The merger agreement between Brookfield, Wis.-basedNorth Shore Bank FSBand West Allis, Wis.-based LaytonPark Financial Group Inc. provides that each outstanding Layton ParkFinancial common share will be converted into the right to receive $87 in cashat the effective time of the merger, according to a regulatory filing obtainedrecently by S&P Global Market Intelligence.

All of the issued and outstanding Layton Park Financialseries A, B and C preferred stock, as well as all of the issued and outstandingsubordinated debentures issued by Layton Park Financial, will be redeemed,canceled and converted into the right to receive the redemption price fromNorth Shore Bank.

The mergeragreement also provides that Layton Park Financial shall, and shallcause its unit Layton State Bank,to take steps to authorize North Shore Bank to negotiate a modification to theoutstanding loan agreement in the amount of $4.1 million between Layton ParkFinancial and BMO Harris Bank NA.

The agreement further provides that North Shore Bank willinvite all Layton Park Financial directors to join an advisory board that NorthShore Bank will establish to help it maintain Layton State Bank's customerrelationships. North Shore Bank will maintain the advisory board for at least12 months after the merger.