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Agreement to Merge

Agreement and Plan of Merger

Agreement to Merge | Document Parties: Century National Bank | Citizens National Bank of Urbana | First-Knox National Bank of Mount Vernon | Park National Bank | Richland Trust Company | United Bank, NA | Second National Bank You are currently viewing:
This Agreement and Plan of Merger involves

Century National Bank | Citizens National Bank of Urbana | First-Knox National Bank of Mount Vernon | Park National Bank | Richland Trust Company | United Bank, NA | Second National Bank

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Title: Agreement to Merge
Governing Law: Ohio     Date: 11/4/2008
Industry: Regional Banks     Sector: Financial

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Exhibit 2.1

Agreement to Merge

between each of

The Richland Trust Company

Century National Bank

The First-Knox National Bank of Mount Vernon

United Bank, N.A.

Second National Bank

The Security National Bank and Trust Co.

The Citizens National Bank of Urbana

and

The Park National Bank

under the charter of

The Park National Bank

under the title of

The Park National Bank

This Agreement to Merge (this “Agreement”), entered into as of May 21, 2008, is made by and between (a) each of (i) The Richland Trust Company, a banking corporation organized under the laws of the State of Ohio (“RTC”); (ii) Century National Bank, a banking association organized under the laws of the United States of America (“CNB”); (iii) The First-Knox National Bank of Mount Vernon, a banking association organized under the laws of the United States of America (“FKNB”); (iv) United Bank, N.A., a banking association organized under the laws of the United States of America (“UB”); (v) Second National Bank, a banking association organized under the laws of the United States of America (“SNB”); (vi) The Security National Bank and Trust Co., a banking association organized under the laws of the United States of America (“SEC”), and (vii) The Citizens National Bank of Urbana, a banking association organized under the laws of the United States of America (“CIT”); and (b) The Park National Bank, a banking association organized under the laws of the United States of America (“PNB”).

 


 

WITNESSETH:

WHEREAS, each of RTC, CNB, FKNB, UB, SNB, SEC and CIT (each, a “Merging Bank” and collectively, the “Merging Banks”) and PNB is a wholly-owned subsidiary of Park National Corporation, an Ohio corporation which is a bank holding company that has made an effective election to become a financial holding company (“Park”); and

WHEREAS, as of September 30, 2007, the capital stock, surplus and undivided profits (including capital reserves) of each of the Merging Banks and PNB consisted of those amounts set forth in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undivided Profits

 

 

 

 

 

 

Class and Number

 

 

 

 

 

 

 

 

 

(including capital

Bank

 

Capital Stock

 

of Shares

 

Par Value

 

Surplus

 

reserves)

RTC

 

$

1,457,000

 

 

Common Shares — 145,700

 

$

10.00

 

 

$

14,043,000

 

 

$

14,288,000

 

CNB

 

$

862,820

 

 

Common Stock — 862,820

 

$

1.00

 

 

$

59,681,180

 

 

$

6,748,000

 

FKNB

 

$

1,958,000

 

 

Common Stock — 626,544

 

$

3.125

 

 

$

8,528,000

 

 

$

25,664,000

 

UB

 

$

1,580,640

 

 

Common Stock — 158,064

 

$

10.00

 

 

$

6,500,000

 

 

$

4,340,000

 

SNB

 

$

452,000

 

 

Common Stock — 155,648

 

$

2.904

 

 

$

3,172,000

 

 

$

16,918,000

 

SEC

 

$

2,044,150

 

 

Common Stock — 1,308,256

 

$

1.5625

 

 

$

33,815,850

 

 

$

11,858,000

 

CIT

 

$

1,500,000

 

 

Common Stock — 60,000

 

$

25.00

 

 

$

2,000,000

 

 

$

8,524,000

 

PNB

 

$

10,000,000

 

 

Common Stock — 1,250,000

 

$

8.00

 

 

$

81,587,000

 

 

$

52,868,000

 

2


 

WHEREAS, the main office of each of the Merging Banks and PNB is located at the address set forth in the following table:

 

 

 

Bank

 

Address

RTC

 

3 North Main Street, Mansfield, Ohio 44902, County of Richland, State of Ohio

CNB

 

