AGREEMENT OF CONSOLIDATION BETWEEN UNITED BANK & TRUST AND UNITED BANK & TRUST - WASHTENAW
EXHIBIT
2.1
AGREEMENT
OF CONSOLIDATION
BETWEEN
UNITED
BANK & TRUST
AND
UNITED
BANK & TRUST - WASHTENAW
THIS
AGREEMENT OF CONSOLIDATION ("Agreement") is dated as of
January 14, 2010, and is made by and between United Bank & Trust, ("UB&T") and United Bank
& Trust – Washtenaw ("UB&T-W").
RECITALS:
UB&T is a Michigan state-chartered
bank duly organized and existing under the laws of the State of Michigan, having
its main office at 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, and
having an authorized capital stock consisting of 600,000 shares of common stock,
par value $10.00 per share, and are issued and outstanding and owned by United
Bancorp, Inc. ("UBI")
and entitled to vote on the consolidation of UB&T-W with and into UB&T
(the "Consolidation")
provided for in this Agreement.
UB&T-W
is a Michigan state-chartered bank duly organized and existing under the laws of
the State of Michigan, having its main office at 0000 Xxxxx Xxxxx Xxxxxx, Xxx
Xxxxx, Xxxxxxxx 00000, and having an authorized capital stock consisting of
2,000 shares of common stock, par value $1,000 per share, and are issued and
outstanding and owned by UBI and entitled to vote on the Consolidation provided
for in this Agreement.
Pursuant
to Section 3701 of the Michigan Banking Code of 1999, as amended (the "Banking Code"), at least a
majority of the respective directors of UB&T and UB&T-W have entered
into and signed this Agreement. Such directors believe it advisable
and in the best interests of the respective banks and their sole shareholder,
UBI, that UB&T-W consolidate with and into UB&T in the manner and upon
the terms and conditions set forth in this Agreement and with the effect
provided by and pursuant to the applicable provisions of the Banking
Code.
For and
in consideration of the mutual agreements, covenants and provisions contained in
this Agreement, the parties agree:
1. Corporate Existence of
Consolidated Bank
A. At the
effective time of the Consolidation, the corporate existence of each of UB&T
and UB&T-W will be merged into and continued in UB&T (also referred to
as the "Consolidated
Bank"). To the extent authorized by the Banking Code, the Consolidated
Bank will possess all the rights, interests, privileges, powers, and franchises
and will be subject to all the restrictions, disabilities, liabilities, and
duties of each of UB&T and UB&T-W. The title to all property, real,
personal, and mixed, will be transferred to the Consolidated Bank, and shall not
revert or be in any way impaired by reason of the Banking Code.
B. At the
effective time of the Consolidation, the Consolidated Bank will hold and enjoy
the same and all rights of property, franchises, and interests,
including
appointments,
designations, and nominations and all other rights and interests as a fiduciary,
in the same manner and to the same extent as those rights and interests were
held or enjoyed by each of UB&T and UB&T-W at the effective time of the
Consolidation. If UB&T or UB&T-W at the effective time of Consolidation
is acting under appointment of any court as a fiduciary, the Consolidated Bank
is subject to removal by a court of competent jurisdiction.
2. Articles and Bylaws of
Consolidated Bank
The
Articles of Incorporation and Bylaws of UB&T as they exist immediately
before the effective time of the Consolidation will be and will remain the
Articles of Incorporation and Bylaws of the Consolidated Bank until amended as
therein provided or as provided by law.
3. Offices
Subject
to the receipt of all applicable federal and state regulatory approvals, on and
following the effective time of the Consolidation, the main office of UB&T-W
at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxx 00000 will be the main office of
UB&T. If all applicable federal and state regulatory approvals
are not received, on and following the effective time of the Consolidation, the
main office of UB&T at 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000
will be the main office of UB&T. The remaining branch offices of
UB&T-W will become branches of UB&T. On and following the
effective time of the Consolidation, UB&T will operate the banking offices
listed on attached Schedule
A.
4. Board of Directors and
Executive Officers of the Consolidated Bank
A. The board
of directors of the Consolidated Bank will consist of the individuals listed on
Schedule
B.
B. The
executive officers of the Consolidated Bank will be the individuals listed on
Schedule
C.
5. Capital
Stock
A. Each
outstanding share of common stock of UB&T, par value $10.00 per share, will
remain outstanding as one share of common stock of the Consolidated Bank
following the effective time of the Consolidation, and UBI, as the holder of the
stock, will retain all of its rights in and to the stock. Following
the effective time of the Consolidation, the capital, surplus and undivided
profits of UB&T will continue to be the capital, surplus and undivided
profits of the Consolidated Bank.
B. On
and after the effective time of the Consolidation, all issued and outstanding
shares of the capital stock of UB&T-W will be cancelled. UBI, as
sole shareholder of UB&T-W, will not receive any compensation for its
cancelled shares of UB&T-W. The capital, surplus and undivided
profits of UB&T-W will become additional capital, surplus and undivided
profits of the Consolidated Bank.
