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Exhibit 29
AFFILIATE'S AGREEMENT
-----------------------
Date
Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Plan")
dated the day of , 1997 between South Branch Valley Bancorp, Inc. ("South
Branch") and Capital State Bank, Inc. ("Capital State"), and providing for the
merger of Capital State into a wholly-owned subsidiary of South Branch, Capital
Interim Bank. As a result of the merger, South Branch will acquire all of the
issued and outstanding common stock of Capital State in exchange for shares of
the common stock of South Branch. Capital State will merge into Capital Interim
Bank, a wholly-owned subsidiary chartered to facilitate the merger. Capital
Interim Bank will survive the merger. The undersigned stockholder has been
identified as one who may be an "affiliate" of Capital State for the purposes of
Rule 145 of the Securities Act of 1933, as amended (the "Act"). As a result of
the transactions contemplated by the Plan, the affiliate will receive shares of
South Branch stock. In consideration for the receipt of such shares, the
affiliate represents, warrants and covenants as follows:
(1) Until the expiration of the limitation on the transfer of
the affiliate shares as provided in Rule 145, the affiliate will not sell,
assign or transfer any of the affiliate shares except (a) within the limits and
in accordance with the applicable provisions of Rule 145 or (b) upon receipt by
South Branch of an opinion of counsel, in form and substance satisfactory to
South Branch and its counsel, to the effect that such disposition complies with
the Act.
(2) Until the expiration of the limitation on the transfer of
the affiliate shares as provided in Rule 145(d), each certificate for the
affiliate may bear a restrictive legend in substantially the following form:
The shares represented by this certificate have been issued to
the registered holder as a result of a transaction to which Rule 145
under the Securities Act of 1933, as amended (the "Act") applies.
The shares represented by this certificate may not be sold,
transferred or assigned, and the issuer shall not be required to
give effect to any attempted sale, transfer or assignment, except
pursuant to (i) the Registration Statement then in effect under the
Act, (ii) a transaction permitted by Rule 145 as to which the issuer
has received evidence of compliance with the provisions of Rule 145
reasonably satisfactory to it, or (iii) a transaction which, in the
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opinion of counsel or as described in a "no action" or interpretive
letter from the staff of the Securities and Exchange Commission, in
each case satisfactory in form and substance to the issuer, is
exempt from the registration requirements of the Act.
Very truly yours,
----------------------------------
Accepted this ____ day of _______________, 1997, by:
SOUTH BRANCH VALLEY BANCORP, INC.
By:
---------------------------------
Its:
---------------------------------
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Exhibit 99 (a)
THE CAPITAL STATE BANK, INC.
PROXY FOR 1997 SPECIAL SHAREHOLDERS' MEETING
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of The
Capital State Bank, Inc., Charleston, West Virginia, does hereby nominate
constitute, and appoint ______________________ and ______________________, or
either of them will full power to act alone as the true and lawful attorneys for
the undersigned with full power of substitution for and in the name, place and
stead of the undersigned to vote all the common stock of The Capital State Bank,
Inc., Charleston, West Virginia, standing in the undersigned's name on its books
on __________________ at the _____ Special Meeting of Shareholders to be held at
_______________________________________________________, on ________________,
1997, at __________ a.m. local time or any adjournments thereof, with all the
powers the undersigned would possess if personally present as follows:
1. To approve, ratify and confirm the Agreement and Plan of Merger
dated as of August 6, 1997, among the parties to the Plan of Merger, The Capital
State Bank, Inc. ("Capital State") and Capital Interim Bank, Inc. and South
Branch Valley Bancorp, Inc., ("South Branch"), a West Virginia banking
corporation being chartered by South Branch to facilitate its acquisition of
Capital State, and to approve, ratify and confirm the transaction contemplated
therein.
FOR _____ AGAINST _____ ABSTAIN _____
2. To transact other business that may properly come before the
meeting.
The undersigned acknowledges receipt of the Notice and Proxy
Statement dated _________________, 1997 and hereby revokes all proxies
previously given by the undersigned for said meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED
ABOVE UNLESS OTHERWISE INDICATED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ABOVE PROPOSALS. IF ANY OTHER MATTER SHALL PROPERLY COME BEFORE THE MEETING,
OR ANY ADJOURNMENTS THEREOF, THIS PROXY WILL BE VOTED ON SUCH MATTERS IN
ACCORDANCE WITH THE JUDGMENT OF THE ABOVE PROXIES, BASED UPON THE CONDITIONS
THEN PREVAILING AND ANY RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CAPITAL STATE BANK, INC. AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
PLEASE XXXX, DATE, SIGN AND RETURN IMMEDIATELY. ALL JOINT OWNERS
MUST SIGN.
-----------------------------------
-----------------------------------
Dated: __________________, 1997
When signing as attorney, executor, administrator, trustee or
guardian, please give full title.
If more than one trustee, all should sign.
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Exhibit 99 (b)
SOUTH BRANCH VALLEY BANCORP, INC.
PROXY FOR 1997 SPECIAL SHAREHOLDERS' MEETING
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of South
Branch Valley Bancorp, Inc., Moorefield, West Virginia, does hereby nominate
constitute, and appoint ______________________ and ______________________, or
either of them will full power to act alone as the true and lawful attorneys for
the undersigned with full power of substitution for and in the name, place and
stead of the undersigned to vote all the common stock of South Branch Valley
Bancorp, Inc., Moorefield, West Virginia, standing in the undersigned's name on
its books on ___________________________________ at the
____________________________________________ Special Meeting of Shareholders to
be held at _____________________________________________________________, on
________________, 1997, at __________ a.m. local time or any adjournments
thereof, with all the powers the undersigned would possess if personally present
as follows:
1. To approve, ratify and confirm the issuance of 184,005 shares of
South Branch stock in connection with the acquisition of the Capital State Bank,
Inc. pursuant to Agreement and Plan of Merger dated as of August 6, 1997, among
The Capital State Bank, Inc. ("Capital State") and South Branch Valley Bancorp,
Inc., ("South Branch"), a West Virginia banking corporation being chartered by
South Branch to facilitate its acquisition of Capital State, and to approve,
ratify and confirm the transaction contemplated therein.
FOR _____ AGAINST _____ ABSTAIN _____
2. To approve an amendment to the Articles of Incorporation of South
Branch Valley Bancorp, Inc. to increase its authorized common stock from 600,000
shares at a par value of $2.50 per share to 2,000,000 shares of common stock at
a par value of $2.50 per share.
The undersigned acknowledges receipt of the Notice and Proxy
Statement dated _________________, 1997 and hereby revokes all proxies
previously given by the undersigned for said meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED
ABOVE UNLESS OTHERWISE INDICATED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ABOVE PROPOSALS. IF ANY OTHER MATTER SHALL PROPERLY COME BEFORE THE MEETING,
OR ANY ADJOURNMENTS THEREOF, THIS PROXY WILL BE VOTED ON SUCH MATTERS IN
ACCORDANCE WITH THE JUDGMENT OF THE ABOVE PROXIES, BASED UPON THE CONDITIONS
THEN PREVAILING AND ANY RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SOUTH BRANCH VALLEY BANCORP, INC. AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
PLEASE XXXX, DATE, SIGN AND RETURN IMMEDIATELY. ALL JOINT OWNERS
MUST SIGN.
-----------------------------------
-----------------------------------
Dated: __________________, 1997
When signing as attorney, executor, administrator, trustee or
guardian, please give full title.
If more than one trustee, all should sign.
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