Exhibit 10.2
EXECUTIVE SEVERANCE AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of September, 2003, by and
between XXXXXXXXX COUNTY BANK, a West Virginia corporation (the "Bank") and
XXXXXXX X. LOVING, (the "Executive"), and joined in by Allegheny Bancshares,
Inc. ("Allegheny"), parent of "Bank" who agree as follows:
RECITALS:
A) The Bank considers it essential to the best interests of its
shareholders to xxxxxx the continuous employment of key management
personnel.
B) In this connection, the Bank recognizes that the possibility of a
change in Control may arise and that such possibility, and the
uncertainty which it may raise among management, may result in the
departure or distraction of management personnel to the detriment of
the Bank and its shareholders.
C) Accordingly, the Bank's Board of Directors (the "Board") has
determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of management to
their assigned duties without distraction in circumstances
arising from the possibility of a change in Control. In particular,
the Board believes it important, should the Bank receive a proposal
for transfer of control, that the Executive be able to assess and
advise the board whether such proposal would be in the best
interests of the Bank and its shareholders and to take such other
action regarding such proposal as the Board might determine to be
appropriate, without being influenced by the uncertainties
regarding the Executive's personal situation.
D) In order to encourage the Executive to remain in the Bank's employ,
this Agreement sets forth the severance benefits which the Bank and the
Executive agree will provide both the Bank and the Executive assurances
of an orderly transition in the event of a Change in Control under the
circumstances described below. This Agreement shall be in addition to
the Employment Agreement ("Employment Agreement") of even date
herewith.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:
1) Defined Terms. The definitions of capitalized terms used in this Agreement
are provided in the last section of this Agreement and, if not defined
there, are defined elsewhere in this Agreement.
2
Exhibit 10.2
2) Term of Agreement. This Agreement shall commence on the date hereof and
shall continue in effect until December 31, 2003; provided, however,
that commencing on January 1, 2004 and each January 1 thereafter, the
term of this Agreement shall automatically be extended for one (1)
additional year unless, at least ninety (90) days prior to such January
1st date, the Bank or the Executive shall have given notice that this
Agreement shall not be extended: and provided further, that,
notwithstanding the delivery of any such notice, this Agreement shall
continue in effect for a period of twenty-four (24) months after a
Change in Control, if such change in Control shall have occurred while
this Agreement is in effect. Notwithstanding anything in this Section 2
to the contrary, this Agreement shall terminate if the Executive or the
bank terminates the Executive's employment prior to a Change in Control
of the Bank.
3) Agreement to Provide Services; Right to Terminate.
A) Except as otherwise provided in paragraph (B) below and in the
Executive's Employment Agreement, the Bank or the Executive may
terminate the Executive's employment at any time following a Change in
Control, subject to the Bank's providing the benefits hereinafter
specified in accordance with the terms hereof.
B) In the event a Person makes an offer which, if accepted by the Bank and
subsequently consummated, would constitute a Change in Control, the
Executive agrees that he will not leave the employ of the Bank (other
than as a result of Disability or upon Retirement, as such terms are
hereinafter defined) and will render the services contemplated in the
recitals to this Agreement until such Change in Control offer has been
abandoned or terminated or a change in Control has occurred.
4) Termination following change in Control.
A) If any of the events constituting a Change in Control of the Bank shall
have occurred, the Executive shall be entitled to the benefits provided
in Section 5 hereof upon the termination of the Executive's employment
with the bank within twenty-four (24) months after such Change in
Control, unless such termination is (i) because of the Executive's
death, (ii) by the Bank for Cause or Disability or (iii) by the
Executive other than for Good Reason.
B) Notice of Termination. Any purported termination by the Bank or by the
Executive following a Change in Control shall be communicated by
written Notice of Termination to the other party hereto.
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Exhibit 10.2
5) Severance Upon Termination or During Disability; Other
Agreements.
A) During any period following a Change in Control of the
Bank that the Executive fails to perform his duties as a
result of incapacity due to physical or mental illness,
the Executive shall continue to receive his base salary at
the rate then in effect and any benefits or awards under
any Plans shall continue to accrue during such period, to
the extent not inconsistent with such Plans, until his
employment is terminated pursuant to and in accordance
with Sections 4(B), 15(d) and 15(g) hereof. Thereafter,
the Executive's benefits shall be determined in accordance
with the Plans then in effect.
