Exhibit #10.1
Agreement to Merge
between
Wheeling National Bank
and
Columbus National Bank
under the charter of
Wheeling National Bank
under the title of
Wheeling National Bank
This agreement made between Wheeling National Bank (hereinafter referred to as
"Wheeling"), a banking association organized under the laws of the United
States, being located at 000 Xxxx Xxxx Xxxxxx, Xx. Xxxxxxxxxxx, xxxxxx of
Belmont, in the state of Ohio, with a capital of $15,669,632, divided into
247,855 shares of common stock, each of $10.00, surplus of $10.05, and undivided
profits, including capital reserves, of $10,700,682, as of June 30, 1995 and
Columbus National Bank (hereinafter referred to as "Columbus"), a banking
association organized under the laws of the United States, being located at 000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, county of Guernsey, in the state of Ohio, with a
capital of $9,661,238, divided into 40,000 shares of common stock, each of
$30.00, surplus of $78.75, and undivided profits, including capital reserves, of
$5,311,238, as of June 30, 1995, each acting pursuant to a resolution of its
board of directors, adopted by the vote of a majority of its directors, pursuant
to the authority given by and in accordance with the provisions of the Act of
November 7, 1918, as amended (12 U.S.C. 215(a)), witnessed as follows:
Section 1.
Columbus shall be merged into Wheeling under the charter of the latter.
Section 2.
The name of the receiving association (hereinafter referred to as the
"association") shall be Wheeling National Bank.
Section 3.
The business of the association shall be that of a national banking association.
This business shall be conducted by the association at its main office which
shall be located at 000 Xxxx Xxxx Xxxxxx, Xx. Xxxxxxxxxxx, Xxxx, and at its
legally established branches.
Section 4.
The amount of capital stock of the association shall be $2,478,550, divided into
247,855 shares of common stock, each of $10.00 par value, and at the time the
merger shall become effective, the association shall have a surplus of
$6,840,400, and undivided profits, including capital reserves, which when
combined with the capital and surplus will be equal to the combined capital
structures of the merging banks as stated in the preamble of this agreement,
adjusted however, for normal earnings and expenses between June 30, 1995, and
the effective time of the merger.
Section 5.
All assets as they exist at the effective time of the merger shall pass to and
vest in the association without any conveyance or other transfer. The
association shall be responsible for all of the liabilities of every kind and
description, including liabilities arising from the operation of a trust
department, of each of the merging banks existing as of the effective time of
the merger.
Section 6.
The capital stock of both Wheeling and Columbus is 100% held by American
Bancorporation. The outstanding 40,000 shares of Columbus common stock shall be
surrendered and cancelled. The capital stock of the Association shall consist of
the presently outstanding 247,855 shares of common stock of Wheeling, each of
$10 par value and the holders of it shall retain their present rights.
Section 7.
The present board of directors of Wheeling and Columbus shall continue to serve
as the board of directors of the association until the next annual meeting or
until such time as their successors have been elected and have qualified.
Section 8.
Effective as of the time this merger shall become effective as specified in the
merger approval to be issued by the Comptroller of the Currency, the articles of
association of Wheeling National Bank shall survive the merger.
Section 9.
This agreement may be terminated by the mutual consent of the board of directors
any time preceding the closing of the merger.
Section 10.
This agreement shall be ratified and confirmed by the unanimous consent of the
board of directors of American Bancorporation, sole shareholder and holding
company of both Wheeling and Columbus, and the merger shall become effective at
the time specified in a merger approval to be issued by the Comptroller of the
Currency of the United States.
WITNESS, the signatures of said merging banks this 30th day of October , 1995,
each set by its president or a vice president and attested to by its secretary ,
pursuant to a resolution of its board of directors, acting by a majority.
Attest: Wheeling National Bank
By /s/ Xxxx X. Xxxxxxx
President
/s/ Xxxxxx X. Xxxxxx
Secretary
(Seal of Bank)
Attest: Columbus National Bank
By /s/ Xxxx X. Wait
President
/s/ Xxxx X. Xxxxxx
Secretary
(Seal of Bank)
STATE OF West Virginia )
)ss:
COUNTY OF Ohio )
On this 30th day of October , 1995, before me, a notary public for this state
and county, personally came Xxxx X. Xxxxxxx , as president, and Xxxxxx X. Xxxxxx
, as secretary, of Wheeling National Bank , and each in his/her capacity
acknowledged this instrument to be the act and deed of the association and the
seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
/s/ Xxxxx X. Xxxxx
(Seal of Notary) Notary Public, Ohio County.
My commission expires Oct. 26, 2004
STATE OF Ohio )
)ss:
COUNTY OF Franklin )
On this 30th day of October , 1995, before me, a notary public for this state
and county, personally came Xxxx X. Wait , as president, and Xxxx X. Xxxxxx
, as secretary, of Columbus National Bank , and each in his/her capacity
acknowledged this instrument to be the act and deed of the association and
the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
/s/ Xxxx Xxx Xxxxxxxxx
(Seal of Notary) Notary Public,Franklin County.
My commission expires June 13, 1999
