided,


                                      22

 
however, that on or prior to any payment by NHTB pursuant to this provision,
each such employee executes a release of claim in favor of NHTB in the form
attached hereto as Exhibit B.

          (2) NHTB or Bank agrees to make a payment, in the amount Previously
Disclosed to Landmark, on the Effective Date to an employee of Landmark who is a
party to an employment agreement with Landmark.  Such payment shall be made in
complete satisfaction of all liabilities and obligations of Landmark, NHTB and
Bank under such employment agreement; provided, however, that there shall have
been delivered to NHTB, at or prior to the Effective Date, a written
acknowledgment signed by such person that the payment to be made to him is in
full and complete satisfaction of all liabilities and obligations of Landmark,
NHTB and Bank, and each of their affiliates, officers, directors and agents
under such employment agreement and a release signed by such person of all such
parties from further liability in connection with the employment agreement and
provided further, that such payment shall not be in violation of 12 C.F.R. (S)
359.

     (b) As Previously Disclosed, NHTB's Board of Directors shall take all
requisite action to appoint as directors of NHTB, effective as of the Effective
Date, one director for a three year term and a second director to a two year
term, and Bank's Board of Directors shall take all requisite action to elect as
directors of Bank, effective as of the Effective Date, one director for a three
year term, a second director for a two year term and a third director for a one
year term. Both NHTB's Board of Directors and Bank's Board of Directors shall,
prior to the expiration of each such person's initial appointed term, use their
respective reasonable efforts consistent with their fiduciary duties to nominate
such persons and seek such person's election to their respective Boards of
Directors for an additional term after each person's original term expires.

     (c) From and after the Effective Date, Bank shall indemnify persons who
served as directors and officers of Landmark on or before the Effective Date in
accordance with and subject to the provisions of Landmark's Amended Articles of
Agreement and Bylaws as delivered to NHTB prior to the execution of this
reorganization Agreement.  From and after the Effective Date, NHTB will cause
the persons who served as directors or officers of Landmark on or before the
Effective Date to be covered by Landmark's existing directors' and officers'
liability insurance policy (or policies of at least the same coverage and
amounts and containing terms and conditions which are not less advantageous than
such policy); provided that no such person shall be entitled to insurance
coverage more favorable than that provided to the person in such capacity at the
date hereof with respect to acts or omissions resulting from the person's
service as such on or prior to the Effective Date, and provided further that
NHTB shall not be required to expend in any year more than 150 percent of the
current per annum amount expended by Landmark to maintain or procure insurance
coverage pursuant hereto.  Such insurance coverage shall commence on the
Effective Date and will be provided for a period of no less than 3 years after
the Effective Date.


                                  ARTICLE 5.
                             CONDITIONS PRECEDENT

 5.1.     Conditions Precedent to the Obligations of NHTB, Bank and Landmark



                                      23

 
     The respective obligations of the parties to effect the Merger shall be
subject to satisfaction or waiver of the following conditions at or prior to the
Closing Date:

     (a) All corporate action necessary to authorize the execution, delivery and
performance of this Reorganization Agreement and the Plan of Merger and
consummation of the transactions contemplated hereby and thereby shall have been
duly and validly taken;

     (b) The parties hereto shall have received all regulatory approvals
required or mutually deemed necessary in connection with the transactions
contemplated by this Reorganization Agreement and the Plan of Merger, all notice
periods and waiting periods required after the granting of any such approvals
shall have passed and all conditions contained in any such approval required to
have been satisfied prior to consummation of such transactions shall have been
satisfied, provided, however, that no such approval shall have imposed any
condition or requirement which, in the reasonable good faith opinion of the
Board of Directors of NHTB materially and adversely affects the anticipated
economic and business benefits to NHTB of the transactions contemplated by this
Agreement as to render consummation of such transactions inadvisable;

     (c) A Registration Statement (including any post-effective amendment
thereto) shall have been filed with the Commission and shall be effective under
the Securities Act, and no proceeding shall be pending or to the knowledge of
NHTB threatened by the Commission to suspend the effectiveness of such
Registration Statement;

