SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRANGE NATIONAL BANC CORP.
(Exact name of registrant as specified in its certificate
of incorporation)
Pennsylvania 6711 23-2314065
(State or other jurisdiction (Primary S.I.C. Number) (IRS Employer
of incorporation or organization) Identification No.
198 E. Tioga Street
Tunkhannock, PA 18657
(717) 836-2100
(Address, including zip code, and telephone number,
including area code, of the registrant's of principal executive offices)
GRANGE NATIONAL BANC CORP.
1994 Employee Stock Option Plan
GRANGE NATIONAL BANC CORP.
1994 Stock Option Plan for Non-Employee Directors
GRANGE NATIONAL BANC CORP.
1996 Incentive Stock Option and Nonstatutory Stock Option Plan
Thomas A. McCullough
President
Grange National Banc Corp.
198 E. Tioga Street
Tunkhannock, PA 18657
(717) 836-2100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy of all communications to:
J. Roger Williams, Jr., Esquire
Dilworth, Paxson, Kalish & Kauffman LLP
3200 Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103
(215) 575-7050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================
Title of Each Proposed Proposed Amount
Class of Maximum Maximum of
Securities to Amount Offering Aggregate Registration
Be To Be Price Offering Fee
Registered Registered Per Share(1) Price(1)
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $5.00 105,0000 $42.00 $4,410,000.00 $1,336.37
============================================================================
<FN>
(1)Estimated solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933 based on the average of the bid and asked price of the
Common Stock on June 24, 1997.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the introductory Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed by Grange National Banc Corp. (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
1. Annual Report on Form 10-KSB for the Fiscal Year Ended
December 31, 1996; and
2. Quarterly Report on Form 10-QSB for the Quarter Ended March 31, 1997.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form SB-2 filed by the Company with the
Commission on March 24, 1994 (File No. 33-76838).
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement. Each document incorporated by reference into
this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or
updated by any subsequently filed document which is incorporated by reference
into this Registration Statement.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that is also incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part hereof.
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the fiscal year ended
December 31, 1996 have been audited by Daniel Kenia, P.C., independent public
accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements
are incorporated by reference herein in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
Item 4. Description Of Securities.
Not applicable.
Item 5. Interests Of Named Experts And Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification Of Directors And Officers.
Section 1741 of the Pennsylvania Business Corporation Law of 1988 provides
the Company with the power to indemnify any officer or director acting in his
capacity as a representative of the Company who was or is a party or is
threatened to be made a party to any action or proceeding against expenses,
judgments, penalties, fines and amounts paid in settlement in connection with
such action or proceeding whether the action was instituted by a third party
or arose by or in the right of the Company. Generally, the only limitation
on the ability of the Company to indemnify its officers and directors is if
the act or failure to act is finally determined by a court to have constituted
willful misconduct or recklessness.
The Company's Bylaws provide that the Company is required to indemnify its
officers, directors and employees to the fullest extent permitted under
Pennsylvania law as from time to time in effect. As a result, indemnification
will be a contract right of directors, officers and employees of the Company,
as opposed to a matter within the discretion of the Board, as will the payment
of expenses by the Company in advance of a proceeding's final disposition.
The Bylaws provide a clear and unconditional right to indemnification to
the full extent permitted by law, for expenses (including attorneys' fees),
damages, punitive damages, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by any person whether or not the
indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company (a derivative action)
by reason of the fact that such person is or was serving as a director,
officer or employee of the Company or, at the request of the Company, as
a director, officer, partner, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
even if the act or failure to act giving rise to the claim for indemnification
entails the negligence or gross negligence of the indemnified party unless
such act or failure to act is finally determined by a court to have
constituted willful misconduct or recklessness. The Bylaws provide for the
advancement of expenses to an indemnified party upon receipt of an undertaking
by the party to repay those amounts if it is finally determined that the
indemnified party is not entitled to indemnification.
The Bylaws authorize the Company to take steps to ensure that all persons
entitled to the indemnification are properly indemnified, including, if the
Board so determines, purchasing and maintaining insurance, entering into
indemnification agreements, creating a reserve, trust, escrow or other fund
or account, granting security interests, obtaining a letter of credit or using
other means that may be available from time to time.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
4.1 Grange National Banc Corp. 1994 Employee Stock Option Plan.
4.2 Grange National Banc Corp. 1994 Stock Option Plan for
Non-Employee Directors.
4.3 Grange National Banc Corp. 1996 Incentive Stock Option and
Nonstatutory Stock Option Plan.
5 Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the
legality of the shares being registered.
23.1 Consent of Daniel Kenia, P.C., independent public accountants.
23.2 Consent of Dilworth, Paxson, Kalish & Kauffman LLP
(included in Exhibit 5).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment to the Registration Statement) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by thos
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling persons in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Tunkhannock, Commonwealth of Pennsylvania,
this 11th day of June, 1997.
GRANGE NATIONAL BANC CORP.
By: /s/ Thomas A. McCullough
__________________________
Thomas A. McCullough
President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Grange National Banc Corp. hereby constitutes and appoints
Thomas A. McCullough, his or her true and lawful attorney-in-fact and agent,
for and in his or her name, place and stead, in any and all capacities, to
sign this Registration Statement on Form S-8 under the Securities Act of 1933,
including post-effective amendments and other related documents, and to file
the same with the Securities and Exchange Commission under said Act, hereby
granting power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been
signed by the following persons in the capacities and on the date(s)
indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
_________ ________ _______
<S> <C> <C>
/s/ Robert C. Wheeler Chairman July 9, 1997
- ---------------------
Robert C. Wheeler
/s/ Thomas A. McCullough President July 9, 1997
- ------------------------
Thomas A. McCullough
/s/ Brian R. Ace Director July 9, 1997
- ------------------------
Brian R. Ace
/s/ Thomas C. Burns Director July 9, 1997
- ------------------------
Thomas C. Burns
/s/ W. Kenneth Price Director July 9, 1997
- ------------------------
W. Kenneth Price
/s/ John W. Purtell Director July 9, 1997
- ------------------------
John W. Purtell
/s/ R. Levi Tyler Director July 9, 1997
- ------------------------
R. Levi Tyler
/s/ Sally A. Steele Director July 9, 1997
- -------------------------
Sally A. Steele
/s/ Edward A. Coach Director July 9, 1997
- -------------------------
Edward A. Coach
/s/ Philip O. Farr Controller (Chief July 9, 1997
- ------------------------- Accounting Officer)
Philip O. Farr
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
4.1 1994 Employee Stock Option Plan.
4.2 1994 Stock Option Plan for Non-Employee Directors.
4.3 1995 Incentive Stock Option and Nonstatutory Stock Option Plan.
5 Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the
legality of the shares being registered.
23.1 Consent of Daniel Kenia, P.C., independent public accountants.
23.2 Consent of Dilworth, Paxson, Kalish & Kauffman LLP (included
in Exhibit 5).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
EXHIBIT 4.1
GRANGE NATIONAL BANC CORP.
1994 EMPLOYEE STOCK OPTION PLAN
1. Purpose of Plan
The purpose of this 1994 Employee Stock Option Plan (the "Plan") is
to provide additional incentive to officers and other key employees of Grange
National Banc Corp. (the "Company") and each present or future parent or
subsidiary corporation by encouraging them to invest in shares of the
Company's common stock, $5.00 par value ("Common Stock"), and thereby
acquire a proprietary interest in the Company and an increased personal
interest in the Company's continued success and progress, to the mutual
benefit of officers, employees and shareholders.
2. Aggregate Number of Shares
20,000 shares of the Company's Common Stock shall be the aggregate
number of shares which may be issued under this Plan. Notwithstanding the
foregoing, in the event of any change in the outstanding shares of the Common
Stock of the Company by reason of a stock dividend, stock split (other than
the 3 for 1 stock split effective April 1, 1994 for which no adjustment shall
be made), combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion or what the Option Committee
(defined in Section 4(a)) deems in its sole discretion to be similar
circumstances, the aggregate number and kind of shares which may be issued
under this Plan shall be appropriately adjusted in a manner determined in the
sole discretion of the Option Committee. Reacquired shares of the Company's
Common Stock, as well as unissued shares, may be used for the purpose of this
Plan. Common Stock of the Company subject to options which have terminated
unexercised, either in whole or in part, shall be available for future options
granted under this Plan.
