BRYN MAWR BANK CORP (Form: 8-K, Received: 05/27/2011 17:02:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 27, 2011

Bryn Mawr Bank Corporation

(Exact Name of Registrant as specified in its charter)

Pennsylvania

0-15261

23-2434506

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

801 Lancaster Avenue, Bryn Mawr, PA 19010

Registrant’s telephone number, including area code: 610-525-1700

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 27, 2011, Bryn Mawr Bank Corporation (“BMBC”) and Hershey Trust Company (“HTC”) entered into a definitive Amendment (the “Amendment”) to that certain Stock Purchase Agreement, dated as of February 18, 2011, by and between BMBC and HTC (together with the Amendment, the “Amended Stock Purchase Agreement”). On May 27, 2011, immediately after the Amendment became effective, HTC assigned the Amended Stock Purchase Agreement to PWMG Bank Holding Company Trust, a Pennsylvania inter vivos trust (“Seller”), pursuant to that certain Assignment and Assumption Agreement (the “Assignment,” and together with the Amended Stock Purchase Agreement, the “Purchase Agreement”). Pursuant to the Assignment, HTC assigned all of its right, title, interest, benefits and privileges under the Amended Stock Purchase Agreement to Seller, and Seller assumed and agreed to perform and discharge all of HTC’s obligations and duties under the Amended Stock Purchase Agreement.

The Amendment served to, among other things, (i) amend the definition of Buyer Stock Consideration to be measured as the average closing price of BMBC common stock on the Nasdaq Stock Market during the 20 Trading Days immediately preceding and including Friday, May 20, 2011, (ii) amend the closing date and effective date of the transaction to be May 27, 2011, (iii) amend the Closing Assets Measurement Date to be the third Business Day preceding the Closing Date and add a certification as to the value of the Base Assets, (iv) amend the Measurement Dates to be the 6-month, 12-month and 18-month anniversaries of the Initial Date, and (v) amend and add certain definitions, covenants and closing date deliverables. Capitalized terms used but not defined herein have the meaning ascribed to them in the Purchase Agreement.

The foregoing summaries of the Amendment and Assignment are not complete and are qualified in their entirety by reference to the complete text of each document, which are filed as Exhibits hereto, and are incorporated herein by reference in their entirety.

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 27, 2011, BMBC’s previously announced acquisition (the “Acquisition”) of all of the issued and outstanding common stock of PWMG Bank and Trust, Inc. (“PWMG”) from Seller, as contemplated by the Purchase Agreement, was completed. The purchase price paid by BMBC to HTC was $18.25 million, of which $8.15 million was paid at Closing in cash, $6.5 million was paid at closing in the form of the issuance of 322,101 unregistered shares of the BMBC common stock, and the final $3.6 million was placed in escrow to be paid in cash installments on the 6-, 12- and 18-month anniversaries of the date of signing, subject to certain post-closing contingencies relating to the assets under management.

Pursuant to the Purchase Agreement, prior to the closing of the transaction, substantially all of the assets used to conduct the private wealth management business of HTC were assigned to PWMG, which was an affiliate of HTC and a wholly owned subsidiary of Seller. Upon Closing, all issued and outstanding shares of common stock of PWMG were transferred to BMBC, and immediately thereafter, PWMG was merged with and into BMBC’s wholly-owned subsidiary, The Bryn Mawr Trust Company.

The foregoing summary of the Acquisition is not complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement and the press release dated May 27, 2011, attached as Exhibit 99.1 hereto, each of which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit		Description

Exhibit 2.1		Stock Purchase Agreement, dated as of February 18, 2011, by and between Bryn Mawr Bank Corporation and Hershey Trust Company, incorporated by reference to Exhibit 2.1 to the Corporation’s 8-K filed with SEC on February 18, 2011

Exhibit 2.2		Amendment to Stock Purchase Agreement, dated as of May 27, 2011, by and between Bryn Mawr Bank Corporation and Hershey Trust Company*

Exhibit 2.3		Assignment and Assumption Agreement, dated as of May 27, 2011, by and between Hershey Trust Company and PWMG Bank Holding Company Trust

Exhibit 99.1		Press Release dated May 27, 2011

*	Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. BMBC agrees to furnish a supplemental copy of any omitted Schedule to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