     (d) NHTB shall have received all state securities or "Blue Sky" permits or
other authorizations, or confirmations as to the availability of an exemption
from registration requirements as may be necessary;

     (e) To the extent that any lease, license, loan, financing agreement or
other contract or agreement to which Landmark is a party requires the consent of
or waiver from the other party thereto as a result of the transactions
contemplated by this Agreement, such consent or waiver shall have been obtained,
unless the failure to obtain such consents or waivers, individually or in the
aggregate, would not have a Material Adverse Effect on Landmark;

     (f) None of the parties hereto shall be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits the consummation of the transactions contemplated by this
Reorganization Agreement and the Plan of Merger;

     (g) The shares of NHTB Common Stock that may be issued in the Merger shall
have been approved for listing on the NASDAQ, subject to official notice of
issuance; and

     (h) Landmark and NHTB shall have received opinions of their respective
counsels substantially to the effect that, on the basis of facts,
representations and assumptions set forth in such opinions which are consistent
with the state of facts existing on the Effective Date, for federal income tax
purposes:



                                      24

 
     (1) The Merger will constitute a reorganization within the meaning of
section 368(a) of the Code;

     (2) No gain or loss will be recognized by Landmark on the transfer of its
assets to Bank pursuant to the Merger;

     (3) No gain or loss will be recognized by NHTB or by Bank on the issuance
of shares of NHTB Common Stock to shareholders of Landmark pursuant to the
Merger;

     (4) No gain or loss will be recognized by a shareholder of Landmark who
exchanges shares of Landmark stock for shares of NHTB Common Stock (except with
respect to cash received in lieu of a fractional share interest in NHTB Common
Stock);

     (5) The tax basis of the shares of NHTB Common Stock received by a
shareholder of Landmark who exchanges pursuant to the Merger shares of Landmark
stock for shares of NHTB Common Stock will be the same as the tax basis of the
shares of Landmark stock surrendered in exchange therefor (reduced by any amount
allocable to a fractional share interest for which cash is received); and

     (6) The holding period of the shares of NHTB Common Stock to be received by
a shareholder of Landmark pursuant to the Merger will include the period during
which such shareholder held the shares of Landmark stock surrendered in exchange
therefor, provided that the shares of Landmark stock surrendered is held as a
capital asset as of the Effective Date.

 5.2.     Conditions Precedent to the Obligations of Landmark

     The obligations of Landmark to effect the Merger shall be subject to
satisfaction of the following additional conditions at or prior to the Closing
Date unless waived by Landmark pursuant to Section 6.4 hereof:

     (a) The representations and warranties of NHTB and Bank set forth in
Article 3 hereof shall be true and correct in all material respects as of the
date of this Reorganization Agreement and as of the Closing Date as though made
on and as of the Closing Date (or on the date when made in the case of any
representation and warranty which specifically relates to an earlier date),
except as otherwise contemplated by this Reorganization Agreement or consented
to in writing by Landmark; provided, however, that the condition contained in
this paragraph (a) shall be deemed to be satisfied unless the failure of such
representations and warranties to be so true and correct constitute,
individually or in the aggregate, a Material Adverse Effect on NHTB;

     (b) NHTB and Bank shall have in all material respects performed all
obligations and complied with all covenants required by this Reorganization
Agreement and the Plan of Merger prior to the Effective Date;


                                      25

 
     (c) NHTB and Bank each shall have delivered to Landmark a certificate,
dated the Closing Date and signed by its President or Chief Financial Officer to
the effect that the conditions set forth in paragraphs (a) and (b) of this
section have been satisfied;

     (d) Landmark shall have received from Shatswell, MacLeod & Company a
"comfort letter" dated not more than five days prior to (i) the effective date
of the Registration Statement, if any, and, otherwise, the mailing date of the
Proxy Statement, and (ii) the Closing Date, with respect to certain financial
information regarding NHTB, in form and substance which is customary in
transactions of the nature contemplated by this Agreement; and

     (e) Landmark shall have received an opinion of Thacher Proffitt & Wood,
counsel to NHTB, dated the Closing Date, as to such matters as Landmark may
reasonably request with respect to the transactions contemplated hereby.

