AMENDED AND RESTATED TRUST AGREEMENT among STATE NATIONAL BANCSHARES, INC., as Depositor THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • July 21st, 2005 • State National Bancshares, Inc. • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 14, 2003, among (i) State National Bancshares, Inc., a Texas corporation (including any successors or permitted assigns, the "Depositor"), (ii) The Bank of New York, a New York banking corporation, as property trustee (in such capacity, the "Property Trustee"), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"), (iv) Tom C. Nichols, an individual, Don E. Cosby, an individual and Edmund W. McGee, an individual, each of whose address is c/o State National Bancshares, Inc., 1617 Broadway Avenue, Lubbock, Texas 79401, 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 STATE NATIONAL BANCSHARES, INC. and THE BANK OF NEW YORK, as TrusteeState National Bancshares, Inc. • July 21st, 2005 • New York
JUNIOR SUBORDINATED INDENTURE, dated as of July 14, 2003, between State National Bancshares, Inc., a Texas corporation (the "Company"), and The Bank Of New York, a New York banking corporation, as Trustee (in such capacity, the "Trustee").
GUARANTEE AGREEMENT between STATE NATIONAL BANCSHARES, INC. as Guarantor, and THE BANK OF NEW YORK, as Guarantee Trustee Dated as of July 14, 2003 STATE NATIONAL CAPITAL TRUST IGuarantee Agreement • July 21st, 2005 • State National Bancshares, Inc. • New York
GUARANTEE AGREEMENT, dated as of July 14, 2003, executed and delivered by State National Bancshares, Inc., a Texas corporation (the "Guarantor") having its principal office at 1617 Broadway, Lubbock, Texas 79401, and THE BANK OF NEW YORK, a New York 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 State National Capital Trust I, a Delaware statutory trust (the "Issuer").
AMENDED AND RESTATED DECLARATION OF TRUST by and among STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Institutional Trustee, STATE NATIONAL BANCSHARES, INC., as Sponsor, and TOM C. NICHOLS, DON E. COSBY and EDMUND W....State National Bancshares, Inc. • July 21st, 2005 • Connecticut
AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and effective as of July 31, 2001, by the Institutional Trustee (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the Trust (as defined herein) to be issued pursuant to this Declaration;
EMPLOYMENT AGREEMENTEmployment Agreement • June 16th, 2006 • State National Bancshares, Inc. • National commercial banks • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 12th day of June 2006 by and between STATE NATIONAL BANCSHARES, INC., a Texas corporation (together with any successor thereto, the “Company”), and DON E. COSBY (the “Executive”).
TAX GROSS UP AGREEMENTTax Gross Up Agreement • June 16th, 2006 • State National Bancshares, Inc. • National commercial banks • Texas
THIS TAX GROSS UP AGREEMENT (this “Agreement”) is made and entered into as of the 12th day of June 2006, by and between F. JAMES VOLK, a key employee and officer (the “Executive”) of State National Bancshares, Inc., and STATE NATIONAL BANCSHARES, INC., a Texas corporation and a registered bank holding company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2005 • State National Bancshares, Inc. • Texas
This employment agreement ("Agreement") is dated as of June 30, 1999, and is entered into by and between TOM C NICHOLS ("Employee") and STATE NATIONAL BANCSHARES, INC., a Texas corporation ("Employer"). As an inducement to render services and superior performance to Employer, Employee and Employer agree as follows:
GUARANTEE AGREEMENT by and between STATE NATIONAL BANCSHARES, INC. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION Dated as of July 31, 20012001 Guarantee Agreement • July 21st, 2005 • State National Bancshares, Inc. • New York
This GUARANTEE AGREEMENT (the "Guarantee"), dated as of July 31, 2001, is executed and delivered by State National Bancshares, Inc., a Texas corporation (the "Guarantor"), and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, organized under the laws of the United States of America, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of State National Statutory Trust I, a Connecticut statutory trust (the "Issuer").
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND STATE NATIONAL BANCSHARES, INC. DATED AS OF JUNE 12, 2006Agreement and Plan of Merger • June 16th, 2006 • State National Bancshares, Inc. • National commercial banks • Texas
This AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2006 (this “Agreement”), by and between Banco Bilbao Vizcaya Argentaria, S.A., a bank organized and existing under the Laws of Spain (“Parent”), and State National Bancshares, Inc., a corporation organized and existing under the Laws of the State of Texas (the “Company” and, together with Parent, the “Parties”).
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN STATE NATIONAL BANCSHARES, INC. Fort Worth, Texas, NEW HERITAGE FINANCIAL CORPORATION Granbury, Texas and HERITAGE FINANCIAL CORPORATION Granbury, Texas Dated as of May 17, 2005Agreement and Plan of Merger • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of the 17th day of May, 2005, by and between STATE NATIONAL BANCSHARES, INC., a corporation organized under the laws of the State of Texas and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"), with its principal offices in Fort Worth, Texas ("State National BHC"), NEW HERITAGE FINANCIAL CORPORATION, a corporation organized under the laws of the State of Texas ("New Heritage"), and HERITAGE FINANCIAL CORPORATION, a corporation organized under the laws of the State of Texas and a registered bank holding company under the BHCA with its principal offices in Granbury, Texas ("Heritage BHC").
EMPLOYMENT AND NON SOLICITATION AGREEMENTEmployment and Non Solicitation Agreement • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT made on the 23rd day of April, 2004, between STATE NATIONAL BANCSHARES, INC., a Texas corporation and registered bank holding company with its principal offices in Lubbock, Texas (the "Employer"), and DOUGLAS TERRY, who resides in Fort Worth, Texas (the "Employee").
