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EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
PATRIOT NATIONAL BANCORP, INC.
AND
PATRIOT NATIONAL BANK
AGREEMENT AND PLAN OF REORGANIZATION dated as of June 28, 1999, (this
"Plan") by and between PATRIOT NATIONAL BANCORP, INC., a corporation formed
under the laws of the State of Connecticut ("Bancorp"), and PATRIOT NATIONAL
BANK, a banking association formed under the laws of the United States of
America (the "Bank").
WHEREAS, Bancorp and the Bank desire to effect a reorganization (the
"Reorganization") through a merger between the Bank and Patriot Interim Bank,
National Association, a new banking association to be formed under the laws of
the United States of America and to be wholly owned by Bancorp (the "Interim
Bank"), wherein the Interim Bank would be the receiving association; and
WHEREAS, pursuant to the terms of the Reorganization, each issued and
outstanding share of Common Stock of the Bank (other than shares the holders of
which shall have validly exercised rights as dissenting shareholders in
accordance with 12 U.S.C. Section 215a(b)) shall be converted into shares of
Common Stock of Bancorp and, if applicable, into cash as provided herein, and
each issued and outstanding share of Common Stock of the Interim Bank would
remain outstanding;
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, and agreements herein contained, Bancorp and the Bank hereby agree
as follows:
ARTICLE I. THE PARTIES; CAPITAL; ADOPTION OF PLAN
1.1. BANCORP. Bancorp is a corporation duly organized and existing under
the laws of the State of Connecticut with its principal place of business in
Stamford, Connecticut. Immediately prior to the Effective Time (as hereinafter
defined), the Capital of Bancorp will be not less than $200,000 divided into 100
shares of Common Stock, par value $2.00 ("Bancorp Common Stock"), Surplus of
$199,800 and Retained Earnings of $0. The authorized capital stock of Bancorp
will consist of 5,333,333 shares of Bancorp Common Stock, of which 100 shares
will be issued and outstanding as of the Effective Time.
1.2. THE BANK. The Bank is a banking association duly organized and
existing under the laws of the United States of America with its principal place
of business in Stamford,
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Connecticut. The Capital of the Bank is $12,225,271 divided into 2,000,500
shares of Common Stock, par value $2.00 ("Bank Common Stock"), with Surplus of
$9,072,747 and an Accumulated Deficit and Other Comprehensive Income of $848,476
as of March 31, 1999.
1.3. INTERIM BANK. Prior to the Effective Time, Bancorp will form the
Interim Bank under the laws of the United States of America. Immediately prior
to the Effective Time, the Capital of the Interim Bank will be not less than
$200,000 divided into 100,000 shares of Common Stock, par value $2.00 ("Interim
Bank Common Stock"), Surplus of $40,000 and Retained Earnings of $0. The
authorized capital stock of the Interim Bank will consist of 200,000 shares of
Interim Bank Common Stock, of which 100,000 shares will be issued and
outstanding as of the Effective Time.
1.4. ADOPTION OF PLAN. This Plan has been approved by the Boards of
Directors of Bancorp and the Bank, in each case by a majority of the entire
board of the respective entity. Prior to the Effective Time, this Plan will be
approved by the Board of Directors of the Interim Bank by a majority of the
entire board, and the Interim Bank will become a party to this Plan.
ARTICLE II. THE PLAN
2.1. THE REORGANIZATION. In accordance with the provisions of this Plan
and the laws of the United States of America, at the Effective Time the Bank
shall be merged with and into the Interim Bank under the Charter of the Bank,
and the separate existence of the Bank shall cease. The Interim Bank shall be
the receiving association and shall continue its existence under the laws of the
United States of America as a wholly owned subsidiary of Bancorp, operating
under the name "Patriot National Bank."
2.2. EFFECTIVE TIME. The time at which the Reorganization shall become
effective (the "Effective Time") shall be the later of (a) the close of business
on the date specified in the merger approval issued by the Office of the
Comptroller of the Currency (the "Comptroller") pursuant to 12 U.S.C. Sections
215a and 1828(c) or (b) the close of business on the date on which the last of
the conditions specified in Article V hereof shall have been satisfied or
otherwise fulfilled or compliance therewith shall have been waived.
