RE: Agreement and Plan of Merger by and among First Sentry Bancshares, Inc., Rock Branch Community Bank, Inc. and First Sentry Bank, Inc.First Sentry Bancshares, Inc. • July 14th, 2016 • State commercial banks
We have acted as counsel to First Sentry Bancshares, Inc., a West Virginia corporation (“First Sentry”) in connection with the Merger, as defined and described in the Agreement and Plan of Merger dated as of March 25, 2016, as amended by First Amendment to Agreement and Plan of Merger dated April 20, 2016 (collectively, the “Merger Agreement”) by and between First Sentry, Rock Branch Community Bank, Inc., a bank organized under the laws of West Virginia (“Rock Branch”) and First Sentry Bank, Inc., a West Virginia banking corporation (“Bank”) and wholly owned subsidiary of First Sentry. As set forth in the Merger Agreement, the parties intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and intend for the Merger Agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. Unless otherwise indicated, each capitalized term has the meaning ascribed to it in the Merger Agreement. This opinion is being de
EMPLOYMENT AGREEMENT BETWEEN FIRST SENTRY BANK, INC., FIRST SENTRY BANCSHARES, INC. AND GEOFFREY S. SHEILS EFFECTIVE DECEMBER 1, 2015Employment Agreement • July 14th, 2016 • First Sentry Bancshares, Inc. • State commercial banks • West Virginia
THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into effective as of the 1st day of December, 2015, by and between Geoffrey S. Sheils ("Sheils"), First Sentry Bank, Inc., a state banking corporation ("First Sentry") and First Sentry Bancshares, Inc., a West Virginia corporation and bank holding company ("Holding Company”). This Agreement represents the entire agreement between the parties, and all prior representations, promises, agreements or statements are merged with and into this document.
PLEASE MARK VOTES AS IN THIS EXAMPLE x 1. To approve and adopt the Agreement and Plan of Merger dated as of March 25, 2016, as amended by First Amendment of Agreement and Plan of Merger dated April 20, 2016, by and among First Sentry Bancshares, Inc....First Sentry Bancshares, Inc. • July 14th, 2016 • State commercial banks
Please be sure to sign and date this Proxy in the box below. Date THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
