Agreement to Merge
between
State Financial Bank (Wisconsin),
State Financial Bank-Waterford (Wisconsin),
State Financial Bank (Illinois),
Home Federal Savings & Loan Association of Elgin
and
Bank of Northern Illinois, National Association
under the charter of
Bank of Northern Illinois, National Association
under the title of
State Financial Bank, National Association
This agreement made between State Financial Bank (hereinafter referred to as
"SFB"), a banking association organized under the laws of Wisconsin, being
located at Xxxxx Corners, county of Milwaukee, in the state of Wisconsin, with a
capital of $3,835,915, divided into 767,183 shares of common stock, each of $5
par value, surplus of $14,664,370, and undivided profits, including capital
reserves, of $5,993,800, as of March 31, 2000, State Financial Bank-Waterford
(hereinafter referred to "SFBW"), a banking association organized under the laws
of Wisconsin, being located at Waterford, county of Racine, in the state of
Wisconsin, with a capital of $100,000, divided into 1,000 shares of common
stock, each of $100 par value, surplus of $4,577,115, and undivided profits,
including capital reserves, of $571,741 as of March 31, 2000, State Financial
Bank (hereinafter referred to as "SFBR"), a banking association organized under
the laws of Illinois, being located at Richmond, county of XxXxxxx, in the state
of Illinois, with a capital of $450,000, divided into 90,000 shares of common
stock, each of $5 par value, surplus of $10,899,043, and undivided profits,
including capital reserves, of $855,609 as of March 31, 2000, Home Federal
Savings & Loan Association of Elgin (hereinafter referred to as "Home"), a
savings and loan association organized under the laws of the United States,
being located at Elgin, county of Xxxx, in the state of Illinois, with a capital
of $1,000, divided into 100,000 shares of common stock, each of $.01 par value,
surplus of $35,537,088, and undivided profits, including capital reserves of
$27,588,658 as of March 31, 2000 (and having paid an extraordinary dividend of
$20,000,000 subsequent to March 31, 2000 and prior to the date hereof), and Bank
of Northern Illinois, National Association (hereinafter referred to as "BNI"), a
banking association organized under the laws of the United States, being located
at Waukegan, county of Lake, in the state of Illinois, with a capital of
$600,000, divided into 600 shares of common stock, each of $1,000 par value,
surplus of $33,003,733, and undivided profits, including capital reserves, of
$411,671, as of March 31, 2000, each acting pursuant to a resolution of its
board of directors, adopted by the vote of a majority of its directors, pursuant
to the authority given by and in
accordance with the provisions of the Act of November 7, 1918, as amended (12
USC 215a, 215a-1, 215c and 1467a(s)), witnessed as follows:
Section 1.
SFB, SFBW, SFBR and Home shall be merged into BNI under the charter of BNI.
Section 2.
The name of the receiving association (hereinafter referred to as the
"association") shall be State Financial Bank, National Association.
Section 3.
The business of the association shall be that of a national banking association.
This business shall be conducted by the association at its main office to be
located at 00000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxx and at its
legally established branches.
Section 4.
The amount of capital stock of the association shall be $600,000, divided into
600 shares of common stock, each of $1,000 par value, and at the time the merger
shall become effective, the association shall have a surplus of $83,068,264, and
undivided profits, including capital reserves, which when combined with the
capital and surplus will be equal to the combined capital structures of the
merging banks as stated in the preamble of this agreement, adjusted, however,
for the payment from undivided profits of the extraordinary dividend by Home in
the amount of $20,000,000 and for normal earnings and expenses between March 31,
2000, and the effective time of the merger.
Section 5.
All assets as they exist at the effective time of the merger shall pass to and
vest in the association without any conveyance or other transfer. The
association shall be responsible for all of the liabilities of every kind and
description, including liabilities arising from the operation of a trust
department, of each of the merging banks existing as of the effective time of
the merger.
Section 6.
SFB shall contribute to the association acceptable assets having a book value,
over and above its liability to its creditors, of at least $23,813,434,
adjusted, however, for normal earnings and expenses between March 31, 2000 and
the effective time of the merger.
