SUBSIDIARY AGREEMENT AND
PLAN OF MERGER
SUBSIDIARY AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as
of this 8th day of February, 1996, by and between United Security Bank, an
Alabama banking corporation (the "Bank") and a wholly owned subsidiary of United
Security Bancshares, Inc., an Alabama corporation ("USB"), and Brent Banking
Company, an Alabama banking corporation ("Brent").
W I T N E S S E T H:
WHEREAS, Brent and USB have previously entered into that certain
Agreement and Plan of Share Exchange dated as of January 15, 1996 (the "Share
Exchange Agreement"), pursuant to which USB will acquire by operation of law all
of the issued and outstanding capital stock of Brent (the "Share Exchange");
WHEREAS, the Boards of Directors of the Bank and Brent have approved,
and deem it advisable to consummate, the transactions provided for herein
pursuant to which Brent will merge with and into the Bank, subject to and
immediately following the consummation of the Share Exchange; and
WHEREAS, the parties to this Agreement contemplate that the
transactions set forth herein shall qualify pursuant to Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement
constitutes a plan of reorganization pursuant to Section 368 of the Code.
NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth herein and in the Share Exchange Agreement,
the parties hereto agree as follows:
ARTICLE I
THE MERGER
1.1 Merger. (a) Subject to the provisions hereof, Brent shall be
merged with and into the Bank (the "Merger") under the charter of the Bank, and
the Bank shall be the surviving corporation (sometimes hereinafter referred to
as the "Corporation" when reference is made to it after the Effective Time of
the Merger (as defined below)). The name of the surviving corporation shall be
United Security Bank, and the business of the Corporation shall be that of a
state banking corporation. This business shall be conducted by the Corporation
at its main office, which shall be located in Thomasville, Alabama and at its
legally established branches. The address of the main office and of such
branches existing as of the Effective Time of the Merger is set forth in Annex A
hereto.
(b) The Merger shall occur immediately following the
consummation of the Share Exchange (the "Effective Time of the Merger"), or at
such other date and time as Brent and the Bank may mutually designate.
1.2 Effect of Merger. At the Effective Time of the Merger, Brent
shall be merged with and into the Bank and the separate existence of Brent shall
cease. All of the shares of capital stock of Brent issued and outstanding as of
the Effective Time of the Merger, and all rights in respect thereof, shall be
canceled. The shares of capital stock of the Bank outstanding immediately prior
to consummation of the Merger shall constitute the only outstanding shares of
capital stock of the Corporation following consummation of the Merger.
1.3 Conveyance. All assets of the Bank and Brent as they exist at
the Effective Time of the Merger shall pass to and vest in the Corporation
without any conveyance or other transfer. The Corporation shall be responsible
for all the liabilities of every kind and description of each of Brent and the
Bank existing as of the Effective Time of the Merger.
1.4 Board of Directors; Articles of Incorporation; Bylaws. The
present Board of Directors of the Bank shall continue to serve as the Board of
Directors of the Corporation until the next annual meeting or until such time as
their successors have been elected and have qualified. The number, names and
residence addresses, and the terms of the members of the Board of Directors, are
set forth in Annex B hereto. Effective as of the time this Merger shall become
effective, the Articles of Incorporation and the Bylaws of the Corporation shall
be the Articles of Incorporation and Bylaws of the Bank as in effect immediately
prior to the Merger.
ARTICLE II
CAPITALIZATION
2.1 Capitalization of the Bank. As of the date hereof, the
authorized capital stock of the Bank consists of 25,000 shares of common stock,
par value $1.00 per share, all of which are issued and outstanding and none of
which is held in the treasury of the Bank.
2.2. Capitalization of Brent. As of the date hereof, the authorized
capital stock of Brent consists of 4,000 shares of common stock, par value
$100.00 per share, 4,000 shares of which are issued and outstanding and none of
which is held in the treasury of Brent.
ARTICLE III
COVENANTS
3.1 Covenants of the Bank and Brent. During the period from the
date of this Agreement and continuing until the Effective Time of the Merger,
each of the parties hereto agrees to observe and perform all agreements and
covenants in the Share Exchange Agreement that pertain or are applicable to the
Bank and Brent, respectively. Each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, subject to and in accordance with the applicable provisions of
the Share Exchange Agreement.
3.2 Certain Indemnification of Brent. USB and Brent have agreed
in the Share Exchange Agreement that USB and Bank have no obligation to
indemnify, defend or hold harmless Brent or any of its officers, directors,
employees or agents against any losses, expenses, claims, damages or liabilities
of any nature whatsoever. In order to consummate the Merger contemplated by this
Agreement immediately after the Share Exchange contemplated by the Share
Exchange Agreement, USB has requested Brent to execute this Agreement, and
Brent has determined to execute this Agreement, provided that USB provide the
indemnification described in this paragraph. USB and Bank shall indemnify,
defend and hold harmless Brent, and its officers, directors, employees and
agents (collectively, the "Indemnitees") from and against any and all claims,
demands, actions, or causes of action, that are asserted against any Indemnitee
by any person if the claim, demand, action, or cause of action: (i) is caused
directly and solely by the execution of this Agreement by Brent (and not in any
way related to, arising out of, or caused by the Share Exchange Agreement or the
transactions contemplated thereby); and (ii) arises during the period between
the date of execution of this Agreement and the Effective Time of the Merger.