EMPLOYMENT AND NON SOLICITATION AGREEMENTEmployment and Non Solicitation Agreement • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT made on the 23rd day of April, 2004, between STATE NATIONAL BANCSHARES, INC., a Texas corporation and registered bank holding company with its principal offices in Lubbock, Texas (the "Employer"), and DAVID WOODLE, who resides in Lakeside, Texas (the "Employee").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 21st, 2005 • State National Bancshares, Inc.
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this "Amendment") is made and entered into as of the 16th day of June, 2004, by and between STATE NATIONAL BANCSHARES, INC., a Texas corporation ("State National BHC"), and MERCANTILE BANK TEXAS, a Texas banking association ("Mercantile Bank"). Capitalized terms contained in this Amendment and not otherwise defined herein shall have the same meaning as accorded to them in the Agreement (as defined below).
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN STATE NATIONAL BANCSHARES, INC. LUBBOCK, TEXAS AND MERCANTILE BANK TEXAS FORT WORTH, TEXAS Dated as of April 12, 2004Agreement and Plan of Reorganization • July 21st, 2005 • State National Bancshares, Inc. • Texas
This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into as of the 12th day of April, 2004, by and between STATE NATIONAL BANCSHARES, INC., a Texas corporation and registered bank holding company with its principal offices in Lubbock, Texas ("State National BHC"), and MERCANTILE BANK TEXAS, Texas state banking association with its principal offices in Fort Worth, Texas ("Mercantile Bank").
STATE NATIONAL BANCSHARES, INC. (a Texas corporation) 1,600,000 Shares of Common Stock (Par Value $1.00 Per Share) PURCHASE AGREEMENTPurchase Agreement • September 29th, 2005 • State National Bancshares, Inc. • National commercial banks • New York
KEEFE, BRUYETTE & WOODS, INC. SANDLER O'NEILL & PARTNERS, L.P. as Representatives of the several Underwriters c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New York, New York 10019
Letterhead of State National Bancshares, Inc.] September 20, 2005State National Bancshares, Inc. • September 21st, 2005 • National commercial banks
Reference is hereby made to that certain Agreement and Plan of Merger by and between State National Bancshares, Inc. ("State National BHC"), New Heritage Financial Corporation ("New Heritage"), and Heritage Financial Corporation ("Heritage BHC"), dated as of May 17, 2005 (the "Merger Agreement"), pursuant to which State National BHC will acquire all of the issued and outstanding capital stock of Heritage BHC by virtue of the merger of Heritage BHC with and into State National Bancshares of Delaware, Inc. ("State National Delaware") (the "Merger"). Capitalized terms not otherwise defined in this letter shall have the meaning assigned such term in the Merger Agreement.
STATE NATIONAL BANCSHARES, INC. STOCK OPTION PLAN NONSTATUTORY OPTION AGREEMENTOption Plan Nonstatutory Option Agreement • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT is made and entered into effective as of , 1996, (the "Effective Date") between State National Bancshares, Inc. (the "Bank"), and (the "Optionee") in connection with the grant of a nonstatutory Option under the State National Bancshares, Inc. Stock Option Plan (the "Plan").
EMPLOYMENT AND NON COMPETE AGREEMENTEmployment and Non Compete Agreement • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT made on the 23rd day of April, 2004, between STATE NATIONAL BANCSHARES, INC., a Texas corporation and registered bank holding company with its principal offices at 1617 Broadway, P.O. Box 5240, Lubbock, Texas (the "Employer"), and MORRIE B. MINSHEW, 921 West Lamar Blvd., Arlington, Texas 76012 (the "Employee").
EMPLOYMENT AND NON COMPETE AGREEMENTEmployment and Non Compete Agreement • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT made on the 23rd day of April, 2004, between STATE NATIONAL BANCSHARES, INC., a Texas corporation and registered bank holding company with its principal offices at 1617 Broadway, P.O. Box 5240, Lubbock, Texas (the "Employer"), and GARY G. JOHNSON, who resides at 2603 Brookridge Drive, Hurst, Texas (the "Employee").
GUARANTEE AGREEMENT by and between STATE NATIONAL BANCSHARES, INC. and Dated as of March 17, 20042004 Guarantee Agreement • July 21st, 2005 • State National Bancshares, Inc. • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of March 17, 2004, is executed and delivered by State National Bancshares, Inc., a Texas corporation (the "Guarantor"), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of State National Statutory Trust II, a Connecticut statutory trust (the "Issuer").
Re: Retention Incentive Award & Non-Competition AgreementState National Bancshares, Inc. • August 23rd, 2006 • National commercial banks • Texas
As you know, on June 12, 2006, State National Bancshares, Inc. (the “Company”) entered into an Agreement and Plan of Merger By and Between Banco Bilbao Vizcaya Argentaria, S.A. and the Company (the “Merger Agreement”) whereby a subsidiary of Banco Bilbao will be merged with and into the Company (the “Merger”).
AGREEMENT AND PLAN OF SHARE EXCHANGEAgreement and Plan of Share Exchange • July 21st, 2005 • State National Bancshares, Inc. • Texas
THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (this "Exchange Agreement"), is made as of the 16th day of June, 2004, by and between STATE NATIONAL BANCSHARES, INC., a Texas corporation ("State National BHC"), and MERCANTILE BANK TEXAS, a Texas state banking association ("Mercantile Bank").
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2005 • State National Bancshares, Inc. • National commercial banks • New York
This INDEMNIFICATION AGREEMENT (this "Agreement") is made effective as of this day of September, 2005 by and among Keefe, Bruyette & Woods, Inc. ("KBW"), State National Bancshares, Inc., a Texas corporation ("State National"), Sandler O'Neill Partners, L.P. ("Sandler") and each of the underwriters named in Schedule A hereto (the "Non-Representative Underwriters," which term shall also include any underwriter substituted as provided in Section 10 of the Purchase Agreement (as herein defined)).