SFBW shall contribute to the association acceptable assets having a book value,
over and above its liability to its creditors, of at least $5,175,762, adjusted,
however, for normal earnings and expenses between March 31, 2000 and the
effective time of the merger.
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SFBR shall contribute to the association acceptable assets having a book value,
over and above its liability to its creditors, of at least $11,863,470,
adjusted, however, for normal earnings and expenses between March 31, 2000 and
the effective time of the merger.
Home shall contribute to the association acceptable assets having a book value,
over and above its liability to its creditors, of at least $42,926,230,
adjusted, however, for normal earnings and expenses between March 31, 2000 and
the effective time of the merger.
At the effective time of the merger, the association shall have on hand
acceptable assets having book value of at least $116,524,067 over and above its
liabilities to its creditors, adjusted, however, for normal earnings and
expenses between March 31, 2000 and the effective time of the merger.
Section 7.
Of the capital stock of the association, the presently outstanding 600 shares of
common stock, each of $1,000 par value, and the holders of it shall retain their
present rights. All shares of common stock of SFB, SFBW, SFBR and Home shall be
cancelled.
Section 8.
None of the banks shall declare nor pay any dividend to its shareholders between
the date of the agreement and the time at which the merger shall become
effective, nor dispose of any of its assets in any other manner, except in the
normal course of business and for adequate value.
Section 9.
The persons set forth in Exhibit 9 shall serve as the board of directors of the
association to serve until the next annual meeting of its shareholders or until
such time as their successors have been elected and qualified.
Section 10.
Effective as of the time this merger shall become effective as specified in the
merger approval to be issued by the Comptroller of the Currency, (a) the
Articles of Association of the resulting bank shall read in their entirety as
the Articles of Association attached hereto as Exhibit 10(a); and (b) the Bylaws
of the resulting association shall read in their entirety as the Bylaws attached
hereto as Exhibit 10(b).
Section 11.
This agreement may be terminated by the unilateral action of the board of
directors of any participant prior to the approval of the stockholders of the
participant or by the mutual consent of the board of all participants after any
shareholder group has taken affirmative action. Since time is of the essence to
this agreement, if for any reason the transaction shall not have been
consummated by June 30, 2001, this agreement shall terminate automatically as of
that date
-3-
unless extended, in writing, prior to this date by mutual action of the boards
of directors of the participants.
Section 12.
This agreement shall be ratified and confirmed by the affirmative vote of
shareholders of each of the merging banks owning at least two-thirds (or larger
if required by state law) of its capital stock outstanding, at a meeting to be
held on the call of the directors or by unanimous written consent; and the
merger shall become effective at the time specified in a merger approval to be
issued by the Comptroller of the Currency of the United States.
WITNESS, the signatures and seals of the merging banks and depository
institution this 2nd day of October, 2000, each set by its chief executive
officer or 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.
BANK OF NORTHERN ILLINOIS, NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxxxx
----------------------------------
Title: President and CEO
/s/ Xxxxx Xxxxxxx
------------------------------------
Secretary
STATE OF ILLINOIS )
)ss:
COUNTY OF LAKE )
----------------------
On this 2nd day of October, 2000, before me, a notary public for this
state and county, personally came Xxxxx Xxxxxx, as President and CEO, and Xxxxx
Xxxxxxx as secretary, of Bank of Northern Illinois, National Association, and
each in his/her capacity acknowledged this instrument to be the act and deed of
the association.
WITNESS my official seal and signature this day and year.
/s/
--------------------------------
(Seal of Notary)
Notary Public, Lake County
My commission expires 12/17/01
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Additional signature page to Agreement to Merge to create State Financial Bank,
National Association.
STATE FINANCIAL BANK (WISCONSIN)
By /s/ Xxxx X. Xxxxxxxx
------------------------------------
Title: President
/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Secretary
STATE OF WISCONSIN )
)ss:
COUNTY OF MILWAUKEE )
On this 3rd day of October, 2000, before me, a notary public for this
state and county, personally came Xxxx X. Xxxxxxxx, as President, and Xxxxxxx X.
Xxxxxx as Secretary, of State Financial Bank (Wisconsin), and each in his/her
capacity acknowledged this instrument to be the act and deed of the association.
