SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 1998
Pathfinder Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23601 16-1540137
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
Registrant's telephone number, including area code:
(315) 343-0057
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On September 5, 1997, Oswego City Savings Bank ("City
Savings") and its parent mutual holding company, Pathfinder
Bancorp, M.H.C. (the "MHC") entered into an Agreement and Plan of
Merger (the "Agreement") Between Oswego City Savings Bank and
Oswego County Savings Bank ("County Savings") which provided for
the merger (the "Merger") of County Savings with and into City
Savings. On December 30, 1997, City Savings completed its
reorganization into the "two-tier" mutual holding company
structure, whereby City Savings became the wholly-owned
subsidiary of Pathfinder Bancorp, Inc. (the "Registrant"). On
January 13, 1998, City Savings and County Savings entered into
Amendment No. 1 to the Agreement, extending to date upon which
either City Savings or County Savings could terminate the
Agreement if the merger had not yet been consummated from August
31, 1998 to December 31, 1998.
On April 30, 1998, the Registrant, City Savings, the MHC and
County Savings entered into Amendment No. 2 to the Agreement,
which provides for the Registrant joining the Agreement, the
formation of County Savings, MHC as the parent mutual holding
company of County Savings in order to facilitate the merger, and
the issuance to eligible depositors of County Savings and others
of the Registrant's common stock in an amount equal to
approximately 46% of the pro forma market value of County
Savings.
For further information, please see the Agreement, which was
filed as an Exhibit to the Registration Statement on Form S-4,
file number 333-36051, originally filed with the Securities and
Exchange Commission on September 19, 1997, and Amendment No. 1
and Amendment No. 2, both of which are attached as exhibits to
this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
The financial statements and pro forma information required
to be filed by this Item were previously filed as Appendix H to
the Registrant's Proxy Statement/Prospectus included in the
Registrant's Pre-effective Amendment No. 2 to the Registration
Statement on Form S-4, file number 333-36051, as filed with the
SEC on November 10, 1997.
The Index of Exhibits immediately precedes the attached
exhibits.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
PATHFINDER BANCORP, INC.
DATE: May 4, 1998 By: \s\ Thomas W. Schneider
------------------------
Thomas W. Schneider
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2a Agreement and Plan of Merger Between Oswego
City Savings Bank and Oswego County Savings
Bank, Dated September 5, 1997*
Exhibit 2b Amendment No. 1 to the Agreement and Plan of
Merger Between Oswego City Savings Bank and
Oswego County Savings Bank
Exhibit 2c Amendment No. 2 to the Agreement and Plan of
Merger Between Oswego City Savings Bank and
Oswego County Savings Bank
* Previously filed with the Securities and Exchange Commission
as part of the Registrant's Registration Statement on Form S-4,
file number 333-36051, originally filed with the Securities and
Exchange Commission on September 19, 1997.
<PAGE>
Amendment No. 1 To
Agreement and Plan of Merger Between
Oswego City Savings Bank
and
Oswego County Savings Bank
RECITALS
1. On September 5, 1997, Oswego City Savings Bank ("City
Savings"), Pathfinder Bancorp, MHC (the "Mutual Holding Company")
and Oswego County Savings Bank ("OCSB") entered into an Agreement
and Plan of Merger Between Oswego City Savings Bank and Oswego
County Savings Bank (the "Agreement and Plan of Merger")
providing for the merger of City Savings and OCSB; and
2. Section 11.1(f) of the Agreement and Plan of Merger provides
that the Agreement and Plan of Merger may be terminated by either
City Savings or OCSB in the event the merger is not completed by
August 31, 1998; and
3. City Savings and OCSB desire to extend the time period
within which the merger is to be completed.
In consideration of the premises and mutual covenants,
representations, warranties and agreements contained in the
Agreement and Plan of Merger, and in order to set forth the
conditions upon which the merger will be carried out, the
parties, intending to be legally bound, hereby agree as follows:
Section 11.1(f) to the Agreement and Plan of Merger is
hereby amended to read as follows:
(f) By the Board of Directors of City Savings or the Board
of Trustees of OCSB if the Merger has not been consummated on or
before December 31, 1998.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed this 13th day of January
1998.
ATTEST: OSWEGO CITY SAVINGS BANK
By: /s/ Melissa A. Dashnau By: /s/ Chris C. Gagas
---------------------- -------------------------
Chris C. Gagas, President
ATTEST: PATHFINDER BANCORP, M.H.C.
By: /s/ Melissa A. Dashnau By: /s/ Chris C. Gagas
---------------------- -------------------------
Chris C. Gagas, President
ATTEST: OSWEGO COUNTY SAVINGS BANK
By: /s/ Christine Stark By: /s/ Gregory J. Kreis
----------------- -------------------------
Gregory J. Kreis,
President
<PAGE>
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
BETWEEN OSWEGO CITY SAVINGS BANK
AND OSWEGO COUNTY SAVINGS BANK
Recitals
1. On September 5, 1997, Oswego City Savings Bank ("City
Savings"), Pathfinder Bancorp, MHC (the "Mutual Holding Company")
and Oswego County Savings Bank ("County Savings") entered into an
Agreement and Plan of Merger Between City Savings and County
Savings, which Agreement and Plan of Merger was amended on
January 13, 1998 (as amended, the "Agreement and Plan of
Merger");
2. Section 1.4 of the Agreement and Plan of Merger provides
that City Savings may modify the structure of the merger so long
as the modification does not have adverse tax consequences or
cause a material delay;
3. City Savings and County Savings have reviewed the various
means of structuring the merger of County Savings into City
Savings and have determined that it would be preferable and more
feasible from a regulatory standpoint to effect the merger having
County Savings reorganize into a New York mutual holding company
("County MHC"), and having County MHC merge into the Mutual
Holding Company, followed immediately by the merger of County
Savings into City Savings;
4. City Savings has completed its reorganization into the mid-
tier stock holding company through the formation of Pathfinder
Bancorp, Inc. (the "Stock Holding Company");
5. The Stock Holding Company wishes to become a party to the
Agreement and Plan of Merger; and
6. The Stock Holding Company, the Mutual Holding Company, City
Savings and County Savings also have determined that it would be
in the best interests of all the parties to the Agreement and
Plan of Merger to conduct a minority subscription offering of
Stock Holding Company common stock to eligible depositors of
County Savings as a means of providing such depositors with an
opportunity to own common stock of the Stock Holding Company.
In consideration of the premises and mutual covenants,
representations, warranties and agreements contained in the
Agreement and Plan of Merger, and in order to set forth the
conditions upon which the merger will be carried out, the
parties, intending to be legally bound, hereby agree as follows:
1. Pathfinder Bancorp, Inc. hereby joins in the Agreement
and Plan of Merger.
2. County Savings shall reorganize into the mutual holding
company form of ownership by establishing Oswego County, MHC as
the New York chartered mutual holding
<PAGE>
company parent of County Savings, and that immediately following
its formation County MHC shall merge into the Mutual Holding
Company followed by the merger of County Savings into City
Savings. County Savings will become a New York stock savings
bank subsidiary of County, MHC in connection with the formation
of County MHC. County Savings will file all necessary
applications with the FDIC, FRB and New York Banking Department
in order to effect its reorganization into the mutual holding
company form of ownership. The Plans of Merger for the merger of
County MHC into the Mutual Holding Company and the merger of
County Savings into City Savings are attached as Exhibits A and
B, respectively.
3. Section 1.5 is hereby revised to read as follows:
1.5 Issuance of Common Stock; Minority Stock Offering.
The parties hereto recognize that it is the intent of this
Agreement that additional shares of the Stock Holding Company
common stock equal to the pro forma market value of County
Savings shall be issued in connection with the Merger.
Accordingly, the Stock Holding Company will offer in a
subscription offering to eligible depositors of County Savings
and other persons pursuant to the rules and regulations of the
FDIC and the New York Banking Department, common stock of the
Stock Holding Company in an amount equal to approximately 46% of
the pro forma market value of County Savings. Common stock
representing the remaining 54% of the pro forma market value of
County Savings shall be issued to the Mutual Holding Company.
The pro forma market value of County Savings will be determined
by an independent appraisal prepared as if County Savings were
forming a mutual holding company and issuing common stock to
depositors and the public. The terms and conditions of the
minority stock offering are set forth in a Stock Issuance Plan
which is attached as Exhibit C hereto.
4. Section 5.5(b) of the Agreement and Plan of Merger is
amended to provide that stock option grants and restricted stock
awards shall vest no later than six years from the date of award,
at a rate of no less than 16.6% per year.
5. Section 10.6 of the Agreement and Plan of Merger is
deleted in its entirety.
6. Section 11.1(b)(vi) is added as follows:
11.1(b)(vi). Upon receipt of the updated independent
appraisal to be used for the purpose of establishing the pro
forma market value of County Savings and which is received prior
to commencement of the Subscription Offering referenced in
Section 1.5 hereof, the respective Boards of Directors of City
Savings and Pathfinder Bancorp, Inc. shall have ten business days
to terminate this Agreement if either of the Boards concludes,
based upon its review of the updated independent appraisal that
the Merger is not in the best interests of City Savings,
Pathfinder Bancorp, Inc., its stockholders and Bancorp, MHC.