BRYN MAWR BANK CORPORATION

By:		/s/ J. Duncan Smith
		J. Duncan Smith
		CFO and Treasurer

Date: May 27, 2011

EXHIBITS INDEX


Exhibit		Description

Exhibit 2.2		Amendment to Stock Purchase Agreement, dated as of May 27, 2011, by and between Bryn Mawr Bank Corporation and Hershey Trust Company*

Exhibit 2.3		Assignment and Assumption Agreement, dated as of May 27, 2011, by and between Hershey Trust Company and PWMG Bank Holding Company Trust

Exhibit 99.1		Press Release dated May 27, 2011

*	Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. BMBC agrees to furnish a supplemental copy of any omitted Schedule to the Securities and Exchange Commission upon request.

Exhibit 2.2

AMENDMENT TO STOCK PURCHASE AGREEMENT

This Amendment to Stock Purchase Agreement (this “ Amendment ”), is made as of May 27, 2011, by and between Hershey Trust Company , a Pennsylvania trust company (“ HTC ”) and Bryn Mawr Bank Corporation , a Pennsylvania corporation (“ Buyer ”), with reference to the following background:

A. Buyer and HTC are parties to a certain Stock Purchase Agreement dated as of February 18, 2011 (the “ Agreement ”);

B. Pursuant to Section 12.7 of the Agreement, the Agreement may be amended in writing if signed by Buyer and HTC; and

C. Buyer and HTC desire to amend the Agreement as more fully set forth herein.

NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, and intending to be legally bound hereby, and subject to the terms and conditions set forth herein, HTC and Buyer hereby agree as follows:

1.	Amendments.

(a)

The following definitions are added to Article I of the Agreement:

“ Buyer Account ” has the meaning set forth in Section 5.14 .

“ Clearing Account ” has the meaning set forth in Section 5.14 .

“ Client Funds ” has the meaning set forth in Section 7.5 .

“ IT Certificate ” has the meaning set forth in Section 8.2(g)(xv) .

(b)

The definition of “Legacy Client” in the Agreement is hereby amended and restated in its entirety to read as follows:

“ Legacy Client ” means the Milton Hershey School Trust, the MS Hershey Foundation Trust, the Hershey Trust Company 401(k) Plan, the Hershey Cemetery Trust, any client accounts for which permission to transfer such account to the Acquired Company was not received in accordance with Section 408 of the Banking Code, and the accounts associated with any estates for which HTC is the executor at the Closing (the “ Non-consenting Accounts ”).

(c)

Section 2.2(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:

(ii) deliver to Seller, free and clear of all Liens, the number of shares of Buyer Stock (the “ Buyer Stock Consideration ”) equal to 6,500,000

divided by the average closing price of the Buyer Stock on the Nasdaq Stock Market during the 20 Trading Days immediately preceding and including Friday, May 20, 2011 (the “ Share Price ”); and

(d)

Section 2.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Closing . Subject to Article IX , the purchase and sale provided for in this Agreement will take place at the offices of Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, Pennsylvania 19103 on May 27, 2011 at 9:00 a.m. EST, or at such other date and time as HTC and Buyer may otherwise agree if on or prior to that date all conditions set forth in Sections 8.1 and 8.2 have been satisfied or waived (the “ Closing ”). The Closing will be deemed to be effective at 5:01 p.m. (Eastern time) on the Closing Date for all purposes.

(e)

Section 2.5(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

(a) Payment Dates . All or a portion of the Holdback Amount shall be paid by Buyer to Seller in installments (each an “ Interim Payment ”) via wire transfer by the Escrow Agent of immediately available funds taken from the Escrow Funds to an account designated by or on behalf of Seller within ten Business Days after the respective Measurement Date (“ Payment Date 1 ,” “ Payment Date 2 ,” and “ Payment Date 3 ,” respectively, each a “ Payment Date ”), subject to a dispute of the Asset Statement in accordance with Section 2.5(f) . For illustrative purposes, a sample calculation is set forth on Exhibit A . Notwithstanding the foregoing, in the event that any Payment Date would occur prior to the Closing Date, such Interim Payment shall not occur until the Closing Date and shall be paid directly to Seller in addition to the Cash Purchase Price (unless Seller is not due a payment pursuant to Section 2.5(d)(ii) , in which case Seller shall not be entitled to any payment) and the Holdback Amount payable on the Closing Date shall be reduced by the amount of the Target Amount.

