First Premier Financial Corp Sample Contracts

Riva Bancshares Inc – [FORM OF UNDERWRITING AGREEMENT] (July 30th, 1999)

1 EXHIBIT 1 [FORM OF UNDERWRITING AGREEMENT] 3,000,000 Shares of Common Stock RIVA BANCSHARES, INC. UNDERWRITING AGREEMENT , 1999 ----------- CIBC World Markets Corp. Pauli Johnson Capital & Research Incorporated Kelton International Limited c/o CIBC World Markets Corp. One World Financial Center New York, New York 10281 On behalf of the Several Underwriters named on Schedule I attached hereto. Ladies and Gentlemen: Riva Bancshares, Inc., a Delaware corporation (the "Company") proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the "Underwriters"), for whom you

Riva Bancshares Inc – AGREEMENT AND PLAN OF MERGER (July 30th, 1999)

1 EXHIBIT 2.3 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RIVA BANCSHARES, INC. AND PREMIER BANCSHARES, INC. DATED AS OF JULY 29, 1999 2 TABLE OF CONTENTS PAGE ---- ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1.1 Merger...........................................

Riva Bancshares Inc – 1999 STOCK OPTION PLAN (July 30th, 1999)

1 EXHIBIT 10.3 RIVA BANCSHARES, INC. 1999 STOCK OPTION PLAN EFFECTIVE AS OF APRIL 29, 1999 1. PURPOSE The primary purpose of the Riva Bancshares, Inc. 1999 Stock Option Plan (the "Plan") is to encourage and enable eligible directors, officers, key employees and certain consultants and advisors of Riva Bancshares, Inc. (the "Company") and its subsidiaries to acquire proprietary interests in the Company through the ownership of Common Stock of the Company. The Company believes that directors, officers and key employees who participate in the Plan will have a closer identification with the Company by virtue of their ability as shareholders to participate in the Company's growth and earnings. The Plan also is designed to provide motivation for participating directors, officers and key emp

Riva Bancshares Inc – CERTIFICATE OF INCORPORATION (July 30th, 1999)

1 EXHIBIT 3.1.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RIVA BANCSHARES, INC. (ORIGINALLY INCORPORATED ON MAY 1, 1998 UNDER THE NAME OF MISSOURI HOLDINGS, INC.) Riva Bancshares, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the Board of Directors of the Corporation adopted a resolution proposing and declaring advisable the amendments to the Certificate of Incorporation of the Corporation, and the restatement of the Corporation's Certificate of Incorporation, in each case, as set forth below. SECOND: That, pursuant to a vote taken at a special me

Riva Bancshares Inc – AGREEMENT AND PLAN OF MERGER (July 30th, 1999)

1 EXHIBIT 2.2 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RIVA BANCSHARES, INC. (FORMERLY FIRST PREMIER FINANCIAL CORPORATION) AND PREMIER BANCSHARES, INC. This Amendment No. 1 to that certain Agreement and Plan of Merger, dated as of May 6, 1999 (the "Amendment"), is made and entered into this 22nd day of July, 1999, by and between Riva Bancshares, Inc., formerly First Premier Financial Corporation ("Riva Bancshares"), a Delaware corporation having its principal office located in St. Louis, Missouri, and Premier Bancshares, Inc. ("Premier"), a Missouri corporation having its principal office located in Jefferson City, Missouri. W I T N E S S E T H:

Riva Bancshares Inc – CERTIFICATE OF INCORPORATION (June 23rd, 1999)

1 EXHIBIT 3.1.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RIVA BANCSHARES, INC. (ORIGINALLY INCORPORATED ON MAY 1, 1998 UNDER THE NAME OF MISSOURI HOLDINGS, INC.) Riva Bancshares, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That the Board of Directors of the Corporation adopted a resolution proposing and declaring advisable the amendments to the Certificate of Incorporation of the Corporation, and the restatement of the Corporation's Certificate of Incorporation, in each case, as set forth below. SECOND: That, pursuant to a vote taken at a special me

Riva Bancshares Inc – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (June 23rd, 1999)

1 EXHIBIT 10.1.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement is made and entered into this 3rd day of June, 1999 by and between First Premier Financial Corporation, a Delaware corporation, formerly Missouri Holdings, Inc. (the "Company" or "Employer") and Richard C. Jensen (the "Executive"). W I T N E S S E T H: WHEREAS, the Company and the Executive entered into an Employment Agreement dated July 16, 1998 (the "Employment Agreement"); and WHEREAS, the Company and the Executive desire to amend the Employment Agreement; NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein contained, the parties hereto agree as follows: 1. Section 2 of the Employment Agreement is hereby amended by deleting existing Section 2 in its entirety and substituti

Riva Bancshares Inc – CERTIFICATE OF INCORPORATION (June 23rd, 1999)

1 EXHIBIT 3.1.3 CERTIFICATE OF AMENDMENT (NO. 2) OF THE CERTIFICATE OF INCORPORATION OF FIRST PREMIER FINANCIAL CORPORATION FIRST PREMIER FINANCIAL CORPORATION (the "Corporation"), a corporation incorporated on May 1, 1998, and organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify: FIRST: That the Board of Directors of this Corporation, by the unanimous written consent of its members, filed with the minutes of the Board, duly adopted resolutions setting forth a proposed Certificate of Amendment of the Certificate of Incorporation of this Corporation, declaring said amendment to be advisable and submitting said amendment to the shareholders of this Corporation for consideration thereof. The resolutio

Riva Bancshares Inc – CSI DATA PROCESSING AGREEMENT (June 23rd, 1999)