<PAGE>
7. Section 11.1(c)(vi) is added as follows:
11.1(c)(vi). Upon receipt of the updated independent
appraisal to be used for the purpose of establishing the pro
forma market value of County Savings and which is received prior
to the commencement of the Subscription Offering referenced in
Section 1.5 hereof, the Board of Trustees shall have ten business
days to terminate this Agreement if the Board of Trustees
concludes based on its review of the updated independent
appraisal that the Merger is not in the best interests of County
Savings.
8. Approval of this Amendment by the Board of Trustees of
County Savings shall constitute the approval of the Board of
Trustees of County MHC of the Agreement and Plan of Merger.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed this 30th day of April 1998.
ATTEST: OSWEGO CITY SAVINGS BANK
By:/s/ Melissa A. Dashnau By: /s/ Chris C. Gagas
---------------------------- -------------------------
Melissa A. Dashnau Chris C. Gagas, President
and Chief Executive
Officer
ATTEST: PATHFINDER BANCORP, INC.
By:/s/ Melissa A. Dashnau By: /s/ Chris C. Gagas
---------------------------- -------------------------
Melissa A. Dashnau Chris C. Gagas, President
and Chief Executive
Officer
ATTEST: PATHFINDER BANCORP, M.H.C.
By:/s/ Melissa A. Dashnau By: /s/ Chris C. Gagas
---------------------------- -------------------------
Melissa A. Dashnau Chris C. Gagas, President
and Chief Executive
Officer
ATTEST: OSWEGO COUNTY SAVINGS BANK
By:/s/ Christine Stark By: /s/ Gregory J. Kreis
---------------------------- -------------------------
Christine Stark Gregory J. Kreis,
President and Chief
Executive Officer
<PAGE>
Exhibit A
- -----------------------------------------------------------------
PLAN OF MERGER
BETWEEN
PATHFINDER BANCORP, MHC
AND
OSWEGO COUNTY, MHC
DATED _____________, 1998
- -----------------------------------------------------------------
<PAGE>
This Plan of Merger dated as of ______________, 1998 (the
"Plan of Merger") is entered into by and between Pathfinder
Bancorp, MHC, a New York corporation (the "City MHC"), and Oswego
County MHC, a New York corporation (the "County MHC"), pursuant
to an Agreement and Plan of Merger dated as of September 5, 1997,
as amended, ("Merger Agreement") by and between City MHC, Oswego
City Savings Bank, Pathfinder Bancorp, Inc. and Oswego County
Savings Bank. The Plan of Merger has been approved unanimously
by the Board of Trustees of each of City MHC and County MHC.
Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Merger Agreement. This Plan of Merger
is governed by Sections 293(c)2(a) and 601.3 of the New York
Banking Law.
In consideration of the mutual covenants and agreements set
forth herein and subject to the terms and conditions of the
Merger Agreement, the parties hereto agree as follows:
Section 1. The Merger. At the Effective Time, County MHC
will merge with and into City MHC (the "MHC Merger"), with City
MHC being the surviving entity (the "Surviving Corporation").
The separate corporate existence of County MHC shall thereupon
cease. The Surviving Corporation shall continue to be governed
by the laws of the State of New York and its separate corporate
existence with all of its rights, privileges, immunities, powers
and franchises shall continue unaffected by the MHC Merger.
Section 2. Name of Surviving Corporation. The name of the
Surviving Corporation shall be Pathfinder Bancorp, MHC.
Section 3. Liquidation Account. At the Effective Time of
the MHC Merger and the merger between Oswego City Savings Bank
and Oswego County Savings Bank, liquidation rights will be
established for the benefit of depositors of Oswego County
Savings Bank in City MHC. In addition, Oswego City Savings Bank
shall amend its Organization Certificate to provide for a
liquidation account for the benefit of depositors of Oswego
County Savings Bank.
Section 4. Assets and Liabilities. At the Effective Time,
all assets and property (real, personal, and mixed, tangible and
intangible, choses in action, rights and credits) then owned by
County MHC shall immediately become the property of the Surviving
Corporation. The Surviving Corporation shall be deemed to be a
continuation of County MHC, the rights and obligations of which
shall succeed to such rights and obligations and the duties and
liabilities connected therewith.
Section 5. Trustees of Surviving Corporation. At the
Effective Time, the trustees of County MHC shall become trustees
of the Surviving Corporation. The names of such trustees of the
Surviving Corporation are set forth below.
Chris C. Gagas Gregory J. Kreis
Chris R. Burritt Michael R. Brower
Raymond W. Jung Bruce P. Frassinelli
Bruce E. Manwaring Paul J. Heins
L. William Nelson, Jr. Bernard Shapiro
Victor S. Oakes Paul Schneible
Lawrence W. O'Brien
Corte J. Spencer
<PAGE>
Section 6. Termination. This Plan of Merger shall
terminate automatically at such time as the Merger Agreement is
terminated.
Section 7. Board Approval. The transactions contemplated
by the Merger Agreement and this Plan of Merger have been
approved by the Board of Trustees of each of County MHC and City
MHC.
Section 8. Counterparts. This Plan of Merger may be
executed in one or more counterparts, each of which shall be
deemed to be an original and all of which taken together shall
constitute one instrument.
Section 9. Amendments. This Plan of Merger may be amended
by the parties hereto, by or pursuant to action taken by their
respective boards of trustees, at any time subject to the prior
approval of the New York Banking Department. This Plan of Merger
may not be amended except by an instrument in writing
specifically referring to this Section 9 and signed on behalf of
each of the parties hereto.
Section 10. Severability. Any provision of this Plan of
Merger which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.
Section 11. Governing Law. This Plan of Merger shall be
governed by, and interpreted in accordance with, the laws of the
State of New York, without regard to conflicts of laws
principles.
Section 12. Captions and References. The captions
contained in this Plan of Merger are for convenience of reference
only and do not form a part of this Plan of Merger.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Plan of
Merger to be duly executed as of the date first above written.
PATHFINDER BANCORP, MHC
-----------------------------
Chris C. Gagas
President and Chief Executive
Officer
OSWEGO COUNTY, MHC
-----------------------------
Gregory J. Kreis
President and Chief Executive
Officer
<PAGE>
Exhibit B
- -----------------------------------------------------------------
PLAN OF MERGER
BETWEEN
OSWEGO CITY SAVINGS BANK
AND
OSWEGO COUNTY SAVINGS BANK
DATED _____________, 1998
- -----------------------------------------------------------------
<PAGE>
This Plan of Merger dated as of --------------, 1998 (the
"Plan of Merger") is entered into by and between Oswego City
Savings Bank, a New York chartered stock savings bank ("City
Savings"), and Oswego County Savings Bank, a New York chartered
mutual savings bank ("County Savings"), pursuant to an Agreement
and Plan of Merger dated as of September 5, 1997, as amended
("Merger Agreement") by and between Pathfinder Bancorp, MHC
("City MHC"), City Savings, Pathfinder Bancorp, Inc. and County
Savings. This Plan of Merger shall be governed pursuant to
Sections 293(c)2(b) and 601.2 of the New York Banking Law. The
Plan of Merger has been unanimously approved by the Board of
Directors/Trustees of each of City Savings and County Savings.
Pathfinder Bancorp, Inc. as sole shareholder of City Savings has
voted all its shares of City Savings in favor of the Merger
Agreement and Plan of Merger. Oswego County, MHC, as sole
shareholder of County Savings, has voted all of its shares of
County Savings in favor of the Merger Agreement and Plan of
Merger. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Merger Agreement.
In consideration of the mutual covenants and agreements set
forth herein and subject to the terms and conditions of the
Merger Agreement, the parties hereto agree as follows:
Section 1. The Merger. Immediately following the merger of
County MHC into City MHC, County Savings will merge with and
into City Savings (the "Merger"), with City Savings being the
surviving entity (the "Surviving Corporation"). The separate
corporate existence of County Savings shall thereupon cease. The
Surviving Corporation shall continue to be governed by the laws
of the State of New York and its separate corporate existence
with all of its rights, privileges, immunities, powers and
franchises shall continue unaffected by the Merger.
Section 2. Name of Surviving Corporation. The name of the
Surviving Corporation shall be "Oswego City Savings Bank," or
such other name as the Board of Directors of City Savings shall
determine.
Section 3. Liquidation Account. At the Effective Time of
the Merger between City Savings and County Savings, liquidation
rights will be established for the benefit of depositors of
County Savings in City MHC. In addition, City Savings shall
amend its Restated Organization Certificate to provide a
liquidation account for the benefit of depositors of County
Savings.
Section 4. Assets and Liabilities. At the Effective Time,
all assets and property (real, personal, and mixed, tangible and
intangible, choses in action, rights and credits) then owned by
County Savings shall immediately become the property of the
Surviving Corporation. The Surviving Corporation shall be deemed
to be a continuation of County Savings, the rights and
obligations of which shall succeed to such rights and obligations
and the duties and liabilities connected therewith.
Section 5. Directors of Surviving Corporation. At the
Effective Time, the directors of County Savings shall become
directors of the Surviving Corporation. The names of such
directors of the Surviving Corporation are set forth below.
Chris C. Gagas Gregory J. Kreis
Chris R. Burritt Michael R. Brower
Raymond W. Jung Bruce P. Frassinelli
Bruce E. Manwaring Paul J. Heins
L. William Nelson, Jr. Paul W. Schneible
Victor S. Oakes Bernard Shapiro
Lawrence W. O'Brien Carl K. Walrath
Janette Resnick
Corte J. Spencer
Section 6. Termination. This Plan of Merger shall terminate
automatically at such time as the Merger Agreement is terminated.