WITNESS my official seal and signature this day and year.
/s/
--------------------------------
(Seal of Notary)
Notary Public, Milwaukee County
My commission expires 6/8/03
-5-
Additional signature page to Agreement to Merge to create State Financial Bank,
National Association.
STATE FINANCIAL BANK-WATERFORD (WISCONSIN)
By /s/ Xxxxxx X. Xxxxx
-----------------------------------------------
Title: President and CEO
/s/ Xxxxxxx Xxxxxxxx
-------------------------------------------------
Cashier
STATE OF WISCONSIN )
)ss:
COUNTY OF RACINE )
On this 2nd day of October, 2000, before me, a notary public for this
state and county, personally came Xxxxxx X. Xxxxx, as President and CEO, and
Xxxxxxx Xxxxxxxx as cashier, of State Financial Bank-Waterford (Wisconsin), and
each in his/her capacity acknowledged this instrument to be the act and deed of
the association.
WITNESS my official seal and signature this day and year.
/s/
--------------------------------
(Seal of Notary)
Notary Public, Milwaukee County
My commission expires 6/8/03
-6-
Additional signature page to Agreement to Merge to create State Financial Bank,
National Association.
Attest: STATE FINANCIAL BANK (ILLINOIS)
By /s/ Xxxxxx Xxxxxx
-----------------------------------------
Title: CEO
/s/ Xxxxx Xxxxxx
--------------------------------------------
Cashier
STATE OF ILLINOIS )
------------------
)ss:
COUNTY OF XXXXXXX )
-----------------
On this 2nd day of October, 2000, before me, a notary public for this
state and county, personally came Xxxxxx Xxxxxx, as CEO, of State Financial Bank
(Illinois), and in his capacity acknowledged this instrument to be the act and
deed of the association.
WITNESS my official seal and signature this day and year.
/s/
--------------------------------
(Seal of Notary)
Notary Public, XxXxxxx County
My commission expires 2/5/04
STATE OF ILLINOIS )
)ss:
COUNTY OF XXXXXXX )
--------------------
On this 2nd day of October, 2000, before me, a notary public for this
state and county, personally came Xxxxx Xxxxxx, as cashier, of State Financial
Bank (Illinois), and in her capacity acknowledged this instrument to be the act
and deed of the association.
WITNESS my official seal and signature this day and year.
/s/
--------------------------------
(Seal of Notary)
Notary Public, XxXxxxx County
My commission expires _____________
-7-
Additional signature page to Agreement to Merge to create State Financial Bank,
National Association.
Attest: HOME FEDERAL SAVINGS & LOAN ASSOCIATION OF ELGIN
By /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Title: President and CEO
/s/ Xxxx Xxxx
---------------------------------------
Secretary
STATE OF ILLINOIS )
)ss:
COUNTY OF XXXX )
---------------------
On this 2nd day of October, 2000, before me, a notary public for this
state and county, personally came Xxxxxx X. Xxxxxxxx, as President and CEO, and
Xxxx Xxxx as secretary, of Home Federal Savings & Loan Association of Elgin, and
each in his/her capacity acknowledged this instrument to be the act and deed of
the association.
WITNESS my official seal and signature this day and year.
/s/
--------------------------------
(Seal of Notary)
Notary Public, Xxxx County
My commission expires 5/14/02
-8-
EXHIBIT 9
State Financial Bank, National Association
Board of Directors
Xxxxx Xxxx, Chairman
Xxxxx Xxxxx
Xxxx Xxxxxxxx
Xxx Xxxxxxx
Xxx Xxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxx Xxxxx
Xxxx Xxxxx
Xxxxx Xxxxx
Xxxx Xxxx
Xxxx Xxxxxx
Xxxxx Xxxxxx
Xxx Xxxxx
Xxxx Xxxxxx
Xxxxxx Xxxxxxxxxx
Xxx Xxxxx
Xxxx Xxxxxxxx
Xxxx Xxxxxxx
Xxx Xxxxxxx
Xxxx Xxxxx
Xxxx Xxxxxxx
Xxxx Xxxx
Xxx Xxxxxxxx