3. Class of Persons Eligible to Receive Options
All officers and key employees of the Company and of any present or
future Company parent or subsidiary corporation are eligible to receive an
option or options under this Plan, but excluding directors who are eligible
for options under the 1994 Stock Option Plan for Non-Employee Directors. The
individuals who shall, in fact, receive an option or options shall be selected
by the Option Committee, in its sole discretion, except as otherwise specified
in Section 4 hereof.
4. Administration of Plan
(a) This Plan shall be administered by the Option Committee
("Committee") appointed by the Company's Board of Directors. The Committee
shall consist of a minimum of two and a maximum of five members of the Board
of Directors, each of whom shall be a "disinterested person" within the
meaning of Rule 16b-3(c) (2) (i) under the Securities Exchange Act of 1934,
as amended, or any future corresponding rule. The Committee shall, in
addition to its other authority and subject to the provisions of this Plan,
determine which individuals shall in fact be granted an option or options,
whether the option shall be an Incentive Stock Option or a Non-Qualified Stock
Option (as such terms are defined in Section 5(a)), the number of shares to be
subject to each of the options, the time or times at which the options shall
be granted, the rate of option exercisability, and, subject to Section 5
hereof, the price at which each of the options is exercisable and the duration
of the option.
(b) The Committee shall adopt such rules for the conduct of its
business and administration of this Plan as it considers desirable. A
majority of the members of the Committee shall constitute a quorum for all
purposes. The vote or written consent of a majority of the members of the
Committee on a particular matter shall constitute the act of the Committee
on such matter. The Committee shall have the right to construe the Plan and
the options issued pursuant to it, to correct defects and omissions and to
reconcile inconsistencies to the extent necessary to effectuate the Plan and
the options issued pursuant to it, and such action shall be final, binding and
conclusive upon all parties concerned. No member of the Committee or the Board
of Directors shall be liable for any act or omission (whether or not
negligent) taken or omitted in good faith, or for the exercise of an authority
or discretion granted in connection with the Plan to a Committee or the Board
of Directors, or for the acts or omissions of any other members of a Committee
or the Board of Directors. Subject to the numerical limitations on Committee
membership set forth in Section 4(a) hereof, the Board of Directors may at any
time appoint additional members of the Committee and may at any time remove
any member of the Committee with or without cause. Vacancies in the Committee,
however caused, may be filled by the Board of Directors, if it so desires.
<PAGE>
5. Incentive Stop Options and Non-Qualified Stock Options
(a) Options issued pursuant to this Plan may be either Incentive
Stock Options granted pursuant to Section 5(b) hereof or Non-Qualified Stock
Options granted pursuant to Section 5(c) hereof, as determined by the
Committee. An "Incentive Stock Option" is an option which satisfies all of the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations thereunder, and a "Non-Qualified Stock
Option" is an option which either does not satisfy all of those requirements
or the terms of the option provide that it will not be treated as an Incentive
Stock Option. The Committee may grant both an Incentive Stock Option and a
Non-Qualified Stock Option to the same person, or more than one of each type
of option to the same person. The option price for Incentive Stock Options
issued under this Plan shall be equal at least to the fair market value
(as defined below) of the Company's Common Stock on the date of the grant of
the option. The option price for Non-Qualified Stock Options issued under this
Plan may, in the sole discretion of the Committee, be less than the fair
market value of the Common Stock on the date of the grant of the option. The
fair market value of the Company's Common Stock on any particular date shall
mean the last reported sale price of a share of the Company's Common Stock on
any stock exchange on which such stock is then listed or admitted to trading,
or on the NASDAQ National Market System or Small Cap NASDAQ, on such date, or
if no sale took place on such day, the last such date on which a sale took
place, or if the Common Stock is not then quoted on the NASDAQ National Market
System or Small Cap NASDAQ, or listed or admitted to trading on any stock
exchange, the average of the bid and asked prices in the over-the-counter
market on such date, or if none of the foregoing, a price determined by the
Committee.
(b) Subject to the authority of the Committee set forth in
Section 4(a) hereof, Incentive Stock Options issued pursuant to this Plan
shall be issued substantially in the form set forth in Appendix I hereof,
which form is hereby incorporated by reference and made a part hereof, and
shall contain substantially the terms and conditions set forth therein.
Incentive Stock Options shall not be exercisable after the expiration of ten
years from the date such options are granted, unless terminated earlier under
the terms of the option. At the time of the grant of an Incentive Stock Option
hereunder, the Committee may, in its discretion, modify or amend any of the
option terms contained in Appendix I for any particular optionee, provided
that the option as modified or amended satisfies the requirements of
Section 422 of the Code and the regulations thereunder. Each of the options
granted pursuant to this Section 5(b) is intended, if possible, to be an
"Incentive Stock Option" as that term is defined in Section 422 of the Code
and the regulations thereunder. In the event this Plan or any option granted
pursuant to this Section 5(b) is in any way inconsistent with the applicable
legal requirements of the Code or the regulations thereunder for an Incentive
Stock Option, this Plan and such option shall be deemed automatically amended
as of the date hereof to conform to such legal requirements, if such
conformity may be achieved by amendment.
(c) Subject to the authority of the Committee set forth in
Section 4(a) hereof, Non-Qualified Stock Options issued pursuant to this
Plan shall be issued substantially in the form set forth in Appendix II
hereof, which form is hereby incorporated by reference and made a part hereof,
and shall contain substantially the terms and conditions set forth therein.
Non-Qualified Stock Options shall expire ten years and 30 days after the date
they are granted, unless terminated earlier under the option terms. At the
time of granting a Non-Qualified Stock Option hereunder, the Committee may,
in its discretion, modify or amend any of the option terms contained in
Appendix II for any particular optionee.
(d) Neither the Company nor any of its current or future parent,
subsidiaries or affiliates, nor their officers, directors, shareholders,
stock option plan committees, employees or agents shall have any liability to
any optionee in the event (i) an option granted pursuant to Section 5(b)
hereof does not qualify as an "Incentive Stock Option" as that term is used
in Section 422 of the Code and the regulations thereunder; (ii) any optionee
does not obtain the tax treatment pertaining to an Incentive Stock Option; or
(iii) any option granted pursuant to Section 5(c) hereof is an "Incentive
Stock Option."
6. Modification, Amendment, Suspension and Termination
Options shall not be granted pursuant to this Plan after the
expiration of ten years from the date the Plan is adopted by the Board of
Directors of the Company. The Board of Directors reserves the right at any
time, and from time to time, to modify or amend this Plan in any way, or to
suspend or terminate it, effective as of such date, which date may be either
before or after the taking of such action, as may be specified by the Board
of Directors; provided, however, that such action shall not affect options
granted under the Plan prior to the actual date on which such action occurred.
If a modification or amendment of this Plan is required by the Code or the
regulations thereunder to be approved by the shareholders of the Company in
order to permit the granting of "Incentive Stock Options" (as that term is
defined in Section 422 of the Code and regulations thereunder) pursuant to
the modified or amended Plan, such modification or amendment shall also be
approved by the shareholders of the Company in such manner as is prescribed
by the Code and the regulations thereunder. If the Board of Directors
voluntarily submits a proposed modification, amendment, suspension or
termination for shareholder approval, such submission shall not require any
future modifications, amendments, suspensions or terminations (whether or not
relating to the same provision or subject matter) to be similarly submitted
for shareholder approval.
