EXHIBIT 10.10
AMENDED ENGAGEMENT LETTER AMENDMENT AGREEMENT
THIS AGREEMENT, made this 30th day of November, 2001, by and between
MCCAMIC & MCCAMIC, a general partnership (hereinafter called "Law Firm"), party
of the first part, AMERICAN BANCORPORATION, an Ohio corporation, with its office
and principal place of business located in St. Xxxxxxxxxxx, Ohio (hereinafter
called "American"), party of the second part, and WESBANCO, INC., a West
Virginia corporation, with its office and principal place of business located in
Wheeling, West Virginia (hereinafter called "Wesbanco"), party of the third
part.
WHEREAS, American and the Law Firm heretofore entered into a certain
Engagement Letter dated October 10, 2000 (hereinafter called "Engagement
Letter") providing for the payment of a certain retainer fee, together with
certain hourly rates for services rendered by the Law Firm to American, and
WHEREAS, American and Wesbanco have heretofore entered into a certain
Agreement and Plan of Merger dated the 22nd day of February, 2001, whereby
American shall be merged with and into a wholly owned subsidiary of Wesbanco and
American's operating subsidiaries will be merged with and into various operating
subsidiaries of Wesbanco, and
WHEREAS, the parties desire to amend said Engagement Letter effective
as of the date of consummation of the aforesaid mergers and the parties desire
to memorialize said amendments in accordance with terms and conditions of this
Agreement, and
WHEREAS, the parties hereto entered into an Amendment Agreement dated
the 22nd day of February, 2001 which the parties hereby revoke and substitute
the following therefore.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That for and in
consideration of the mutual promises and covenants hereinafter contained, the
parties hereto do hereby agree as follows:
1. The Engagement Letter currently provides for a monthly retainer fee
of Twenty-five Thousand Dollars ($25,000.00), plus expenses, to be paid to the
Law Firm for the services provided to American by Xxxxxx X. XxXxxxx. Effective
as of the date of merger of American pursuant to said Agreement and Plan of
Merger, said retainer fee shall be reduced to an amount of Six Thousand Dollars
($6,000.00) per month whereby the said firm shall continue to provide legal
services to the resulting corporation. The parties hereby acknowledge and agree
that said payments shall continue for a term of six (6) years after said merger,
with payments of Six Thousand Dollars ($6,000.00) per month as a minimum
retainer for services to be provided by the firm.
2. All other terms and conditions of said Engagement Letter, including
the hourly rates therein set forth for miscellaneous work, together with the
rates to be provided for the title work requested by the resulting financial
institution, shall continue in full force and effect.
3. The parties hereto agree that the hourly rate charges therein
reflected may be reviewed annually as of the first day of each calendar year
during the term of this Agreement, and the parties shall mutually agree upon an
hourly rate for the work to be performed thereunder.
4. Consistent with the above provisions, the term of this Agreement
shall extend for a period of six (6) years from and after the date of said
merger. This Agreement may be assigned by the parties hereto upon prior written
notice to each party.
5. So long as a member of said firm continues to serve on the Board of
Directors of Wesbanco or any of its affiliated companies, the firm shall be
permitted to maintain
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hospitalization insurance for its employees through Wesbanco's hospitalization
insurance program upon payment of the premiums for such coverage at the rate,
from time to time in effect, for such coverage considering both the employer and
the employee cost therefor.
WITNESS the following signatures:
MCCAMIC & MCCAMIC
By /s/ XXXX XXXXXXX
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Its Managing Partner
AMERICAN BANCORPORATION
By /s/ XXXXX X. XXXXXXXX
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Its President
WESBANCO, INC.
By /s/ XXXX X. XXXXXXX
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Its President
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