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Form of Voting Agreement
Exhibit 10.2 December 5, 2008
Penseco Financial Services Corporation 150 N. Washington Avenue
Scranton, PA 18503 Attn; President and Chief Executive Officer
Ladies and Gentlemen: Penseco Financial Services
Corporation, a Pennsylvania corporation (“Penseco”),
its wholly-owned subsidiary, Penn Security Bank and Trust Company,
a Pennsylvania commercial bank and trust company (“Penn
Security”) and Old Forge Bank, a Pennsylvania commercial bank
(“Old Forge”) have entered into an Agreement and Plan
of Merger dated as of December 5, 2008 (the “Merger
Agreement”). pursuant to which, subject to the terms and
conditions set forth therein, Old Forge, in a two-step transaction,
will merge with and into Penn Security (the “Merger”).
Penseco has requested, as a condition to its execution. and
delivery of the Merger Agreement, that the undersigned, a
shareholder of Old Forge. execute and deliver to Penseco this
Letter Agreement. The undersigned, solely in his, her or its
capacity as a shareholder of Old Forge, in order to induce Penseco
to execute and deliver the Merger Agreement, and intending to be
legally bound, hereby irrevocably:
a. Agrees
to be present (in person or by proxy) at all meetings of
shareholders of Old Forge called to vote for approval of the Merger
so that all shares of common stock of Old Forge which are owned by
the undersigned and/or his or her spouse, or over which the
undersigned and/or his or her spouse have actual voting control
(collectively, the “Covered Shares”) will be counted
present thereat for the purpose of determining the presence of a
quorum at such meetings and to vote the Covered Shares, or cause
the Covered Shares to be voted, in person or by proxy, in favor of
approval and adoption of the Merger Agreement and the transactions
contemplated thereby (including any amendments or modifications of
the terms thereof approved by the board of directors of Old Forge
and any other action of Old Forge’s shareholders requested in
furtherance thereof). The term “Covered Shares” shall
include any shares of common stock of Old Forge acquired after the
date hereof;
b. Agrees
not to vote the Covered Shares, or cause the Covered Shares not to
be voted, to rescind or amend in any manner any prior vote
approving or adopting the Merger Agreement;
c. Agrees
to vote the Covered Shares, or cause the Covered Shares to be
voted, against, as a shareholder of Old Forge, (i) any (A)
extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving Old Forge,
including an Alternative Proposal (as defined in the Merger
Agreement), (B) sale, lease, sublease, license, sublicense or
transfer of a material portion of the rights or other assets of Old
Forge, (C) change in a majority of the board of directors of Old
Forge, (D) amendment to Old Forge’s articles of incorporation
or bylaws, (E) material change in the capitalization of Old Forge
or Old Forge’s
corporate structure, or (F) any other action which is intended, or
could reasonably be expected, to impede, interfere with, delay,
postpone, discourage or adversely affect the Merger or any of the
other transactions contemplated by the Merger Agreement or this
Letter Agreement. and (ii) any action or agreement that would
result in a breach of any representation warranty, covenant or
agreement of Old Forge contained in the Merger Agreement or that
would result in any of the conditions to the obligations of Old
Forge under the Merger Agreement not being fulfilled;
d. &nbs
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