(f)

Section 2.5(d)(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

(i) Full Amount . If the applicable Asset Ratio on the 6-month, 12-month, or 18-month anniversary of the Initial Date, as applicable (“ Measurement Date 1 ,” “ Measurement Date 2 ,” and “ Measurement Date 3 ,” respectively, and each a “ Measurement Date ”), is greater than or equal to 90%, Buyer shall pay to Seller 100% of the applicable Target Amount.

(g)

Section 5.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

5.2 Formation and Transfer . After the receipt of the necessary approvals from the appropriate Governmental Authorities and at a time which is at or prior to the Closing, HTC shall (a) assign to the Acquired Company the Client Accounts (except for the Legacy Client Accounts) and transfer to the Acquired Company custody of the assets of the Client Accounts held by or on behalf of HTC; (b) transfer, assign, and convey the remaining Transferred Assets; and (c) assign the Assigned Contracts and the Real Property Lease.

(h)

New Sections 5.14 and 5.15 are hereby added to Article V of the Agreement to read as follows:

5.14 Clearing Account . The “ Clearing Account ” refers to HTC’s current client checking account maintained with PNC Bank, National Association, and separately identified by HTC to Buyer, which is used to balance the SunGard Charlotte system transactions daily.

After the balancing activity is completed at or around the close of business on the Closing Date and the Closing is effective, in no event later than 5:30 p.m. on the Closing Date, HTC will initiate a wire transfer of immediately available funds to the account separately designated by Buyer to HTC (the “ Buyer Account ”) consisting of all cash held in the Clearing Account minus amounts (a) relating to disbursements which HTC has initiated but which have not been withdrawn from the Clearing Account prior to the Closing, including, without limitation, checks written to, but not cashed by, clients; and (b) to which HTC is entitled relating to fees and expenses for services rendered prior to the Closing but not yet paid out of the funds in the Clearing Account.

5.15 Assignment of Certain Agreements . As soon as possible after Closing, but in no event later than June 15, 2011, HTC shall effect the assignment and transfer to Buyer or a Subsidiary of Buyer of each of the following agreements: (i) that certain Acknowledgment and Agreement, dated as of March 18, 2010, by and between Bloomberg Finance L.P. and HTC; (ii) that certain Lease Agreement for the stamp machine, dated as of January 4, 2010, by and between Pitney Bowes Global Financial Services LLC and HTC; and (iii) that certain Agreement, dated as of December 16, 2009, by and between VMware, Inc. and HTC. Each of HTC and Buyer shall execute and deliver an assignment and assumption agreement with respect to each of such agreements as soon as reasonably practicable once all necessary consents have been received to effectuate such assignments.

(i)

Section 7.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

7.2 Transfer and Retention of Client Accounts . HTC and Buyer shall use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper, and advisable to facilitate the orderly transfer and retention of the clients of the PWMG Business, including, but not limited to, preparing and sending marketing and informational materials to clients explaining the sale of the PWMG Business, hosting, attending and/or speaking at individual or group meetings with clients to discuss the sale, and providing Buyer with real-time access to the Clearing Account on a read-only basis. William Davies and Mary Louise Porter from HTC, or any successor designated by HTC at any time (such person is referred to in this Section 7.2 , Section 7.5 , and Section 12.5 as a “successor designee”), shall be available as a point-of-contact for Buyer in furtherance of HTC’s covenant to assist and cooperate with Buyer, and Mr. Davies or Ms. Porter (or one of their respective successor designees) shall respond to all requests of Buyer or its subsidiary, The Bryn Mawr Trust Company, as soon as practicable, but in no event later than twenty four (24) hours after the inquiry or request is received; provided that all such requests shall initially be transmitted electronically by Buyer to both Mr. Davies and Ms. Porter (or their respective successor designees) via e-mail to the addresses provided in Section 12.15 or otherwise designated by Mr. Davies or Ms. Porter (or their successor designees) in accordance with Section 12.15 . All requests made pursuant to Section 7.5 shall be made in accordance with this Section 7.2 , and the covenant of HTC set forth in this Section 7.2 shall survive Closing until the 18-month anniversary of the date hereof.