Section 7. Board Approval. The transactions contemplated
by the Merger Agreement and this Plan of Merger have been
approved by the Board of Trustees/Directors of each of County
Savings and City Savings.
Section 8. Counterparts. This Plan of Merger may be
executed in one or more counterparts, each of which shall be
deemed to be an original and all of which taken together shall
constitute one instrument.
Section 9. Amendments. This Plan of Merger may be amended
by the parties hereto, by or pursuant to action taken by their
respective boards of directors or trustees, at any time subject
to the prior approval of the New York Banking Department. This
Plan of Merger may not be amended except by an instrument in
writing specifically referring to this Section 9 and signed on
behalf of each of the parties hereto.
Section 10. Severability. Any provision of this Plan of
Merger which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.
Section 11. Governing Law. This Plan of Merger shall be
governed by, and interpreted in accordance with, the laws of the
State of New York, without regard to conflicts of laws
principles.
Section 12. Captions and References. The captions
contained in this Plan of Merger are for convenience of reference
only and do not form a part of this Plan of Merger.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Plan of
Merger to be duly executed as of the date first above written.
OSWEGO CITY SAVINGS BANK
------------------------------
Chris C. Gagas
President and Chief Executive
Officer
OSWEGO COUNTY SAVINGS BANK
______________________________
Gregory J. Kreis
President and Chief Executive
Officer
<PAGE>
EXHIBIT C
PATHFINDER BANCORP, INC. AND
OSWEGO COUNTY SAVINGS BANK
STOCK ISSUANCE PLAN
<PAGE>
TABLE OF CONTENTS
1. Introduction 1
2. Definitions 1
3. The Merger 7
4. Conditions to Approval of the Agreement and the
Transactions Provided Therein 8
5. Special Meeting of Depositors 9
6. Rights of County Savings Depositors in the Event of a
Conversion Transaction 9
7. Timing of the Merger and Stock Offering 10
8. Procedure 10
9. The Stock Offering 10
10. Resales of Stock by Management Persons 18
11. Stock Certificates 18
12. Restriction on Financing Stock Purchases 18
13. Stock Benefit Plans 18
14. Post-Merger Filing and Market Making 18
15. Employment and Other Severance Agreement 19
16. Payment of Dividends and Repurchase of Stock 19
17. Interpretation 19
18. Merger and Stock Offering Expenses 19
19. Amendment or Termination of the Plan 19
<PAGE>
1. Introduction
On September 5, 1997, Oswego City Savings Bank ("City
Savings"), a New York chartered stock savings bank headquartered
in Oswego, New York entered into an Agreement and Plan of Merger
(the "Agreement") to acquire Oswego County Savings Bank ("County
Savings"), a New York chartered mutual savings bank headquartered
in Oswego, New York through the merger of County Savings into
City Savings (the "Merger"). As of April 29, 1998, Pathfinder
Bancorp, Inc. (the "Stock Holding Company"), a Delaware
corporation that owns all the issued and outstanding stock of
City Savings and is the majority owned subsidiary of Pathfinder
Bancorp, MHC (the "Mutual Holding Company"), became a party to
the Agreement. In connection with the Merger, County Savings
will form a New York chartered mutual holding company ("County
MHC") which will merge into the Mutual Holding Company
immediately prior to the Merger.
The Merger will result in a larger and stronger financial
institution that can offer customers of County Savings a broader
range of resources, products and services than County Savings
can offer on a stand alone basis. As part of the Merger,
deposits of County Savings will become deposits of City Savings
equivalent in amount, interest rate and terms to the deposits in
County Savings immediately prior to the Effective Date. All
deposits of City Savings following the Merger will continue to be
insured up to the legal maximum by the FDIC. The terms and
conditions of the Merger are set forth in the Agreement.
Concurrently with the Merger, the Stock Holding Company intends
to offer for sale in a stock offering shares of Stock Holding
Company common stock (the "Common Stock") in an amount equal to
up to 46% of the market value of County Savings, as determined by
the Independent Valuation. The Common Stock will be offered on a
priority basis in a Subscription Offering. Any shares of Common
Stock for which subscriptions have not been accepted in the
Subscription Offering may be issued to the Mutual Holding Company
and/or offered for sale in the Community Offering under the terms
set forth herein. The Agreement and the transactions provided
for in the Agreement, including the Subscription Offering and
this Stock Issuance Plan, are subject to the approval of the New
York Banking Department, the Board of Governors of the Federal
Reserve System, the FDIC and to a receipt of a notice of non-
objection from the FDIC as to County Savings' conversion to stock
form. The Agreement and the transactions provided for by the
Agreement, including the Stock Issuance Plan, must be approved by
the affirmative vote of (i) 75% of the total deposits present in
person or by proxy at a meeting of County Savings depositors and
(ii) more than 50% of the total votes eligible to be cast at a
meeting of depositors of County Savings. Each Voting Depositor
shall be entitled to cast one vote for each $100 or fraction
thereof in deposits in County Savings on the Voting Record Date.
No Voting Depositor may cast more than 1,000 votes at the
Meeting. Approval of the Agreement by the Voting Depositors
shall also constitute approval of this Plan by such depositors.
2. Definitions
As used in this Plan, the terms set forth below have the
following meanings:
Acting in Concert: (i) Knowing participation in a joint
activity or interdependent conscious parallel action towards a
common goal whether or not pursuant to an express agreement, or
(ii) a combination or pooling of voting or other interests in the
securities of an issuer for a common purpose pursuant to any
contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise. A person or company
which acts in concert with another person or company ("other
party") shall also be deemed to be acting in concert with any
person or company who is also acting in concert with that other
party, except that any Tax-Qualified Employee Plan will not be
deemed to be acting in concert with its trustee or a person who
serves in a similar capacity solely for the purpose of
determining whether stock
<PAGE>
held by the trustee and stock held by the Tax-Qualified Employee
Plan will be aggregated. Persons or companies mutually engaged
in such activities are referred to herein as a "Group Acting in
Concert." The determination of whether a group is acting in
concert shall be made solely by the Boards of Directors of City
Savings and the Stock Holding Company or officers delegated by
such Boards and may be based on any evidence upon which the
Boards or such delegatee chooses to rely.
Adjusted Price Per Share: The actual purchase price per
share of Common Stock purchased by Eligible Account Holders in
the Subscription Offering, which shall equal 90% of the
Unadjusted Price Per Share.
Affiliate: The term "Affiliate" of, or a person "affiliated
with" a specified person, means any person that directly or
indirectly through one or more intermediaries controls, is
controlled by, or is under common control with, the person
specified.
Agreement: The Agreement and Plan of Merger between the
Mutual Holding Company, the Stock Holding Company, City Savings
and County Savings and any amendments thereto, which sets forth
the terms and conditions of the Merger.
Associate: The term "Associate," when used to indicate a
relationship with any Person, means: (i) any corporation or
organization (other than City Savings, County Savings, the Mutual
Holding Company or the Stock Holding Company) of which such
Person is a director, officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class of
equity securities; (ii) any trust or other estate in which such
Person has a substantial beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity;
(iii) any relative or spouse of such Person or any relative of
such spouse, who has the same home as such Person or who is a
director or officer of County Savings, the Mutual Holding Company
or the Stock Holding Company or any subsidiary or any affiliate
thereof; and (iv) any person acting in concert with any of the
persons or entities specified in clauses (i) through (iii) above;
provided, however, that any Tax-Qualified or Non-Tax-Qualified
Employee Plan shall not be deemed to be an Associate of any
director/trustee or officer of County Savings, the Mutual Holding
Company, the Stock Holding Company or City Savings, to the extent
provided in Sections 9-10 hereof. When used to refer to a Person
other than an officer or director of County Savings, County
Savings in its sole discretion may determine the Persons that are
Associates of other persons.
BHCA: The Bank Holding Company Act of 1956, as amended.
City Savings: Oswego City Savings Bank.
Common Stock: Common stock, par value $.10 per share,
issued by the Stock Holding Company pursuant to, and in
consideration of, the Merger.
Community: The local community of Oswego County, New York.
Community Offering: The offering to certain members of the
general public of any shares of Common Stock for which
subscriptions have not been accepted in the Subscription
Offering, which Community Offering shall be at the sole
discretion of the Board of Directors of the Stock Holding Company
and which may be effected pursuant to Section 9 of this Plan.
The Community Offering may include a syndicated community
offering or a public offering.
<PAGE>
County MHC: Oswego County, MHC, the to be formed New York
chartered mutual holding company that will own all of the common
stock of County Savings.
County Savings: Oswego County Savings Bank.
Department: The New York Banking Department, and any
successor thereto.
Eligible Account Holder: Any person with a Qualifying
Deposit on the Eligibility Record Date.
Effective Date: The date upon which all necessary approvals
have been obtained to consummate the Merger, and the closing of
the Merger occurs.
Eligible Account Holder: Any person holding a Qualifying
Deposit on the Eligibility Record Date.
Eligibility Record Date: --------------, the date for
determining who qualifies as an Eligible Account Holder.
Employee: A person who is an employee of County Savings at
the Effective Date of the Merger.