1 EXHIBIT 10.4 CSI DATA PROCESSING AGREEMENT This is a Data Processing Agreement made and entered into as of the 6th day of June, 1998, by and between COMPUTER SERVICES, INC., a Kentucky corporation, which has its principal place of business at 3901 Technology Drive, Paducah, Kentucky 42001-5201 ("CSI"), and PREMIER BANK, which has its principal place of business at Jefferson City, Missouri (the "Customer"). RECITALS A. CSI is engaged in the business of providing data processing services to, and operating data processing systems for, depository financial institutions. B. The Customer is a depository financial institution which desires that CSI provide data processing services to it and operate a data processing system for it. In consideration of the mutual promises exchanged, the parties agree as follows:

First Premier Financial Corp – EMPLOYMENT AGREEMENT (May 19th, 1999)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of the 16th day of July, 1998, by and between Missouri Holdings, Inc., a Delaware corporation (the "Company" or "Employer") and Richard C. Jensen (the "Executive"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company intends to seek approval from the Board of Governors of the Federal Reserve System (the "Fed"), the Comptroller of the Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC") to acquire a bank with federally insured deposits in St. Louis, Missouri (the "Bank") and to expand the Company's banking business throughout Missouri; and WHEREAS, the Board of Directors of the Company intends to approve the sale in a firm underwritten public offering of an amount of Company common stock requisite to expanding the Company's b

First Premier Financial Corp – EMPLOYMENT AGREEMENT (May 19th, 1999)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of the 6thday of May 1999, by and between First Premier Financial Corporation, a Delaware corporation (the "Company" or "Employer") and Bruce W. Wiley (the "Executive"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company intends to seek approval from the Board of Governors of the Federal Reserve System (the "Fed"), the Missouri Division of Finance ("Missouri Division") and the Federal Deposit Insurance Corporation ("FDIC") to acquire a state-chartered bank with federally insured deposits in Jefferson City, Missouri (the "Bank") and to expand the Company's banking business throughout Missouri; and WHEREAS, the Board of Directors of the Company intends to approve the sale in a firm underwritten public offering of an amount of Company common stock r

First Premier Financial Corp – EMPLOYMENT AGREEMENT (May 19th, 1999)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of the _____ day of ____________________ 1999, by and between Missouri Holdings, Inc., a Delaware corporation (the "Company" or "Employer") and ________________________ (the "Executive"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company intends to seek approval from the Board of Governors of the Federal Reserve System (the "Fed"), the Missouri Division of Finance and the Federal Deposit Insurance Corporation ("FDIC") to acquire a bank with federally insured deposits in St. Louis, Missouri (the "Bank") and to expand the Company's banking business throughout Missouri; and WHEREAS, the Board of Directors of the Company intends to approve the sale in a firm underwritten public offering of an amount of Company common stock requisite to expanding t

First Premier Financial Corp – CERTIFICATE OF INCORPORATION (May 7th, 1999)

1 EXHIBIT 3.1.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF MISSOURI HOLDINGS, INC. MISSOURI HOLDINGS, INC. (the "Corporation"), a corporation incorporated on May 1, 1998, and organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify: FIRST: That the Board of Directors of this Corporation, by the unanimous written consent of its members, filed with the minutes of the Board, duly adopted resolutions setting forth a proposed Certificate of Amendment of the Certificate of Incorporation of this Corporation, declaring said amendment to be advisable and submitting said amendment to the shareholders of this Corporation for consideration thereof. The resolution setting forth the am

First Premier Financial Corp – EMPLOYMENT AGREEMENT (May 7th, 1999)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of the 16th day of July, 1998, by and between Missouri Holdings, Inc., a Delaware corporation (the "Company" or "Employer") and Richard C. Jensen (the "Executive"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company intends to seek approval from the Board of Governors of the Federal Reserve System (the "Fed"), the Comptroller of the Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC") to acquire a bank with federally insured deposits in St. Louis, Missouri (the "Bank") and to expand the Company's banking business throughout Missouri; and WHEREAS, the Board of Directors of the Company intends to approve the sale in a firm underwritten public offering of an amount of Company common stock requisite to expanding the Company's b

First Premier Financial Corp – EMPLOYMENT AGREEMENT (May 7th, 1999)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of the _____ day of ____________________ 1999, by and between Missouri Holdings, Inc., a Delaware corporation (the "Company" or "Employer") and ________________________ (the "Executive"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company intends to seek approval from the Board of Governors of the Federal Reserve System (the "Fed"), the Missouri Division of Finance and the Federal Deposit Insurance Corporation ("FDIC") to acquire a bank with federally insured deposits in St. Louis, Missouri (the "Bank") and to expand the Company's banking business throughout Missouri; and WHEREAS, the Board of Directors of the Company intends to approve the sale in a firm underwritten public offering of an amount of Company common stock requisite to expanding t

First Premier Financial Corp – AGREEMENT AND PLAN OF MERGER (May 7th, 1999)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST PREMIER FINANCIAL CORPORATION AND PREMIER BANCSHARES, INC. DATED AS OF MAY 6, 1999 2 TABLE OF CONTENTS PAGE ---- ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1.1 Merger................................................................. 1 1.2 Time and Place of Closing.............................................. 1 1.3 Effective Ti

First Premier Financial Corp – CERTIFICATE OF INCORPORATION (May 7th, 1999)

1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF MISSOURI HOLDINGS, INC. I. The name of the Corporation is Missouri Holdings, Inc. II. The street address of the registered office of the Corporation is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Corporation at such office is The Corporation Trust Company. III. The Corporation is organized for the purpose of engaging in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and the Corporation shall be authorized to exercise and enjoy all powers, rights and privileges conferred upon corporations by the laws of the St