(j)

New Sections 7.5, 7.6 and 7.7 are hereby added to Article VII of the Agreement to read as follows:

7.5 Clearing Accounts . Following the Closing, Buyer, or one of its subsidiaries or affiliates, shall monitor the Clearing Account and shall, upon identifying funds deposited in the Clearing Account after Closing (that were not otherwise delivered to Buyer pursuant to Section 5.14 ) relating to the Client Accounts (the “ Client Funds ”), make a request to Mr. Davies and Ms. Porter (or their respective successor designees) for HTC to transfer the Client Funds to Buyer. HTC shall, as soon as reasonably practicable after receiving such a request from Buyer, deliver to Buyer Account, via wire transfer of immediately available funds, the Client Funds.

7.6 Client Account Fees . The parties agree that upon the Closing, Buyer shall have the right to increase any fees that Buyer considers, in its

sole discretion, to be substantially below what Buyer or one of its Subsidiaries would ordinarily charge to such accounts.

7.7 Phone System . The phone system used by the PWMG Business under the existing pbx (private branch exchange) of Hershey Entertainment and Resorts Company shall be made available to Buyer for ninety (90) days following Closing at a cost of $34 per phone per month.

(k)

The first paragraph of Section 8.2(e) of the Agreement is hereby amended and restated in its entirety to read as follows:

(e) Assets Under Management . The value of the Assets under management as of the close of business on the third Business Day preceding the Closing Date (or such other date as Buyer and HTC shall agree) (the “ Closing Assets Measurement Date ”) as certified by HTC and Seller, and computed in accordance with this Section 8.2(e) shall not have dropped below 60% of the value of the Assets under management as of the close of business on the Business Day immediately preceding the date of this Agreement (the “ Assets Under Management Measure Date ”). For purposes of the calculation under this Section 8.2(e) and Section 9.1(c) only:

(l)

The following is added to the end of the last paragraph of Section 8.2(e) of the Agreement:

HTC hereby certifies that the value of the Base Assets as set forth on Exhibit B hereto is the true, correct and complete value of the Assets under management as of the Initial Date. Buyer hereby acknowledges and agrees that such value and the methodology used to determine such value may be used for purposes of measuring any change in the Assets under management as of the Closing Assets Measurement Date and each Measurement Date.

(m)

Section 8.2(g)(ii) through (iv), (viii), (ix) and (xiii) of the Agreement are hereby amended and restated in their entirety to read as follows:

(ii) Secretary’s Certificate . A certificate of the Secretary of each of HTC and the Acquired Company and of a Trustee of Seller, given on behalf of the applicable entity and not in an individual capacity, dated as of the Closing Date, certifying (A) that attached thereto are true and correct copies of each company’s respective articles of incorporation or deed of trust, bylaws (if any), and resolutions duly authorizing the execution, delivery and performance of this Agreement, and (B) the names, titles and signatures of all of persons who sign documents on behalf of such entity in connection with this Agreement and the transactions contemplated hereby, certifying the authority of such persons to do so.

(iii) Officer’s Certificates . Buyer will have received (A) a certificate executed by an officer of HTC, given on behalf of HTC and not in an individual capacity, certifying (1) the accuracy of the representations and warranties made on behalf of itself as of the date of this Agreement and as of the Closing Date in accordance with Section 8.2(a)(i) ; (2) the accuracy of the representations and warranties made with respect to Seller and the Acquired Company as of the Closing Date in accordance with Section 8.2(a)(ii) ; and (3) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2(b) ; (B) a certificate executed by a Trustee of Seller, given on behalf of Seller and not in an individual capacity, certifying (1) the accuracy of the representations and warranties made by HTC on behalf of Seller as of the Closing Date in accordance with Section 8.2(a)(ii) ; and (2) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2(b) ; and (C) a certificate executed by an officer of the Acquired Company, given on behalf of the Acquired Company and not in an individual capacity, certifying (1) the accuracy of the representations and warranties made by HTC on behalf of the Acquired Company as of the Closing Date in accordance with Section 8.2(a)(ii) ; and (2) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2(b) .

(iv) Certificates of Subsistence . Current certificates of subsistence for each of HTC and the Acquired Company issued by the Department of State of the Commonwealth of Pennsylvania, dated within ten Business Days prior to the Closing Date.

(viii) Common Trust Fund . HTC shall have liquidated its remaining common trust fund, the Hershey Trust Company Employee Benefit Common Trust Fund – Value Equity, and reinvested the assets from that fund individually for the client accounts participating in the fund, unless instructed otherwise by such Clients.