ESOP: City Savings' tax-qualified employee stock ownership
plan.
Estimated Subscription Price: The price per share submitted
with orders for shares of Common Stock in the Subscription
Offering and the Community Offering, if any, which is to be
established by the Stock Holding Company at an amount that the
Stock Holding Company estimates will equal or exceed the
Unadjusted Price Per Share. In making this determination, the
Stock Holding Company shall consider the price of the Stock
Holding Company common stock as reported on the Nasdaq Small Cap
Market System and, after consultation with its financial
advisors, such market and financial conditions that the Stock
Holding Company deems relevant.
Exchange Act: The Securities Exchange Act of 1934, as
amended.
FDIC: The Federal Deposit Insurance Corporation.
Federal Reserve Board: The Board of Governors of the Federal
Reserve System.
Independent Appraiser: An investment banking or financial
consulting firm experienced and expert in the area of savings
institution appraisals selected by County Savings, subject to the
approval of City Savings.
Independent Valuation: The estimated pro forma market value
of County Savings, as determined by the Independent Appraiser.
Management Person: Any Officer or Trustee of County Savings
or any Affiliate of County Savings, and any person acting in
concert with any such Officer or Trustee.
<PAGE>
Market Maker: A dealer (i.e., any person who engages
directly or indirectly as agent, broker, or principal in the
business of offering, buying, selling or otherwise dealing or
trading in securities issued by another person) who, with respect
to a particular security, (1) regularly publishes bona fide
competitive bid and offer quotations on request, and (2) is
ready, willing and able to effect transactions in reasonable
quantities at the dealer's quoted prices with other brokers or
dealers.
Merger: The merger of County Savings into City Savings with
City Savings as the resulting savings bank, pursuant to the
Agreement and this Plan.
Minority Stockholder: Any owner of the Stock Holding
Company's common stock, other than the Mutual Holding Company.
Minority Stock Offering: One or more offerings of less than
50% in the aggregate of the outstanding common stock of the Stock
Holding Company to persons other than the Mutual Holding Company.
Mutual Holding Company: Pathfinder Bancorp, MHC, the New
York chartered mutual holding company that owns the majority of
the common stock of the Stock Holding Company.
Offering Range: The aggregate Estimated Subscription Price
of the Common Stock to be sold in the Stock Offering based on the
Independent Valuation, expressed as a range which may vary within
15% above or 15% below the midpoint of such range. The Offering
Range will be based on the Valuation Range, and will represent up
to 49% of the Common Stock issued in the Stock Offering.
Officer: An executive officer of County Savings, including
the Chief Executive Officer, President, Senior Vice Presidents in
charge of principal business functions, Secretary, Treasurer and
any other person performing similar functions.
Order Form: Any form together with attached cover letter
sent to any Eligible Account Holder or Supplemental Eligible
Account Holder or to any other person, containing among other
things a description of the alternatives available to such Person
under the Plan and by which any such Person may make elections
regarding subscriptions for Common Stock in the Subscription
Offering or Community Offering.
Person: An individual, corporation, partnership,
association, joint-stock company, trust (including Individual
Retirement Accounts and KEOGH Accounts), unincorporated
organization, government entity or political subdivision thereof
or any other entity.
Plan: This Stock Issuance Plan.
Prospectus: The document included in the Registration
Statement setting forth a description of County Savings, City
Savings, the Mutual Holding Company, the Stock Holding Company,
this Plan and the process of issuing Common Stock.
Proxy Statement: The document used by County Savings to
solicit proxies from Voting Depositors.
<PAGE>
Qualifying Deposit: The balance of each deposit account of
$100 or more in County Savings as of the close of business on the
Eligibility Record Date or as of the close of business on the
Supplemental Eligibility Record Date, as applicable. Deposit
accounts with total deposit balances of less than $100 shall not
constitute a Qualifying Deposit.
Registration Statement: The statement pursuant to which the
securities issued in the Merger are registered with the
Securities and Exchange Commission under the Securities Act of
1933.
Regulations: The regulations of the Department regarding
mutual holding companies and the regulations of the FDIC, but
only to the extent regulations of the FDIC conflict with the
General Regulations of the New York Banking Board.
Resident: Any Person who occupies a dwelling in the
Community, has a present intention to remain in the Community for
a period of time, and manifests the genuineness of that intent by
establishing an ongoing physical presence within the Community
together with an indication that such presence within the
Community is something other than merely transitory in nature.
The Stock Holding Company may use deposit or loan records or such
other evidence provided to it to make a determination whether a
person is a resident. In all cases, however, such a
determination shall be at the sole discretion of the Stock
Holding Company.
SEC: The Securities and Exchange Commission.
Special Meeting: The Special Meeting of depositors of
County Savings called for the purpose of voting on the Plan.
Stock Holding Company: Pathfinder Bancorp, Inc., the
Delaware chartered corporation that owns 100% of the common stock
of City Savings, and which will issue Common Stock in the Stock
Offering.
Stock Offering: The offering of Common Stock of the Stock
Holding Company pursuant to this Plan to persons other than the
Mutual Holding Company in a Subscription Offering to County
Savings depositors and a Community Offering, if any, in an
aggregate amount equal to up to 49% of the Independent Valuation.
Subscription Offering: The offering of Common Stock of the
Stock Holding Company for subscription and purchase by Eligible
Account Holder pursuant to Section 9 of this Plan.
Subsidiary: A company that is controlled by another
company, either directly or indirectly through one or more
subsidiaries.
Supplemental Eligible Account Holder: Any Person holding a
Qualifying Deposit on the Supplemental Eligibility Record Date,
who is not an Eligible Account Holder, a Tax-Qualified Employee
Plan or an Officer or Trustee of County Savings.
Supplemental Eligibility Record Date: The date for
determining who qualifies as a Supplemental Eligible Account
Holder, which shall be the last day of the calendar quarter
preceding Department approval of the Plan.
<PAGE>
Tax-Qualified Employee Plan: Any defined benefit plan or
defined contribution plan (including any employee stock ownership
plan, stock bonus plan, profit-sharing plan, or other plan) of
City Savings, the Stock Holding Company, or the Mutual Holding
Company, or any of their affiliates, which, with its related
trusts, meets the requirements to be qualified under Section 401
of the Internal Revenue Code. The term Non-Tax-Qualified
Employee Stock Benefit Plan means any defined benefit plan or
defined contribution plan which is not so qualified.
Trustee(s): Any member of the Board of Trustees of County
Savings.
Unadjusted Price Per Share: The actual purchase price per
share of Common Stock to be paid by all subscribers or other
purchasers in the Stock Offering, other than Eligible Account
Holders, which shall be the average of the bid and asked prices
per share of Stock Holding Company common stock as reported on
the Nasdaq Small Cap Market System at the close of trading on
each of the ten trading days ending on the day prior to the
Effective Date.
Valuation Range: The range of value for the Common Stock
established pursuant to Section 9 hereof.
Voting Depositor: Those depositors of County Savings as of
the Voting Record Date. Voting Depositors shall have one vote
for every $100 of deposit accounts or fraction thereof as of the
Voting Record Date, up to a maximum of 1,000 votes.
Voting Record Date: The date established by County Savings
for determining which depositors of County Savings are entitled
to vote on the Plan.
Voting Stock:
(1) Voting Stock means common stock or preferred stock, or
similar interests if the shares by statute, charter or in any
manner, entitle the holder:
(i) To vote for or to select directors of the Stock
Holding Company; and
(ii) To vote on or to direct the conduct of the
operations or other significant policies of the Stock Holding
Company.
(2) Notwithstanding anything in paragraph (1) above,
preferred stock is not "Voting Stock" if:
(i) Voting rights associated with the preferred stock
are limited solely to the type customarily provided by statute
with regard to matters that would significantly and adversely
affect the rights or preferences of the preferred stock, such as
the issuance of additional amounts or classes of senior
securities, the modification of the terms of the preferred stock,
the dissolution of the Stock Holding Company, or the payment of
dividends by the Stock Holding Company when preferred dividends
are in arrears;
(ii) The preferred stock represents an essentially
passive investment or financing device and does not otherwise
provide the holder with control over the issuer; and
<PAGE>
(iii) The preferred stock does not at the time
entitle the holder, by statute, charter, or otherwise, to select
or to vote for the selection of directors of the Stock Holding
Company.
(3) Notwithstanding anything in paragraphs (1) and (2)
above, "Voting Stock" shall be deemed to include preferred stock
and other securities that, upon transfer or otherwise, are
convertible into Voting Stock or exercisable to acquire Voting
Stock where the holder of the stock, convertible security or
right to acquire Voting Stock has the preponderant economic risk
in the underlying Voting Stock. Securities immediately
convertible into Voting Stock at the option of the holder without
payment of additional consideration shall be deemed to constitute
the Voting Stock into which they are convertible; other
convertible securities and rights to acquire Voting Stock shall
not be deemed to vest the holder with the preponderant economic
risk in the underlying Voting Stock if the holder has paid less
than 50% of the consideration required to directly acquire the
Voting Stock and has no other economic interest in the underlying
Voting Stock.