<PAGE>
7. Effectiveness of Plan
This Plan shall become effective on the date of its adoption by
the Company's Board of Directors, subject however to approval by the holders
of the Company's Common Stock in the manner as prescribed in the Code and the
regulations thereunder. Options may be granted under this Plan prior to
obtaining shareholder approval, provided such options shall not be
exercisable until shareholder approval is obtained.
8. General Conditions
(a) Nothing contained in this Plan or any option granted pursuant
to this Plan shall confer upon any employee the right to continue in the
employ of the Company or any affiliated or subsidiary corporation or interfere
in any way with the rights of the Company or any affiliated or subsidiary
corporation to terminate his employment in any way.
(b) Corporate action constituting an offer of stock for sale to any
employee under the terms of the options to be granted hereunder shall be
deemed complete as of the date when the Committee authorizes the grant of
the option to the employee, regardless of when the option is actually
delivered to the employee or acknowledged or agreed to by him.
(c) The terms "parent corporation" and "subsidiary corporation"
as used throughout this Plan, and the options granted pursuant to this Plan,
shall (except as otherwise provided in the option form) have the meaning
that is ascribed to that term when contained in Section 422(b) of the Code and
the regulations thereunder, and the Company shall be deemed to be the grantor
corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be deemed to also
refer to the corresponding provisions of any future United States revenue law.
(e) The use of the masculine pronoun shall include the feminine
gender whenever appropriate.
<PAGE>
APPENDIX I
INCENTIVE STOCK OPTION
To:__________________________________________________________________
Name
_____________________________________________________________________
Address
Date of Grant: _______________________________________
You are hereby granted an option, effective as of the date hereof, to
purchase _________ shares of common stock, $5.00 par value ("Common Stock"),
of Grange National Banc Corp. (the "Company") at a price of $___ per share
pursuant to the Company's 1994 Employee Stock Option Plan (the "Plan").
Your option may first be exercised on and after one year from the date of
grant, but not before that time. On and after one year and prior to two years
from the date of grant, your option may be exercised for up to 33 1/3% of the
total number of shares subject to the option minus the number of shares
previously purchased by exercise of the option (as adjusted for any change
in the outstanding shares of the Common Stock of the Company by reason of a
stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Option Committee deems in its sole discretion to be similar circumstances).
Each succeeding year thereafter, your option may be exercised for up to an
additional 33 1/3% of the total number of shares subject to the option minus
the number of shares previously purchased by exercise of the option (as
adjusted for any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Option Committee deems in its sole
discretion to be similar circumstances). Thus, this option is fully
exercisable on and after three years after the date of grant, except if
terminated earlier as provided herein. No fractional shares shall be issued
or delivered. This option shall terminate and is not exercisable after ten
years from the date of its grant (the "Scheduled Termination Date"), except
if terminated earlier as hereafter provided.
<PAGE>
In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control,
and notwithstanding the foregoing paragraph, be exercised for up to 100% of
the total number of shares then subject to the option minus the number of
shares previously purchased upon exercise of the option (as adjusted for
stock dividends, stock splits, combinations of shares and what the Option
Committee deems in its sole discretion to be similar circumstances). A
"change of control" shall be deemed to have occurred upon the happening of
any of the following events:
1. A change within a twelve-month period in a majority of the members of
the board of directors of the Company;
2. A change within a twelve-month period in the holders of more than 50%
of the outstanding voting stock of the Company; or
3. Any other event deemed to constitute a "change of control" by the
Option Committee.
You may exercise your option by giving written notice to the Secretary of
the Company on forms supplied by the Company at its then principal executive
office, accompanied by payment of the option price for the total number of
shares you specify that you wish to purchase. The payment may be in any of
the following forms: (a) cash, which may be evidenced by a check; (b) (unless
prohibited by the Option Committee) certificates representing shares of Common
Stock of the Company, which will be valued by the Secretary of the Company at
the fair market value per share of the Company's Common Stock (as determined
in accordance with the Plan) on the date of delivery of such certificates to
the Company, accompanied by an assignment of the stock to the Company; or
(c) (unless prohibited by the Option Committee) any combination of cash and
Common Stock of the Company valued as provided in clause (b). Any assignment
of stock shall be in a form and substance satisfactory to the Secretary of
the Company, including guarantees of signature(s) and payment of all transfer
taxes if the Secretary deems such guarantees necessary or desirable.
Your option will, to the extent not previously exercised by you, terminate
three months after the date on which your employment by the Company or a
Company subsidiary corporation is terminated (whether such termination be
voluntary or involuntary) other than by reason of disability as defined in
Section 22(e) (3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option
will terminate one year from the date of termination of employment due to
disability or death (but in no event later than the Scheduled Termination
Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to
purchase and did not purchase on the date your employment terminated. If you
are employed by a Company subsidiary corporation, your employment shall be
deemed to have terminated on the date your employer ceases to be a Company
subsidiary corporation, unless you are on that date transferred to the
Company or another Company subsidiary corporation. Your employment shall
not be deemed to have terminated if you are transferred from the Company to
a Company subsidiary corporation, or vice versa, or from one Company
subsidiary corporation to another Company subsidiary corporation.
<PAGE>
If you die while employed by the Company or a Company subsidiary
corporation, your executor or administrator, as the case may be, may,
at any time within one year after the date of your death (but in no event
later than the Scheduled Termination Date), exercise the option as to any
shares which you had a right to purchase and did not purchase during your
lifetime. If your employment with the Company or a Company parent or
subsidiary corporation is terminated by reason of your becoming disabled
(within the meaning of Section 22(e) (3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any time within
one year after the date of such termination (but in no event later than the
Scheduled Termination Date), exercise the option as to any shares which you
had a right to purchase and did not purchase prior to such termination. Your
executor, administrator, guardian or custodian must present proof of his
authority satisfactory to the Company prior to being allowed to exercise
this option.
In the event of any change in the outstanding shares of the Common Stock
of the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Option Committee deems in its sole
discretion to be similar circumstances, the number and kind of shares subject
to this option and the option price of such shares shall be appropriately
adjusted in a manner to be determined in the sole discretion of the Option
Committee. Notwithstanding the foregoing, there shall be no adjustment made
to the number of shares subject to this option and the option price with
respect to the stock split effective April 1, 1994.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you do
not have any rights as a shareholder of the Company. The Company reserves the
right not to deliver to you the shares purchased by virtue of the exercise of
this option during any period of time in which the Company deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option is
not exercisable until all the following events occur and during the following
periods of time:
(a) Until the Plan pursuant to which this option is granted is
approved by the shareholders of the Company in the manner prescribed by the
Code and the regulations thereunder;
(b) Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies
and securities exchanges as the Company may deem necessary or desirable; or
(c) During any period of time in which the Company deems that the
exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.
<PAGE>
The following two paragraphs shall be applicable if on the date
of exercise of this option, the Common Stock to be purchased pursuant to such
exercise has not been registered under the Securities Act of 1933, as amended,
and under applicable state securities laws, and shall continue to be
applicable for so long as such registration has not occurred:
(a) The optionee hereby agrees, warrants and represents that he
will acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with, any
resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make
any offer, sale, transfer, pledge or other disposition of such Common Stock
to be issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to the Company to the effect that
the proposed transaction will be exempt from such registration. The optionee
shall execute such instruments, representations, acknowledgements and
agreements as the Company may, in its sole discretion, deem advisable to
avoid any violation of federal, state, local or securities exchange rule,
regulation or law.
(b) The certificates for Common Stock to be issued to the optionee
hereunder shall bear the following legend:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, or under applicable state
securities laws. The shares have been acquired for investment and may not be
offered, sold, transferred, pledged or otherwise disposed of without an
effective registration statement under the Securities Act of 1933, as
amended, and under any applicable state securities laws or an opinion of
counsel acceptable to the Company that the proposed transaction will be
exempt from such registration."
The foregoing legend shall be removed upon registration of the legended
shares under the Securities Act of 1933, as amended, and under any applicable
state laws or upon receipt of any opinion of counsel acceptable to the Company
that said registration is no longer required.
