[LOGO]
--------------------------------------------------------------------------------
Comptroller of The Currency
Administrator of National Banks
--------------------------------------------------------------------------------
Northeastern District Licensing Unit
1114 Avenue of the Americas, Suite 3900 Voice (212) 790-4055
New York, NY 10036-7780 Fax (212) 790-4098
August 8, 2000
John B. Lampi, Esq.
Saul, Ewing, Remick & Saul LLP
Penn National Insurance Tower
2 North Second Street, 7th Floor
Harrisburg, Pennsylvania 17101
Re: Proposal to merge Twin Rivers Community Bank, Easton, Pennsylvania, with
and into The Phillipsburg National Bank and Trust Company, Phillipsburg,
New Jersey Control Number: 2000 NE 02 0017
Dear Mr. Lampi:
This letter is the official certification of the Comptroller of the Currency
(OCC) to merge Twin Rivers Community Bank, Easton, Pennsylvania, with and into
The Phillipsburg National Bank and Trust Company, Phillipsburg, New Jersey,
under the charter of the latter, effective August 21, 2000. The resulting bank
title is "Vista Bank, National Association" and its branch office located at 305
Roseberry Street, Phillipsburg, New Jersey is redesignated as its main office
This is also the official authorization given to Vista Bank, National
Association to operate the branches of the target institution and the former
main offices of the target and acquiring bank as branches of the resulting bank.
A listing of each newly authorized branch and its assigned OCC branch number is
attached. Branches of a national bank target are not listed since they are
automatically carried over to the resulting bank and a retain their current OCC
branch number, with the exception of the newly designated main office, which
will not retain an 0CC branch number.
<PAGE>
Mr. John B. Lampi, Esq.
August 8, 2000
Page two
If the combination does not occur as represented in your letter of August 8,
2000, this certification must be returned to the 0CC.
Sincerely,
/s/ Stephen A. Lybarger
Stephen A. Lybarger
(Acting) Licensing Manager
Enclosure: Revised Articles of Association
<PAGE>
Attachment A
Control Number 2000 NE 02 0017
Effective: August 21, 2000
BRANCHES AUTHORIZED AS A RESULT OF THE MERGER OF TWIN RIVERS COMMUNITY BANK,
EASTON, PENNSYLVANIA WITH AND INTO THE PHILLIPSBURG NATIONAL BANK AND TRUST
COMPANY, PHILLIPSBURG, NEW JERSEY
Please retain this list as the official authorization of the branches. If any
branch is closed, a 90-day advance notice is required pursuant to 12 USC 1831r.
If the branch is sold to a non-national bank, a copy of this branch
authorization should be surrendered to the OCC following the closing.
BRANCH POPULAR NAME/ LOCATION
AUTHORIZATION NUMBER --------
--------------------
SOUTH MAIN STREET 115 South Main Street
Phillipsburg, Warren County
Authorization No.: 118352A New Jersey 08865
WILLIAM PENN 2925 William Penn Highway
Easton, Northampton County
Authorization No.: 118346A Pennsylvania 18045
ROUTE 191 3815 Linden Street
Bethlehem, Northampton County
Authorization No.: 118347A Pennsylvania 18020
WESTGATE 2400 Schoenersville Road
Bethlehem, Northampton County
Authorization No: 118348A Pennsylvania 18017
BUTZTOWN 2850 Easton Avenue
Bethlehem, Northampton County
Authorization No.: 118349A Pennsylvania 18017
WEST BROAD 1003 West Broad Skeet
Bethlehem, Lehigh County
Authorization No.: 118350A Pennsylvania 18018
EASTON 61 North Third Street
Easton, Northampton County
Authorization No.: 118351A Pennsylvania 18042