3. The Merger
A. General
Pursuant to the Agreement, County MHC will merge with and
into the Mutual Holding Company followed immediately by the
merger of County Savings into City Savings with City Savings as
the surviving or resulting institution. The Restated
Organization Certificate and Bylaws of City Savings, which are
available upon request at County Savings's main office, will be
the Organization Certificate and Bylaws of the resulting
institution. City Savings and the Mutual Holding Company will
continue to have, succeed to, and be responsible for all the
rights, liabilities and obligations of County Savings and County
MHC, respectively. The terms and conditions of the Merger are set
forth in the Agreement. Upon completion of the Merger,
Pathfinder Bancorp, MHC, the Mutual Holding Company will own
approximately 54% of the outstanding common stock of the Stock
Holding Company, which will own 100% of the outstanding common
stock of City Savings.
Each holder of a deposit account in County Savings currently
has liquidation rights with respect to County Savings and the
right to subscribe for common stock in the event County Savings
issues common stock or converts to stock form. Each holder of a
deposit account in City Savings has liquidation rights in the
Mutual Holding Company and an interest in the liquidation account
of City Savings, including the right to subscribe for additional
shares of common stock of the Stock Holding Company in the event
of a future Minority Stock Offering or the conversion of the
Mutual Holding Company from mutual-to-stock form, for so long as
such person maintains a deposit account in City Savings. These
liquidation and subscription rights will be granted to the
depositors of County Savings who continue to maintain one or more
deposit accounts in City Savings after the Merger. Accordingly,
the Merger will not extinguish the liquidation and subscription
rights of the depositors of County Savings.
Pursuant to the Plan, the Stock Holding Company will offer
for sale in the Offering additional shares of its Common Stock
equal in aggregate value to up to 49% of the Independent
Valuation of County Savings as determined by an independent
appraisal. The remaining mutual interest in County Savings which
is not being offered for sale or sold in the Stock Offering will
be transferred to the Mutual Holding Company as set forth in
Section 9B of this Plan.
<PAGE>
B. Effect on Deposit Accounts and Borrowings
Each deposit account in County Savings on the Effective Date
of the Merger will become a deposit account in the same amount
and upon equivalent terms and conditions as such deposit account
in County Savings prior to the Effective Date, and will continue
to be federally insured up to the legal maximum by the FDIC in
the same manner as the deposit account existed in County Savings
immediately prior to the Merger, except that the holder of each
such deposit account will have liquidation rights with respect to
the Mutual Holding Company and City Savings rather than with
County Savings for so long as such holder maintains a deposit
account with City Savings. Any new deposit accounts established
with City Savings after the Merger will create liquidation rights
in the Mutual Holding Company. Such deposits in City Savings
will be federally insured up to the legal maximum by the FDIC.
Each depositor of County Savings will continue as a depositor of
City Savings after the effective date and will have the right to
subscribe for shares of common stock of the Stock Holding Company
in any future Minority Stock Offering, and will have the right to
subscribe for common stock of the Stock Holding Company in any
future mutual-to-stock conversion of the Mutual Holding Company.
Upon consummation of the Merger, all loans and other borrowings
from County Savings shall retain the same status with City
Savings after the Merger as they had with County Savings
immediately prior to the Merger.
4. Conditions to Approval of the Agreement and the Transactions
Provided for Therein
Approval of the Agreement and the Transactions provided for
therein is expressly conditioned upon the following:
A. Submission of the Agreement to the Voting Depositors
for approval pursuant to a Proxy Statement and form of proxy
cleared in advance by the FDIC and the Department, and such Plan
is approved by Voting Depositors as set forth in Section 1.
B. The filing of a conversion notice and merger
application with the FDIC and the Department, and the approval of
the Merger by the FDIC and the Department, the issuance of a
notice of non-objection to the conversion notice by the FDIC, and
the approval of the Plan by the Department.
C. The SEC declaring effective a Registration Statement
filed by the Stock Holding Company with respect to the Common
Stock to be offered pursuant to the Plan.
D. The approval of the Stock Offering by the Federal
Reserve Board, to the extent such approval is necessary.
E. The receipt by City Savings of a ruling from the
Internal Revenue Service or a legal opinion in form and substance
reasonably satisfactory to County Savings and City Savings,
substantially to the effect that, on the basis of facts,
representations and assumptions described at the effective time
of the Merger, the Merger will be treated as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code
and that, accordingly, for federal income tax purposes: (i) no
gain or loss will be recognized by County Savings or City Savings
as a result of the Merger; and (ii) no gain or loss will be
recognized by the Mutual Holding Company upon consummation of the
Merger and the transfer of shares of Common Stock.
<PAGE>
5. Special Meeting of Depositors
Subsequent to the approval of the Plan by the
Superintendent, the Special Meeting shall be scheduled in
accordance with County Savings' Bylaws. Promptly after receipt
of approval and at least 20 days but not more than 45 days prior
to the Special Meeting, County Savings shall distribute proxy
solicitation materials to all Voting Depositors. The proxy
solicitation materials shall include a proxy card and proxy
statement and other documents authorized for use by the
regulatory authorities. A copy of the Plan will be made
available to all Voting Depositors upon request. Pursuant to the
Regulations, an affirmative vote of at least (i) a majority of
the total eligible votes of Voting Depositors, and (ii) 75% of
the aggregate dollar amount of deposits of the Voting Depositors
represented at the Special Meeting either in person or by valid
proxy and entitled to vote thereat shall be required for
approval. The Board of Trustees shall appoint an independent
custodian and tabulator to receive and hold the proxy cards and
to count the votes cast in favor of and in opposition to the
Plan. Within five days after the Special Meeting, the President
and Secretary of County Savings will certify to the
Superintendent the result of the vote taken at the Special
Meeting. Each Voting Depositor shall be entitled to cast one
vote for each $100 or fraction thereof of deposits in County
Savings on the Voting Record Date. No Voting Depositor may cast
more than 1,000 votes at the Special Meeting.
6. Rights of County Savings Depositors in the Event of a
Conversion Transaction
The Mutual Holding Company is authorized by New York and
federal law and regulations to convert to stock form (a
"Conversion Transaction"). There can be no assurance when, if
ever, a Conversion Transaction would occur. If the Conversion
Transaction does not occur, the Mutual Holding Company will
always own a majority of the Voting Stock of the Stock Holding
Company.
In a Conversion Transaction, the Mutual Holding Company
would merge with and into City Savings or the Stock Holding
Company, with City Savings or the Stock Holding Company (as the
case may be) as the resulting entity, and the depositors of City
Savings(including depositors who were depositors of County
Savings prior to the Merger) would receive the right to subscribe
for all of the shares of common stock of the Stock Holding
Company sold for cash in the Conversion Transaction, according to
terms established by the Board of Directors of the Stock Holding
Company and the Board of Trustees of the Mutual Holding Company.
Depositors of County Savings who remain as depositors of City
Savings shall have the right to subscribe for shares in the
Conversion Transaction on the same terms as of City Savings. If
the right to subscribe for shares sold in the Conversion
Transaction shall be determined, in part, based on deposit
balances at a particular date that precedes the date of the
completion of the Merger, then deposits held at County Savings
shall be considered as though such deposits were held at City
Savings.
At the sole discretion of the Board of Trustees of the
Mutual Holding Company and the Board of Directors of the Stock
Holding Company, a Conversion Transaction may be effected in any
other manner necessary to qualify the Conversion Transaction as a
tax-free merger under applicable federal and state tax laws. A
Conversion Transaction would require the approval of applicable
federal regulators, and would be presented to a vote of the
depositors of City Savings. City Savings has no current
intention to conduct a Conversion Transaction.
<PAGE>
7. Timing of the Merger and Stock Offering
County Savings intends to consummate the Merger and Stock
Offering as soon as feasible following the receipt of all
approvals referred to in Section 4 of the Plan. Subject to any
required approvals of the FDIC, the Department and the Federal
Reserve Board, the Stock Holding Company intends to commence the
Stock Offering concurrently with the proxy solicitation of Voting
Depositors. The Stock Holding Company may close the Stock
Offering before the Special Meeting, provided that the offer and
sale of the Common Stock shall be conditioned upon approval of
the Plan by the Voting Depositors at the Special Meeting. County
Savings's proxy solicitation materials may permit Voting
Depositors to return to County Savings by a reasonable date
certain a postage paid card or other written communication
requesting receipt of the Prospectus if the Prospectus is not
mailed concurrently with the proxy solicitation materials. The
Stock Offering shall be conducted in compliance with any
securities offering regulations of the FDIC and the Department.
Neither County Savings nor City Savings will finance or loan
funds to any person to purchase Common Stock in the Stock
Offering.
8. Procedure
The Common Stock shall be offered for sale in the
Subscription Offering to Eligible Account Holders, Supplemental
Eligible Account Holders, and Trustees, Officers and Employees of
County Savings. Any shares of Common Stock for which
subscriptions have not been accepted in the Subscription Offering
may be issued to the Mutual Holding Company and/or offered for
sale in the Community Offering as provided in Section 9 hereof.
The Subscription Offering must be commenced in time to complete
the Stock Offering within the time period specified in this
Section 8. The period for the Subscription and Community
Offering shall not be less than 20 days nor more than 45 days,
determined in accordance with Section 9 hereof, unless extended
by the Stock Holding Company.
Completion of the sale of all shares of Common Stock not
sold in the Subscription and Community Offerings is required
within 45 days after termination of the Subscription Offering,
subject to extension of such 45-day period by the Stock Holding
Company with the approval of the FDIC and the Department. The
Board of Directors of the Stock Holding Company may seek one or
more extensions of such 45-day period if necessary to complete
the sale of all shares of Common Stock. In connection with any
such extension, subscribers shall be permitted to increase,
decrease or rescind their subscriptions to the extent required by
the regulations in approving the extensions.