B) If the Executive's employment is terminated for cause
following a Change in Control of the Bank, the Bank shall
pay to the Executive his base salary through the Date of
Termination at the rate in effect just prior to the time a
Notice of Termination is given plus any benefits or awards
which pursuant to the terms of any Plans have been earned
or become payable, but which have not yet been paid to the
Executive. Thereupon the Bank shall have no further
obligations to the Executive under this Agreement.
C) If, within twenty-four (24) months after a Change in
Control of the Bank has occurred, the Executive's
employment by the Bank is terminated (i) by the Bank other
than for Cause or Disability or (ii) by the Executive for
Good Reason, then the Bank shall pay to the Executive, no
later than the fifth (5th) day following the Date of
Termination, without regard to any contrary provisions of
any Plan, the following:
a) The Executive's base salary through the Date of
Termination at the rate in effect just prior to the time a
Notice of Termination is given plus any benefits or awards
which pursuant to the terms of any Plans have been earned
or become payable, but which have not yet been paid to the
Executive (including amounts which previously had been
deferred at the Executive's request);
b) An amount in cash equal to two and one-half (21/2) times
(a) the higher of (1) the Executive's annual
base salary on the Date of Termination or (2) the Executive's
annual base salary in effect immediately prior to the Change in
Control, plus any benefits or awards which pursuant to
the terms of any Plans which could have been earned and
payable, but which have not yet been paid to the Executive
(including amounts which previously had been deferred at the
Executive's request). For purposes of calculating benefits
or awards, said amount shall be the average amount (s) paid
to Employee based upon the prior three (3) years under said
plans.
4
Exhibit 10.2
For the purposes of this Agreement, the term "base salary" shall
include any amounts deducted by the Bank with respect to the Executive or for
his account pursuant to Sections 125 and 401(k) of the Code.
D) If, within twenty-four (24) months after a Change in Control of the
Bank has occurred, the Executive's employment with the Bank is
terminated (i) by the Bank other than for Cause or Disability, or
(ii) by the executive for Good Reason, then the Bank shall maintain
in full force and effect, for the continued benefit of the
Executive and his dependents for a period terminating on the
earliest of (a) 30 months after the Date of Termination or (b) the
commencement date of equivalent benefits from a new employer,
insured and self-insured employee welfare benefit Plans in
which the executive was entitled to
participate immediately prior to the date of Termination,
provided that the Executive's continued participation is
possible under the general terms and provisions of such plans
(and any applicable funding media) and he continues to pay an
amount equal to the Executive's regular contribution under
such plans for such participation. If neither 30 months after the
Date of Termination the Executive has not previously received, nor
is then receiving, equivalent benefits from a new employer, the
Bank shall offer the Executive continuation of coverage under COBRA
as prescribed under Section 498OB of the Code. At the expiration of
such continuation coverage (or, if COBRA continuation coverage is not
applicable to the Plan, then upon the expiration of the 30 month
period beginning on the Termination date), the Bank
shall arrange, at its sole cost and expense, to enable the Executive
to convert him and his dependents' coverage under such plans to
individual policies and programs upon the same terms as employees
of the bank may apply for such conversions. In the event that the
Executive's participation in any such Plan is barred, the Bank,
at its sole cost and expense, shall arrange to have issued for the
benefit of him and his dependents individual policies of insurance
providing benefits substantially similar (on an
after-tax basis) to those which the Executive otherwise would have
been entitled to receive under such Plans pursuant to this paragraph
(v) or, if such insurance is not available at a reasonable cost to
the Bank, the Bank shall otherwise provide the Executive and his
dependents with equivalent benefits (on an after-tax basis). The
Executive shall not be required to pay any premiums or other charges
in an amount greater than that which he would have paid in order to
participate in such Plans.
E) Except as specifically provided in paragraph (D) above, the amount of
any payment provided for in this Section 5 shall not be reduced, offset
or subject to recovery by the Bank by reason of any compensation earned
by the Executive as the result of employment by another employer after
the Date of Termination , or otherwise.
5
Exhibit 10.2
6) Successors; Binding Agreement.
A) The Bank will seek, by written request at least five (5) business days
prior to the time a Person becomes a Successor, to have such Person, by
agreement in form and substance satisfactory to the Executive, assent to
the fulfillment of the Bank's obligations under this Agreement. Failure of
such Person to furnish such assent by the later of (i) three (3) business
days prior to the time such Person becomes a successor or (ii) two (2)
business days after such Person receives a written request to so assent
shall constitute Good Reason for termination by the Executive of his
employment if a change in Control of the Bank occurs or has occurred.
