EXHIBIT 2.3
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Second
Amendment"), dated as of August 28, 2002, is by and among (i) Northwest Savings
Bank, a Pennsylvania savings bank ("Northwest Bank"), Northwest Bancorp, Inc., a
Federal corporation ("Northwest Bancorp"), Northwest Bancorp, MHC, a Federal
mutual holding company ("Northwest MHC"), and Leeds Federal Savings Bank, a
Federal savings bank ("Leeds Savings"), Leeds Federal Bankshares, Inc., a
Federal corporation ("Leeds Bankshares"), and Leeds Federal Bankshares, MHC, a
Federal mutual holding company ("Leeds MHC"). Each of Northwest Bank, Northwest
Bancorp, Northwest MHC, Leeds Savings, Leeds Bankshares and Leeds MHC is
sometimes individually referred to herein as a "party," and collectively as the
"parties."
Recitals
1. The parties entered into an Agreement and Plan of Merger, dated as of
August 16, 2001 and thereafter entered into the First Amendment to Agreement and
Plan of Merger, dated as of April 30, 2002, to amend the Agreement and Plan of
Merger by extending the termination date to August 28, 2002 (as amended, the
"Agreement");
2. Section 7.01(b)(ii) of the Agreement provides that either party may
terminate the Agreement if the Closing Date shall not have occurred on or before
August 28, 2002; and
3. The parties desire to amend the Agreement by deleting Section
7.01(b)(ii) and substituting therefor a new Section 7.01(b)(ii) that extends the
deadline for the Closing Date until December 31, 2002.
In consideration of the premises and of the mutual representations,
warranties and covenants contained herein and in the Agreement, and intending to
be legally bound hereby, the parties hereto hereby agree as follows:
1. Section 7.01(b) of the Agreement is hereby amended by deleting Section
7.01(b)(ii) in its entirety and substituting a new Section 7.01(b)(ii) to read
as follows:
(ii) if the Closing Date shall not have occurred on or before December
31, 2002, unless the failure of such occurrence shall be due to the failure
of the party seeking to terminate this Agreement to perform or observe its
obligations set forth in this Agreement required to be performed or
observed by such party on or before the Closing Date.
2. Any term that is not defined in this Second Amendment shall have as its
meaning the definition set forth in the Agreement.
3. The parties acknowledge and agree that all other provisions of the
Agreement shall remain in full force and effect, and that this Second Amendment
shall not constitute a waiver of any of the provisions of the Agreement as to
any matter, whether occurring prior or subsequent to the execution of this
Second Amendment.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
NORTHWEST SAVINGS BANK
/s/ William J. Wagner
--------------------------------
By: William J. Wagner, President
NORTHWEST BANCORP, INC.
/s/ William J. Wagner
--------------------------------
By: William J. Wagner, President
NORTHWEST BANCORP, MHC
/s/ William J. Wagner
--------------------------------
By: William J. Wagner, President
LEEDS FEDERAL SAVINGS BANK
/s/ Gordon E. Clark
--------------------------------
By: Gordon E. Clark, President
LEEDS FEDERAL BANKSHARES, INC.
/s/ Gordon E. Clark
--------------------------------
By: Gordon E. Clark, President
LEEDS FEDERAL BANKSHARES, MHC
/s/ Gordon E. Clark
--------------------------------
By: Gordon E. Clark, President