9. The Stock Offering
A. Purchase Price of Shares Sold
As part of the Stock Offering, County Savings shall obtain
an independent valuation of its pro forma market value assuming
County Savings were forming a mutual holding company and
conducting a minority stock offering (the "Independent
Valuation"), which shall also be expressed as a range (the
"Valuation Range"). The minimum of the Valuation Range shall be
15% less than the midpoint of the Valuation Range, and the
maximum of the Valuation Range shall be 15% greater than the
midpoint of the Valuation Range. The aggregate Estimated
Subscription Purchase price of the Common Stock to be sold in the
Stock Offering will be equal to a percentage of the Independent
Valuation, and will range within 15% above or 15% below the
midpoint of such range (the "Offering Range"). The Independent
Valuation will be updated immediately prior to the consummation
of the Stock Offering without a resolicitation of
<PAGE>
subscribers, unless the change in the Independent Valuation is
greater than 15% above or below the midpoint of the Valuation
Range. An increase in the Valuation Range will result in a
corresponding increase in the Offering Range. The Independent
Valuation shall be made by an investment banking or financial
consulting firm experienced and expert in the area of savings
institution appraisals (the "Independent Appraiser") selected for
such purpose by County Savings, subject to the approval of City
Savings. The number of shares of Common Stock issued by the
Stock Holding Company in connection with the Merger shall be
equal to the Independent Valuation (as updated) divided by the
average of the closing bid and asked prices per share of the
Stock Holding Company common stock as reported on the Nasdaq
Small Cap Market System at the close of trading of each of the
ten trading days prior to the Effective Date (the "Unadjusted
Price Per Share").
Individual subscriptions will be accepted at the Estimated
Subscription Price. The actual purchase price to be paid for the
Common Stock by subscribers will be determined at the time of
final pricing, which will be promptly after completion of the
Subscription Offering and Community Offering, if any. The actual
purchase price to be paid for the Common Stock by the subscribers
other than Eligible Account Holders in the Subscription and
Community Offerings will be the Unadjusted Price Per Share. The
actual purchase price to be paid by Eligible Account Holders in
the Subscription Offering will be equal to 90% of the Unadjusted
Price Per Share or such other percentage of the Unadjusted Price
Per Share as determined by the Board of Directors of the Stock
Holding Company and the Board of Trustees of County Savings (the
"Adjusted Price Per Share").
The number of shares to be sold to each subscriber will be
determined promptly after the final pricing. The Stock Holding
Company, in consultation with County Savings, will divide the
total dollar amount of each Person's order by the Unadjusted
Price Per Share or the Adjusted Price Per Share, as applicable,
to determine the total number of shares to be issued to each
subscriber, with a cash refund for any difference in lieu of the
issuance of fractional or additional shares. County Savings and
the Stock Holding Company reserve the right to permit subscribers
to elect to receive additional whole shares in such process.
Notwithstanding the foregoing, no sale of Common Stock may
be consummated unless, prior to such consummation, the
Independent Appraiser confirms to County Savings, the Stock
Holding Company and the Department that, to the best knowledge of
the Independent Appraiser, nothing of a material nature has
occurred which, taking into account all relevant factors, would
cause the Independent Appraiser to conclude that the aggregate
value of the Common Stock sold in the Stock Offering and the
Common Stock issued to the Mutual Holding Company is incompatible
with its estimate of the aggregate consolidated pro forma market
value of County Savings as an entity merged with and into City
Savings. If such confirmation is not received, County Savings
and the Stock Holding Company may cancel the Subscription and
Community Offerings, extend the Stock Offering, establish a new
Valuation Range, extend, reopen or hold new Subscription and
Community Offerings or take such other action as the Commissioner
may permit.
B. Number of Shares Issued and Sold
The number of shares of Common Stock of the Stock Holding
Company that shall be issued in connection with the Merger shall
be equal to the Independent Valuation (as updated at the
consummation of the Merger and Stock Offering) divided by the
Unadjusted Price Per Share. The number of shares of Stock
Holding Company Common Stock that shall be offered for sale in
the Stock Offering shall be
<PAGE>
determined at the time of the commencement of the Stock Offering,
and shall be equal to a fixed percentage which shall be 46% of
the shares of Common Stock issued in connection with the Merger.
Any shares of Common Stock for which subscriptions have not been
accepted in the Subscription Offering may be issued to the Mutual
Holding Company and/or offered for sale in the Community
Offering. The aggregate amount of outstanding common stock of
the Stock Holding Company that may be owned or controlled by
persons other than the Mutual Holding Company parent at the close
of the Stock Offering shall be less than 50% of the Stock Holding
Company's total outstanding Common Stock.
This Plan shall not preclude City Savings or the Stock
Holding Company from adopting any stock issuance plan for a
future Minority Stock Offering by City Savings or the Stock
Holding Company.
C. Method of Offering Shares and Rights to Purchase Stock
In descending order of priority, the opportunity to purchase
Common Stock shall be given in the Subscription Offering to:
(1) Eligible Account Holders; (2) Tax-Qualified Employee Plans;
(3) Supplemental Eligible Account Holders; and (4) Trustees,
Officers and Employees pursuant to priorities established by the
Board of Trustees. Any shares of Common Stock for which
subscriptions have not been accepted in the Subscription Offering
may, at the discretion of the Stock Holding Company, be issued to
the Mutual Holding Company and/or offered for sale in the
Community Offering.
The minimum purchase by any Person shall be 25 shares. The
Stock Holding Company may use its discretion in determining
whether prospective purchasers are "residents," "associates," or
"acting in concert" as defined in the Plan, and in interpreting
any and all other provisions of the Plan. All such
determinations are in the sole discretion of the Stock Holding
Company, and may be based on whatever evidence the Stock Holding
Company chooses to use in making any such determination. In
addition to the priorities set forth below, the Board of
Directors may establish other priorities for the purchase of
Common Stock, subject to the approval of the FDIC and the
Department.
D. Subscription Offering
The priorities for the purchase of shares in the Stock
Offering are as follows:
Priority 1: Eligible Account Holders. Each Eligible Account
Holder shall be given the opportunity to purchase up to 5% of the
shares of Common Stock offered in the Stock Offering; provided
that the Stock Holding Company may, in its sole discretion and
without further notice to or solicitation of subscribers or other
prospective purchasers, decrease such maximum purchase limitation
to 1% of the maximum number of shares offered in the Stock
Offering, subject to the overall purchase limitations set forth
in Section 9(F). If there are insufficient shares available to
satisfy all subscriptions of Eligible Account Holders, shares
will be allocated to Eligible Account Holders so as to permit
each such subscribing Eligible Account Holder to purchase a
number of shares sufficient to make his total allocation equal to
the lesser of 100 shares or the number of shares subscribed for.
Thereafter, unallocated shares will be allocated pro rata to
remaining subscribing Eligible Account Holders whose
subscriptions remain unfilled in the same proportion that each
such subscriber's Qualifying Deposit bears to the total amount of
Qualifying Deposits of all subscribing Eligible Account Holders
whose subscriptions remain unfilled. To ensure proper allocation
of stock, each Eligible Account Holder must list on his
subscription order form all accounts in which he had an ownership
interest as of the Eligibility Record Date.
<PAGE>
Priority 2: Tax-Qualified Employee Plans. The Tax-
Qualified Employee Plans shall be given the opportunity to
purchase in the aggregate up to 10% of the Common Stock issued in
the Stock Offering. In the event of an oversubscription in the
Stock Offering, subscriptions for shares by the Tax-Qualified
Employee Plans may be satisfied, in whole or in part, out of
authorized but unissued shares of the Stock Holding Company
subject to the maximum purchase limitations applicable to such
plans set forth in Section 9(F), or may be satisfied, in whole or
in part, through open market purchases by the Tax-Qualified
Employee Plans subsequent to the closing of the Stock Offering.
Priority 3: Supplemental Eligible Account Holders. To the
extent there are sufficient shares remaining after satisfaction
of subscriptions by Eligible Account Holders and the Tax-
Qualified Employee Plans, each Supplemental Eligible Account
Holder shall have the opportunity to purchase up to 5% of the
shares of Common Stock offered in the Stock Offering, provided
that the Stock Holding Company may, in its sole discretion and
without further notice to or solicitation of subscribers or other
prospective purchasers, decrease such maximum purchase limitation
to 1% of the maximum number of shares offered in the Stock
Offering subject to the overall purchase limitations set forth in
Section 9(F). In the event Supplemental Eligible Account Holders
subscribe for a number of shares which, when added to the shares
subscribed for by Eligible Account Holders and the Tax-Qualified
Employee Plans is in excess of the total number of shares offered
in the Stock Offering, the shares of Common Stock will be
allocated among subscribing Supplemental Eligible Account Holders
so as to permit each subscribing Supplemental Eligible Account
Holder to purchase a number of shares sufficient to make his
total allocation equal to the lesser of 100 shares or the number
of shares subscribed for. Thereafter, unallocated shares will be
allocated to each subscribing Supplemental Eligible Account
Holder whose subscription remains unfilled in the same proportion
that such subscriber's Qualifying Deposits on the Supplemental
Eligibility Record Date bear to the total amount of Qualifying
Deposits of all subscribing Supplemental Eligible Account Holders
whose subscriptions remain unfilled.