B) This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal legal representatives, executors, administrators,
successors, heirs, distributes, devisees and delegates. If the Executive
should die while any amount would still be payable to him hereunder if he
had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of the Agreement to the
Executive's devisee, delegate or other designee or, if no such designee
exists, to his estate.
C) For purposes of this Agreement, the Bank shall include any subsidiaries
and any corporation or other entity which is the surviving or continuing
entity in respect of any merger, consolidation or form of business
combination in which the Bank ceases to exist.
7) Fees and Expenses; Mitigation.
A) The Bank shall reimburse the Executive, on a current basis, for all
reasonable legal fees and related expenses incurred by him in
connection with the Agreement following a Change in Control of the
Bank, including without limitation, (i) all such fees and expenses,
if any, incurred in contesting or disputing any termination of the
Executive's employment or (ii) the Executive's seeking to obtain or
enforce any right or benefit provided by this Agreement, in each case
regardless of whether or not his claim is upheld by a court of competent
jurisdiction; provided by this Agreement, provided, however, the
Executive shall be required to repay any such amounts to the Bank to
the extent that a court issues a final and non-appealable order
setting forth the determination that the position taken by him was
frivolous or advanced by him in bad faith.
B) The Executive shall not be required to mitigate the amount of any payment
the Bank becomes obligated to make to him in connection with this
Agreement, by seeking other employment or otherwise.
8) Taxes. Subject to the provisions of Section 5(e), all payments to be made
to the Executive under this Agreement will be subject to required
withholding of federal, state and local income and employment taxes.
6
Exhibit 10.2
9) Survival. The respective obligations of, and benefits afforded to, the
Bank and the Executive provided in Sections 5, 6(B), 7, 8, 12, and 14 of
this Agreement shall survive Termination of this Agreement.
10) Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid and
addressed, in the case of the Bank, to the address set forth on the first
page of this Agreement or, in the case of the undersigned employee, to the
address set forth below his signature, provided that all notices to the
Bank shall be directed to the attention of the Chairman of the Board of
the Bank, with a copy to the Secretary of the Bank, or to such other
address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
11) Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in a
writing signed by the Executive and the Chairman of the Board of the Bank.
No waiver by either party hereto at any time of any breach by the other
party hereto of, or of compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not expressly set forth in this agreement.
12) Governing Law and Venue. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State
of West Virginia. Venue for any proceeding related to the performance or
interpretation of this Agreement, or in any way arising out of this
Agreement, shall be either the state or federal courts for Xxxxxxxxx
County, West Virginia.
13) Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
14) Executive's Commitment. The Executive agrees that subsequent to his period
of employment with the Bank, the Executive will not at any time
communicate or disclose to any unauthorized person, without the written
consent of the Bank, any proprietary processes of the Bank or other
confidential information concerning its business, affairs, products,
suppliers or customers which, if disclosed, would have a material adverse
effect upon the business or operations of the Bank, taken as a whole; it
being understood, however, that the obligations under this Section 14
shall not apply to the extent that the aforesaid matters (i) are disclosed
in circumstances where the Executive is legally required to do so or (ii)
become generally known to, and available for use by, the public otherwise
than by the Executive's wrongful act or omission.
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Exhibit 10.2
15) Joinder. Allegheny Bancshares, Inc. joins into this agreement as
evidence and consent and agrees to employ employee as it's Executive
Vice President and CEO without additional pay and on the terms and
conditions herein and Employment Agreement of even date.
16) Enforceability. This agreement shall serve to replace any previous
Executive Severance Agreements, if any, between Bank and Executive and
shall continue in force, pursuant to the terms and conditions contained
herein, until changed, modified, or replaced.
17) Definitions.
A) Cause. Termination by the Bank of the Executive's employment for
"Cause" shall mean termination upon (i) the failure of Employee
to observe or perform (other than by reason of illness, injury
or incapacity) any of the material terms or provisions of this
Agreement; (ii) the failure of Employee to comply fully with the
lawful directives of the Board of Directors of the Bank (the
"Board"); (iii) willful misconduct; (iv) material neglect of the
business of the Bank; (v) conviction of a felony or
other crime involving moral turpitude; (vi) misappropriation of
funds; or (vii) habitual insobriety or drug addiction. In the case
of a termination for "cause," the notice of termination shall
specify the basis for the Bank's determination of "cause." Any act
or failure to act based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of
counsel for the Bank shall be conclusively presumed to be done,
or omitted to be done, by the Executive's attention to
matters not directly related to the business of the Bank shall not
provide a basis for termination for Cause. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of a
majority of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to the Executive and an
opportunity for him, together with his counsel, to be heard before
the Board), finding that in the good faith opinion of the Board the
Executive was guilty of the conduct set forth above and specifying the
particulars thereof in detail.