(ix) Soft Dollar Arrangements . HTC shall have assigned to Buyer for no additional consideration the soft dollar arrangements of HTC under the Soft Dollar Agreement, dated as of August 25, 2010, by and between SunGard Institutional Brokerage Inc. and HTC; and each of HTC, The Bryn Mawr Trust Company and Westminster Research Associates LLC shall have executed and delivered a Letter Agreement pursuant to which the total current soft dollar credit balance associated with the PWMG Business’ account with Westminster Research Associates LLC shall be transferred, as of the Closing, to an account registered to The Bryn Mawr Trust Company.

(xiii) FIRPTA Affidavits . Certificates by HTC and Seller’s grantor, PWMG Trust Holdings, Inc., of non-foreign status in accordance with Treasury Regulation 1.1445-2.

(n)

New subsections (xiv) and (xv) are hereby added to Section 8.2(g) as follows:

(xiv) Subadvisory Agreement and Custody Letter Agreement . Execution and delivery by each of HTC, Seller and The Bryn Mawr Trust Company of a Subadvisory Agreement governing the post-Closing administration of all Non-consenting Accounts, and execution and delivery by each of HTC, The Bank of New York Mellon, SunGard, Buyer and The Bryn Mawr Trust Company of a Letter Agreement relating to the post-Closing custody of assets of the Client Accounts and the Non-consenting Accounts.

(xv) IT Certificate and Access Codes . A Certificate of HTC certifying as to all codes and passwords used in connection with the Transferred Assets and the Intellectual Property (the “ IT Certificate ”) shall have been delivered in escrow in hard form to Stradley Ronon Stevens & Young, LLP by 5:00 p.m. on May 26, 2011, and a copy of the IT Certificate shall have been delivered in person by William Christ or George Sick of HTC on May 27, 2011, to June Falcone or Kevin O’Conner of The Bryn Mawr Trust Company.

(o)

A new subsection (h) is hereby added to Section 8.2 of the Agreement to read as follows:

(h) Vincent B. Rudisill . HTC shall have partially assigned to Buyer that certain Non-Solicitation/No Piracy, Non-Competition and Confidentiality Agreement, dated as of March 15, 2011, by and between HTC and Vincent B. Rudisill.

(p)

Section 12.15 of the Agreement is hereby amended and restated in its entirety to read as follows:

12.15 Notices . All notices and other communications required or permitted by this Agreement shall be in writing and will be effective, and any applicable time period shall commence, when (a) delivered to the following address by hand or by a nationally recognized, overnight courier service (costs prepaid) addressed to the following address or (b) transmitted electronically to the following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address or Person as a party may designate by notice to the other party):

If to Buyer or the Acquired Company (after the Closing):

The Bryn Mawr Trust Company

Wealth Management Division

10 South Bryn Mawr Avenue

Bryn Mawr, PA 19010

Attention: Francis J. Leto

Facsimile No.: (610) 527-8397

E-mail: fleto@bmtc.com

with a copy to:

The Bryn Mawr Trust Company

801 Lancaster Avenue

Bryn Mawr, PA 19010

Attention: Geoffrey L. Halberstadt

Facsimile No.: (610) 526-2057

E-mail: ghalberstadt@bmtc.com

with a copy to:

Stradley Ronon Stevens & Young, LLP

2600 One Commerce Square

Philadelphia, PA 19103

Attention: David H. Joseph

Facsimile No.: (215) 564-8120

E-mail: djoseph@stradley.com

If to HTC or the Acquired Company (prior to the Closing):

Hershey Trust Company

100 East Mansion Road

Hershey, PA 17033

Attention: William Davies

Facsimile No.: (717) 520-1111

E-mail: daviesw@mhs-pa.org

with a copy to:

Hershey Trust Company

100 East Mansion Road

Hershey, PA 17033

Attention: Mary Louise Porter

Facsimile No.: (717) 520-1111

E-mail: porterm@mhs-pa.org

In either case, with a copy to (which shall not constitute notice):

Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, Pennsylvania 19103

Attention: William H. Clark, Jr.