14 South Fifth Street, Zanesville, Ohio 43701, County of Muskingum, State of Ohio

FKNB

 

One South Main Street, Mount Vernon, Ohio 43050, County of Knox, State of Ohio

UB

 

401 South Sandusky Avenue, Bucyrus, Ohio 44820, County of Crawford, State of Ohio

SNB

 

499 South Broadway, Greenville, Ohio 45331, County of Darke, State of Ohio

SEC

 

40 South Limestone Street, Springfield, Ohio 45502, County of Clark, State of Ohio

CIT

 

One Monument Square, Urbana, Ohio 43078, County of Champaign, State of Ohio

PNB

 

50 North Third Street, Newark, Ohio 43055, County of Licking, State of Ohio

WHEREAS, in addition to shares of common stock, each of CNB, FKNB, SEC and PNB is authorized to issue shares of a class of perpetual, non-cumulative preferred stock as set forth in the following table, none of which shares are issued as of the date of this Agreement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Shares

Bank

 

Class

 

Par Value

 

Authorized

CNB

 

Class A non-cumulative, perpetual preferred stock

 

$

1,000.00

 

 

 

16,000

 

FKNB

 

Class A non-cumulative, perpetual preferred stock

 

$

1,000.00

 

 

 

15,920

 

SEC

 

Class A non-cumulative, perpetual preferred stock

 

$

1,000.00

 

 

 

17,400

 

PNB

 

Class A non-cumulative, perpetual preferred stock

 

$

1,000.00

 

 

 

32,600

 

WHEREAS, each of the Boards of Directors of RTC, CNB, FKNB, UB, SNB, SEC, CIT and PNB has determined that it is in the best interests of their respective entities and Park (the sole shareholder of each of the Merging Banks and PNB) for each of RTC, CNB, FKNB, UB, SNB, SEC and CIT to merge with and into PNB upon the terms and subject to the conditions set forth in this Agreement, which mergers will be consummated on a serial basis in such order and with such respective effective times as determined by each of the respective Merging Banks and PNB to be appropriate and in the best interest of their respective operations and approved by the Office of the Comptroller of the Currency of the United States of America (the “OCC”); and

3


 

WHEREAS, the Boards of Directors of RTC, CNB, FKNB, UB, SNB, SEC, CIT and PNB have each authorized and approved this Agreement by resolutions duly authorized and adopted by the vote of at least a majority of its members pursuant to the authority given by and in accordance with the provisions of the laws of the United States of America applicable to national banking associations, including, without limitation, 12 U.S.C. Section 215a and the regulations promulgated thereunder, and the laws of the State of Ohio applicable to Ohio banking corporations, including, without limitation, Chapter 1115 and Chapter 1701 of the Ohio Revised Code and the administrative rules promulgated thereunder, in each case as appropriate;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties contained herein, it is hereby agreed by and between each of the Merging Banks and PNB that the terms of the mergers of each of the Merging Banks with and into PNB contemplated by this Agreement and the mode of carrying each such merger into effect, shall be as follows:

Section 1 .

Each of RTC, CNB, FKNB, UB, SNB, SEC and CIT shall be merged with and into PNB under the national banking charter of PNB (the mergers are hereafter referred to individually as the “RTC Merger”, the “CNB Merger”, the “FKNB Merger”, the “UB Merger”, the “SNB Merger”, the “SEC Merger” and the “CIT Merger”, respectively, and collectively as the “Mergers”). The Mergers shall be consummated on a serial basis in such order and with such respective effective times as determined by each of the respective Merging Banks and PNB to be appropriate and in the best interest of their respective operations and approved by the OCC. PNB shall be the surviving association in each of the Mergers (the “Surviving Association”), PNB shall continue to exist as a national banking association under the laws of the United States of America and PNB shall be the only one of PNB and RTC, CNB, FKNB, UB, SNB, SEC or CIT, as appropriate, to continue its separate existence after the effective time of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC Merger and the CIT Merger, respectively.

Section 2 .

The name of the Surviving Association in each of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC Merger and the CIT Merger shall be The Park National Bank.

4


 

Section 3 .

Each of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC Merger and the CIT Merger shall become effective at the time specified in the res


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