2.3. CONVERSION OF BANK COMMON STOCK. Each share of Bank Common Stock
outstanding at the Effective Time (other than shares the holders of which have
exercised their statutory right to receive payment as described in Section 2.5
hereof), shall, without any action on the part of the holder thereof, be
converted into one share of Bancorp Common Stock.
2.4. STOCK CERTIFICATES. Following the Effective Time, Bancorp shall
deem certificates theretofore representing shares of Bank Common Stock to be
certificates representing an equal number of shares of Bancorp Common Stock
without any physical exchange therefor; provided, however, that the holders of
certificates that had represented Bank Common Stock shall be entitled to receive
certificates representing Bancorp Common Stock in exchange for certificates that
had represented an equal number of shares of Bank Common Stock.
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2.5. DISSENTERS' RIGHTS. Following the approval of the Reorganization by
the Comptroller, any person who is then, or was immediately prior to the
Effective Time, a shareholder of the Bank and who either (a) voted against the
Reorganization at the meeting of the shareholders at which the Reorganization
was approved or (b) gave written notice at or prior to such meeting to the
presiding officer that he or she dissents from the Plan (each a "Dissenting
Shareholder"), shall be entitled to receive the value of the shares so held by
him or her when the Reorganization is consummated and such shareholder shall
have, prior to thirty days after the date of consummation of the Reorganization,
made written request to the Interim Bank, accompanied by such shareholder's
stock certificates.
2.6. SUPPLEMENTAL STOCK OPTION AGREEMENTS; WARRANTS, ETC. All rights
outstanding under any options, warrants, stock appreciation rights, convertible
debentures, commitments, plans, or arrangements of any kind to issue, sell, or
deliver an equity interest in the Bank (including, without limitation, any
options then outstanding under the 1999 Stock Option Plan of the Bank (the
"Option Plan") and the Bank's outstanding warrants to purchase Bank Common
Stock) that immediately prior to the Effective Time had given the holder thereof
the right to purchase or receive shares of Bank Common Stock (the "Equity
Rights"), shall, automatically and without further action on the part of the
holder thereof, be converted into similar rights giving the holder thereof the
right to purchase the same number of shares of Bancorp Common Stock at the same
exercise price per share, and containing such other terms and conditions, as
pertained to the Equity Rights as they were outstanding immediately prior to the
Effective Time.
2.7. INTERIM BANK COMMON STOCK. Each share of Interim Bank Common Stock
validly issued and outstanding at the Effective Time shall remain outstanding.
2.8. CANCELLATION OF BANCORP COMMON STOCK. At the Effective Time, all
shares of Bancorp Common Stock then outstanding shall be cancelled.
2.9. NAME AND BUSINESS OF RECEIVING ASSOCIATION. As of the Effective
Time, the name of the Interim Bank as the receiving association shall be
"Patriot National Bank," and its business shall be that of a national banking
association. This business shall be conducted by the Interim Bank as the
receiving association at its main office, which shall be located at 900 Bedford
Street, Stamford, Connecticut, and at its legally established branches.
2.10. CAPITAL OF RECEIVING ASSOCIATION. The amount of Capital of the
Interim Bank as the receiving association immediately prior to the Effective
Time shall be not less than $200,000 divided into 100,000 shares of Interim Bank
Common Stock and Surplus of $40,000. All of such Capital and Surplus shall have
been paid by Bancorp in cash prior to the Effective Time.
2.11. TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES. All assets of the
Bank, as they exist at the Effective Time, shall pass to and vest in the Interim
Bank as the receiving association without any conveyance or other transfer, and
the Interim Bank shall be responsible for all of the liabilities of every kind
and description of both the Interim Bank and the Bank existing at the Effective
Time.
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2.12. DIRECTORS AND OFFICERS OF THE RECEIVING ASSOCIATION. At the
Effective Time, each person then serving as a director of the Bank shall become
a director of Bancorp and of the Interim Bank as the receiving association to
serve until the next annual meeting; such time as his or her successor has been
elected and has qualified; or his or her earlier death, resignation, or removal.
At the Effective Time, each person then serving as an officer of the Bank
shall become an officer of identical title of the Interim Bank as the receiving
association to serve until the next annual meeting; such time as his or her
successor has been elected and has qualified; or his or her earlier death,
resignation, or removal.
