AMENDED AND RESTATED TRUST AGREEMENT among VISION BANCSHARES, INC., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 5, 2005, among (i) Vision Bancshares, Inc., an Alabama corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) William E. Blackmon, an individual, Matthew Ivers, an individual, and Siri Albright, an individual, each of whose address is c/o Vision Bancshares, Inc., P.O. Box 4649, Gulf Shores, Alabama 36547, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
JUNIOR SUBORDINATED INDENTURE between VISION BANCSHARES, INC. and WILMINGTON TRUST COMPANY, as TrusteeVision Bancshares Inc • March 30th, 2006 • Savings institution, federally chartered • New York
JUNIOR SUBORDINATED INDENTURE, dated as of December 5, 2005, between VISION BANCSHARES, INC., an Alabama corporation (the “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).
GUARANTEE AGREEMENT BETWEEN Vision Bancshares, Inc., AS GUARANTOR, AND Wilmington Trust Company, AS GUARANTEE TRUSTEE DATED AS OF DECEMBER 5, 2005 Vision Bancshares Trust IGuarantee Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • New York
GUARANTEE AGREEMENT, dated as of December 5, 2005, executed and delivered by VISION BANCSHARES, INC., an Alabama corporation (the “Guarantor”) having its principal office at P.O. Box 4649, Gulf Shores, Alabama 36547, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Vision Bancshares Trust I, a Delaware statutory trust (the “Issuer”).
PLACEMENT AGREEMENT among VISION BANCSHARES, INC., Vision Bancshares Trust I and CREDIT SUISSE FIRST BOSTON LLCPlacement Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered • New York
Vision Bancshares, Inc., an Alabama corporation (the “Company”), and its financing subsidiary, Vision Bancshares Trust I, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agent (the “Placement Agent”), as follows:
STOCK OPTION AGREEMENT PURSUANT TO THE VISION BANCSHARES, INC. DIRECTOR STOCK PLANStock Option Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered
This STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , by and between Vision Bancshares, Inc., an Alabama corporation (the “Company”), and (“Director”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE VISION BANCSHARES, INC. INCENTIVE STOCK COMPENSATION PLANIncentive Stock Option Agreement • March 30th, 2006 • Vision Bancshares Inc • Savings institution, federally chartered
The Company has determined that it is in the best interests of the Company and its shareholders to encourage ownership in the Company by qualified employees of the Company thereby providing additional incentive for them to continue in the employ of the Company or its affiliates. To that end, an Incentive Stock Option is granted by the Board of Directors to Employee pursuant, and subject to, the Company’s Incentive Stock Compensation Plan (“the Plan”) in the following terms and conditions:
