SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 2nd, 2021 • ISABELLA BANK Corp • State commercial banks • New York
THIS SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 2, 2021, and is made by and among Isabella Bank Corporation, a Michigan corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2021 • ISABELLA BANK Corp • State commercial banks • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 2, 2021, and is made by and among Isabella Bank Corporation, a Michigan corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).
As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of June 2, 2021 3.25% Fixed to Floating Rate Subordinated Notes due 2031ISABELLA BANK Corp • June 2nd, 2021 • State commercial banks • New York
This INDENTURE dated as of June 2, 2021 is between Isabella Bank Corporation, a Michigan corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).
ARTICLE I - CERTAIN DEFINITIONS.......................................... 1 1.1. CERTAIN DEFINITIONS............................................ 1 ARTICLE II - THE MERGER.................................................. 6 2.1....Agreement and Plan of Merger • August 24th, 2007 • Ibt Bancorp Inc /Mi/ • State commercial banks • Michigan
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 7, 2000Agreement and Plan of Merger • April 18th, 2000 • Ibt Bancorp Inc /Mi/ • State commercial banks • Michigan
ISABELLA BANK CORPORATION RESTRICTED STOCK PLAN AWARD AGREEMENT FOR NEIL MCDONNELL February 16, 2023Award Agreement • February 22nd, 2023 • ISABELLA BANK Corp • State commercial banks
This Award Agreement is entered into effective as of February 16, 2023, by Neil McDonnell (the “Grantee”) and the Company (as defined in the Plan) pursuant to the Isabella Bank Corporation Restricted Stock Plan (“Plan”), as amended from time to time.
ARTICLE III TERM OF AGREEMENTDeath Benefit Only Agreement • March 25th, 2002 • Ibt Bancorp Inc /Mi/ • State commercial banks • Michigan
EXHIBIT 2.1Agreement and Plan of Merger • February 2nd, 2007 • Ibt Bancorp Inc /Mi/ • State commercial banks • Michigan
ISABELLA BANK CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PARTICIPATION AGREEMENT FOR NEIL MCDONNELL (KEY EMPLOYEE) January 23, 2019Participation Agreement • February 13th, 2019 • ISABELLA BANK Corp • State commercial banks
This Participation Agreement is entered into effective as of January 23, 2019 by Neil McDonnell (the “Participant”) and Isabella Bank Corporation (together with any successors and affiliates, the “Company”) pursuant to the Isabella Bank Corporation Supplemental Executive Retirement Plan (“Plan”), as amended from time to time.
Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan InstructionsISABELLA BANK Corp • November 4th, 2020 • State commercial banks
ISABELLA BANK CORPORATION RESTRICTED STOCK PLAN AWARD AGREEMENT FOR JAE EVANSAward Agreement • June 26th, 2020 • ISABELLA BANK Corp • State commercial banks
This Award Agreement is entered into effective as of June 24, 2020, by Jae Evans (the “Grantee”) and the Company (as defined in the Plan) pursuant to the Isabella Bank Corporation Restricted Stock Plan (“Plan”), as amended from time to time.
ISABELLA BANK CORPORATION RESTRICTED STOCK PLAN AWARD AGREEMENT FOR NEIL MCDONNELL March 26, 2024Award Agreement • April 1st, 2024 • ISABELLA BANK Corp • State commercial banks
This Award Agreement is entered into effective as of March 26, 2024, by Neil McDonnell (the “Grantee”) and the Company (as defined in the Plan) pursuant to the Isabella Bank Corporation Restricted Stock Plan (“Plan”), as amended from time to time.
ISABELLA BANK CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN PARTICIPATION AGREEMENT FOR JEROME SCHWIND (KEY EMPLOYEE) March 26, 2024Participation Agreement • April 1st, 2024 • ISABELLA BANK Corp • State commercial banks
This Participation Agreement is entered into effective as of March 26, 2024 by Jerome Schwind (the “Participant”) and Isabella Bank Corporation (together with any successors and affiliates, the “Company”) pursuant to the Isabella Bank Corporation Supplemental Executive Retirement Plan (“Plan”), as amended from time to time. Any previous agreement(s) between the Participant and the Company pursuant to the Plan are deemed to be null and void upon execution of this Participation Agreement.