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Exhibit 10.2
B) Change in Control. A "change in Control" shall mean:
i) The acquisition by any individual, entity or group (within the
meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of rule
13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either the then outstanding shares of common
stock of the Bank (the "Outstanding Company Common Stock") or the
combined voting power of the then outstanding voting securities of
the Bank entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided, however,
that in no event may the following acquisitions constitute a Change in
Control: (a) any acquisition by the Bank, (b) any acquisition by
any employee benefit plan (or related trust) sponsored or
maintained by the Bank or any corporation controlled by the
Bank, (c) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, the conditions described
in clauses (a), (b) and (c) of paragraph (iii) of this Section are
satisfied, or (d) any sale or other disposition of all or
substantially all of the assets of the Bank, if, following
such sale or other disposition, the conditions described in
(1), (2) and (3) paragraph (iv) of this Section are satisfied; or
ii) Individuals who, on September 30, 2003, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least
a majority of the board, provided that any person becoming a
director subsequent to September 30, 2003, whose election or
nomination for election was approved by a vote of at least two-thirds
(2/3) of the Incumbent Directors then on the Board (either by
specific vote or by approval of the proxy statement of the Employer
in which such person is named as a nominee for director, without
objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual elected or nominated as a
director of the employer initially as a result of an actual or
threatened election contest with respect to directors or an other
actual or threatened solicitation of proxies or consents by
or on behalf of any person other than the Board shall be deemed to
an Incumbent Director.
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Exhibit 10.2
iii) Approval by the shareholders of the Bank of a reorganization, merger
or consolidation, unless, in each case following such
reorganization, merger, or consolidation, (a) more than fifty
percent (50%) of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization,
merger or consolidation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and reorganization,
merger or consolidation in substantially the same proportions as
their ownership immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (b) no Person
(excluding the Bank, any employee benefit plan
(or related trust) of the Bank or a corporation resulting from such
reorganization, merger or consolidation) beneficially owns,
directly or indirectly, forty-nine percent (49%) or more of,
respectively, the then outstanding shares of common stock
of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors, and (c) at
least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for
such reorganization, merger or consolidation; or
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Exhibit 10.2
iv) Approval by the shareholders of the Bank of (a) a complete
liquidation or dissolution of the Bank or (b)
the sale or other disposition of all or substantially all of
the assets of the Bank, other than to a corporation with
respect to which following such sale or other disposition,
(1) more than fifty percent (50%) of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding company
Common Stock and Outstanding company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (2) no Person (excluding the Bank and any
employee benefit plan (or related trust) of the Bank or
such corporation) beneficially owns, directly or indirectly,
forty-nine percent (49%) or more of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of
directors and (3) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition
of assets of the Bank.
C) Code. "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
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Exhibit 10.2
D) Date of Termination. "Date of Termination" following a Change
in Control shall mean (i) if the Executive's employment is to
be terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that the Executive shall not have
returned to the performance of his duties on a full time basis during
such thirty (30) day period), (ii) if the Executive's employment
is to be terminated by the Bank for Cause or by him pursuant to
Sections 6 or 15 (f) hereof or for any other good Reason,
the date specified in the Notice of Termination, (iii) if the
Executive's employment is to be terminated by the Bank for any
reason other than Cause, the date specified in the Notice of
Termination, which in no event shall be a date earlier than
ninety (90) days after the date on which a Notice of Termination
is given, unless an earlier date has been expressly agreed to
by the Executive in writing either in advance of, or after,
receiving such Notice of Termination, or (iv) if the Executive's
employment is terminated on account of his death, the day
after his death. In the case of termination of the
Executive's employment by the Bank for Cause, if he has not previously
expressly agreed in writing to the termination, then within
thirty (30) days after receipt by the Executive of the Notice of
Termination with respect thereto, he may notify the Bank that a
dispute exists concerning the termination, in which event the Date
of Termination shall be the date set either by mutual written
agreement of the parties or by such court having the matter
before it. During the pendency of any such dispute, the Bank will
continue to pay the Executive his full compensation in effect
just prior to the time the Notice of Termination is given and
until the dispute is resolved. However, if such court issues a
final and non-appealable order finding that the Bank had Cause to
terminate the Executive, then he must return all compensation paid to
him after the Date of Termination specified in the Notice of
Termination previously received by him.