The sole purpose of the agreements, warranties, representations and legend
set forth in the two immediately preceding paragraphs is to prevent violations
of the Securities Act of 1933, as amended, and any applicable state securities
laws.
It is the intention of the Company and you that this option shall, if
possible, be an "Incentive Stock Option" as that term is used in Section 422
of the Code and the regulations thereunder. In the event this option is in any
way inconsistent with the legal requirements of the Code or the regulations
thereunder for an "Incentive Stock Option," this option shall be deemed
automatically amended as of the date hereof to conform to such legal
requirements, if such conformity may be achieved by amendment.
This option shall be subject to the terms of the Plan in effect on the
date this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the
entire understanding between the Company and you with respect to the subject
matter hereof and no amendment, modification or waiver of this option, in
whole or in part, shall be binding upon the Company unless in writing
and signed by the President of the Company. This option and the performances
of the parties hereunder shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Please sign the copy of this option and return it to the Company Secretary,
thereby indicating your understanding of and agreement with its terms and
conditions.
GRANGE NATIONAL BANC CORP.
By:_______________________
I hereby acknowledge receipt of a copy of the foregoing stock option and,
having read it hereby signify my understanding of, and my agreement with, its
terms and conditions.
- --------------------------- -----------
(Signature) (Date)
<PAGE>
APPENDIX II
NON-QUALIFIED STOCK OPTION
To:__________________________________________________________________
Name
_____________________________________________________________________
Address
Date of Grant:_____________________________________
You are hereby granted an option, effective as of the date hereof, to
purchase ________ shares of common stock, $5.00 par value ("Common Stock"),
of Grange National Banc Corp. (the "Company") at a price of $___ per share
pursuant to the Company's 1994 Employee Stock Option Plan (the "Plan").
Your option may first be exercised on and after one year from the date of
grant, but not before that time. On and after one year and prior to two years
from the date of grant, your option may be exercised for up to 33 1/3% of the
total number of shares subject to the option minus the number of shares
previously purchased by exercise of the option (as adjusted for any change
in the outstanding shares of the Common Stock of the Company by reason of a
stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Option Committee deems in its sole discretion to be similar circumstances).
Each succeeding year thereafter, your option may be exercised for up to an
additional 33 1/3% of the total number of shares subject to the option minus
the number of shares previously purchased by exercise of the option (as
adjusted for any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Option Committee deems in its sole
discretion to be similar circumstances). Thus, this option is fully
exercisable on and after three years after the date of grant, except if
terminated earlier as provided herein. No fractional shares shall be issued
or delivered. This option shall terminate and is not exercisable after ten
years and 30 days from the date of its grant (the "Scheduled Termination
Date"), except if terminated earlier as hereafter provided.
<PAGE>
In the event of a "change of control" (as hereafter defined) of the
Company, your option may, from and after the date of the change of control,
and notwithstanding the foregoing paragraph, be exercised for up to 100% of
the total number of shares then subject to the option minus the number of
shares previously purchased upon exercise of the option (as adjusted for
stock dividends, stock splits, combinations of shares and what the Option
Committee deems in its sole discretion to be similar circumstances). A
"change of control" shall be deemed to have occurred upon the happening of
any of the following events:
1. A change within a twelve-month period in a majority of the members
of the board of directors of the Company;
2. A change within a twelve-month period in the holders of more than
50% of the outstanding voting stock of the Company; or
3. Any other event deemed to constitute a "change of control" by the
Option Committee.
You may exercise your option by giving written notice to the Secretary of
the Company on forms supplied by the Company at its then principal executive
office, accompanied by payment of the option price for the total number of
shares you specify that you wish to purchase. The payment may be in any of
the following forms: (a) cash, which may be evidenced by a check; (b) (unless
prohibited by the Option Committee) certificates representing shares of Common
Stock of the Company, which will be valued by the Secretary of the Company at
the fair market value per share of the Company's Common Stock (as determined
in accordance with the Plan) on the date of delivery of such certificates to
the Company, accompanied by an assignment of the stock to the Company; or
(c) (unless prohibited by the Option Committee) any combination of cash and
Common Stock of the Company valued as provided in clause (b). Any assignment
of stock shall be in a form and substance satisfactory to the Secretary of
the Company, including guarantees of signature(s) and payment of all transfer
taxes if the Secretary deems such guarantees necessary or desirable.
Your option will, to the extent not previously exercised by you, terminate
three months after the date on which your employment by the Company or a
Company subsidiary corporation is terminated (whether such termination be
voluntary or involuntary) other than by reason of disability as defined in
Section 22(e) (3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, or death, in which case your option
will terminate one year from the date of termination of employment due to
disability or death (but in no event later than the Scheduled Termination
Date). After the date your employment is terminated, as aforesaid, you may
exercise this option only for the number of shares which you had a right to
purchase and did not purchase on the date your employment terminated. If you
are employed by a Company subsidiary corporation, your employment shall be
deemed to have terminated on the date your employer ceases to be a Company
subsidiary corporation, unless you are on that date transferred to the
Company or another Company subsidiary corporation. Your employment shall
not be deemed to have terminated if you are transferred from the Company to
a Company subsidiary corporation, or vice versa, or from one Company
subsidiary corporation to another Company subsidiary corporation.
If you die while employed by the Company or a Company subsidiary
corporation, your executor or administrator, as the case may be, may, at any
time within one year after the date of your death (but in no event later than
the Scheduled Termination Date), exercise the option as to any shares which
you had a right to purchase and did not purchase during your lifetime. If
your employment with the Company or a Company parent or subsidiary
corporation is terminated by reason of your becoming disabled (within
the meaning of Section 22(e) (3) of the Code and the regulations thereunder),
you or your legal guardian or custodian may at any time within one year after
the date of such termination (but in no event later than the Scheduled
Termination Date), exercise the option as to any shares which you had a
right to purchase and did not purchase prior to such termination. Your
executor, administrator, guardian or custodian must present proof of his
authority satisfactory to the Company prior to being allowed to exercise
this option.
<PAGE>
In the event of any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Option Committee deems in its sole discretion to be
similar circumstances, the number and kind of shares subject to this option
and the option price of such shares shall be appropriately adjusted in a
manner to be determined in the sole discretion of the Option Committee.
Notwithstanding the foregoing, there shall be no adjustment made to the
number of shares subject to this option and the option price with respect
to the stock split effective April 1, 1994.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you,
including, for this purpose, your legal guardian or custodian in the event of
disability. Until the option price has been paid in full pursuant to due
exercise of this option and the purchased shares are delivered to you, you
do not have any rights as a shareholder of the Company. The Company reserves
the right not to deliver to you the shares purchased by virtue of the exercise
of this option during any period of time in which the Company deems, in its
sole discretion, that such would violate a federal, state, local or securities
exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option is
not exercisable until all the following events occur and during the following
periods of time:
(a) Until the Plan pursuant to which this option is granted is
approved by the shareholders of the Company in the manner prescribed by the
Code and the regulations thereunder;
(b) Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies
and securities exchanges as the Company may deem necessary or desirable; or
(c) During any period of time in which the Company deems that the
exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to be
legally obligated to issue or sell more shares than the Company is legally
entitled to issue or sell.
The following two paragraphs shall be applicable if, on the date of
exercise of this option, the Common Stock to be purchased pursuant to such
exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to
be applicable for so long as such registration has not occurred:
(a) The optionee hereby agrees, warrants and represents that he will
acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with, any
resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state securities
laws or an opinion of counsel acceptable to the Company to the effect that the
proposed transaction will be exempt from such registration. The optionee shall
execute such instruments, representations, acknowledgements and agreements as
the Company may, in its sole discretion, deem advisable to avoid any violation
of federal, state, local or securities exchange rule, regulation or law.
(b) The certificates for Common Stock to be issued to the optionee
hereunder shall bear the following legend:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or under applicable state
securities laws. The shares have been acquired for investment and may not
be offered, sold, transferred, pledged or otherwise disposed of without
an effective registration statement under the Securities Act of 1933, as
amended, and under any applicable state securities laws or an opinion of
counsel acceptable to the Company that the proposed transaction will be
exempt from such registration."