2
6. Conditions Precedent to
Consolidation
The
Consolidation will not take effect unless and until each of the following
conditions precedent have been satisfied or, where satisfaction of a condition
precedent is not required by the Banking Code or other applicable law, it has
been waived by mutual agreement of UB&T and UB&T-W:
A. This
Agreement must have been signed by not less than a majority of each
consolidating bank's directors.
B. This
Agreement must have been adopted by UBI, the sole shareholder of UB&T and
UB&T-W, in the manner provided by the Banking Code.
C. This
Agreement and the Consolidation must have received the approvals,
certifications, or other favorable action from the Michigan Office of Financial
and Insurance Regulation, the Federal Deposit Insurance Corporation, and any
other regulatory approvals as may be required by law, and each such approval
must have become final and must not be the subject of any administrative review,
waiting period, appeal, or litigation.
7. Abandonment of
Agreement
Upon the
direction of the sole shareholder, UBI, to the board of directors of UB&T or
UB&T-W or both, this Agreement may be abandoned by the board of directors of
UB&T or UB&T-W or both at any time before the effective time of the
Consolidation, in which event this Agreement will become void and of no effect
and there will be no liability on the part of either UB&T or UB&T-W or
any of their directors, officers, or shareholders.
8. Effective Time of the
Consolidation
The
Consolidation will become effective, if not previously abandoned, at the time
specified in the certificate of the Michigan Office of Financial and Insurance
Regulation approving the Consolidation.
9. Amendment
Subject
to applicable law, this Agreement may be amended, modified or supplemented only
by written agreement of UB&T and UB&T-W, executed by their respective
Presidents, at any time before the effective time of the
Consolidation.
3
10. Execution of
Counterparts
This
Agreement may be executed in one or more counterparts and each such fully
executed counterpart will be deemed to be an original instrument.
11. Regulatory
Filings. The officers of UB&T are authorized and directed
to file, and are authorized to pay all filing fees and incur expenses in
connection with, all applications and other filings with the Michigan Office of
Financial and Insurance Regulation, the Federal Deposit Insurance Corporation,
and any other regulatory agency as may be required by law, in order to receive
all approvals, certifications, or other favorable action from such regulatory
agencies in connection with the Consolidation.
[Signature
page follows]
4
This
Agreement of Consolidation has been signed by at least a majority of the
directors of each of UB&T and UB&T-W as of the date first written
above.
DIRECTORS
OF UNITED BANK & TRUST:
|
/s/
Xxxxx Xxxxx
|
/s/
Xxx Xxxxxxxx Xxxxxx
|
|
|
Xxxxx
Xxxxx
/s/
Xxxxx X. Xxxxxx
|
Xxx
Xxxxxxxx Xxxxxx
/s/
Xxxxxxx X. Xxxxxx
|
|
|
Xxxxx
X. Xxxxxx
/s/
Xxxxxxxxx X. Xxxxx
|
Xxxxxxx
X. Xxxxxx
/s/
Xxxxx X. Xxxxxx
|
|
|
Xxxxxxxxx
X. Xxxxx
/s/
Xxxxx X. Xxxxx
|
Xxxxx
X. Xxxxxx
/s/
X.X. Xxxxxx
|
|
|
Xxxxx
X. Xxxxx
/s/
Xxxx X. Xxxx
|
X.X.
Xxxxxx
/s/
Xxxxx X. Xxxxxxx
|
|
|
Xxxx
X. Xxxx
/s/
Xxxxx X. Xxxxxxx
|
Xxxxx
X. Xxxxxxx
/s/
Xxxxxx X. Xxxxxxxx
|
|
|
Xxxxx
X. Xxxxxxx
/s/
Xxxxx X. Xxxx
|
Xxxxxx
X. Xxxxxxxx
|
|
|
Xxxxx
X. Xxxx
|
5
DIRECTORS
OF UNITED BANK & TRUST - WASHTENAW:
|
/s/
Xxxxx X. Xxxx
|
/s/
Xxxxxx X. Xxxx
|
|
|
Xxxxx
X. Xxxx
/s/
Xxxxxx X. Xxxxxx
|
Xxxxxx
X. Xxxx
/s/
Xxxxxx X. X'Xxxxx
|
|
|
Xxxxxx
X. Xxxxxx
/s/
Xxxxx X. Xxxxx
|
Xxxxxx
X. X'Xxxxx
/s/
Xxxxx X. Xxxxx
|
|
|
Xxxxx
X. Xxxxx
/s/
Xxxxxx X. Xxxxxxx
|
Xxxxx
X. Xxxxx
|
|
|
Xxxxxx
X. Xxxxxxx
/s/
Xxxx X. Xxxxx
|
Xxxx
X. Saginaw
/s/
Xxxxx X. Xxxxxxxxx
|
|
|
Xxxx
X. Xxxxx
/s/
Xxxxxxxx X. Xxxxxx
|
Xxxxx
X. Xxxxxxxxx
|
|
|
Xxxxxxxx
X. Xxxxxx
/s/
Xxxxxx X. Xxxxxxx
|
Xxxxxxx
X. Xxxxxxxx
|
|
|
Xxxxxx
X. Xxxxxxx
/s/
Xxxxx Xxxxxxxx
|
Xxxxx
X. Xxxxxxxx
/s/
Xxxxxxxxx X. Xxxxx
|
|
|
Xxxxx
Xxxxxxxx
/s/
Xxx X. Xxxxxxxxx
|
Xxxxxxxxx
X. Xxxxx
|
|
|
Xxx
X. Xxxxxxxxx
|
6
SCHEDULE
A
BANKING
OFFICES
|
Main Xxxxxx
0000
X. Xxxxx Xx.
Xxx
Xxxxx, XX 00000*
|
|
|
Branch Offices
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
0000
Xxxxx Xxxxxx Xxxxxxx
Xxxxxx,
Xxxxxxxx 00000
0000
Xxxx Xxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
000
Xxxxxxxxx Xxxxxx (XXX xxxx)
Xxxxxx,
Xxxxxxxx 00000
000
Xxxxx Xxxx Xxxx
Xxx
Xxxxx, XX 00000
000
Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
00000
Xxxxxxxx-Xxxxxxx Xxxx
Xxxxxxx,
Xxxxxxxx 00000
000
Xxxxx Xxxxxx (ATM only)
Xxxxxxxxx,
Xxxxxxxx 00000
0000
Xxxxxx-Xxx Xxxxx Xxxx
Xxxxxx,
Xxxxxxxx 00000
000
Xxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
|
000
Xxxx Xxxx Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
000
Xxxx Xxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
000
Xxxxxxx Xxxx
Xxxxxxx
Xxxxx, Xxxxxxxx 00000
0000
Xxxx Xxxx Xxxxxx
Xxxxxxx,
Xxxxxxxx 00000
000
Xxxxx Xxxxx
Xxxxxx,
Xxxxxxxx 00000
000
Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx,
Xxxxxxxx 00000
0000
Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx,
Xxxxxxxx 00000
000
Xxxx Xxxxxxxxxxxx Xxxxxx (ATM only)
Xxxxxxxx,
Xxxxxxxx 00000
000
Xxxxx Xxxxx Xxxxxx (ATM only)
Xxxxxxxx,
Xxxxxxxx 00000
|
* Subject
to receipt of all applicable federal and state regulatory
approvals. If all applicable federal and state regulatory approvals
are not received, on and following the effective time of the Consolidation, the
main office of UB&T at 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxx 00000
will be the main office of UB&T.
7
SCHEDULE
B
BOARD OF
DIRECTORS
Xxxxxxxxx
X. Xxxxx
Xxxxx X.
Xxxx
Xxxxx X.
Xxxxx
Xxxxxx X.
Xxxxxxx
Xxxx X.
Xxxx
Xxxxxx X.
Xxxxxxx
Xxxxx X.
Xxxxxxx (Chairman of the Board)
Xxxxx X.
Xxxxxx
X.X.
Xxxxxx*
Xxxxx X.
Xxxxxxx*
Xxx X.
Xxxxxxxxx
*Term
ends April 2010
8
SCHEDULE
C
EXECUTIVE
OFFICERS
Xxxxxx X.
Xxxxxxx – Chief Executive Officer
Xxxx X.
Xxxxx – President, Washtenaw Community President
Xxxxxx X.
Xxxxxxxx – Lenawee Community President
Xxxxxx X.
Xxxx – Executive Vice President, Chief Financial Officer, Secretary,
Treasurer
Xxxx X.
Xxxxxxx – Executive Vice President, Wealth Management
Xxxxx X.
Xxxxxx – Executive Vice President, Mortgage
Xxxxx X.
Xxxxx – Executive Vice President & Chief Experience Officer
Xxxxxx X.
Xxxxxx – Senior Vice President, Human Resources
Xxxxxxx
Xxxxxx – Executive Vice President
9
OFFICER'S
CERTIFICATE
I, Xxxxxx
X. Xxxxxxxx, President of United Bank & Trust, certify that this Agreement
of Consolidation, after having been signed by or on behalf of at least a
majority of the directors of this bank, was adopted by this bank's sole
shareholder, United Bancorp, Inc.
_/s/ Xxxxxx X.
Williams_________________________
Xxxxxx X. Xxxxxxxx
President
OFFICER'S
CERTIFICATE
I, Xxxx X. Xxxxx, President of United
Bank & Trust - Washtenaw, certify that this Agreement of Consolidation,
after having been signed by or on behalf of at least a majority of the directors
of this bank, was adopted by this bank's sole shareholder, United Bancorp,
Inc.
_/s/ Xxxx X.
Clark____________________________
Xxxx X.
Xxxxx
President