E) Disability. Termination by the Bank of the Executive's employment
based on "Disability" shall mean termination because of the Executive's
absence from his duties with the Bank on a full time basis for one
hundred eighty (180) consecutive days as a result of his incapacity due
to physical or mental illness, unless within thirty (30) days after
Notice of Termination (as defined herein) is given to the Executive
following such absence, he shall have returned to the full time
performance of his duties.
F) Good Reason. Termination by the Executive of his employment for
"Good Reason" shall mean termination based on:
i) a determination by the Executive, in his reasonable
judgment, that there has been an adverse change in his status
or position(s) as an executive officer of the Bank as in
effect immediately prior to the change in Control, including,
without limitation, any adverse change in his status or position
as a result of a diminution in his duties or responsibilities
(other than, if applicable, any such change directly
attributable to the fact that the Bank is no longer
privately owned) or the assignment to him of any duties or
responsibilities which are inconsistent with such status or
position(s), or any removal of him from, or any failure to reappoint
or reelect him to, such positions (s) (except in connection
with the termination of his employment for Cause or
Disability or as a result of his death or by him other
than for Good Reason);
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Exhibit 10.2
ii) a material reduction by the Bank in the Executive's base salary as in
effect immediately prior to the Change in Control;
iii) the failure by the Bank to continue in effect any Plan (as
hereinafter defined) in which the Executive is participating
at the time of the Change in Control of the bank (or Plans
providing the Executive with at least substantially similar
benefits) other than as a result of the normal expiration of any
such Plan in accordance with its terms as in effect at the time of
the Change in Control, or the taking of any action, or the
failure to act, by the Bank which would adversely affect the
Executive's continued participation in any of such Plans
on at least as favorable a basis to the
Executive as is the case on the date of the Change in Control
or which would materially reduce his benefits in the future
under such Plans or deprive him of any material benefit enjoyed by
him at the time of the Change in Control;
iv) the failure by the bank to provide and credit the Executive with the
number of paid vacation days to which the Executive is then entitled in
accordance with the Bank's normal vacation policy as in effect
immediately prior to the Change in Control;
v) The Bank's requiring the Executive to be based at any office that is
greater than thirty (30) miles from where his office is located
immediately prior to the Change in Control except for required travel
on the Bank's business to an extent substantially consistent with the
business travel obligations which he undertook on behalf of the Bank
prior to the Change in Control;
vi) the failure by the Bank to obtain from any Successor (as defined
herein) the assent to this Agreement contemplated by Section 6 hereof;
vii) Any refusal by the bank to continue to allow the Executive to attend to
matters or engage in activities not directly related to the business of
the Bank which, prior to the Change in Control, the Executive was
permitted by the Board to attend to or engage in.
G) Notice of Termination. "Notice of Termination" shall mean a notice
which shall indicate the specific termination provision in this
Agreement relied upon.
H) Plan. "Plan" shall mean any compensation plan, or employee benefit plan
such as a pension, profit sharing, medical, disability, accident, life
insurance plan or any other plan, program or policy of the bank
intended to benefit employees.
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Exhibit 10.2
I) Retirement. "Retirement" shall mean a termination of the Executive's
employment by the Executive on or after he has reached age sixty-five
(65) and has completed at least five (5) years of service for the Bank
(including any service for a predecessor of the Bank where such prior
service is recognized by the Bank for the purpose of awarding other
benefits).
J) Successor. "Successor" shall mean any Person that succeeds to, or has
the practical ability to control (either immediately or with the
passage of time), the Bank's business, directly by merger or
consolidation, or indirectly, by purchase of the outstanding Voting
Securities or otherwise.
K) Years of Service. "Years of Service" shall be defined as a twelve (12)
consecutive month period in while the Executive has at least one
thousand (1,000) hours of service with the Bank.
IN WITNESS WHEREOF, the Bank and Allegheny has caused this instrument
to be signed in its name and on its behalf; and
WITNESS the following signatures and seals.
Xxxxxxxxx County Bank,
a West Virginia Corporation
By ______________________________
President
By ______________________________
Chairman of the Board
Allegheny Bancshares, Inc.
By: _____________________________
President
By: _____________________________
Chairman of the Board
By: _____________________________
Executive Xxxxxxx X. Xxxxxx, Xx., CLBB