Facsimile No.: (215) 988-2757

E-mail: William.Clark@dbr.com

Effect on Agreement; General Provisions . Except as set forth in this Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be in full force and effect and will not be, or deemed to be, waived, modified, superseded or otherwise affected by this Amendment. This Amendment shall be governed by the provisions of the Agreement, as amended by this Amendment, which provisions are incorporated herein by reference. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. This Amendment shall become effective upon its execution, which may occur in one or more counterparts, as provided in Section 12.17 of the Agreement.

Schedules . The Schedules to the Agreement are hereby amended and supplemented, as provided in the Addendum to the Disclosure Schedules delivered by HTC or Seller to Buyer on the date hereof.

Effective Time . This Agreement shall be effective as of 4:58 p.m. (Philadelphia, PA time) on May 27, 2011.

Entire Agreement . This Amendment together with the Agreement, as amended by this Amendment, constitute the entire agreement and understanding between the parties hereto with respect to the subject matter of this Amendment and supersede any and all prior agreements and understandings, written or oral, relating to the subject matter of this Amendment.

[Signatures on Following Page]

IN WITNESS WHEREOF, Buyer and HTC have caused this Amendment to be executed as of the day and year first above written.


BUYER:

BRYN MAWR BANK CORPORATION

By:		/s/ Francis J. Leto
Name:		Francis J. Leto
Title:		Vice President

HTC:

HERSHEY TRUST COMPANY

By:		/s/ David Lavery
Name:		David Lavery
Title:		Interim Chief Executive Officer

Exhibit 2.3

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”), dated as of May 27, 2011, is by and between Hershey Trust Company, a Pennsylvania trust company (“ Assignor ”), and PWMG Bank Holding Company Trust, a Pennsylvania inter vivos trust (“ Assignee ”).

BACKGROUND

A. Assignor entered into that certain Stock Purchase Agreement, dated as of February 18, 2011, by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation (“ Buyer ”), and Assignor, as amended on May 27, 2011 (the “ Purchase Agreement ”), pursuant to which Assignor agreed to sell to Buyer certain assets associated with Assignor’s private wealth management business through the sale of the stock of an affiliate, PWMG Bank and Trust, Inc., a newly formed Pennsylvania bank and trust company (the “ Acquired Company ”).

B. Assignee is the parent of the Acquired Company and has agreed to sell all of the shares of the Acquired Company to Buyer under the terms of the Purchase Agreement (the “ Sale ”).

C. To facilitate the Sale, Assignor has agreed to assign the Purchase Agreement to Assignee, and Assignee has agreed to assume Assignor’s obligations under the Purchase Agreement, all in accordance with Section 12.8 of the Purchase Agreement.

D. Capitalized items used herein without definition shall have the meanings in the Purchase Agreement.

AGREEMENT

NOW, THEREFORE , in consideration of the premises and covenants, agreements, representations and warranties herein made and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee, intending to be legally bound, do hereby agree as follows:

1. Assignment . Assignor hereby assigns, transfers, grants, conveys and delivers to Assignee all of Assignor’s right, title, interest, benefits and privileges under the Purchase Agreement.

2. Assumption . Assignee hereby accepts such assignment and assumes and agrees to perform and discharge all duties and obligations of Assignor under the Purchase Agreement, subject to the satisfaction of all conditions precedent under the Purchase Agreement, which assumption shall not create any obligations in addition to or separate from the obligations of the Assignor already existing under the Purchase Agreement, nor shall it expand, enlarge or diminish such existing obligations.

3. Representation and Warranty . Assignee represents and warrants to Assignor that Assignee has all necessary power and authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder.

4. Governing Law . All matters relating to or arising out of this Agreement or any transaction contemplated hereby, and the rights of the parties (whether sounding in contract, tort or otherwise), will be governed by and construed and interpreted under the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws principles that would require the application of any other law.

5. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, when taken together, will be deemed to constitute one and the same agreement and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. A manual signature on this Agreement, an image of which shall have been delivered electronically, will constitute an original signature page for all purposes. The delivery of copies of this Agreement by electronic transmission will constitute effective delivery of this Agreement for all purposes. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

6. Successors . This Agreement will apply to, and be binding in all respects upon, and inure to the benefit of the successors and assigns of the parties.

7. Further Assurances . The parties will (a) execute and deliver to each other such other documents, and (b) do such other acts and things as a party may reasonably request for the purpose of carrying out the intent of this Agreement, the transactions contemplated hereby, and the documents to be delivered pursuant to this Agreement, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

8. Effective Time . This Agreement will be deemed effective at 4:59 p.m. (Eastern time) on May 27, 2011, for all purposes.