The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.
The sole purpose of the agreements, warranties, representations and legend
set forth in the two immediately preceding paragraphs is to prevent violations
of the Securities Act of 1933, as amended, and any applicable state securities
laws.
It is the intention of the Company and you that this option shall not be an
"Incentive Stock Option" as that term is used in Section 422 of the Code and
the regulations thereunder.
This option shall be subject to the terms of the Plan in effect on the date
this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the
entire understanding between the Company and you with respect to the subject
matter hereof and no amendment, modification or waiver of this option, in
whole or in part, shall be binding upon the Company unless in writing and
signed by the President of the Company. This option and the performances of
the parties hereunder shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with its
terms and conditions.
GRANGE NATIONAL BANC CORP.
By:_______________________________
I hereby acknowledge receipt of a copy of the foregoing stock option and,
having read it hereby signify my understanding of, and my agreement with, its
terms and conditions.
_____________________________ _______________
(Signature) (Date)
EXHIBIT 4.2
GRANGE NATIONAL BANC CORP.
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose of Plan
The purpose of the 1994 Stock Option Plan for Non-Employee Directors
(the "Plan") contained herein is to enhance the ability of Grange National
Banc Corp. and its current and future subsidiaries (collectively the
"Companies") to attract, retain and motivate members of their respective
Boards of Directors and to provide additional incentive to members of their
respective Boards of Directors by encouraging them to invest in shares of
Grange National Banc Corp. (the "Company") common stock and thereby acquire
a proprietary interest in the Company and an increased personal interest in
the Companies' continued success and progress, to the mutual benefit of
directors, employees and stockholders.
2. Aggregate Number of Shares
20,000 shares of the Company's common stock, par value $5.00 per
share ("Common Stock"), shall be the aggregate number of shares which may
be issued under this Plan. Notwithstanding the foregoing, in the event of
any change in the outstanding shares of the Common Stock of the Company by
reason of a stock dividend, stock split (other than the 3 for 1 stock split
effective April 1, 1994 for which no adjustment shall be made), combination
of shares, recapitalization, merger, consolidation, transfer of assets,
reorganization, conversion or what the Board of Directors deems in its sole
discretion to be similar circumstances, the aggregate number and kind of
shares which may be issued under this Plan shall be appropriately adjusted
in a manner determined in the sole discretion of the Option Committee.
Reacquired shares of the Company's Common Stock, as well as unissued
shares, may be used for the purpose of this Plan. Common Stock of the
Company subject to options which have terminated unexercised, either in
whole or in part, shall be available for future options granted under this
Plan.
3. Participation
Each person who is, as of April 1, 1994, a director of the Company
or any subsidiary corporation, and is not as of such date an employee of
the Company or any subsidiary corporation, shall, as of April 1, 1994,
automatically be granted an option to purchase 1,000 shares of the
Company's Common Stock (such figure to be subject to adjustment for the
same events described in Section 2 hereof). Each person who (a) is not a
director of the Company or any subsidiary corporation as of April 1, 1994,
and (b) is not an employee of the Company or any subsidiary corporation and
who on or after April 1, 1994 is first elected as a director of the Company
or any subsidiary corporation at any annual or special meeting of
stockholder(s) of the Company or any subsidiary corporation, shall, as of
the date of such election, automatically be granted an option to purchase
1,000 shares of the Company's Common Stock (such figure to be subject to
adjustment for the same events described in Section 2 hereof). On the third
and sixth anniversary of the initial option grant hereunder and provided a
person described in the first or second sentences of this Section 3
continues to be a non-employee director on such anniversary, such person
shall, on such third anniversary and again on such sixth anniversary,
automatically be granted on each such anniversary an option to purchase
1,000 shares of the Company's Common Stock (such figure to be adjusted for
the same events described in Section 2 hereof) or such lower number of
shares as shall be equal to the number of shares as shall then available
(if any) for grant under this Plan divided by the number of persons who
are to receive a option on such anniversary, subject, however, to the
provisions of Section 6 hereof.
4. Administration of Plan
This Plan shall be administered by the Board of Directors of the
Company. The Board of Directors of the Company shall adopt such rules for
the conduct of its business and administration of this Plan as it considers
desirable. A majority of the members of the Board of Directors of the
Company shall constitute a quorum for all purposes. The vote or written
consent of a majority of the members of the Board of Directors of the
Company on a particular matter shall constitute the act of the Board of
Directors of the Company on such matter. The Board of Directors of the
Company shall have the exclusive right to construe the Plan and the
options issued pursuant to it, to correct defects and omissions and to
reconcile inconsistencies to the extent necessary to effectuate the
purpose of this Plan and the options issued pursuant to it, and such
action shall be final, binding and conclusive upon all parties concerned.
No member of the Board of Directors of the Company shall be liable for any
act or omission (whether or not negligent) taken or omitted in good faith,
or for the exercise of any authority or discretion granted in connection
with the Plan to the Board of Directors, or for the acts or omissions of
any other members of the Board of Directors.
<PAGE>
5. Non-Qualified Stock Options, Option Price and Term
(a) Options issued pursuant to this Plan shall be non-qualified
stock options. A non-qualified stock option is an option which does not
satisfy the requirements of Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"). The option price for the non-qualified
stock options issued under this Plan shall be equal to the fair market
value, as determined by the Board of Directors of the Company, of the
Company's Common Stock on the date of the grant of the option. The fair
market value of the Company's Common Stock on any particular date shall
mean the last reported sale price of a share of the Company's Common Stock
on any stock exchange on which such stock is then listed or admitted to
trading, or on the NASDAQ National Market System or Small Cap NASDAQ, on
such date, or if no sale took place on such day, the last such date on
which a sale took place, or if the Common Stock is not then quoted on the
NASDAQ National Market System or Small Cap NASDAQ, or listed or admitted
to trading on any stock exchange, the average of the bid and asked prices
in the over-the-counter market on such date, or if none of the foregoing,
a price determined by the Committee.
(b) Options issued pursuant to this Plan shall be issued
substantially in the form set forth in Appendix I hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Options shall
expire ten years after the date they are granted, unless terminated earlier
as provided herein.
6. Modification, Amendment, Suspension and Termination
Options shall not be granted pursuant to this Plan after the
expiration of eight years from and after the date this Plan is approved by
the stockholders of the Company. The Board of Directors of the Company
reserves the right at any time, and from time to time, to modify or amend
this Plan in any way, or to suspend or terminate it, effective as of such
date, which date may be either before or after the taking of such action,
as may be specified by the Board of Directors of the Company; provided,
however, that such action shall not affect options granted under the Plan
prior to the actual date on which such action occurred. Notwithstanding
the foregoing, the Plan provisions specified in Rule 16b-3(c) (2) (ii) (A)
under the Securities Exchange Act of 1934, as amended, or any future
corresponding rule may not be modified or amended more than once every six
months, other than to comport except as permitted by Rule 16b-3 (c) (2)
(ii) (B). If the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for stockholder
approval, such submission shall not require any future modifications,
amendments (whether or not relating to the same provision or subject
matter), suspensions or terminations to be similarly submitted for
stockholder approval.
<PAGE>
7. Effectiveness of Plan
This Plan shall become effective on the date of its adoption by the
Company's Board of Directors, subject however to approval by the holders of
the Company's Common Stock in the manner described in Rule 16b-3(b) under
the Securities Exchange Act of 1934, as amended, or any future corresponding
rule.
8. General Conditions
(a) Nothing contained in this Plan or any option granted pursuant to
this Plan shall confer upon any director the right to continue as a director
of any of the Companies or interfere in any way with the rights of the
Companies to terminate him as a director.