ARTICLE III. REPRESENTATIONS AND WARRANTIES
3.1. REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp hereby
represents and warrants that:
(a) it is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Connecticut, with all
corporate power and authority to own its properties and to carry on its
business as currently being conducted;
(b) its authorized capital stock consists of 5,333,333 shares of
Bancorp Common Stock;
(c) the shares of Bancorp Common Stock to be issued in
connection with the Reorganization will be, when issued in accordance with
the provisions of this Plan, duly authorized, validly issued, fully paid,
and non-assessable;
(d) it has the full right, power, and authority to enter into,
and become bound by the terms of, this Plan; this Plan has been duly
approved by not less than a majority of its directors and has been duly
executed and delivered on its behalf and constitutes a legal, valid, and
binding obligation of Bancorp enforceable against Bancorp in accordance
with its terms; and
(e) the performance by it of its obligations under this Plan
will not conflict with any provision of its charter or by-laws or conflict
with, or result in a breach of or a default (without regard to the giving
of notice or the passage of time) under, any indenture, contract,
commitment, or obligation to which it is a party or by which it or its
assets may be bound or violate any provision of any law, governmental rule
or regulation, judgment, or decree binding on it or any of its assets.
3.2. REPRESENTATIONS AND WARRANTIES OF THE BANK. The Bank hereby
represents and warrants that:
(a) it is a national banking association duly organized, validly
existing, and in good standing under the laws of the United States and has
all requisite power and
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authority to own, operate, and lease its real and personal properties in
the manner and to the extent owned, operated, and leased as of the date
hereof; that it is duly authorized and empowered to conduct a banking
business at its main and branch offices existing as of the date hereof; and
that no action or administrative proceeding is pending, or to its knowledge
threatened or contemplated, that would in any way challenge its right or
authority to conduct a general banking business at its main office or any
of its branch offices;
(b) to the best of its knowledge and belief, the Bank is in
compliance with all material federal, state, and local laws, statutes,
ordinances, and regulations applicable to it or the conduct of its
business;
(c) its authorized capital stock consists of 5,333,333 shares of
Bank Common Stock, of which 2,005,198 shares are issued and outstanding as
of the date hereof, all of which have been duly authorized and validly
issued and are fully paid and non-assessable and its capital is as set
forth in Section 1.1 hereof;
(d) it has the full right, power, and authority to enter into,
and become bound by the terms of, this Plan; this Plan has been duly
approved by not less than a majority of its directors at a meeting duly
called for the purpose and has been duly executed and delivered on its
behalf and constitutes a legal, valid, and binding obligation of the Bank
enforceable against the Bank in accordance with its terms; and
(e) the performance by it of its obligations under this Plan
will not conflict with any provision of its charter or by-laws or conflict
with, or result in a breach of or a default (without regard to the giving
of notice or the passage of time) under, any indenture, contract,
commitment, or obligation to which it is a party or by which it or its
assets may be bound or violate any provision of any law, governmental rule
or regulation, judgment, or decree binding on it or any of its assets.
ARTICLE IV. COVENANTS OF BANCORP AND THE BANK
4.1. REGULATORY COMPLIANCE. Bancorp and the Bank hereby undertake, and
Bancorp hereby undertakes to cause the Interim Bank, to file such applications
or notices as are necessary or desirable under applicable laws, rules, and
regulations in connection with the consummation of the Reorganization,
including, without limitation:
(a) approval by the Comptroller of the organization of the
Interim Bank and consummation of the Reorganization;
(b) registration of Bancorp with the Board of Governors of the
Federal Reserve System as a bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act");
(c) insurance of deposits of the Interim Bank as the receiving
association by the Federal Deposit Insurance Corporation; and
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(d) registration of the Bancorp Common Stock under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
4.2. PROXY STATEMENT. The Bank hereby undertakes to prepare and file
with the Comptroller a proxy statement under the Exchange Act and the rules of
the Comptroller in connection with soliciting the approval of this Plan by the
shareholders of the Bank.
4.3. NASDAQ REGISTRATION. Bancorp hereby undertakes to apply for
approval for the quotation of the shares of Bancorp Common Stock issuable in
connection with the Reorganization on the NASDAQ Small Cap Market.
