0000912057-95-007222.txt : 19950905 0000912057-95-007222.hdr.sgml : 19950905 ACCESSION NUMBER: 0000912057-95-007222 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19950901 SROS: NASD GROUP MEMBERS: BARBARA W. BEYMER GROUP MEMBERS: DEBORAH P. WRIGHT GROUP MEMBERS: JEANNE D. HUBBARD GROUP MEMBERS: MARSHALL T. REYNOLDS GROUP MEMBERS: REYNOLDS MARSHALL T ET AL GROUP MEMBERS: ROBERT H. BEYMER GROUP MEMBERS: ROBERT L. SHELL, JR. GROUP MEMBERS: SHIRLEY A. REYNOLDS GROUP MEMBERS: THOMAS W. WRIGHT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABIGAIL ADAMS NATIONAL BANCORP INC CENTRAL INDEX KEY: 0000356809 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521508198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34270 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 1627 K ST NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2024664090 MAIL ADDRESS: STREET 1: 1627 K ST NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WNB CORP DATE OF NAME CHANGE: 19860702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS MARSHALL T ET AL CENTRAL INDEX KEY: 0000944688 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: HUDDLESTON BOLEN BEATTY PORTER & COPEN STREET 2: PO BOX 2185 611 THIRD AVE CITY: HUNTINGTON STATE: WV ZIP: 25722 BUSINESS PHONE: 3046918398 MAIL ADDRESS: STREET 1: HUDDLESTON BOLEN BEATTY PORTER & COPEN STREET 2: PO BOX 2185 611 THIRD AVE CITY: HUNTINGTON STATE: WV ZIP: 25722 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 ABIGAIL ADAMS NATIONAL BANCORP. INC. -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK -------------------------------------------------------------------------------- (Title of Class of Securities) 003390101 ------------------------------ (CUSIP Number) Thomas J. Murray, Esq. Huddleston, Bolen, Beatty, Porter & Copen P.O. Box 2185 611 Third Avenue Huntington, WV 25722 (304) 529-6181 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) APRIL 21, 1995 -------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box. / / Check the following box if a fee is being paid with the statement. / / This Document Consists of 150 Pages. An Exhibit Index Appears on Sequentially Numbered Page 26. CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Marshall T. Reynolds Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / X / 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person has entered into a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., in which he has agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. i CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Shirley A. Reynolds Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / X / 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which she and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. ii CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Robert H. Beymer Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF/OO 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / X / 13. Percent of Class Represented by Amount in Row 11: 0% (1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which he and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. iii CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Barbara W. Beymer Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF/OO 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. /X/ 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which she and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. iv CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Robert L. Shell, Jr Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / X / 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which he and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. v CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Thomas W. Wright Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: Kentucky Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes /X/ Certain Shares. 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which he and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. vi CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Deborah P. Wright Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: Kentucky Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / X / 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which she and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. vii CUSIP. No. None SCHEDULE 13D 1. Name of Reporting Person: Jeanne D. Hubbard Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of 7. Sole Voting Power: 0(1) Shares Beneficially 8. Shared Voting Power: 0(1) Owned by Each 9. Sole Dispositive Power: 0(1) Reporting Person With 10. Shared Dispositive Power: 0(1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / X / 13. Percent of Class Represented by Amount in Row 11: 0%(1) 14. Type of Reporting Person: IN ___________________________ (1) The Reporting Person, together with other Reporting Persons, has entered into an Assignment dated April 28, 1995 of certain rights and obligations under a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A., pursuant to which she and other Reporting Persons have agreed to acquire between 191,932 and 203,038 shares of the Common Stock of Abigail Adams National Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding shares thereof based on the number of shares reported outstanding in Bancorp's Form 10-K filed for the year ended December 31, 1994. Unless and until such acquisition is consummated, the Reporting Person disclaims beneficial ownership of the shares covered thereby. viii ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Schedule 13D relates is the common stock, par value $10.00 per share, of Abigail Adams National Bancorp, Inc. ("Bancorp Common Stock"). The address of the principal executive offices of Abigail Adams National Bancorp, Inc. ("Bancorp") is 1627 K Street, N.W., Washington, D.C. 20006. ITEM 2. IDENTITY AND BACKGROUND. I. Marshall T. Reynolds (a) Name: Marshall T. Reynolds (b) Business address: P.O. Box 2968 2450 1st Street Huntington, West Virginia 25728-2968 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: President and over 60% stockholder, Champion Industries, Inc. d/b/a Chapman Printing Company P.O. Box 2968 Huntington, West Virginia 25728-2968 (commercial printing and office products) (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding 1 any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. (f) Citizenship: United States of America. II. Shirley A. Reynolds (a) Name: Shirley A. Reynolds (b) Business address: 1130 13th Avenue Huntington, West Virginia 25701 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Homemaker (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. 2 (f) Citizenship: United States of America. III. Robert H. Beymer (a) Name: Robert H. Beymer (b) Business address: 4341 Route 60 East Huntington, West Virginia 25705 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: General Partner Eastern Heights Shopping Center 4341 Route 60 East Huntington, West Virginia 25705 (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. 3 (f) Citizenship: United States of America. IV. Barbara W. Beymer (a) Name: Barbara W. Beymer (b) Business address: 214 North Boulevard, West Huntington, West Virginia 25701 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Homemaker (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. (f) Citizenship: United States of America. 4 V. Robert L. Shell, Jr. (a) Name: Robert L. Shell, Jr. (b) Business address: #5 Nichols Drive Barboursville, West Virginia 25504 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Chairman of Board and 35% stockholder, Guyan Machinery Co. #5 Nichols Drive Barboursville, West Virginia 25504 (Manufacturing of components of mine machinery and hydraulic pumps) (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. (f) Citizenship: United States of America. 5 VI. Thomas W. Wright (a) Name: Thomas W. Wright (b) Business address: P.O. Box 716 Ashland, Kentucky 41105 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Group President, Brand Industrial Services, Inc. 806 Hoods Creek Pike Ashland, Kentucky 41101 (industrial cleaning company) (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. (f) Citizenship: United States of America. 6 VII. Deborah P. Wright (a) Name: Deborah P. Wright (b) Business address: 1517 Diederich Boulevard Flatwoods, Kentucky 41139 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Homemaker (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. (f) Citizenship: United States of America. VIII.Jeanne D. Hubbard (a) Name: Jeanne D. Hubbard 7 (b) Business address: 333 West 11th Avenue Huntington, West Virginia 25701 (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted: Consultant to First Guaranty Bank, 400 East Thomas Street, Hammond, Louisiana (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case: No. (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws; and if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order: No. (f) Citizenship: United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a stock purchase agreement dated April 21, 1995 between the Reporting Person Marshall T. Reynolds and Citibank, N.A. (the "Stock Purchase Agreement"), Marshall T. Reynolds has agreed to acquire a minimum of 191,932 (the "Minimum Shares") and a maximum of 203,038 shares (the "Maximum Shares") of Bancorp Common Stock currently held by Citibank, N.A. (the "Acquisition"). A copy of the Stock Purchase Agreement is attached hereto as Exhibit A and incorporated herein by reference 8 and made a part hereof to the same extent as though set forth herein in full. By Assignment dated April 28, 1995, Marshall T. Reynolds has assigned to the other Reporting Persons the right to purchase certain of the shares covered by the Stock Purchase Agreement, and the other Reporting Persons have assumed the obligation to purchase same and have adopted all of Marshall T. Reynold's representations, warranties, covenants and obligations set forth in the Stock Purchase Agreement. A copy of the Assignment is attached hereto as Exhibit B and incorporated herein by reference and made a part hereof to the same extent as though set forth herein in full. The shares of Bancorp Common Stock to be acquired by the Reporting Persons from Citibank, N.A. constitute the collateral securing a loan made by Citibank, N.A. to Mark G. Griffin, the E.A. Griffin Trust, Barbara D. Blum, Richard W. Naing, Maria L. Naing and the Wynmark Trust pursuant to a Loan Agreement dated August 24, 1988 (the "Loan Agreement"). The Reporting Persons have been advised by Citibank, N.A. that one or more events of default have occurred and are continuing under the Loan Agreement and that Citibank, N.A. has the authority, or as of consummation of the Acquisition will have the authority, to sell at least the Minimum Shares to the Reporting Persons pursuant to Section 9-504 of the New York Uniform Commercial Code. The purchase price for such shares is $17.00 per share, and the aggregate amount of funds required for the Reporting Persons to purchase such shares is $3,262,844 if the Minimum Shares are purchased and $3,451,646 if the Maximum Shares are purchased. The Reporting Persons understand that on April 12, 1994, the Board of Directors of Bancorp declared a dividend of one common share purchase right (a "Right") for each outstanding share of Bancorp Common Stock and entered into a rights agreement with The First National Bank of Maryland, as rights agent (the "Bancorp Rights Agreement"). The terms of the Rights and the Bancorp Rights Agreement are set forth in a current report on Form 8-K filed by Bancorp with the Securities and Exchange Commission ("SEC") on April 27, 1994. Without amendment of the Bancorp Rights Agreement to permit the Acquisition and the transactions contemplated by the Stock Purchase Agreement, the Reporting Persons were unwilling to enter into the Stock Purchase Agreement. Accordingly, Reporting Person Marshall T. Reynolds and Bancorp entered into an Agreement dated April 20, 1995 (the "Bancorp Agreement"), pursuant to which, among other things, (a) following the Acquisition, Reporting Person Marshall T. Reynolds agreed to provide an opportunity to the stockholders of Bancorp (other than Citibank, N.A.) to receive $21.00 per share in cash 9 for the shares of Bancorp Common Stock held by them (the "Tender Offer") and (b) Bancorp (i) agreed to take all actions necessary so that the execution, delivery and performance of the Stock Purchase Agreement and consummation of the Acquisition and the Tender Offer do not and will not result in the Reporting Persons or any of their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse Person" (as such terms are defined in the Bancorp Rights Agreement) or enable or require any Rights under the Bancorp Rights Agreement to become exercisable, or otherwise cause or give rise to the occurrence of a "Distribution Date" (as such term is defined in the Bancorp Rights Agreement), (ii) agreed not to take any action to oppose or impede consummation of the Acquisition, and (iii) agreed to take all actions necessary so that the execution, delivery and performance of the Stock Purchase Agreement and consummation of the Acquisition and the Tender Offer do not constitute a "Change in Control" under the terms of any of the severance agreements referenced in Item 5 of Bancorp's Form 8-K report dated April 27, 1994 or otherwise cause any of the rights or benefits of the employees under such severance agreements to become exercisable or triggered. A copy of the Bancorp Agreement is attached hereto as Exhibit C and incorporated herein by reference and made a part hereof to the same extent as though set forth herein in full. Pursuant to the Bancorp Agreement, Bancorp and The First National Bank of Maryland, as rights agent, entered into a First Amendment to Rights Agreement dated April 20, 1995, amending the Bancorp Rights Agreement to permit the execution, delivery and performance of the Stock Purchase Agreement and the completion of the Tender Offer without causing the Rights to become exercisable and to permit the announcement, initiation, conduct and completion of the Tender Offer without causing the occurrence of a Distribution Date (as defined in the Bancorp Rights Agreement). If all stockholders of Bancorp other than Citibank, N.A. tender all outstanding shares of Bancorp Common Stock held by them (81,806 shares), an additional $1,717,926 of funds will be required to acquire same pursuant to the Tender Offer at $21.00 per share. The Stock Purchase Agreement also provides that Reporting Person Marshall T. Reynolds will deposit $325,000.00 in an escrow account (the "Escrowed Funds"). The Escrowed Funds will be forfeited by Marshall T. Reynolds in the event the Reporting Persons are unable to obtain all necessary regulatory approvals to consummate the Acquisition or otherwise breach the Stock Purchase Agreement and fail to cure such breach as provided therein. A copy of the Escrow Agreement dated April 21, 1995 among Reporting Person Marshall T. Reynolds, Citibank, N.A. and 10 Citizens Bank of Maryland as Escrow Agent is attached hereto as Exhibit D and incorporated herein by reference and made a part hereof to the same extent as though set forth herein in full. Consummation of the acquisition of Bancorp Common Stock is subject to a number of other conditions as set forth in Article VI of the Stock Purchase Agreement. Except with respect to any required regulatory approvals, the Reporting Persons and Citibank, N.A. may waive the conditions to consummation of such acquisition in accordance with Section 7.4 of the Stock Purchase Agreement. The Stock Purchase Agreement also may be terminated by the Reporting Persons or Citibank, N.A. in accordance with the provisions of Section 7.1 thereof. The source of funds for this purchase for each of the Reporting Persons is set forth below: Marshall T. Reynolds and Shirley A. Reynolds will utilize $2,049,146 from an available $5,000,000 line of credit at United National Bank, Parkersburg, West Virginia. This line of credit bears floating interest at Chase Manhattan Bank Prime Rate, adjusted quarterly, and expires March 31, 1996, subject to renewal. It is collateralized by shares of Champion Industries, Inc. No Bancorp Common Stock will be pledged or otherwise utilized to secure the borrowing. A copy of the commitment letter regarding such line of credit is attached as Exhibit E. Robert H. Beymer and Barbara W. Beymer anticipate utilizing a combination of personal funds, a $60,000 loan on life insurance policy cash surrender value, a $100,000 line of credit from Citizens Deposit Bank & Trust, Vanceburg, Kentucky (bearing floating interest at the bank base rate plus one percent (1%), requiring quarterly payments of interest, maturing April 10, 1996), and $200,000 proceeds of intra-family loans not yet concluded to effect the Acquisition. All such loans are unsecured. Robert L. Shell, Jr. will utilize $459,000 available through two loan commitments aggregating $559,000 from Bank One, West Virginia, NA. Loan #1 will be in amount of $300,000, maturing one year from funding, subject to annual review and reaffirmation and bearing interest at Bank One Prime Rate plus one and one-half percent (1 1/2%). Loan #2 will be in amount of $259,000, payable in monthly installments of principal and interest of $4,625, with a balloon payment at maturity, five years from funding. Loan #2 will bear interest at Bank One Prime Rate plus one and one-half percent (1 1/2%). Both loans are to be secured by first lien 11 security interest and pledge of all shares of Bancorp Common Stock acquired by Robert L. Shell, Jr., with a requirement that 70% loan balance to market value of collateral be maintained. A second lien deed of trust on Mr. Shell's personal residence will also be required. Additionally, Marshall T. Reynolds will agree to purchase the Bancorp Common Stock securing these loans, at the price paid by Mr. Shell, in the event of default on either loan, in an amount sufficient to reduce the combined loan balances outstanding to $100,000. A copy of the commitment letter to Mr. Shell is attached as Exhibit F. Thomas W. Wright and Deborah P. Wright will utilize personal funds in the Acquisition. Jeanne D. Hubbard will utilize $25,500 from an available $100,000 line of credit at Citizens Deposit Bank & Trust, Vanceburg, Kentucky. This line of credit bears floating interest at the bank's base rate plus one percent (1%), requires monthly payments of interest, and is renewable annually each January. It is collateralized by shares of common stock of bank holding companies other than Bancorp. No Bancorp Common Stock will be pledged or otherwise utilized to secure the borrowing. A copy of the promissory note representing such line of credit is attached as Exhibit G. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons' purpose in effecting the acquisition of Bancorp Common Stock is to acquire a controlling interest in Bancorp, as an investment which they expect will appreciate in value. Except as set forth in Item 3 and Exhibits A, B and C, they have no current plans or proposals which relate to or would result in any of the following, but reserve the right to seek to effect any such matters in the future: (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; (e) Any material change in the present capitalization or divided policy of the issuer; (f) Any other material change in the issuer's business or corporate structure; 12 (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; The purchasers' present intention with respect to paragraphs (a), (d) and (i) of this Item 4 are set forth below: (a) and (i) As set forth in Item 3 hereof, the Bancorp Agreement provides that Reporting Person Marshall T. Reynolds shall in the Tender Offer afford all shareholders of Bancorp (other than Citibank, N.A.) the opportunity to receive $21.00 per share in cash for shares of Bancorp Common Stock held by them, which, if effected, would constitute the acquisition of additional securities of the issuer by Reporting Person Marshall T. Reynolds. Depending upon the number of shares of Bancorp Common Stock so acquired, it is also possible that Bancorp Common Stock would become eligible for termination of registration under section 12(g)(4) of the Act, though it is impossible at this time to predict the likelihood of such a result. (d) The Reporting Persons plan to add three (3) directors to the board of directors of Bancorp. The additional directors will be Jeanne D. Hubbard, Robert L. Shell, Jr. and Marshall T. Reynolds. The Reporting Persons have no other plans or proposals with respect to changing the present board of directors or management of the issuer at this time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Minimum Shares represent approximately 67.4% and the Maximum Shares represent 71.3% of the outstanding shares of Bancorp Common Stock as reported in Bancorp's 10-K for the year ended December 31, 1994. Unless and until the Acquisition is consummated, the Reporting Persons disclaim beneficial ownership of the shares of Bancorp Common Stock to be acquired in the Acquisition. 13 (b) Section 8.3 of the Stock Purchase Agreement provides that notwithstanding any assignment by Reporting Person Marshall T. Reynolds of his rights thereunder, and the assumption thereby by any assignee, Mr. Reynolds's obligations are not modified or diminished thereby. Subject to the contractual obligation of Marshall T. Reynolds to acquire all shares of Bancorp Common Stock as provided in the Stock Purchase Agreement, his assignment to the other Reporting Persons, and their assumption of obligations to acquire, will result, upon consummation of the Acquisition, in the following beneficial ownership by number of shares: Sole Voting/ Shared Voting/ Dispositive Power Dispositive Power ----------------- ----------------- Marshall T. Reynolds -0-(1) 80,538(2) Shirley A. Reynolds 40,000 80,538(2) Robert L. Shell, Jr. 27,000(1) -0- Robert H. Beymer -0- 7,000(2) Barbara W. Beymer 20,000 7,000(2) Thomas W. Wright -0- 7,000(2) Deborah P. Wright 20,000 7,000(2) Jeanne D. Hubbard 1,500 -0- (1) Upon any default under Robert L. Shell, Jr.'s loan commitment described in Section 3, Marshall T. Reynolds would be required to purchase the shares of Bancorp Common Stock attributed to Mr. Shell, increasing the number of shares held with sole voting and dispositive power by Mr. Reynolds to 27,000 and reducing Mr. Shell's beneficial ownership to -0-. (2) Shares held jointly between spouses. (c) Except as otherwise described herein, none of the Reporting Persons beneficially own any shares of Bancorp Common Stock. Other than as described in this Schedule 13D, no transactions in Bancorp Common Stock were effected during the past 60 days by the Reporting Persons. 14 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As noted above, the Reporting Persons have entered into the Stock Purchase Agreement with Citibank, N.A., the Assignment from Reporting Person Marshall T. Reynolds, the Bancorp Agreement with Bancorp and the Escrow Agreement attendant to the Stock Purchase Agreement. Various of the Reporting Persons have also entered into loan agreements for the borrowing of funds to acquire Bancorp Common Stock. For a description of these documents, see Item 4 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Stock Purchase Agreement dated April 21, 1995 between Citibank, N.A. and Reporting Person Marshall T. Reynolds Exhibit B Assignment from Marshall T. Reynolds to other Reporting Persons dated April 28, 1995 Exhibit C Bancorp Agreement dated April 20, 1995 between Abigail Adams National Bancorp, Inc. and Marshall T. Reynolds Exhibit D Escrow Agreement dated April 21, 1995 among Marshall T. Reynolds, Citibank, N.A. and Citizens Bank of Maryland as Escrow Agent Exhibit E Commitment Letter to Marshall T. Reynolds from United National Bank dated January 10, 1995 Exhibit F Commitment Letter to Robert L. Shell, Jr. from Bank One, West Virginia, NA dated January 30, 1995 Exhibit G Promissory Note dated January 5, 1995 from Jeanne D. Hubbard and John L. Hubbard to Citizens Deposit Bank & Trust Exhibit H Promissory Note dated March 30, 1995 from Robert H. Beymer to Citizens Deposit Bank & Trust Exhibit I Agreement as to filing per Rule 13d-1(f)(1)(iii) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement is filed on behalf of each and all of the persons signatory below. 15 Dated: April 28, 1995 /s/ Marshall T. Reynolds /s/ Robert L. Shell, Jr. ------------------------------ --------------------------- MARSHALL T. REYNOLDS ROBERT L. SHELL, JR. /s/ Shirley A. Reynolds /s/ Thomas W. Wright ------------------------------ --------------------------- SHIRLEY A. REYNOLDS THOMAS W. WRIGHT /s/ Robert H. Beymer /s/ Deborah P. Wright ------------------------------ --------------------------- ROBERT H. BEYMER DEBORAH P. WRIGHT /s/ Barbara W. Beymer /s/ Jeanne D. Hubbard ------------------------------ --------------------------- BARBARA W. BEYMER JEANNE D. HUBBARD 16 EXHIBIT INDEX ------------- Location In Sequentially Exhibit No. Description Numbered Copy ----------- ----------- -------------- Exhibit A Stock Purchase Agreement dated 27 April 21, 1995 between Citibank, N.A. and Reporting Person Marshall T. Reynolds Exhibit B Assignment from Marshall T. 72 Reynolds to other Reporting Persons dated April 28, 1995 Exhibit C Bancorp Agreement dated April 20, 75 1995 between Abigail Adams National Bancorp, Inc. and Marshall T. Reynolds Exhibit D Escrow Agreement dated April 21, 135 1995 among Marshall T. Reynolds, Citibank, N.A. and Citizens Bank of Maryland as Escrow Agent Exhibit E Commitment Letter to Marshall T. 140 Reynolds from United National Bank dated January 10, 1995 Exhibit F Commitment Letter to Robert L. 142 Shell, Jr. from Bank One, West Virginia, NA dated January 30, 1995 Exhibit G Promissory Note dated January 5, 145 1995 from Jeanne D. Hubbard and John L. Hubbard to Citizens Deposit Bank & Trust Exhibit H Promissory Note dated March 30, 146 1995 from Robert H. Beymer to Citizens Deposit Bank & Trust Exhibit I Agreement as to filing per 150 Rule 13d-1(f)(1)(iii) 17 EX-99.A 2 EXHIBIT A STOCK PURCHASE AGREEMENT EXHIBIT A STOCK PURCHASE AGREEMENT ("Stock Purchase Agreement" or "Agreement") dated as of April 21, 1995, between CITIBANK, N.A. (the "Seller"), a national banking association, and MARSHALL T. REYNOLDS (the "Purchaser"). W I T N E S S E T H WHEREAS, the Seller has made a loan (the "Loan"), pursuant to a Loan Agreement ("Loan Agreement") dated August 24, 1988, to Mark G. Griffin, the E.A. Griffin Trust, Barbara D. Blum, Richard W. Naing, Maria L. Naing and the Wynmark Trust (collectively, "Borrowers"); WHEREAS, payment of the Loan is secured by the pledge by the Borrowers to the Seller of 203,038 shares (the "Shares") of the common stock, par value $10.00 per share ("Bancorp Common Stock") of Abigail Adams National Bancorp, Inc. ("Bancorp"); WHEREAS, one or more events of default have occurred and are continuing under the Loan Agreement; WHEREAS, the Seller has, or will have as of the Initial Closing (as defined in Section 2.1(a) hereof), full right, power and authority to sell, pursuant to Section 9-504 of the New York Uniform Commercial Code ("UCC"), at least 191,932 of the Shares to Purchaser; WHEREAS, the Seller wishes to sell all of the Shares to Purchaser, and Purchaser wishes to purchase and acquire, in a UCC sale, all of the Shares from the Seller (the "Acquisition"), all on the terms set forth herein; and WHEREAS, the parties desire to provide for certain undertakings, conditions, representations, warranties and covenants in connection with the transactions contemplated hereby; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS "Adams" shall mean Adams National Bank, N.A., a national banking association and a wholly owned, direct subsidiary of Bancorp. "Applicable Number of Shares" shall mean the greater of (i) the maximum number of Shares that the Seller has the full right, power and authority to sell and deliver to Purchaser as of the Initial Closing and (ii) 191,932 of the Shares. "Appropriate Federal Regulator" shall mean in the case of Adams, the OCC, and in the case of Bancorp, the Federal Reserve Board or the Federal Reserve Bank of Richmond. "Bancorp Agreement" shall mean an agreement between Purchaser and Bancorp executed prior hereto, a copy of which is attached hereto as Exhibit A, pursuant to which, among other things, (a) Purchaser will provide an opportunity to the stockholders of Bancorp (other than Seller) to receive $21.00 per share in cash for the shares of Bancorp Common Stock held by them (defined therein as the "Tender Offer"); and (b) Bancorp (i) agrees to take all actions necessary so that the execution, delivery and performance of this Agreement and consummation of the Acquisition as contemplated by this Agreement and the Tender Offer do not and will not result in Purchaser, any of his Permitted Assignees, or any of their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse Person" (as such terms are defined in the Bancorp Rights Agreement) under the Bancorp Rights Agreement or enable or require any Rights under the Bancorp Rights Agreement to become exercisable or otherwise cause or give rise to the occurrence of a "Distribution Date" as such term is defined in the Bancorp Rights Agreement, (ii) agrees not to take any action to oppose or impede consummation of the Acquisition, and (iii) agrees to take all actions necessary so that the execution and delivery of this Agreement, consummation of the Acquisition and consummation of the Tender Offer do not constitute a "Change in Control" under the terms of any of the severance agreements referenced in Item 5 of Bancorp's Form 8-K report dated April 27, 1994 or otherwise cause any of the rights or benefits of the employees under such severance agreements to become exercisable or triggered. "Bancorp Rights Agreements" shall mean the Rights Agreement dated as of April 12, 1994 between Bancorp and The First National Bank of Maryland, as Rights Agent, as such may be amended from time to time. "Business Day" shall mean any day other than Saturday, Sunday or a day on which commercial banks located either in the District of Columbia or the City of New York are required or permitted to be closed. 2 "Closing Date" shall mean the Initial Closing Date or a Subsequent Closing Date, as applicable, each as defined in Section 2.1 hereof. "Commission" shall mean the Securities and Exchange Commission. "Closing Deadline" shall mean the later of (a) the close of business on July 21, 1995; or (b) such other date as may be applicable pursuant to Section 2.1(b) of this Agreement. "Deposit" shall have the meaning specified in Section 2.2 hereof. "Designated Account" shall mean an account of the Seller at a commercial bank that is designated in a written notice provided to Purchaser at least two Business Days prior to the Closing Date or other payment date. "Escrowed Funds" shall have the meaning specified in Section 2 of the Escrow Agreement attached hereto as Exhibit B. "FDIA" shall mean the Federal Deposit Insurance Act, as amended. "FDIC" shall mean the Federal Deposit Insurance Corporation, or any successor thereto. "Federal Reserve Board" shall mean the Board of Governors of the Federal Reserve System. "Material Adverse Change" shall mean an event or condition described in Section 6.3(e) of this Agreement that has occurred and is continuing at a time and under circumstances described in Section 6.3(e) of this Agreement. "OCC" shall mean the Office of the Comptroller of the Currency. "Previously Disclosed" shall mean disclosed on or prior to the date hereof in a letter from the party making such disclosure specifically referring to this Agreement and delivered to the other party. "Purchase Price" shall mean an amount equal to (i) $17.00 multiplied by (ii) the Applicable Number of Shares. "Remaining Shares" shall mean any of the Shares that are not sold and delivered to Purchaser at the Initial Closing. 3 Other terms used herein are defined in the preamble and elsewhere in this Agreement. ARTICLE II PURCHASE AND SALE OF SHARES 2.1 Acquisition of Shares --------------------- (a) The transactions contemplated by this Agreement shall be consummated at a Closing (the "Initial Closing") to be held at the offices of Covington & Burling, 1201 Pennsylvania Avenue, Washington, DC, or such other place which shall be agreed to by the Seller and Purchaser, on the earlier of (i) the date on which all conditions precedent contained in this Agreement have been satisfied, but in no event later than the third Business Day following the date on which the condition specified in Section 6.3(d) has been satisfied or (ii) the Closing Deadline, or on such other date as the Seller and Purchaser may agree in writing (the "Initial Closing Date"). Notwithstanding the foregoing, unless the Seller and Purchaser otherwise agree in writing, the Initial Closing shall take place no later than the Closing Deadline (as such may be extended pursuant to Section 2.1(b) of this Agreement). (b) Unless extended pursuant to this Section 2.1(b) or pursuant to the written agreement of the parties as provided in Section 7.4, the Closing Deadline for the Initial Closing Date shall be July 21, 1995. Provided that Purchaser has satisfied the conditions set forth in this Section 2.1(b), Purchaser shall have the right to extend the Closing Deadline one time (an "Extension Right"), for an additional thirty day period (an "Extension Period"). An Extension Right may be exercised by Purchaser only if (i) as of the commencement of the Extension Period the Seller does not have the right to terminate this Agreement pursuant to Section 7.1(b) of this Agreement; (ii) Purchaser has not received any regulatory disapproval or denial in connection with this Agreement; (iii) the condition specified in Section 6.3(d) has not been satisfied; (iv) Purchaser shall have notified Seller in writing of its intent to exercise the Extension Right not more than ten days prior to the Closing Deadline; (v) Purchaser shall have made a payment (an "Extension Payment") in the amount of $50,000.00 in immediately available funds not later than five days prior to the Closing Deadline to the Designated Account, or if no Designated Account has been designated by Seller, by check payable to Seller. No Extension Right may be exercised until the period commencing ten days prior to the applicable Closing Deadline. Purchaser's notice of intent to exercise the Extension Right shall state the reasons for the exercise of such Extension Right. 4 (c) At the Initial Closing, upon satisfaction of the conditions contained in Article VI hereof, the Seller shall sell and deliver to Purchaser, and Purchaser shall purchase from the Seller, the Applicable Number of Shares, and in exchange therefor Purchaser shall pay to the Seller, by application of the Escrowed Funds and wire transfer to the Designated Account or by check if no Designated Account has been designated by the Seller, an amount equal to the Purchase Price. At the Initial Closing, the Seller shall deliver to Purchaser certificates representing the Applicable Number of Shares, together with duly executed stock powers filled in blank, and shall take all reasonable actions at the Initial Closing and thereafter (excluding delivering any legal opinions), at the request of Purchaser, necessary to accomplish the transfer of the Applicable Number of Shares to Purchaser. (d) During the six month period following the Initial Closing, Seller shall, within three Business Days after the time at which it obtains the full right, power and authority to sell and deliver any of the Remaining Shares to Purchaser, deliver a written notice ("Remaining Shares Notice") to Purchaser specifying the number of Remaining Shares as to which it has obtained full right, power and authority to sell and deliver to Purchaser. A closing (a "Subsequent Closing") with respect to such Shares shall be held within twenty (20) Business Days after Seller so notifies Purchaser (such date being a "Subsequent Closing Date"). Provided, however, that if the Remaining Shares Notice is given at any time after Purchaser has publicly announced a tender offer for Bancorp Common Stock and before expiration of the period, including extensions, during which shares of Bancorp Common Stock tendered thereunder may be accepted or rejected, the Subsequent Closing Date shall be postponed until after expiration of such period or such other time as Purchaser may purchase the Remaining Shares covered by such Remaining Shares Notice consistent with applicable law and regulations, and Seller covenants and agrees that it shall not tender any Remaining Shares pursuant to any such tender offer. At any Subsequent Closing, upon satisfaction of the conditions contained in Article VI hereof, the Seller shall sell and deliver to Purchaser, and Purchaser shall buy and accept from Seller, the number of Remaining Shares specified in the applicable Remaining Shares Notice by delivering to Purchaser certificates representing such Shares, together with duly executed and witnessed stock powers filled in blank, and Purchaser shall pay to the Seller, by wire 5 transfer to the Designated Account or by check if no Designated Account has been designated by the Seller, an amount equal to the number of Remaining Shares being sold to Purchaser at such Subsequent Closing multiplied by $17.00. 2.2 Deposit ------- Concurrently with execution by Purchaser and Seller of this Agreement, Purchaser shall deliver to Citizens Bank of Maryland, Trust Department, 14401 Sweitzer Lane, Laurel, Maryland 20707 (or another financial institution reasonably acceptable to the parties hereto) as escrow agent (the "Escrow Agent"), $325,000 in immediately available funds (the "Deposit"), and Purchaser and the Seller concurrently herewith shall execute and deliver the Escrow Agreement substantially in the form attached hereto as Exhibit B (the "Escrow Agreement"). The Deposit shall be held and distributed by the Escrow Agent in accordance with the Escrow Agreement. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER Except as Previously Disclosed, the Seller hereby represents and warrants to Purchaser as follows: 3.1 Organization, Good Standing and Authority of the Seller ----------------------- The Seller is a national bank duly organized, validly existing and in good standing under the laws of the United States. 3.2 Warranty of Title to the Shares ------------------------------- (a) The Seller has, or will have as of the Initial Closing, the ability to transfer valid title to the Applicable Number of Shares to Purchaser, pursuant to Section 9-504 of the UCC and, upon their transfer to Purchaser pursuant to Section 2.1, Purchaser will have valid title to the Applicable Number of Shares free and clear of any pledges, liens, security interests, options, restrictions on transfer or other encumbrances, other than those imposed through acts of Purchaser or by applicable State or Federal securities laws, rules or regulations. (b) Upon the transfer to Purchaser of any Remaining Shares pursuant to Section 2.1 of this Agreement, Purchaser will have valid title to such Remaining Shares free and clear of any pledges, liens, security interests, options, restrictions on transfer or other encumbrances, other than those imposed through acts of Purchaser or by applicable State or Federal securities laws, rules or regulations. 6 3.3 Authorized and Effective Agreement ---------------------------------- (a) The Seller has all requisite corporate power and authority to enter into and to perform all of its obligations under this Agreement. As of the date hereof, the Seller has all requisite corporate power and authority to hold the Shares as collateral for the Loan. The execution and delivery of this Stock Purchase Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Seller. This Stock Purchase Agreement constitutes a legal, valid and binding obligation of the Seller, which is enforceable against the Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, receivership or conservatorship and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Stock Purchase Agreement nor consummation of the transactions contemplated hereby, nor compliance by the Seller with any of the provisions hereof shall (i) conflict with or result in a breach of any provision of the articles of association or by-laws of Seller, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, the Loan Agreement or any related documents, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, regulation applicable to the Seller. 3.4 Legal Proceedings ----------------- To the best of the Seller's knowledge (Seller having no duty of inquiry) as of the date of Seller's execution and delivery of this Agreement, there are no actual pending actions, suits or proceedings which present a claim to restrain or prohibit the transactions contemplated herein, except for Delaware Court of Chancery proceedings C.A. 13464 and C.A. 13810. 3.5 SELLER'S DISCLAIMER OF REPRESENTATIONS AND WARRANTIES -------------------------------------- PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING OR WITH RESPECT TO BANCORP, ADAMS OR THE SHARES. 7 PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED TO PURCHASER WITH RESPECT TO BANCORP, ADAMS OR THE SHARES WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, EVALUATIONS, REPORTS OR OTHER INFORMATION PERTAINING TO BANCORP, ADAMS OR THE SHARES AS MAY HAVE BEEN FURNISHED TO PURCHASER BY SELLER OR ITS AGENTS OR REPRESENTATIVES. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE SHARES AS PROVIDED IN THIS AGREEMENT IS MADE WITHOUT RECOURSE ON AN "AS IS", "WHERE IS" CONDITION AND BASIS WITH ALL FAULTS EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS ARTICLE III. IT IS UNDERSTOOD AND AGREED THAT THE SHARES WILL BE SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS ARTICLE III. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT THE SHARES (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY OTHER STATE OR FEDERAL SECURITIES STATUTE, THAT BANCORP HAS NO OBLIGATION OR INTENTION TO REGISTER THE SHARES, OR TO TAKE ANY ACTION SO AS TO PERMIT SALES PURSUANT TO THE ACT, AND THAT SELLER HAS NO OBLIGATION OR INTENTION TO CAUSE THE SHARES TO BE REGISTERED OR TO TAKE ANY ACTION SO AS TO PERMIT SALES PURSUANT TO THE ACT, (B) WILL NOT BE LISTED ON ANY STOCK OR OTHER SECURITIES EXCHANGE, (C) WILL CARRY NO RATING BY ANY RATING SERVICE, AND (D) WILL NOT BE READILY MARKETABLE. PURCHASER UNDERSTANDS THAT BECAUSE OF THE ACT, PURCHASER WILL BE PRECLUDED FROM MAKING ANY TRANSFER OR OTHER DISPOSITION OF ANY OF THE SHARES FOR AN INDEFINITE PERIOD UNLESS A SPECIFIC EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH RESPECT TO ANY PARTICULAR TRANSACTION OR UNLESS THE SHARES HAVE BEEN REGISTERED PURSUANT TO THE ACT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE SHARES WILL BEAR AN APPROPRIATE RESTRICTIVE LEGEND TO THE EFFECT THAT THE SHARES MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION OR THE AVAILABILITY OF A VALID EXEMPTION FROM REGISTRATION, AND THAT AN ACCEPTABLE OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Except as Previously Disclosed, Purchaser hereby represents and warrants to the Seller as follows: 8 4.1 Authorized and Effective Agreement ---------------------------------- (a) Purchaser has all requisite power and authority to enter into and perform all of its obligations under this Stock Purchase Agreement. The execution and delivery of this Stock Purchase Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action in respect thereof on the part of Purchaser. This Stock Purchase Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Purchaser's consummation of the transactions contemplated by this Agreement is not contingent upon financing. (b) Neither the execution and delivery of this Stock Purchase Agreement, nor consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof shall (i) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Purchaser pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser. 4.2 Legal Proceedings: Regulatory Approvals --------------------------------------- To the best of Purchaser's knowledge as of the date of Purchaser's execution and delivery of this Agreement, there are no actual actions, suits or proceedings which present a claim to restrain or prohibit the transactions contemplated herein. No fact or condition relating to Purchaser known to Purchaser exists that would prohibit Purchaser from obtaining all of the regulatory approvals contemplated herein. 