Priority 4: Employees, Officers and Trustees. To the extent
that shares remain available for purchase after satisfaction of
all subscriptions of the Eligible Account Holders, Tax-Qualified
Employee Plans, Supplemental Eligible Account Holders and each
Employee, Officer and Trustee of County Savings shall have the
opportunity to purchase up to 5% of the shares of Common Stock
offered in the Stock Offering; provided that the Stock Holding
Company may, in its sole discretion, and without further notice
to or solicitation of subscribers or other prospective
purchasers, decrease such maximum purchase limitation to 1% of
the maximum number of shares offered in the Stock Offering,
subject to the overall purchase limitations set forth in Section
9(F). In the event that Employees, Officers and Trustees,
subscribe for a number of shares, which, when added to the shares
subscribed for by Eligible Account Holders, Tax-Qualified
Employee Plans, Supplemental Eligible Account Holders, and is in
excess of the total shares offered in the Stock Offering, the
subscriptions of such persons will be allocated among Employees,
Officers and Trustees on a pro rata basis based on the size of
such person's subscription orders.
E. Community Offering/Public Offering
Any shares of Common Stock for which subscriptions have not
been accepted in the Subscription Offering may, at the sole
discretion of the Board of Directors of the Stock Holding
Company, be issued to the Mutual Holding Company or offered for
sale in a Community Offering. The Community Offering, should it
be conducted, will involve an offering of all unsubscribed shares
directly to the general public with a preference to those natural
persons residing in the Community. The Community Offering, if
any,
<PAGE>
shall be for a period of not more than 45 days unless extended by
the Stock Holding Company and County Savings, and shall commence
concurrently with, during or promptly after the Subscription
Offering. The Stock Holding Company may use an investment
banking firm or marketing agent on a best efforts basis to sell
the shares in the Community Offering. The Stock Holding Company
and/or County Savings may pay a commission or other fee to such
investment banking firm or marketing agent as to the shares sold
by such firm or firms in the Community Offering and may also
reimburse such firm or firms for expenses incurred in connection
with the sale. The Community Offering may include a syndicated
community offering managed by such investment banking firm or
firms. The Common Stock will be offered and sold in the
Community Offering, in accordance with the FDIC and Department
regulations, so as to achieve the widest distribution of the
Common Stock. No person, by himself or herself, or with an
Associate or group of Persons acting in concert, may subscribe
for or purchase more than 5% of the shares of Common Stock
offered in the Community Offering. Further, the Stock Holding
Company may limit total subscriptions under this Section 9(E) so
as to assure that the number of shares available for the public
offering may be up to a specified percentage of the number of
shares of Common Stock.
In the event of an oversubscription for shares that the
Stock Holding Company determines to sell in the Community
Offering, shares may be allocated first to cover orders of
natural persons residing in the Community, then to cover the
orders of any other Person subscribing for shares in the
Community Offering so that each such person may receive 1,000
shares, and thereafter, on a pro rata basis to such persons based
on the amount of their respective subscriptions.
County Savings and the Stock Holding Company, in their sole
discretion, may reject subscriptions, in whole or in part,
received from any Person under this Section 9(E).
If for any reason a public offering of unsubscribed shares
of Common Stock cannot be effected and shares remain unsold after
the Subscription Offering and the Community Offering, if any, and
the Board of Directors of the Stock Holding Company determines
not to issue such shares to the Mutual Holding Company, the
Boards of Directors of the Stock Holding Company and the Board of
Trustees of County Savings will seek to make other arrangements
for the sale of the remaining shares. Such other arrangements
will be subject to the approval of the FDIC and the Department
and to compliance with applicable securities laws.
F. Additional Limitations on Purchases of Common Stock
The following additional limitations shall be imposed on all
purchases of Common Stock in the Stock Offering:
1. The aggregate amount of outstanding common stock of the
Stock Holding Company owned or controlled by persons other than
Mutual Holding Company at the close of the Stock Offering shall
be less than 50% of the Stock Holding Company's total outstanding
common stock.
2. No Person, Associate thereof, or group of persons
acting in concert, may purchase more than 5% of the shares of
Common Stock offered in the Stock Offering, except that: (i)
Tax-Qualified Employee Plans may purchase in the aggregate up to
10% of the shares offered in the Stock Offering; and (ii) for
purposes of this Section 9(F) shares to be held by any Tax-
Qualified Employee Plan and attributable to a person shall not be
aggregated with other shares purchased directly by or otherwise
attributable to such person.
<PAGE>
3. The aggregate amount of Common Stock acquired in the
Stock Offering by all Management Persons and their Associates,
exclusive of any stock acquired by such persons in the secondary
market, shall not exceed 33% of the shares of Common Stock
offered for sale in the Stock Offering. In calculating the
number of shares held by Management Persons and their Associates
under this paragraph or under the provisions of paragraph D of
this section, shares held by any Tax-Qualified Employee Plan of
the Bank that are attributable to such persons shall not be
counted.
4. The Board of Directors of the Stock Holding Company
after consulting with the Board of Trustees of County Savings
may, in its sole discretion, increase the maximum purchase
limitation set forth in Section 9(F) hereof to up to 9.9%,
provided that orders for Common Stock in excess of 5% of the
number of shares of Common Stock offered in the Stock Offering
shall not in the aggregate exceed 10% of the total shares of
Common Stock offered in the Stock Offering (except that this
limitation shall not apply to purchases by Tax-Qualified Employee
Plans). If such 5% limitation is increased, subscribers for the
maximum amount will be, and certain other large subscribers in
the sole discretion of the Stock Holding Company and County
Savings may be, given the opportunity to increase their
subscriptions up to the then applicable limit. Requests to
purchase additional shares of Common Stock under this provision
will be determined by the Board of Directors of the Stock Holding
Company, in its sole discretion.
5. Notwithstanding any other provision of this Plan, no
person shall be entitled to purchase any Common Stock to the
extent such purchase would be illegal under any federal law or
state law or regulation or would violate regulations or policies
of the National Association of Securities Dealers, Inc.,
particularly those regarding free riding and withholding. The
Stock Holding Company and/or its agents may ask for an acceptable
legal opinion from any purchaser as to the legality of such
purchase and may refuse to honor any purchase order if such
opinion is not timely furnished.
6. The Board of Directors of the Stock Holding Company has
the right in its sole discretion to reject any order submitted by
a person whose representations the Board of Directors believes to
be false or who it otherwise believes, either alone or acting in
concert with others, is violating, circumventing, or intends to
violate, evade or circumvent the terms and conditions of this
Plan.
G. Mailing of Offering Materials and Collation of
Subscriptions
After approval of the Plan by the Department and the
Registration Statement is declared effective by the SEC (of which
the Prospectus is a part), the Stock Holding Company may
distribute the Prospectus and Order Forms for the purchase of
shares in accordance with the terms of the Plan.
The recipient of an Order Form will be permitted not less
than 20 days nor more than 45 days from the date of mailing,
unless extended, to properly complete, execute and return the
Order Form to the Stock Holding Company. Self-addressed,
postage-paid return envelopes will accompany these forms when
mailed. The Stock Holding Company will collate the returned
executed Order Forms upon completion of the subscription period.
Failure of any eligible subscriber to return a properly completed
and executed
<PAGE>
Order Form within the prescribed time limits shall be deemed a
waiver and a release by such person of any rights to purchase
shares hereunder.
H. Method of Payment
Payment for all shares of Common Stock may be made in cash,
if delivered in person, by check or money order, or if the
subscriber has a deposit account at County Savings, by withdrawal
authorization from said deposit account for the purchase amount
on or prior to the expiration date specified on the Order Form,
unless such date is extended by County Savings and the Stock
Holding Company. Unless payment is to be made by withdrawal from
a deposit account at County Savings, it shall accompany a
properly completed and executed Order Form. County Savings
shall pay interest at not less than its then current passbook
rate on all amounts paid in cash or by check or money order to
purchase shares of Common Stock in the Subscription and Community
Offerings from the date payment is received until the Stock
Offering is completed or terminated.
If a subscriber has authorized payment by a withdrawal from
his or her deposit account, the funds will remain in the
Subscriber's deposit account and will continue to earn interest
at the applicable rate for such deposit account, but may not be
withdrawn by the subscriber until the Stock Offering is completed
or terminated, whichever is earlier. The withdrawal will be
given effect only concurrently with the sale of all shares of the
Common Stock to be sold in the Stock Offering and only to the
extent necessary to satisfy the subscription at a price equal to
the Actual Purchase Price of the stock sold in the Stock
Offering. County Savings will allow withdrawal of funds from
certificate accounts without the assessment of early withdrawal
penalties. In the case of early withdrawal of only a portion of
such account, the certificate evidencing such account shall be
canceled if the remaining balance of the account is less than the
applicable minimum balance requirement. In that event, the
remaining balance will earn interest at the applicable passbook
rate. This waiver of the early withdrawal penalty is applicable
only to withdrawals made in connection with the purchase of
Common Stock under the Plan.