[Signatures on Following Page]

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.


ASSIGNOR:

HERSHEY TRUST COMPANY

By:	/s/ David Lavery
	Name:	David Lavery
	Title:	Interim Chief Executive Officer

ASSIGNEE:

PWMG BANK HOLDING COMPANY TRUST

By:	/s/ Velma Redmond
	Name:	Velma Redmond
	Title:	Trustee

[Assignment and Assumption Agreement re: Stock Purchase Agreement]

Exhibit 99.1

LOGO

Bryn Mawr Bank Corporation


FOR RELEASE: IMMEDIATELY		Ted Peters, Chairman
FOR MORE INFORMATION CONTACT:		610-581-4800
		Francis J. Leto, EVP
		610-581-4730
		J. Duncan Smith, CFO
		610-526-2466

Bryn Mawr Bank Corporation Completes Acquisition of the Private Wealth

Management Group of the Hershey Trust Company Increasing Wealth Assets by more than 30.0%

BRYN MAWR, Pa., May 27, 2011 - Bryn Mawr Bank Corporation (NASDAQ: BMTC), (the “Corporation”), parent of The Bryn Mawr Trust Company (the “Bank”), today announced the completion of its previously announced acquisition of the Private Wealth Management Group (PWMG) of the Hershey Trust Company. The acquisition increases Bryn Mawr Trust’s Wealth Management Division assets under management by approximately $1.1 billion. “We are excited to be establishing a substantial presence in the Hershey market. Growing wealth management assets is a significant component of our strategic initiative”, said Ted Peters, Chairman and CEO of Bryn Mawr Trust.

Francis J. Leto, EVP and head of the Wealth Management Division at Bryn Mawr Trust added, “I think this acquisition represents a great opportunity for everyone involved, clients will benefit from our expanded line of products and services, Bryn Mawr Trust enters into an important new market and we have a great group of professionals joining our team. In the last few months I have been introduced to many of the PWMG clients and I look forward to working with them and our new team members.”

Consideration included a combination of stock and cash, with the transaction being valued at approximately $18.25 million. The total amount paid at closing was $14.65 million, with $6.5 million in stock, representing 322,101 shares, and $8.2 million in cash. The balance, subject to

certain conditions, will be paid over the next 15 months. For a complete description of the transaction please review our filings with the Securities and Exchange Commission, which is available on our website www.bmtc.com.

FORWARD LOOKING STATEMENTS AND SAFE HARBOR

This press release contains statements which, to the extent that they are not recitations of historical fact may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation’s future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. The words “may”, “would”, “should”, “could”, “will”, “likely”, “possibly”, “expect,” “anticipate,” “intend”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “plan”, “forecast”, “project” ,”are optimistic” and “believe” or other similar words and phrases may identify forward-looking statements. Persons reading this press release are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different.

Such forward-looking statements involve known and unknown risks and uncertainties. A number of factors, many of which are beyond the Corporation’s control, could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements, and so our business and financial condition and results of operations could be materially and adversely affected. Such factors include, among others, our need for capital, our ability to control operating costs and expenses, and to manage loan and lease delinquency rates; the credit risks of lending activities and overall quality of the composition of our loan, lease and securities portfolio; the impact of economic conditions, consumer and business spending habits, and real estate market conditions on our business and in our market area; changes in the levels of general interest rates, deposit interest rates, or net interest margin and funding sources; changes in banking regulations and policies and the possibility that any banking agency approvals we might require for certain activities will not be obtained in a timely manner or at all or will be conditioned in a manner that would impair our ability to implement our business plans; changes in accounting policies and practices; the inability of key third-party providers to perform their

obligations to us; our ability to attract and retain key personnel; competition in our marketplace; war or terrorist activities; material differences in the actual financial results, cost savings and revenue enhancements associated with our acquisition of First Keystone Financial, Inc. and First Keystone Bank and the acquisition of the Private Wealth Management Group of the Hershey Trust Company; and other factors as described in our securities filings. All forward-looking statements and information set forth herein are based on Management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. The Corporation does not undertake to update forward-looking statements.

For a complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K, as well as any changes in risk factors that we may identify in our quarterly or other reports filed with the SEC.

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