(b) Corporate action constituting an offer of stock for sale to any
director under the terms of the options to be granted hereunder shall be
deemed complete as of April 1, 1994, or as of the automatic grant date
hereunder after April 1, 1994, regardless of when the option is actually
delivered to the non-employee director or acknowledged or agreed to by him.
(c) The term "subsidiary corporation" as used throughout this Plan
shall mean a corporation in which the Company owns, directly or indirectly,
shares of stock representing fifty percent or more of the outstanding
voting power of all classes of stock of such corporation at the time of
the granting of an option under this Plan.
(d) The use of the masculine pronoun shall include the feminine
gender whenever appropriate.
<PAGE>
APPENDIX I
NON-QUALIFIED STOCK OPTION
To:____________________________________________________________________
Name
_______________________________________________________________________
Address
Date:______________________________________________________
You are hereby granted an option, effective as of the date hereof, to
purchase shares of common stock (par value $5.00 per share) ("Common Stock")
of Grange National Banc Corp. (the "Company") at a price of $___ per share
pursuant to the Company's 1994 Stock Option Plan for Non-Employee Directors
(the "Plan").
Your option may first be exercised on and after the earlier to occur of
(i) one year from the date of its grant or (ii) a "change in control" of the
Company, as hereinafter defined, but not before that time. On and after the
earlier to occur of (i) one year from the date your option is granted or
(ii) a "change in control" of the Company, and prior to ten years from
the date of its grant, your option may be exercised in whole, or from time
to time in part, for up to the total whole number of shares then subject to
the option minus the number of shares previously purchased by exercise of the
option (as appropriately adjusted for stock dividends, stock splits and what
the Board of Directors of the Company deems in its sole discretion to be
similar circumstances). No fractional shares shall be issued or delivered.
This option shall terminate and is not exercisable after the expiration of
ten years from the date of its grant, except if terminated earlier as
hereafter provided.
For purposes of your option, a "change in control" of the Company shall
have been deemed to conclusively occur when any of the following events
shall have occurred without your prior written consent:
(1) a change in at least five members of the Company's Board of
Directors or the addition of five or more new members to the Company's Board
of Directors or any combination of the foregoing, within any two calendar
year period, unless such change or addition occurs with the affirmative vote
in writing of you in your capacity as a director or a shareholder; or
(2) a person or group acting in concert as described in Section
13(d) (2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") proposes to hold or acquire beneficial ownership within the meaning of
Rule 13(d) (3) promulgated under the Exchange Act of a number of voting
shares of the Company which constitutes either (i) more than fifty percent
of the shares which voted in the election of directors of the Company at the
shareholders' meeting immediately preceding such determination or (ii) more
than thirty percent of the Company's outstanding voting shares. The term
"proposes to hold or acquire" shall mean when a person or group acting in
concert has (A) the right to acquire or merge (whether such right is
exercisable immediately or only after the passage of time or upon the receipt
of such or understanding (whether or not in writing) or upon the exercise or
conversion of rights, exchange rights, warrants or options or otherwise;
(B) commenced a tender or exchange offer with respect to the voting shares
of the Company or securities convertible or exchangeable into voting shares
of the Company; or (C) the right to vote pursuant to any agreement,
arrangement or understanding (whether or not in writing); provided, however,
that such person or group acting in concert shall not be deemed 'to have
acquired such shares if the agreement, arrangement or understanding to vote
such securities arises solely from a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to, and in accordance
with, the applicable rules and regulations of the Exchange Act and is not
also then reportable on Schedule 13D under the Exchange Act or any comparable
or successor report.
You may exercise your option by giving written notice to the Secretary of
the Company on forms supplied by the Company at its then principal executive
office, accompanied by payment of the option price for the total number of
shares you specify that you wish to purchase. The payment may be in any of
the following forms: (a) cash, which may be evidenced by a check; (b) (unless
prohibited by the Board of Directors) certificates representing shares of
Common Stock of the Company, which will be valued by the Secretary of the
Company at the fair market value per share of the Company's Common Stock
(as determined in accordance with the Plan) on the date of delivery of such
certificates to the Company, accompanied by an assignment of the stock to
the Company; or (c) (unless prohibited by the Board of Directors) any
combination of cash and Common Stock of the Company valued as provided in
clause (b). Any assignment of stock shall be in a form and substance
satisfactory to the Secretary of the Company, including guarantees of
signature(s) and payment of all transfer taxes if the Secretary deems such
guarantees necessary or desirable.
Your option will, to the extent not previously exercised by you, terminate
three months after the date on which you cease to be a director of the
Company or a subsidiary corporation (whether by death, disability,
resignation, removal, failure to be reelected or otherwise and regardless
of whether the failure to continue as a director was for cause or otherwise),
but in no event later than ten years from the date this option is granted.
After the date you cease to be a director, you may exercise this option only
for the number of shares which you had a right to purchase and did not
purchase on the date you ceased to be a director. If you are a director of a
subsidiary corporation, your directorship shall be deemed to have terminated
on the date such company ceases to be a subsidiary corporation, unless you
are also a director of the Company or another subsidiary corporation, or on
that date became a director of the Company or another subsidiary corporation.
Your directorship shall not be deemed to have terminated if you cease being a
director of the Company or a subsidiary corporation but are or concurrently
therewith become a director of the Company or another subsidiary corporation.
This option is not transferable by you otherwise than by will or the laws
of descent and distribution and is exercisable, during your lifetime, only by
you. If you die while a director of the Company or a subsidiary corporation,
executor or administrator, as the case may be, may, at any time within three
months after the date of your death (but in no event later than ten years from
the date this option is granted), exercise the option as to any shares which
you had a right to purchase and did not purchase during your lifetime. If
your directorship with the Company or a subsidiary corporation is terminated
by reason of your becoming disabled, you or your legal guardian or custodian
may at any time within three months after the date of such termination (but
in no event later than 10 years from the date this option is granted),
exercise the option as to any shares which you had a right to purchase and
did not purchase prior to such termination. Your executor, administrator,
guardian or custodian must present proof of his authority satisfactory to
the Company prior to being allowed to exercise this option.
<PAGE>
In the event of any change in the outstanding shares of the Common Stock of
the Company by reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Board of Directors deems in its sole discretion to be
similar circumstances, the number and kind of shares subject to this option
and the option price of such shares shall be appropriately adjusted in a
manner to be determined in the sole discretion of the Board of Directors.
Notwithstanding the foregoing, there shall be no adjustment made to the
number of shares subject to this option and the option price with respect
to the stock split effective April 1, 1994.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by
you, including, for this purpose, your legal guardian or custodian in the
event of disability. Until the option price has been paid in full pursuant
to due exercise of this option and the purchased shares are delivered to
you, you do not have any rights as a stockholder of the Company. The Company
reserves the right not to deliver to you the shares purchased by virtue of
exercise of this option during any period of time in which the Company deems,
in its sole discretion, that such delivery may not be consummated without
violating a federal, state, local or securities exchange rule, regulation or
law.
Notwithstanding anything to the contrary contained herein, this option is
not exercisable until all the following events occur and during the following
periods of time:
(1) Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies
and securities exchanges as the Company may deem necessary or desirable.
(2) During any period of time in which the Company deems that the
exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the Company to
be legally obligated to issue or sell more shares than the Company is
legally entitled to issue or sell.
The following two paragraphs shall be applicable if, on the date
of exercise of this option, the Common Stock to be purchased pursuant to
such exercise has not been registered under the Securities Act of 1933, as
amended, and under applicable state securities laws, and shall continue to
be applicable for so long as such registration has not occurred:
(a) The optionee hereby agrees, warrants and represents that he will
acquire the Common Stock to be issued hereunder for his own account for
investment purposes only, and not with a view to, or in connection with,
any resale or other distribution of any of such shares, except as hereafter
permitted. The optionee further agrees that he will not at any time make any
offer, sale, transfer, pledge or other disposition of such Common Stock to be
issued hereunder without an effective registration statement under the
Securities Act of 1933, as amended, and under any applicable state
securities laws or an opinion of counsel acceptable to the Company to the
effect that the proposed transaction will be exempt from such registration.