4.3 Purchaser's Due Diligence ------------------------- At the time of the execution of this Agreement, Purchaser shall have made such examination, review and investigation of the facts and circumstances necessary to evaluate Bancorp, Adams and the Shares as it has deemed necessary or appropriate to form a basis for its decision to purchase the Shares. Purchaser is assuming all risk with respect to the completeness, accuracy or sufficiency of its examination, review and investigation. Purchaser has agreed to the Purchase Price on the basis of its own independent investigation and evaluation of Bancorp and Adams and 9 has not sought or relied upon any representations, warranties, information, covenants or agreements of Seller (other than the express representations and warranties set forth in this Agreement). 4.4 Sophistication; Investment Intent; Legend ----------------------------------------- Purchaser, his Permitted Assignees and their respective agents and representatives have such knowledge and experience in financial and business matters as to enable them to utilize the information made available to them in connection with the purchases contemplated hereby, to evaluate the merits and risks of an investment in Bancorp and to make an informed decision with respect thereto. Purchaser and Permitted Assignees are acquiring the shares of Bancorp common stock hereunder for their own account for investment only and not with a view to making a distribution thereof within the meaning of the Securities Act of 1933 (the "1933 Act"). Such shares will not be sold or transferred by Purchaser or Permitted Assignees in violation of the securities laws of the United States or any state thereof or other jurisdiction. Purchaser and Permitted Assignees understand and agree that the certificate or certificates representing such shares will bear a legend substantially to the effect set forth below: The securities represented by this certificate have not been registered under either the Securities Act of 1933 (the "Act") or applicable state or foreign securities laws (the "Other Acts") and shall not be sold or otherwise disposed of for value by the holder hereof except upon registration of such sale or disposition in accordance with the securities registration requirements of the Act or any applicable Other Acts, or pursuant to an exemption from such registration requirements. ARTICLE V COVENANTS 5.1 Applications ------------ As promptly as practicable after the date hereof, Purchaser shall submit applications for prior approval of the transactions contemplated herein to the Federal Reserve Board, or any other federal, state or local government agency, department or body the approval of which is required for consummation of the Acquisition, and diligently pursue all such governmental approvals of such applications. Except to the extent prohibited by law, 10 rule, regulation or order, Seller shall, on specific request from Purchaser, provide to Purchaser all non privileged, non-confidential documents in possession, custody or control of the persons at Seller charged with administering the Loan that are necessary for Purchaser to secure court or other governmental approvals, and information in the possession, custody or control of the persons at Seller charged with administering the Loan that would establish a Material Adverse Change. Purchaser shall keep Seller reasonably informed regarding the status of Purchaser's efforts to obtain regulatory approval of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Purchaser shall inform Seller in writing within three (3) business days of formal notice of (i) regulatory approval of the transaction; (ii) regulatory disapproval of the transaction; or (iii) imposition of any conditions to regulatory approval. 5.2 BEST EFFORTS Purchaser and the Seller shall each use its best efforts in good faith to take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Acquisition, in accordance with the terms of this Stock Purchase Agreement, at the earliest possible date. Neither Purchaser nor the Seller shall take, or cause or unreasonably permit to be taken, any action that would substantially delay or impair the prospects of completing the Acquisition. On reasonable request by the other party, Purchaser and Seller shall advise the other party of the status of its efforts to consummate the Acquisition. 5.3 PRESS RELEASES Purchaser and the Seller shall agree with each other as to the form and substance of any press release related to this Stock Purchase Agreement or the transactions contemplated hereby, and consult with each other as to the form and substance of other public disclosures related thereto, other than those required by any law, regulation, rule or order. 5.4 FORBEARANCES OF THE SELLER Except with the prior written consent of Purchaser, between the date hereof and the Closing Date, the Seller shall not enter into any binding agreement concerning any acquisition of the Shares, other than an agreement that is expressly a back-up agreement the effectiveness of which is expressly conditioned on the termination of this Agreement pursuant to Section 7.1 hereof. 11 5.5 BROKERS AND FINDERS Each party shall be responsible for any liability for any fees or commissions or other payments in connection with the transactions contemplated herein arising from claims by any broker, finder, financial advisor, attorney or accountant it shall have engaged and shall indemnify the other party against such liability. Purchaser has engaged Ferris, Baker Watts, Incorporated as its financial advisor in connection with the transactions contemplated by this Agreement. Seller has engaged no financial advisor in connection with the transactions contemplated by this Agreement. Purchaser acknowledges that Bancorp has engaged Baxter Fentriss and Company as its financial advisor, and that Seller is not responsible for any fee or commission or other payments to Baxter Fentriss and Company. 5.6 RELEASE OF NATIONAL BANCSHARES, INC. At the Initial Closing, upon satisfaction of the conditions set forth in Article VI hereof, Seller and Purchaser shall execute and deliver a release of claims against National Bancshares, Inc. ("NBI") and each of its directors (collectively, the "NBI Group") and officers, employees and agents, in all material respects in the form attached hereto as Exhibit C. ARTICLE VI CONDITIONS PRECEDENT 6.1 CONDITIONS PRECEDENT -- PURCHASER AND THE SELLER The respective obligations of Purchaser and the Seller to effect the transactions contemplated by this Agreement at any Closing Date shall be subject to satisfaction or waiver by each party of the following conditions at or prior to such Closing Date: (a) Neither Purchaser nor the Seller shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits consummation of the transactions contemplated by this Stock Purchase Agreement. (b) The NBI Group shall have executed and delivered an absolute and unconditional release of any and all claims the NBI Group has or may have against Seller, Bancorp, Adams, and Purchaser, and their respective directors, officers, employees and agents, in all material respects in the form attached hereto as Exhibit D, except that the foregoing release may exclude from coverage and release thereunder any of Seller, Bancorp, Adams, Purchaser or any director of Bancorp if such person or entity does 12 not contemporaneously therewith execute a similar release in favor of the NBI Group. (c) Seller shall have executed and delivered, effective as of the Initial Closing Date, an absolute and unconditional release of any and all claims that Seller has or may have against Bancorp, Adams or any of their respective affiliates, directors, officers, employees or agents related to any action or inaction by any of them in connection with the Shares, the Seller's efforts to sell the Shares, the Loan and any dealings, negotiations, discussions, agreements or contracts between Seller and any party regarding the Shares, Bancorp or Adams, such release to be in the form attached hereto as Exhibit E; except that such release may exclude from coverage and release thereunder any director of Bancorp who does not contemporaneously therewith execute and deliver the release required by Section 6.2(g) (each director of Bancorp who is entitled to a release hereunder is referred to herein as a "Released Director"). (d) Prior to the execution hereof, Purchaser and Seller shall have received the opinion of Covington & Burling that the execution, delivery and performance of this Agreement and consummation of the Tender Offer shall not result in the Purchaser, any of his Permitted Assignees, or any of their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse Person" (as such terms are defined in the Bancorp Rights Agreement) under the Bancorp Rights Agreement or enable or require any Rights under the Bancorp Rights Agreement to become exercisable, such opinion to be in form and substance satisfactory to Seller, Purchaser and their respective counsel. (e) Purchaser and Bancorp shall have executed and delivered the Bancorp Agreement and Bancorp shall have complied with all of its obligations thereunder. (f) Seller, Bancorp, Barbara D. Blum, Letitia P. Chambers, Shireen L. Dodson, Susan Hager, Clarence L. James, Jr., Richard W. Naing and Dana B. Stebbins shall have executed and delivered all motions or stipulations necessary or appropriate to cause the dismissal with prejudice of that certain action filed in the Court of Chancery of the State of Delaware in and for New Castle County, captioned Citibank, N.A. v. Abigail Adams National Bancorp, Inc., et al., C.A. No. 13464, including dismissal of all claims and counterclaims. 