I. Manner of Exercising Subscription Rights Through Order
Forms
As soon as practicable after the Prospectus has been
declared effective by the SEC, Order Forms will be distributed to
all Depositors at their last known addresses appearing on the
records of County Savings for the purpose of subscribing to
shares of Common Stock in the Stock Offering and will be made
available for use by those Persons entitled to purchase in the
Community Offering. Notwithstanding the foregoing, the Stock
Holding Company may elect to send Order Forms only to those
Persons who request them after such notice as is approved by the
Department and is adequate to apprise such persons of the
pendency of the Subscription Offering has been given to Eligible
Account Holder.
Each Order Form will be preceded or accompanied by the
Prospectus describing County Savings, City Savings, the Stock
Holding Company, the Mutual Holding Company, the Merger, the
Common Stock and the Subscription and Community Offerings. Each
Order Form will contain, among other things, the following:
1. A specified date by which all Order Forms must be
received, which date shall be not less than 20, nor more than 45
days, following the date on which the Order Forms are mailed, and
which date will constitute the termination of the Subscription
Offering;
<PAGE>
2. The Estimated Subscription Price for shares of Common
Stock to be sold in the Subscription and Community Offerings;
3. A description of the minimum and maximum number of
shares of Common Stock which may be subscribed for pursuant to
the exercise of subscription rights or otherwise purchased in the
Community Offering;
4. Instructions as to how the recipient of the Order Form
is to indicate thereon the number of shares of Common Stock for
which such person elects to subscribe and the available
alternative methods of payment therefor;
5. An acknowledgment that the recipient of the Order Form
has received a final copy of the Prospectus prior to execution of
the Order Form;
6. A statement to the effect that all subscription rights
are nontransferable, will be void at the end of the Subscription
Offering, and can only be exercised by delivering to the Stock
Holding Company within the subscription period such properly
completed and executed Order Form, together with cash (if
delivered in person), check or money order in the full amount of
the purchase price as specified in the Order Form for the shares
of Common Stock for which the recipient elects to subscribe in
the Subscription Offering (or by authorizing on the Order Form
that County Savings withdraw said amount from the subscriber's
deposit account at County Savings, as applicable); and
7. A statement to the effect that the executed Order Form,
once received, may not be modified or amended by the subscriber
without the consent of County Savings and the Stock Holding
Company.
Notwithstanding the above, County Savings and the Stock
Holding Company, after consultation with County Savings, reserves
the right in its sole discretion to accept or reject orders
received on photocopied or facsimiled order forms.
J. Undelivered, Defective or Late Order Forms;
Insufficient Payment
If an Order Form (a) is not delivered and is returned by the
United States Postal Service (or County Savings or the Stock
Holding Company is unable to locate the addressee); (b) is not
received by County Savings or the Stock Holding Company, or is
received by County Savings or the Stock Holding Company after
termination of the date specified thereon; (c) is defectively
completed or executed; (d) is not accompanied by the total
required payment for the shares of Common Stock subscribed for
(including cases in which the subscriber's savings account is
insufficient to cover the amount of such required payment); or
(e) is not mailed pursuant to a "no mail" order placed in effect,
the Subscription Rights of the person to whom such rights have
been granted will not be honored and will be treated as though
such person failed to return the completed Order Form within the
time period specified therein. The Stock Holding Company may,
but will not be required to, waive any irregularity relating to
any Order Form or require the submission of a corrected Order
Form or the remittance of full payment for subscribed shares by
such date as the Stock Holding Company may specify. Subscription
orders, once tendered, cannot be revoked. The Stock Holding
Company's interpretation of the terms and conditions of this Plan
and acceptability of the Order Forms will be final, subject to
the authority of the Department.
<PAGE>
10. Resales of Stock by Management Persons
Common Stock purchased by Management Persons and their
Associates in the Stock Offering may not be resold for a period
of at least one year following the date of purchase, except in
the case of death of the Management Person or Associate.
11. Stock Certificates
Each stock certificate shall bear a legend giving
appropriate notice of the restrictions set forth in Section 10
above. Appropriate instructions shall be issued to the Stock
Holding Company's transfer agent with respect to applicable
restrictions on transfers of such stock. Any shares of stock
issued as a stock dividend, stock split or otherwise with respect
to such restricted stock, shall be subject to the same
restrictions as apply to the restricted stock.
12. Restriction on Financing Stock Purchases
The Stock Holding Company will not offer or sell any of the
Common Stock proposed to be issued to any person whose purchase
would be financed by funds loaned to the person by the Stock
Holding Company, County Savings or any of their Affiliates.
13. Stock Benefit Plans
The Board of Directors of the Stock Holding Company and/or
City Savings intends to adopt one or more stock benefit plans for
the benefit of Employees, Officers and Trustees of County
Savings, and have such persons participate in existing stock
benefit plans of City Savings or County Savings, including an
ESOP, stock award plans and stock option plans, which will be
authorized to purchase Common Stock and grant options for Common
Stock. However, only the Tax-Qualified Employee Plans will be
permitted to purchase Common Stock in the Stock Offering subject
to the purchase priorities set forth in this Plan. Subject to
the approval of the FDIC and the Department, the Board of
Directors of City Savings (or the Stock Holding Company) intends
to authorize the ESOP and any other Tax-Qualified Employee Plans
to purchase in the aggregate up to 10% of the Common Stock issued
in the Stock Offering. City Savings or the Stock Holding Company
may make scheduled discretionary contributions to one or more
Tax-Qualified Employee Plans to purchase Common Stock issued in
the Stock Offering or to purchase issued and outstanding shares
of Common Stock or authorized but unissued shares of Common Stock
subsequent to the completion of the Stock Offering, provided such
contributions do not cause the City Savings to fail to meet any
of its regulatory capital requirements. Any awards of Common
Stock or stock options will be subject to prior stockholder
approval.
14. Post-Merger Filing and Market Making
The Stock Holding Company shall register the Common Stock
with the SEC pursuant to the Exchange Act, and shall undertake
not to deregister such Common Stock for a period of three years
thereafter.
<PAGE>
15. Employment and Other Severance Agreements
Following or contemporaneously with the Merger, City Savings
and/or the Stock Holding Company may enter into or assume any
existing employment and/or severance arrangements with one or
more existing officers of County Savings. It is anticipated that
any such agreements entered into or assumed by City Savings and
the Stock Holding Company will be for terms not exceeding three
years and that such contracts may provide for annual renewals of
the term of the contracts, subject to approval by the Board of
Directors or City Savings.
16. Payment of Dividends and Repurchase of Stock
The Stock Holding Company may not declare or pay a cash
dividend on, or repurchase any of, its Common Stock if the effect
thereof would cause the regulatory capital of City Savings to be
reduced below the amount required FDIC and/or Department rules
and regulations. Otherwise, the Stock Holding Company may
declare dividends or make other capital distributions in
accordance with applicable laws and regulations. Subject to any
required approvals of the Federal Reserve Board and the
Department, the Mutual Holding Company may waive its right to
receive dividends declared by the Stock Holding Company.
17. Interpretation
All interpretations of this Plan and application of its
provisions to particular circumstances by a majority of the Board
of Trustees of County Savings and the Board of Directors of the
Stock Holding Company shall be final, subject to the authority of
the FDIC and the Department.
18. Merger and Stock Offering Expenses
County Savings will use its best efforts to assure that the
expenses incurred by County Savings and the Stock Holding Company
in effecting the Merger and the Stock Offering will be
reasonable.
19. Amendment or Termination of the Plan
If necessary or desirable, the terms of the Plan may be
substantially amended by a majority vote of County Savings's
Board of Trustees and by a majority vote of the Stock Holding
Company's Board of Directors as a result of comments from
regulatory authorities or otherwise, at any time prior to
submission of the Plan and proxy materials to the Voting
Depositors. At any time after submission of the Plan and proxy
materials to the Voting Depositors, the terms of the Plan that
relate to the Merger may be amended by a majority vote of the
Board of Trustees and by a majority vote of the Stock Holding
Company's Board of Directors only with the concurrence of the
FDIC and the Department. Terms of the Plan relating to the Stock
Offering including, without limitation, Sections 8 through 17,
may be amended by a majority vote of County Savings's Board of
Trustees and by a majority vote of the Stock Holding Company's
Board of Directors as a result of comments from regulatory
authorities or otherwise at any time prior to the approval of the
Plan by the FDIC and the Department and at any time thereafter
with the concurrence of the FDIC and the Department. The Plan
may be terminated by a majority vote of the Board of Trustees of
County Savings and a majority vote
<PAGE>
of the Board of Directors of the Stock Holding Company at any
time prior to the earlier of approval of the Plan by the FDIC and
the Department and the date of the Special Meeting, and may be
terminated by a majority vote of the Board of Trustees of County
Savings and a majority vote of the Board of Directors of the
Stock Holding Company at any time thereafter with the concurrence
of the FDIC and the Department. In its discretion, the Board of
Trustees of County Savings and the Board of Directors of the
Stock Holding Company may modify or terminate the Plan upon the
order of the regulatory authorities without a resolicitation of
proxies or another meeting of the Voting Depositors; however, any
material amendment of the terms of the Plan that relate to the
Merger which occur after the Special Meeting shall require a
resolicitation of Voting Depositors.
The Plan shall be terminated if the Effective Date does not
occur within 24 months from the date upon which the Voting
Depositors of County Savings approve the Plan, and may not be
extended by County Savings, the Stock Holding Company, City
Savings, the FDIC or the Department.
Dated: _______________.