The optionee shall execute such instruments, representations, acknowledgements
and agreements as the Company may, in its sole discretion, deem advisable to
avoid any violation of federal, state, local or securities exchange rule,
regulation or law.
(b) The certificates for Common Stock to be issued to the
optionee hereunder shall bear the following legend:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, or under applicable state
securities laws. The shares have been acquired for investment and may not
be offered, sold, transferred, pledged or otherwise disposed of without an
effective registration statement under the Securities Act of 1933, as
amended, and under any applicable state securities laws or an opinion of
counsel acceptable to the Company that the proposed transaction will be
exempt from such registration."
The foregoing legend shall be removed upon registration of the legended shares
under the Securities Act of 1933, as amended, and under any applicable state
laws or upon receipt of any opinion of counsel acceptable to the Company that
said registration is no longer required.
The sole purpose of the agreements, warranties, representations and
legend set forth in the two immediately preceding paragraphs is to prevent
violations of the Securities Act of 1933, as amended, and any applicable
state securities laws.
This option shall be subject to the terms of the Plan in effect on the date
this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the
entire understanding between the Company and you with respect to the subject
matter hereof and no amendment, modification or waiver of this option, in
whole or in part, shall be binding upon the Company unless in writing
and signed by the President of the Company. This option and the performances
of the parties hereunder shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Please sign the copy of this option and return it to the Company's
Secretary, thereby indicating your understanding of and agreement with
its terms and conditions.
GRANGE NATIONAL BANC CORP.
(SEAL) By:___________________________
I hereby acknowledge receipt of a copy of the foregoing stock option
and, having read it hereby signify my understanding of, and my agreement
with, its terms and conditions.
__________________________________ ____________________
(Signature) (Date)
EXHIBIT 4.3
GRANGE NATIONAL BANC CORP.
1996 INCENTIVE STOCK OPTION AND
NONSTATUTORY STOCK OPTION PLAN(1)
Purpose and Scope
The purpose of this Plan is to promote the interests of the Company and its
shareholders by strengthening its ability to attract and retain key officers
and directors by furnishing additional incentives whereby such present and
future officers, key employees, and directors may be encouraged to acquire,
or to increase their acquisition of, the Company's common stock, thus
maintaining their personal and proprietary interest in the Company's
continued success and progress. The Plan provides for the grant of Incentive
Stock Options and the grant of Nonstatutory Stock Options in accordance with
the terms and conditions set forth below.
I. Definitions
Unless otherwise required by the context:
(1) "Company" shall mean Grange National Banc Corp., a Company organized
and doing business in Pennsylvania, and any subsidiary corporation.
(2) "Board" shall mean the Board of Directors of the Company.
(3) "Committee" shall mean the Stock Option Plan Committee, which
consists of three members appointed by the Board.
(4) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(5) "Incentive Stock Option" shall mean a right to purchase stock,
granted pursuant to the Plan, which qualifies under Section 422 of the Code
and the regulations thereunder.
(6) "Nonstatutory Stock Option" shall mean a right to purchase Stock,
granted pursuant to the Plan, which does not qualify under Section 422 of
the Code and the regulations thereunder.
(7) "Options" shall mean either an Incentive Stock Option or Nonstatutory
Stock Option.
(8) "Option Price" shall mean the purchase price for Stock under an
Incentive Stock Option or Nonstatutory Stock Option, as determined in
Section 6 below.
(9) "Participant" shall mean anyone to whom an Incentive Stock Option
or Nonstatutory Stock Option is granted under the Plan.
2.10. "Plan" shall mean the Grange National Banc Corp. Stock Option Plan.
2.11. "Stock" shall mean the common stock of Grange National Banc Corp.
3. Stock to be Optioned
Subject to the provisions of Section 14 of the Plan, the maximum number
of shares of Stock that may be optioned or sold under the Plan is 55,000
shares. Such shares may be treasury, or authorized, but unissued, shares of
Stock of the Company. If any Incentive Stock Option or Nonstatutory Stock
Option granted under the Plan shall expire or terminate for any reason
without having been exercised in full, the shares not purchased shall again
be available for purposes of the Plan.
4. Administration
The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan,
and shall make recommendations to the Board with respect to participation in
the Plan by employees and directors of the Company, and with respect to the
extent of that participation. The interpretation and construction of any
provision of the Plan by the Committee shall be final, unless otherwise
determined by the Board. No member of the Board or the Committee shall be
liable for any action or determination made by him in good faith.
<PAGE>
5. Eligibility
The Board, upon recommendation of the Committee, may grant Nonstatutory
Stock Options to any director and Incentive Stock Options or Nonstatutory
Stock Options to any officer, key executive, administrative or other employee
(including an employee who is a director of the Company). Options may be
awarded by the Board at any time and from time to time to new Participants,
or to then Participants, or to a greater or lesser number of Participants,
and may include or exclude previous Participants, as the Board, upon
recommendation by the Committee shall determine. Options granted at
different times need not contain similar provisions.
6. Option Price
The purchase price for Stock under each Nonstatutory Stock Option shall
be 100 percent of the fair market value of the Stock at the time the Option
is granted, unless the Committee determines otherwise. The purchase price for
stock under each Incentive Stock Option shall not be less than 100 percent of
the fair market value of the Stock at the time the Incentive Stock Option is
granted.
7. Terms and Conditions of Options
Options granted pursuant to the Plan shall be authorized by the Board and
shall be evidenced by a Stock Option Agreement in such form as the Board,
upon recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:
7.01. Employment Agreement. The Board may, in its discretion, include in
any Option granted under the Plan a condition that the Participant shall agree
to remain in the employ of, and to render services to, the Company for a
period of time (specified in the agreement) following the date the Option is
granted. No such agreement shall impose upon the Company, however, any
obligation to employ the Participant for any period of time.
7.02. Noncompetition. The Board may, in its discretion, include in any
Option granted under the Plan a condition that the Participant agrees not to
compete with the Company for a specific period of time and/or within a
specific geographic area.
7.03. Time and Method of Payment. The Option Price shall be paid in cash
at the time an Option is exercised under the Plan and/or may be paid for by
tendering of one or more shares of Stock. Upon a tender of Stock, the fair
market value of the Stock at the time of tender shall be used to determine
the value of the Stock as payment. The Committee shall have sole discretion
to determine the fair market value of the shares of Stock taking into
consideration such factors as the most recent appraisal of the Stock for
purposes of the Company's Employee Stock Ownership Plan, the Company's
year-to-date earnings, and recent trading prices of the Stock. Promptly
after the exercise of an Option and the payment of the full Option Price
either in Stock or cash, the Participant shall be entitled to the issuance
of a stock certificate evidencing his ownership of such share of Stock.
A Participant shall have none of the rights of a shareholder until shares
are issued to him, and no adjustment will be made for dividends or other
rights for which the record date is prior to the date such stock certificate
is issued.
7.04. Number of Shares. Each Option shall state the total number of
shares of Stock to which it pertains.
7.05. Option Period and Limitations on Exercise of Options. The Board
may, in its discretion, provide that an Option may not be exercised in whole
or in part for any period or periods of time specified in the Option
Agreement. Except as provided in the Option Agreement, an Option may be
exercised in whole or in part at any time during its term. No Option may
be exercised after the expiration of ten years from the date it is granted.
No Option may be exercised for a fractional share of Stock.
<PAGE>
8. Provisions Applicable to Incentive Stock Options
It is intended that Incentive Stock Options granted under the Plan shall
constitute Incentive Stock Options within the meaning of Section 422 of the
Code. The following provisions are applicable to any Incentive Stock Option
granted under the Plan.
8.01. Term of Incentive Stock Option. No Incentive Stock Option shall be
exercisable prior to the date one year, or after the date ten years, from the
date such Incentive Stock Option is granted.