6.2 CONDITIONS PRECEDENT -- THE SELLER The obligations of the Seller to effect the transactions contemplated by this Agreement at any Closing Date shall be subject to satisfaction of the following additional conditions at or prior 13 to such Closing Date unless waived by the Seller pursuant to Section 7.4 hereof: (a) The representations and warranties of Purchaser set forth in Article IV hereof shall be true and correct in all material respects as of the date of this Agreement and as of such Closing Date as though made on and as of such Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as otherwise expressly provided in this Stock Purchase Agreement or consented to in writing by the Seller. (b) Purchaser shall have in all material respects performed all obligations and complied with all covenants required by this Agreement. (c) Purchaser shall have received all approvals of the transactions contemplated herein from the Federal Reserve Board and any other state or federal government agency, department or body, the approval of which is required for the consummation of the Acquisition and all notice and waiting periods in connection therewith shall have expired. (d) Purchaser shall have delivered to the Seller a certificate, dated as of such Closing Date and signed by its authorized representative, stating that to the best of such person's knowledge the conditions set forth in Sections 6.2(a), 6.2(b), and 6.2(c) have been satisfied. (e) Purchaser shall have delivered to Seller an opinion of Huddleston, Bolen, Beatty, Porter & Copen, Huntington, West Virginia, that the sale of the Shares by Seller to Purchaser and Purchaser's Permitted Assignees is exempt from registration under the Securities Act of 1933, as amended. (f) That there are no actions, suits, claims, governmental investigations or procedures instituted or pending that present a claim to restrain or prohibit the transactions contemplated herein. (g) Bancorp and Adams each shall have executed and delivered to Seller, effective as of the Initial Closing Date, an absolute and unconditional release of any and all claims that it has or may have against Seller or any of its affiliates, directors, officers, employees or agents relating to any action or inaction by any of them in connection with the Shares, Seller's efforts to sell the Shares, the Loan and any dealings, negotiations, discussions, agreements or contracts between Seller and any party regarding the Shares, Bancorp or Adams, such release to be in all material respects in the form attached hereto as Exhibit F, and each 14 Released Director of Bancorp shall have executed and delivered to Seller, effective as of the Initial Closing Date, an absolute and conditional release in the same form and covering the same matters. 6.3 CONDITIONS PRECEDENT -- PURCHASER The obligations of Purchaser to perform under Section 2.1 of this Agreement shall be subject to satisfaction of the following additional conditions at or prior to such Closing Date unless waived by Purchaser pursuant to Section 7.4 hereof: (a) The representations and warranties of the Seller set forth in Article III hereof shall be true and correct in all material respects as of the date of this Agreement and as of such Closing Date as though made on and as of such Closing Date (or on the date when made in the case of any representation and warranty which specifically relates to an earlier date), except as otherwise contemplated by this Agreement or consented to in writing by Purchaser. (b) The Seller shall have in all material respects performed all obligations and complied with all covenants required by this Agreement. (c) The Seller shall have delivered to Purchaser a certificate, dated as of such Closing Date and signed by its authorized representative, stating that to the best of such person's knowledge the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied. (d) Purchaser shall have received all regulatory approvals required in connection with the transactions contemplated by this Stock Purchase Agreement, all notice periods and waiting periods required after the granting of any such approvals shall have passed, all such approvals shall be in effect and all conditions precedent imposed by such approvals shall have been satisfied; provided, however, that no such approval shall have imposed any condition or requirement that, in the reasonable opinion of Purchaser, would so materially and adversely affect the business or economic benefits of the transactions contemplated by this Agreement as to render consummation of such transactions unduly burdensome. (e) No Material Adverse Change shall have occurred and be continuing. A Material Adverse Change shall be deemed to have occurred only if: (i) The Appropriate Federal Regulator for Bancorp or Adams shall have issued a determination by March 31, 1995, based on the reported financial condition of 15 Bancorp or Adams on or before March 31, 1995, that Adams or Bancorp is "undercapitalized" within the meaning of such regulator's prompt corrective action regulations promulgated pursuant to Section 38 of the FDIA; (ii) The Appropriate Federal Regulator for Bancorp or Adams shall have issued a prompt corrective action order by March 31, 1995 and Adams or Bancorp shall have failed to comply with such order within the time specified in such order or, if no time is specified, within a reasonable time; (iii) Adams or Bancorp shall have been notified on or before March 31, 1995 by its Appropriate Federal Regulator that it is in an unsafe and unsound condition or is engaging in an unsafe and unsound practice, and Adams or Bancorp shall have failed to cure such condition or cease such practice within the time set by such regulator or, if no time is set, within a reasonable time; (iv) On or before March 31, 1995, Adams or Bancorp shall have entered into a written agreement with its Appropriate Federal Regulator materially limiting its ability to engage in its principal business activities; (v) On or before March 31, 1995, the insurance of Adams' deposits by the FDIC shall have been suspended or terminated; or For the purpose of subsection (ii) and (iii), above, in the event that the time in which an order may be complied with or a cure may be effected has not expired as of the Closing Date, no "Material Adverse Change" shall be deemed to have occurred, and Purchaser, not the Seller, shall bear the risk of Bancorp's and/or Adams' compliance or non-compliance with such order, provided, however, that in the event that a Material Adverse Change is deemed not to have occurred because the time in which to comply with an order or effect a cure has not expired, then Purchaser shall be entitled to a refund from Seller in an amount equal to the lesser of (a) the total amount of Extension Payments as may have been paid to Seller or (b) the reasonable and actual cost of effectuating the required cure or complying with the regulator's order. Purchaser shall provide a written notice to the Seller promptly after Purchaser obtains actual knowledge of facts constituting a Material Adverse Change describing such facts in reasonable detail (a "MAC Notice"). 