     (f) Landmark shall have received a letter from its financial consultants,
dated as of a date not more than five (5) days prior to the date the Proxy
Statement contemplated by Section 4.2 is mailed to stockholders, containing its
opinion that the consideration to be paid to holders of Landmark Common Stock in
connection with the Merger is fair to such shareholders from a financial point
of view.

 5.3.     Conditions Precedent to the Obligations of NHTB and Bank

     The respective obligations of NHTB and Bank to effect the Merger shall be
subject to satisfaction of the following additional conditions at or prior to
the Closing Date unless waived by NHTB pursuant to Section 6.4 hereof:

     (a) The representations and warranties of Landmark set forth in Article 2
hereof shall be true and correct in all material respects as of the date of this
Reorganization Agreement and as of the Closing Date as though made on and as of
the Closing Date (or on the date when made in the case of any representation and
warranty which specifically relates to an earlier date), except as otherwise
contemplated by this Reorganization Agreement or consented to in writing by
NHTB; provided, however, that the condition contained in this paragraph (a)
shall be deemed to be satisfied unless the failure of such representations and
warranties to be so true and correct constitute, individually or in the
aggregate, a Material Adverse Effect on Landmark;

     (b) Landmark shall have, in all material respects, performed all
obligations and complied with all covenants required by this Reorganization
Agreement and the Plan of Merger;

     (c) Landmark shall have delivered to NHTB and Bank a certificate, dated the
Closing Date and signed by its President and Chief Executive Officer to the
effect that the conditions set forth in paragraphs (a), (b) and (f) of this
section have been satisfied;

     (d) NHTB shall have received from A.M. Peisch & Company a "comfort letter"
dated not more than five days prior to (i) the effective date of the
Registration Statement, if any, and, otherwise, the mailing date of the Proxy
Statement, and (ii) the Closing Date, with respect to


                                      26

 
certain financial information regarding Landmark, in form and substance which is
customary in transactions of the nature contemplated by this Agreement; and

     (e) NHTB and Bank shall have received an opinion of Gallagher, Callahan &
Gartrell, counsel to Landmark, dated the Closing Date, as to such matters as
NHTB and Bank may reasonably request with respect to the transactions
contemplated hereby.

     (f) Landmark's allowance for loan losses on the balance sheet of Landmark
as of the last month immediately preceding the Effective Date shall be at least
$600,000 and Landmark's Tier 1 capital ratio (determined in accordance with
Generally Accepted Accounting Principles, including any adjustments required
under Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities") shall be at least 6%,
provided, however, that if such capital ratio is between 6% and 5.8%, NHTB shall
be obligated to consummate the Merger only upon the adjustments to the Exchange
Ratio and the Cash Election Price provided in Section 5.1(f) of the Plan of
Merger.

     (g) Any Landmark shareholder who after the Closing Date would become
beneficial owner of more than 3% of the outstanding shares of NHTB Common Stock
has entered into an agreement in the form of Exhibit C hereto that such
stockholder, for a period of 2 years after the Closing Date, will not vote any
shares beneficially owned by him in excess of 3% of the outstanding shares of
NHTB.

     (h) NHTB shall have received a letter from its financial consultants, dated
as of a date not more than five (5) days prior to the date the Proxy Statement
contemplated by Section 4.2 is mailed to stockholders, confirming its oral
opinion delivered prior to the date of this Agreement, that the Merger is fair
to NHTB's shareholders from a financial point of view.


                                  ARTICLE 6.
                       TERMINATION, WAIVER AND AMENDMENT

 6.1.     Termination

     This Reorganization Agreement and the Plan of Merger may be terminated,
either before or after approval by the shareholders of NHTB and Landmark:

     (a) At any time on or prior to the Effective Date, by the mutual consent in
writing of the parties hereto.