8.02. Ten Percent Shareholder. Notwithstanding any other provision herein
contained, no Plan Participant may receive an Incentive Stock Option under
the Plan if such Participant, at the time the award is granted, owns (as
defined in Section 424(d) of the Code) stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company,
unless the option price for such Incentive Stock Option is at least 110
percent of the fair market value of the Stock subject to such Incentive
Stock Option on the date of the grant and such Incentive Stock Option is not
exercisable after the date five years from the date such Incentive Stock
Option is granted.
8.03. Limitation on Amounts. The aggregate fair market value (determined
with respect to each Incentive Stock Option as of the time such Incentive
Stock Option is granted) of the Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000.
8.04. Grant of Incentive Stock Option. An Incentive Stock Option granted
pursuant to the Plan must be granted within ten years from the date the Plan
is adopted or the date the Plan is approved by Company shareholders,
whichever is earlier.
9. Exercise of Options
The Committee, in granting Options hereunder, shall have discretion to
determine the terms upon which such Options shall be exercisable, subject to
the applicable provisions of the Plan. If a Participant is discharged for
just cause at any time, the entire number of shares of Stock granted to a
Participant shall be forfeited. For this purpose, "just cause" shall
mean theft, fraud, embezzlement or willful misconduct causing significant
property damage to the Company or personal injury to any employee of the
Company. The Committee shall have sole discretion in determining "just
cause" within the terms of this Section.
10. Termination of Employment
Following the date of cessation of employment, the Participant may at any
time within three months exercise his Options to the extent that he was
entitled to exercise them on the date of cessation of employment, but in no
event shall any Option be exercisable more than ten (10) years from the date
it was granted. In the sole discretion of the Committee, the Stock Option
Agreement may provide that should the Participant engage in employment or
activities contrary, in the opinion of the Committee, to the best interests
of the Company or any of its subsidiaries, then any Stock issued or to be
issued to the Participant shall become null and void. The Committee shall
determine in each case whether a termination of employment shall be
considered a retirement with the consent of the Company or a subsidiary,
and, subject to applicable law, whether a leave of absence shall constitute
a termination of employment. Any such determination of the Committee
shall be final and conclusive, unless overruled by the Board.
11. Rights in Event of Death
If a Participant dies while employed by the Company or any of its
subsidiaries, or within three months after having retired with the consent
of the Company or any of its subsidiaries, without having fully exercised his
Options, the executors or administrators, or legatees or heirs, of his estate
shall have the right to exercise such Options to the extent that such
deceased Participant was entitled to exercise the Options on the date of his
death; provided, however, that in no event shall the Options be exercisable
more than ten years from the date they were granted.
<PAGE>
12. No Obligations to Exercise Option
The granting of an Option shall impose no obligation upon the Participant
to exercise such Option.
13. Nonassignability
Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime shall be
exercisable only by such Participant.
14. Effect of Change in Stock Subject to the Plan
The aggregate number of shares of Stock available for Options under the
Plan, the shares subject to any Option and the price per share shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of Stock subsequent to the effective date of the Plan
resulting from (1) a subdivision or consolidation of shares or any other
capital adjustment, (2) the payment of a stock dividend, or (3) other
increase or decrease in such shares effected without receipt of
consideration by the Company. If the Company shall be the surviving
corporation in any merger or consolidation, any Option shall pertain,
apply, and relate to the securities to which a holder of the number of
shares of Stock subject to the Option would have been entitled after the
merger or consolidation. Upon dissolution or liquidation of the Company,
or upon a merger or consolidation in which the Company is not the surviving
corporation, all Options outstanding under the Plan shall terminate;
provided, however, that each Participant (and each other person entitled
under Section 11 to exercise an Option) shall have the right, immediately
prior to such dissolution or liquidation, or such merger or consolidation,
to exercise such Participant's Options in whole or in part, but only to the
extent that such Options are otherwise exercisable under the terms of the
Plan.
15. Amendment and Termination
Neither the Board nor the Committee may, without the consent of the holder
of an Option, alter or impair any Option previously granted under the Plan,
except as authorized herein. Unless sooner terminated, the Plan shall remain
in effect for a period of ten (10) years from the earlier of the date of the
Plan's adoption by the Board or approval by the Company shareholders.
Termination of the Plan shall not affect any Option previously granted.
With respect to any shares of Stock to which Options have not been granted
under the Plan, the Board, without further action on the part of the
shareholders of the Company, may from time to time alter, amend, or suspend
certain provisions of the Plan except that it may not, without the approval
of the shareholders of the Company: (i) change the number of shares of Stock
available for grant under the Plan, (ii) extend the duration of the Plan,
(iii) increase the maximum term of Incentive Stock Options under the Plan,
(iv) decrease the minimum option price of Incentive Stock Options,
(v) change the class of employees eligible to be granted Incentive Stock
Options under the Plan, or (vi) effect a change relating to Incentive Stock
Options granted under the Plan which is inconsistent with Code Section 422
or the regulations thereunder.
16. Agreement and Representation of Employees
As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at
the time of such exercise that any shares of Stock acquired at exercise are
being acquired only for investment and without any present intention to sell
or distribute such shares, if, in the opinion of counsel for the Company,
such a representation is required under the Securities Act of 1933 or any
other applicable law, regulation, or rule of any governmental agency.
17. Reservation of Shares of Stock
The Company, during the term of this Plan, will at all times reserve and
keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the
number of shares of Stock that shall be sufficient to satisfy the
requirements of this Plan. The inability of the Company to obtain from any
regulatory body having jurisdiction the authority deemed necessary by counsel
for the Company for the lawful issuance and sale of its Stock hereunder shall
relieve the Company of any liability in respect of the failure to issue or
sell Stock as to which the requisite authority has not been obtained.
18. Withholding Taxes
Whenever under the Plan shares are to be issued upon the exercise of
Options thereunder, the Company shall have the right to require the Optionee
to remit to the Company an amount sufficient to satisfy federal, state and
local withholding tax requirements, if any, prior to the delivery of any
Stock certificate or certificates for such shares. Whenever under the
Plan payments are made in cash such payment shall be net of an amount
sufficient to satisfy federal, state and local withholding tax requirements.
19. Effective Date of Plan
The Plan shall be effective from the earlier of the date of the Plan's
adoption by the Board or approval by the shareholders of the Company
LAW OFFICES
DILWORTH, PAXSON, KALISH & KAUFFMAN LLP
3200 MELLON BANK CENTER
1735 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-7595
(215) 575-7000 FAX (215) 575-7200
DIRECT DIAL NUMBER:
(215) 575-7050 J. Roger Williams, Jr.
July 9, 1997
Grange National Banc Corp.
198 E. Tioga Street
Tunkhannock, PA 18657
Gentlemen:
We have acted as counsel for Grange National Banc Corp. (the
"Company") in connection with a registration statement on Form S-8
(the "Registration Statement") relating to shares of the Company's
common stock, par value $5.00 per share (the "Grange Shares"),
which are issuable under the terms of the Company's 1994 Employee
Stock Option Plan, 1994 Stock Option Plan for Non-Employee
Directors, and 1996 Incentive Stock Option and Nonstatutory Stock
Option Plan (the "Plans").
On the basis of such investigation as we deemed necessary, we
are of the opinion that:
1. The Company has been duly incorporated and is
validly existing under the laws of the Commonwealth of
Pennsylvania; and
2. The Grange Shares have been duly authorized and,
when issued in accordance with the terms and conditions set forth
in the Plans, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Dilworth, Paxson, Kalish &
Kauffman LLP
DILWORTH, PAXSON, KALISH &
KAUFFMAN LLP
EXHIBIT 23.1
Daniel Kenia P.C.
CERTIFIED PUBLIC ACCOUNTANT
(717) 836-3868
49 BRIDGE STREET
TUNKHANNOCK, PA 18657
The Board of Directors
Grange National Banc Corp.
We consent to the use of our reports incorporated herein by
reference in the Registration Statement.
/s/ Daniel Kenia, P.C.
Daniel Kenia, P.C.
June 12, 1997
