AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Between SUSQUEHANNA BANCSHARES, INC. and PATRIOT BANK CORP. Dated as of March 15, 2004Agreement and Plan of Merger • March 16th, 2004 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 15, 2004, between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Patriot Bank Corp., a Pennsylvania corporation (the “Company”). Parent and the Company are sometimes collectively referred to herein as the “Constituent Corporations.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2004 • Susquehanna Bancshares Inc • National commercial banks • Pennsylvania
Employee currently serves as one of the principal officers of Patriot Bank Corp. and its subsidiary, Patriot Bank. The Bank’s parent, Susquehanna Bancshares, Inc. (the “Company”), has entered into an Agreement and Plan of Merger dated as of December 10, 2003, as amended and restated from time to time (referred to as the “Merger Agreement”) to acquire Patriot Bank Corp. and Patriot Bank. Under the terms of the Merger Agreement, Patriot Bank will merge with and into the Bank with the merged bank taking the name of Susquehanna Patriot Bank. The Bank desires to induce the Employee to remain in the Bank’s employment following the merger, and the Employee hereby agrees to accept continuation of employment with the Bank on the terms and subject to the conditions hereinafter set forth. The Bank and Employee agree that these benefits are all conditional on the Employee’s execution of this Agreement.
LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]Susquehanna Bancshares Inc • March 16th, 2004 • National commercial banks
Pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 15, 2004 (the “Agreement”) between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Patriot Bank Corp., a Pennsylvania corporation (the “Company”), the Company is to merge with and into Parent with Parent surviving (the “Merger”). Capitalized terms not otherwise defined in this opinion have the meanings ascribed to such terms in the Agreement.