ARTICLE IV
CONDITIONS PRECEDENT
4.1 Conditions to Each Party's Obligation to Effect the Merger.
The respective obligations of each party to effect the Merger shall be subject
to the satisfaction prior to the Effective Time of the Merger of the following
conditions:
(a) Effective Time of the Share Exchange. The Effective Time
(as defined in the Share Exchange Agreement) of the Share Exchange shall have
occurred.
(b) No Injunctions or Restraints; Illegality. No temporary
restraining order, preliminary or permanent injunction or other order issued by
any court of competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the Merger shall be in effect. There shall not
be any action taken, or any statute, rule, regulation or order enacted, enforced
or deemed applicable to the Merger, which makes the consummation of the Merger
illegal as of the Effective Time of the Merger.
(c) Shareholder Approval. The shareholders of Brent and the
sole shareholder of the Bank each shall have voted affirmatively to approve the
Merger by a vote of not less than a majority of the outstanding voting stock of
Brent and the Bank, respectively.
(d) Other Approvals. All requisite regulatory approvals
relating to the Merger shall have been obtained and continue to be in full force
and effect, and all waiting and notice periods under applicable law shall have
expired.
ARTICLE V
TERMINATION AND AMENDMENT
5.1 Termination. This Agreement shall be terminated immediately
and without any action on the part of the Bank or Brent upon any termination of
the Share Exchange Agreement.
5.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 5.1, this Agreement shall forthwith become void
and of no effect.
5.3 Amendment. This Agreement may be amended by the parties
hereto, by action taken or authorized by their respective Boards of Directors.
This Agreement may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.
ARTICLE VI
GENERAL PROVISIONS
6.1 Nonsurvival of Agreements. None of the agreements in this
Agreement or in any instrument delivered pursuant to this Agreement, including,
without limitation, Section 3.2 hereof, shall survive the Effective Time of the
Merger.
6.2 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied
(with confirmation) or mailed by registered or certified mail (return receipt
requested) to the Bank or Brent, respectively, at the addresses for notices to
USB or Brent, respectively, as set forth in the Share Exchange Agreement, with
copies to the persons referred to therein.
6.3 Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless other-
wise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include," "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation."
6.4 Counterparts. This Agreement may be executed in counterparts,
each of which shall be considered one and the same agreement and shall become
effective when each counterpart has been signed by each of the parties and
delivered to the other party, it being understood that each party need not sign
the same counterpart.
6.5 Entire Agreement. Except as otherwise set forth in the Share
Exchange Agreement, this Agreement (including the documents and the instruments
referred to herein) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof. This Agreement shall be subject to the
terms and conditions of the Share Exchange Agreement.
6.6 Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other party.
[THIS SPACE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the signatures and seals of the Bank and Brent
this ___ day of February 1996, each set by its president or a vice president and
attested to by its cashier or secretary, pursuant to a resolution of its board
of directors, acting by a majority:
BRENT BANKING COMPANY
By
Its
ATTEST:
By
Its
(Seal of Bank)
UNITED SECURITY BANK
By
Its
ATTEST:
By
Its
(Seal of Bank)
STATE OF ALABAMA )
) SS:
COUNTY OF ___________ )
On this _____ day of February, 1996, before me, a notary public for
this state and county, personally came Jack M. Wainwright, III, as President and
Chief Executive Officer of United Security Bank and in his said capacity
acknowledged this instrument to be the act and deed of United Security Bank and
the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
(Seal of Notary) Notary Public
My commission expires
STATE OF ALABAMA )
) SS:
COUNTY OF ___________ )
On this ______ day of February, 1996, before me, a notary public for
this state and county, personally came Willie Dunn, as President of Brent
Banking Company, and in his said capacity acknowledged this instrument to be the
act and deed of Brent Banking Company and the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
(Seal of Notary) Notary Public
My commission expires
ANNEX A
BRANCH ADDRESS
1. Main Office 131 West Front Street
Post Office Box 249
Clarke County Thomasville, AL 36784
2. Highway 43 Highway 43
Post Office Box 249
Clarke County Thomasville, AL 36784
3. Fulton Highway 178
Post Office Box 87
Clarke County Fulton, AL 36446
4. Grove Hill 103 Main Street
Post Office Box 185
Clarke County Grove Hill, AL 36451
5. Jackson 1021 Coffeeville Road
Post Office Box 116
Clarke County Jackson, AL 36545
6. Coffeeville Highway 84
Post Office Box 98
Clarke County Coffeeville, AL 36524
7. Gilbertown Highway 17
Post Office Box 185
Choctaw County Gilbertown, AL 36908
8. Butler 305 South Mulberry Street
Post Office Box 658
Choctaw County Butler, AL 36904
ANNEX B
DIRECTORS
1. L. C. Boney, Jr. 9. J. C. Stanley
Route 2, Box 104 113 Valley Road
Gilbertown, AL 36908 Thomasville, AL 36784
2. Gerald P. Corgill 10. Jack M. Wainwright, III
Post Office Box 97 Post Office Box 377
Thomasville, AL 36784 Fulton, AL 36446
3. Roy G. Cowan 11. Howard M. Whitted
1516 Sandpiper Lane Post Office Box 533
Unit 309 Butler, AL 36904
Gulf Shores, AL 36542
4. William G. Harrison
712 Morningview Drive
Thomasville, AL 36784
5. Hardie B. Kimbrough
805 Foster Avenue
Thomasville, AL 36784
6. James L. Miller
8166 Mossy Oak Drive
Montgomery, AL 36117
7. Donald C. Nichols
Post Office Box 697
Thomasville, AL 36784
8. Harold H. Spinks
Post Office Box 25
Thomasville, AL 36784
All Directors are elected to one-year terms in April.