4.4. ORGANIZATION OF THE INTERIM BANK. Bancorp hereby agrees to organize
the Interim Bank and to cause it to become a party to this Plan.
4.5. ASSUMPTION OF OBLIGATIONS UNDER EQUITY RIGHTS. Bancorp hereby
assumes as of the Effective Time all of the obligations of the Bank to sell
shares of Bank Common Stock pursuant to all Equity Rights outstanding as of the
Effective Time or that may thereafter be issued under the Option Plan and to
deliver one share of Bancorp Common Stock for each share of Bank Common Stock
covered by such Equity Rights, subject to adjustment as provided in the
instruments creating such Equity Rights. Bancorp agrees that any Bancorp Common
Stock issued upon the exercise of Equity Rights will be duly authorized, validly
issued, fully paid, and non-assessable.
ARTICLE V. CONDITIONS PRECEDENT
5.1. CONDITIONS PRECEDENT TO OBLIGATIONS OF BANCORP, THE BANK, AND THE
INTERIM BANK. All obligations of Bancorp, the Bank, and the Interim Bank under
this Plan are subject to the fulfillment and satisfaction, prior to the
Effective Time, of each of the following conditions:
(a) all regulatory approvals and authorizations, including,
without limitation, the approvals of (i) all state securities law agencies
that have jurisdiction over the offer and sale of the securities issuable
upon consummation of the Reorganization; (ii) the Board of Governors of the
Federal Reserve System under the BHC Act; (iii) such approvals of the
Comptroller as are necessary to permit organization of the Interim Bank and
the consummation of the Reorganization; and (iv) all other consents,
approvals, and permissions necessary to permit consummation of the
Reorganization shall have been received and shall be in full force and
effect and contain no conditions that Bancorp or the Bank deems
undesirable, and any applicable waiting periods with respect to notices
filed with regulatory authorities relating to the Reorganization shall have
expired or been terminated;
(b) the issuance by Bancorp of its securities in connection with
the Reorganization shall have qualified for an exemption from the
registration requirements of the Securities Act of 1933, as amended
pursuant to Section 3(a)(12) of that Act;
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(c) Bancorp shall have obtained approval for quotation of the
shares of Bancorp Common Stock issuable in connection with the
Reorganization on the NASDAQ Small Cap Market;
(d) the Interim Bank shall have been organized under the laws of
the United States of America and shall have become a party to this Plan;
(e) this Plan shall have been approved by the holders of not
less than two-thirds of the Bank Common Stock entitled to vote thereon; and
(f) neither Bancorp nor the Bank shall have determined that the
number of shares of Bank Common Stock owned by Dissenting Shareholders
makes consummation of the Reorganization [undesirable].
5.2. CONDITIONS PRECEDENT TO OBLIGATIONS OF BANCORP AND THE INTERIM
BANK. All obligations of Bancorp and the Interim Bank under this Plan are
subject to the fulfillment and satisfaction of each of the following conditions:
(a) the representations and warranties of the Bank contained in
this Plan shall be deemed to have been made again at and as of the
Effective Time, and shall then be true and correct in all material
respects; and
(b) each of the obligations of the Bank to be performed by it
prior to the Effective Time pursuant to the terms of this Plan shall have
been duly performed.
5.3. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BANK. All obligations of
the Bank under this Plan are subject to the fulfillment and satisfaction of each
of the following conditions:
(a) the representations and warranties of Bancorp contained in
this plan with respect to Bancorp and the Interim Bank shall be deemed to
have been made again at and as of the Effective Time, and shall then be
true and correct in all material respects;
(b) each of the obligations of Bancorp and the Interim Bank to
be performed by them prior to the Effective Time pursuant to the terms of
this Plan shall have been duly performed at the Effective Time; and
(c) Bancorp shall have taken such actions as may be requested by
the Bank to confirm its assumption of obligations as of the Effective Time
with respect to the Equity Rights.
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ARTICLE VI. TERMINATION
6.1. MUTUAL CONSENT. This Plan may be terminated by the mutual agreement
of the Boards of Directors of Bancorp and the Bank at any time prior to the
Effective Time (whether or not it has theretofore been approved by the
shareholders of the Bank).