ARTICLE I - CERTAIN DEFINITIONS............................................ 1 1.1. CERTAIN DEFINITIONS.............................................. 1 ARTICLE II - THE MERGER.................................................... 7 2.1....Employment Agreement • May 5th, 2006 • Ibt Bancorp Inc /Mi/ • State commercial banks • Michigan
FIRST AMENDMENT TO ISABELLA BANK RELOCATION EXPENSE AGREEMENTExpense Agreement • October 13th, 2020 • ISABELLA BANK Corp • State commercial banks • Michigan
FIRST AMENDMENT dated as of October 13, 2020, to the Isabella Bank Relocation Expense Agreement dated effective as of July 13, 2020 (the “Agreement”), by and between Neil M. McDonnell (the “Employee”) and Isabella Bank (together with any successors and affiliates, the “Bank”).
Exhibit 10(c) ISABELLA BANK AND TRUST DEFERRED COMPENSATION PLAN FOR DIRECTORS 1. PARTICIPANTS. Any director of Isabella Bank and Trust ("Bank"), or employee of the Bank receiving board fees may elect to become a participant ("Participant") under this...Ibt Bancorp Inc /Mi/ • March 25th, 1996 • State commercial banks • Michigan
Piper Sandler & Co. Attention: Tom Thurston Re: Purchase of Common Stock Ladies and Gentlemen:ISABELLA BANK Corp • September 14th, 2022 • State commercial banks
This letter (the “Agreement”) is to confirm Piper Sandler & Co.’s (the “Agent”) appointment as agent for Isabella Bank Corporation (the “Company”) to purchase shares of its common stock, no par value per share (the “Common Stock”). It is understood that in connection with the making of these purchases, the Agent will be acting as agent for the Company. The terms of the Agreement will be as follows:
Isabella Bank Corporation Stockholder Dividend Reinvestment and Employee Stock Purchase Plan InstructionsISABELLA BANK Corp • February 26th, 2021 • State commercial banks
SECOND AMENDMENT TO ISABELLA BANK RELOCATION EXPENSE AGREEMENTBank Relocation Expense Agreement • January 8th, 2021 • ISABELLA BANK Corp • State commercial banks • Michigan
SECOND AMENDMENT dated as of January 8, 2021, to the Isabella Bank Relocation Expense Agreement dated effective as of July 13, 2020, as amended October 13, 2020 (the “Agreement”), by and between Neil M. McDonnell (the “Employee”) and Isabella Bank (together with any successors and affiliates, the “Bank”).
RECITALSAgreement and Plan of Merger • September 28th, 2007 • Ibt Bancorp Inc /Mi/ • State commercial banks
FSB Bancorp, Inc. 316 East Saginaw Street Breckenridge, Michigan 48615 Re: Agreement and Plan of Merger by and among IBT Bancorp, Inc. and FSB Bancorp, Inc. Ladies and Gentlemen: You have requested our opinion with respect to certain federal income...Ibt Bancorp Inc /Mi/ • June 20th, 2000 • State commercial banks
1 EXHIBIT 8.2 [BODMAN, LONGLEY & DAHLING LLP LETTERHEAD] July 12, 2000 FSB Bancorp, Inc. 316 East Saginaw Street Breckenridge, Michigan 48615 Re: Agreement and Plan of Merger by and among IBT Bancorp, Inc. and FSB Bancorp, Inc. Ladies and Gentlemen:...Ibt Bancorp Inc /Mi/ • July 12th, 2000 • State commercial banks
ANDAgreement and Plan of Merger • December 23rd, 2005 • Ibt Bancorp Inc /Mi/ • State commercial banks • Michigan
ISABELLA BANK RELOCATION EXPENSE AGREEMENTRelocation Expense Agreement • July 17th, 2020 • ISABELLA BANK Corp • State commercial banks • Michigan
This Relocation Expense Agreement (the “Agreement”) is entered into effective as of July 13, 2020, by Neil M. McDonnell (the “Employee”) and Isabella Bank (together with any successors and affiliates, the “Bank”).