     (b) At any time on or prior to the Closing Date, by NHTB in writing, if
Landmark has, or by Landmark in writing, if NHTB or Bank has, in any material
respect, breached (i) any covenant or agreement contained herein or in the Plan
of Merger, or (ii) any representation or warranty contained herein, and in
either case if such breach has not been cured by the earlier of 30 days after
the date on which written notice of such breach is given to the party committing
such breach or the Closing Date.


                                      27

 
     (c) At any time, by any party hereto in writing, if the applications for
prior approval or consents referred to in Section 4.3 hereof have been denied,
and the time period for appeals and requests for reconsideration has run, or if
any governmental entity of competent jurisdiction shall have issued a final non-
appealable order enjoining or otherwise prohibiting the Merger.

     (d) At any time, by any party hereto in writing, if the shareholders of
NHTB or Landmark do not approve the transactions contemplated herein at the
annual or special meetings duly called for that purpose.

     (e) By any party hereto in writing, if the Closing Date has not occurred by
the close of business on June 30, 1997, unless the failure of the Closing to
occur by such date shall be due to the failure of the party seeking to terminate
this Agreement to perform or observe the covenants and agreements set forth
herein.

     (f) By Landmark, if the NHTB price (as that term is defined in the Plan of
Merger) is less than $6.50 and Landmark provides written notice to NHTB prior to
the third business day immediately preceding the Closing Date of its intent to
terminate this Agreement pursuant to this Section 6.1(f) and NHTB does not elect
to increase the Exchange Ratio (as that term is defined in the Plan of Merger),
as agreed to by Landmark.

 6.2.     Effect of Termination

     In the event this Reorganization Agreement or the Plan of Merger is
terminated pursuant to Section 6.1 hereof, this Agreement and the Plan of Merger
shall become void and have no effect, except that (i) the provisions relating to
confidentiality, press releases and expenses set forth in Sections 4.5, 4.6, 7.1
and 7.7 hereof, respectively, shall survive any such termination and (ii) a
termination pursuant to Section 6.1(b)(i) shall not relieve the breaching party
from liability for an uncured willful breach of such covenant or agreement
giving rise to such termination.

 6.3.     Non-Survival of Representations, Warranties and Covenants

     All representations, warranties and covenants in this Reorganization
Agreement and the Plan of Merger or in any instrument delivered pursuant hereto
or thereto shall expire on, and be terminated and extinguished at, the Effective
Date other than covenants that by their terms are to survive or be performed
after the Effective Date, provided that no such representations, warranties or
covenants shall be deemed to be terminated or extinguished so as to deprive
NHTB, Bank or Landmark (or any director, officer or controlling person thereof)
of any defense in law or equity which otherwise would be available against the
claims of any person, including, without limitation, any shareholder or former
shareholder of either NHTB or Landmark, the aforesaid representations,
warranties and covenants being material inducements to the consummation by NHTB,
Bank and Landmark of the transactions contemplated herein.



                                      28

 
 6.4.     Waiver

     Except with respect to any required shareholder or regulatory approval,
NHTB and Landmark, respectively, by written instrument signed by an executive
officer of such party, may at any time (whether before or after approval of this
Reorganization Agreement and the Plan of Merger by the shareholders of NHTB and
Landmark) extend the time for the performance of any of the obligations or other
acts of Landmark, on the one hand, or NHTB or Bank, on the other hand, and may
waive (i) any inaccuracies of such parties in the representations or warranties
contained in this Agreement, the Plan of Merger or any document delivered
pursuant hereto or thereto, (ii) compliance with any of the covenants,
undertakings or agreements of such parties, or satisfaction of any of the
conditions precedent to its obligations, contained herein or in the Plan of
Merger, or (iii) the performance by such parties of any of its obligations set
out herein or therein; provided, however, that, after any such approval by the
shareholders of Landmark, no such modification shall (i) alter or change the
amount or kind of Merger consideration to be received by holders of Landmark
Common Stock as provided in the Plan of Merger, or (ii) adversely affect the tax
treatment to Landmark shareholders as a result of the receipt of such Merger
consideration.