6.2. TERMINATION BY BANCORP OR THE BANK. This Plan may be terminated by
either Bancorp or the Bank at any time prior to the Effective Time in the event
that:
(a) the number of shares of Bank Common Stock owned by the
Dissenting Shareholders shall make consummation of the Reorganization
inadvisable in the opinion of the Bank or Bancorp;
(b) any action, suit, proceeding, or claim has been instituted,
made, or threatened relating to this Plan that would make consummation of
the Reorganization inadvisable in the opinion of the Bank or Bancorp; or
(c) for any other reason consummation of the Reorganization is
inadvisable in the opinion of the Bank or Bancorp.
6.3. LIABILITY. In the event this Plan is terminated for any reason
whatever, there shall be no liability hereunder or on account of such
termination on the part of any of the parties hereto or the directors, officers,
employees, agents, or shareholders of any of them.
ARTICLE VII. MISCELLANEOUS
7.1. COUNTERPARTS. This Plan may be executed in any number of
counterparts, each of which shall be deemed to be an original instrument, but
all of which together shall constitute a single agreement.
7.2. ENTIRE AGREEMENT. This Plan constitutes the entire agreement, and
supersedes all other prior agreements and understandings, both written and oral,
among the parties hereto with respect to the subject matter hereof and shall not
be supplemented or amended in any way except by a writing, approved by the Board
of Directors of each of the parties and executed by a person or persons so
authorized by them.
7.3. THIRD PARTY BENEFICIARIES. This Plan is not intended to confer upon
any person not a party hereto any rights or remedies hereunder.
7.4. WAIVERS. Prior to the Effective Time, the failure of any party
hereto to exercise any right, power, or privilege hereunder, or the partial
exercise of any such right, power, or privilege, or the waiver of any term,
condition, or condition precedent, shall neither prevent nor preclude the future
or further exercise of any such right, power, or privilege, nor shall the same
be construed to be a waiver of any other term, condition, or condition
precedent.
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7.5. CHOICE OF LAW; SUCCESSORS. This Plan shall be construed under the
laws of the United States of America and of the State of Connecticut, without
regard to the choice of law provisions thereof, and shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns,
except that neither party may assign its rights and benefits hereunder without
the prior written consent of the other.
7.6. GOVERNMENTAL AGENCIES. All references to various applicable
governmental regulatory agencies shall be deemed to include, to the extent
required by law, any other such regulatory agency that, by virtue of legislative
change or any action permitted to a party hereunder, properly assumes
jurisdiction of any of the transactions contemplated herein.
7.7. CAPTIONS. The captions of the various Articles and Sections hereof
are inserted solely for the convenience of the parties and are not to be
construed as limitations upon the text to which they refer.
IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date
first above written.
PATRIOT NATIONAL BANCORP, INC.
By /s/ PHILIP W. WOLFORD
----------------------------------
Philip W. Wolford
President
ATTEST:
/s/ FRED A. DECARO, JR.
- -----------------------
Secretary
PATRIOT NATIONAL BANK
By /s/ PHILIP W. WOLFORD
----------------------------------
Philip W. Wolford
President
ATTEST:
/s/ JOHN KANTZAS
- ----------------------
Cashier
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STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Philip W. Wolford, as President
of Patriot National Bancorp, Inc., and Fred A. DeCaro, Jr., as Secretary of
Patriot National Bancorp, Inc., and in such capacities acknowledged the
foregoing instrument to be the act and deed of the foregoing corporation.
/s/ GARY S. SESSA
-----------------------------------
Gary S. Sessa
My commission expires January 31, 2001
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the State
and County aforesaid, personally came Philip W. Wolford, as President of Patriot
National Bank, and John Kantzas, as Cashier of Patriot National Bank, and in
such capacities acknowledged the foregoing instrument to be the act and deed of
the foregoing association.
/s/ GARY S. SESSA
------------------------------------
Gary S. Sessa
My commission expires January 31, 2001
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The undersigned directors of Patriot National Bank, constituting a majority of
the directors of said entity, hereby adopt and approve the foregoing Agreement
and Plan of Reorganization pursuant to the requirements of 12 U.S.C. Section
215a (but are not deemed parties to such Agreement and Plan of Reorganization).
/s/ HERBERT A. BREGMAN
---------------------------
Herbert A. Bregman
---------------------------
Angelo De Caro
/s/ FRED A. DECARO, JR.
---------------------------
Fred A. DeCaro, Jr.
/s/ STEPHEN LAWRENCE FEIT
---------------------------
Stephen Lawrence Feit
---------------------------
John A. Geoghegan
/s/ L. MORRIS GLUCKSMAN
---------------------------
L. Morris Glucksman
/s/ MICHAEL INTRIERI
---------------------------
Michael Intrieri
/s/ RICHARD NACLERIO
---------------------------
Richard Naclerio
---------------------------
Paul C. Settelmeyer
---------------------------
Salvatore Travato
/s/ PHILIP W. WOLFORD
---------------------------
Philip W. Wolford
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The undersigned directors of Patriot National Bancorp, Inc., constituting a
majority of the directors of said entity, hereby adopt and approve the foregoing
Agreement and Plan of Reorganization pursuant to the requirements of 12 U.S.C.
Section 215a (but are not deemed parties to such Agreement and Plan of
Reorganization).
/s/ HERBERT A. BREGMAN
---------------------------
Herbert A. Bregman
---------------------------
Angelo De Caro
/s/ FRED A. DECARO, JR.
---------------------------
Fred A. DeCaro, Jr.
/s/ L. MORRIS GLUCKSMAN
---------------------------
L. Morris Glucksman
/s/ PHILIP W. WOLFORD
---------------------------
Philip W. Wolford
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STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the State
and County aforesaid, personally came Herbert A. Bregman, Fred A. DeCaro, Jr.,
Stephen Lawrence Feit, L. Morris Glucksman, Michael Intrieri, Richard Naclerio
and Philip W. Wolford, being a majority of the directors of Patriot National
Bank, and each of them acknowledged the foregoing instrument to be the act and
deed of the foregoing association and of himself as director thereof.
/s/ GARY S. SESSA
---------------------------
Gary S. Sessa
My commission expires January 31, 2001
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Herbert A. Bregman, Fred A.
DeCaro, Jr., L. Morris Glucksman and Philip W. Wolford, being a majority of
the directors of Patriot National Bancorp, Inc., and each of them
acknowledged the foregoing instrument to be the act and deed of the
foregoing corporation and of himself as director thereof.
/s/ GARY S. SESSA
---------------------------
Gary S. Sessa
My commission expires January 31, 2001
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The undersigned hereby acknowledges that it is the Interim Bank (as defined
in the foregoing Agreement and Plan of Reorganization), hereby becomes a party
to such Agreement and Plan of Reorganization, and has caused this Agreement and
Plan of Reorganization to be executed on its behalf this 28th day of June, 1999.
ATTEST: PATRIOT INTERIM BANK, N.A.
/s/ FRED A. DECARO, JR.
- -----------------------------
Fred A. DeCaro, Jr.
Secretary By /s/ PHILIP W. WOLFORD
---------------------------
Philip W. Wolford
President and Chief Executive Office
STATE OF CONNECTICUT )
) ss.:
COUNTY OF FAIRFIELD )
On this 28th day of June, 1999, before me, a Notary Public for the
State and County aforesaid, personally came Philip W. Wolford, as President
of Patriot Interim Bank, N.A., and Fred A DeCaro, Jr., as Secretary of
Patriot Interim Bank, N.A., and in such capacities acknowledged the
foregoing instrument to be the act and deed of the foregoing association.
/s/ GARY S. SESSA
---------------------------
Gary S. Sessa
My commission expires January 31, 2001
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The undersigned directors of Patriot Interim Bank, N.A., constituting a
majority of the directors of said entity, hereby adopt and approve the foregoing
Agreement and Plan of Reorganization pursuant to the requirements of 12 U.S.C.
Section 215a (but are not deemed parties to such Agreement and Plan of
Reorganization).
/s/ HERBERT A. BREGMAN
---------------------------
Herbert A. Bregman
---------------------------
Angelo DeCaro
/s/ FRED A. DECARO, JR.
---------------------------
Fred A. DeCaro, Jr.
/s/ L. MORRIS GLUCKSMAN
---------------------------
L. Morris Glucksman
/s/ PHILIP W. WOLFORD
---------------------------
Philip W. Wolford
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