 6.5.     Amendment or Supplement

     This Reorganization Agreement and the Plan of Merger may be amended or
supplemented at any time by mutual agreement of the parties hereto or thereto.
Any such amendment or supplement must be in writing and approved by their
respective boards of directors and/or officers authorized thereby and shall be
subject to the proviso in Section 6.4 hereof.


                                  ARTICLE 7.
                                 MISCELLANEOUS

 7.1.     Expenses

     Each party hereto shall bear and pay all costs and expenses incurred by it
in connection with the transactions contemplated in this Reorganization
Agreement, including fees and expenses of its own financial consultants,
accountants and counsel, except that NHTB and Landmark each shall bear and pay
50 percent of all printing and mailing costs and filing fees associated with the
Registration Statement and the Proxy Statement.

 7.2.     Entire Agreement

     This Reorganization Agreement and the Plan of Merger contain the entire
agreement between the parties with respect to the transactions contemplated
hereunder and thereunder and supersede all prior arrangements or understandings
with respect thereto, written or oral, other than documents referred to herein
or therein and the Confidentiality Agreement. The terms and conditions of this
Reorganization Agreement and the Plan of Merger shall inure to the benefit of
and be binding upon the parties hereto and thereto and their respective
successors. Except as

                                      29

 
specifically set forth herein, or in the Plan of Merger, nothing in this
Reorganization Agreement or the Plan of Merger, expressed or implied, is
intended to confer upon any party, other than the parties hereto and thereto,
and their respective successors, any rights, remedies, obligations or
liabilities.


 7.3.     No Assignment

     No party hereto may assign any of its rights or obligations under this
Reorganization Agreement to any other person.

 7.4.     Notices

     All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally or sent by
facsimile transmission or overnight express or by registered or certified mail,
postage prepaid, addressed as follows:

     If to Landmark:

          Landmark Bank
          106 Hanover Street 
          Lebanon, New Hampshire 03766-1006
          Attention: Paul P. Tierney
          Facsimile No.:  603-448-8956

     With a copy to:

          Gallagher, Callahan & Gartrell, P.A.
          214 North Main Street
          Concord, New Hampshire 03301
          Attention:  Denis Maloney, Esquire
          Facsimile No.:  603-224-7588

     If to NHTB or Bank:

          New Hampshire Thrift Bancshares, Inc.
          9 Main Street
          Newport, New Hampshire  03773
          Attention: Stephen W. Ensign
          Facsimile No.:  603-863-5025

     With a copy to:

          Thacher Proffitt & Wood
          1500 K Street, N.W.
          Suite 200


                                      30

 
          Washington, D.C. 20005
          Attention: Richard A. Schaberg, Esquire
          Facsimile No.: (202) 347-5862 or (202) 347-6238


 7.5.     Captions

     The captions contained in this Reorganization Agreement are for reference
purposes only and are not part of this Reorganization Agreement.

 7.6.     Counterparts

     This Reorganization Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

 7.7.     Governing Law

     This Reorganization Agreement shall be governed by and construed in
accordance with the laws of the State of New Hampshire applicable to agreements
made and entirely to be performed within such jurisdiction without regard to
conflicts of laws principles, except to the extent Delaware or federal law may
be applicable.



                                      31

 
     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Reorganization Agreement to be executed in counterparts
by their duly authorized officers and their corporate seal to be hereunto
affixed and attested by their officers thereunto duly authorized, all as of the
day and year first above written.


                         LANDMARK BANK

                         By:

                               /s/ PAUL P. TIERNEY                  
                               -------------------------------------
                               Paul P. Tierney                      
                               President and Chief Executive Officer 

                         NEW HAMPSHIRE THRIFT BANCSHARES, INC.

                         By:
                               /s/ STEPHEN W. ENSIGN
                               ------------------------------------- 
                               Stephen W. Ensign,
                               President and Chief Executive Officer


                         LAKE SUNAPEE BANK, fsb

                         By:
                               /s/ STEPHEN W. ENSIGN
                               ------------------------------------- 
                               Stephen W. Ensign,
                               President and Chief Executive Officer



                                      32