16 (f) That there are no actions, suits, claims, governmental investigations or procedures instituted or pending that present a claim to restrain or prohibit the transactions contemplated herein, other than Delaware Chancery Court proceeding C.A. 13810. (g) Upon acquisition of the Shares by Purchaser pursuant to this Agreement, Purchaser shall own at the Initial Closing at least 67.4% and at any Subsequent Closing at least 70% of the outstanding voting stock and equity interest in Bancorp, which shall own 100% of the outstanding voting stock and equity interest in Adams and there shall be no outstanding rights or options held by any person or entity the exercise of which could result in a dilution of the ownership interests of Purchaser in Bancorp or Bancorp in Adams. ARTICLE VII TERMINATION, WAIVER, AMENDMENT AND INDEMNIFICATION 7.1 TERMINATION This Agreement may be terminated: (a) At any time by the mutual consent in writing of the parties hereto. (b) At any time, by Purchaser in writing if the Seller has, or by the Seller in writing if Purchaser has, in any material respect, breached (i) any covenant or undertaking contained herein or (ii) any representation or warranty contained herein, which breach has been materially adverse, and in the case of (i) or (ii) such breach has not been cured by the earlier of 30 days after the date on which written notice of such breach is given to the party committing such breach or a Closing Date; provided that neither party may terminate this Agreement pursuant to this Section 7.1(b) if at such time such party has, in any material respect, breached (i) any covenant or undertaking contained herein or (ii) any representation or warranty contained herein and such breach has not been cured in all material respects. (c) At any time by either party hereto if there shall have been a final regulatory determination (as to which all periods for appeal, request for reconsideration and judicial review shall have expired and no appeal, request for reconsideration or petition for judicial review shall be pending) denying any regulatory application the approval of which is a condition precedent to either party's obligations hereunder, or approving such application with conditions that, in the reasonable opinion of Purchaser, are unduly burdensome. 17 (d) By Purchaser in the event a Material Adverse Change has occurred and is continuing as of the Initial Closing Date; (e) At any time by either party hereto if there shall have been a final judicial determination in an action brought by a person or entity that is not a party hereto, acting in concert with a party hereto or a shareholder of Purchaser (as to which all periods for appeal shall have expired and no appeal shall be pending) that any material provision of this Agreement is illegal, invalid, or unenforceable. (f) By Seller in writing, if the Initial Closing Date has not occurred by the Closing Deadline, as it may be extended pursuant to Section 2.1(b), but only if Purchaser is not entitled at such time to terminate this Agreement pursuant to Section 7.1(b) (ignoring for such purpose any unexpired cure period relating to a breach by the Seller specified therein). (g) By the Seller if (i) it has received a MAC Notice from Purchaser, (ii) Purchaser has not terminated this Agreement within ten Business Days after the date (the "MAC Notice Date") such MAC Notice was delivered to the Seller by Purchaser, (iii) the Seller delivers a written notice of termination (a "Seller Notice") to Purchaser within 20 Business Days after the MAC Notice Date and (iv) Purchaser has not, within five Business Days after its receipt of a Seller Notice, waived its right to terminate this Agreement or refuse to consummate the transactions contemplated hereby based solely upon the Material Adverse Change specified in such MAC Notice. (h) By the Seller or Purchaser, in writing, if the Deposit is not delivered to the Escrow Agent and the Escrow Agreement is not executed by the Seller, Purchaser and the Escrow Agent within the time period specified by Section 2.2 hereof. (i) By the Seller or Purchaser, in writing, if the Borrowers or any of them or any of their successors or assigns, exercises any rights under the documentation pertaining to the Loan, as in effect on the date hereof, to redeem or repurchase more than 11,106 of the Shares. (j) By the Seller or Purchaser, in writing, if the Federal Reserve Board or the Federal Reserve Bank of New York takes any action under, or Seller reasonably determines that Seller must take action to comply with Section 2(a)(5)(D) of the Bank Holding Company Act of 1956, as amended, that renders the Seller unable to transfer or cause the transfer of the Applicable Number of Shares to Purchaser. 18 (k) By Purchaser if it concludes that, upon consummation of the Acquisition, Purchaser will own less than 70% of the outstanding voting stock and equity interest in Bancorp, Bancorp will own less than 100% of the outstanding voting stock and equity interest in Adams or there are outstanding rights or options held by any person or entity that could result in a dilution of the ownership interests of Purchaser in Bancorp or Bancorp in Adams. (l) By Purchaser or Seller in the event Bancorp fails to comply with all of its obligations under the Bancorp Agreement. (m) By Purchaser or Seller in the event the conditions specified in Section 6.1 have not been satisfied by the Closing Deadline or the expiration of the Extension Period; provided, however, that Purchaser may terminate this Agreement under this subsection (m) only if the conditions specified in Section 6.3(d) have been satisfied. 7.2 EFFECT OF TERMINATION. In the event this Agreement is terminated pursuant to Section 7.1 hereof, this Agreement shall become void and have no effect, except that (i) the provisions of Article 8 in their entirety and, with respect to any termination after the Initial Closing, any provisions (other than Section 2.1(d)) that by their terms survive the Initial Closing shall survive any such termination, (ii) subject to Section 8.10 of this Agreement, a termination pursuant to Section 7.1(b) shall not relieve the breaching party from liability for an uncured breach of the covenant, undertaking, representation or warranty giving rise to such termination and (iii) a termination after the Initial Closing shall not invalidate or otherwise affect any transactions consummated prior to the date of such termination. 7.3 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS All representations, warranties and covenants in this Agreement shall expire on, and be terminated and extinguished at, each Closing Date with respect to any transactions consummated on such Closing Date other than covenants that by their terms are to be performed after such Closing Date, provided that no such representations, warranties or covenants shall be deemed to be terminated or extinguished so as to deprive Purchaser or the Seller (or any director, officer or controlling person thereof) of any defense at law or in equity which otherwise would be available against the claims of any person, including, without limitation, any shareholder or former shareholder of either Purchaser or the Seller or Bancorp, the aforesaid representations, warranties and 19 covenants being material inducements to consummation by Purchaser and the Seller of the transactions contemplated herein. 7.4 WAIVER Except with respect to any required regulatory approval, each party hereto by written instrument signed by an authorized officer of such party, may at any time extend the time for the performance of any of the obligations or other acts of the other party hereto and may waive (i) any inaccuracies of the other party in the representations or warranties contained in this Agreement or any document delivered pursuant hereto, (ii) compliance with any of the covenants, undertakings or agreements of the other party, or satisfaction of any of the conditions precedent to its obligations, contained herein or (iii) the performance by the other party of any of its obligations set out herein. No waiver or extension shall be effective unless it is in writing signed by the party granting such waiver or extension. 7.5 AMENDMENT OR SUPPLEMENT This Agreement may be amended or supplemented in writing at any time by mutual agreement of Purchaser and the Seller. No modification or amendment of, or supplement to, this Agreement shall be effective unless signed by the party to be bound by such modification, amendment or supplement. 7.6 INDEMNIFICATION (a) From and after the Initial Closing, the Seller shall indemnify Purchaser for claims made by, or liability in favor of, any of the Borrowers on account of such Borrowers' rights or remedies under the Loan Agreement or applicable bankruptcy or creditors rights laws. From and after the Initial Closing, Purchaser shall indemnify the Seller for claims made by, or liability in favor of, any shareholder of Bancorp or Adams (including all past, present or future shareholders of Bancorp or Adams), other than Borrowers, arising from or in connection with: (i) any action or inaction by Purchaser in connection with Bancorp or Adams following the Initial Closing or (ii) in connection with the Bancorp Rights Agreement or any amendment or modification thereto. (b) If any action or proceeding (each a "Claim") is brought or asserted against either party ("Indemnified Party") in respect of which indemnification may be sought under Section 7.6(a), the Indemnified Party shall promptly notify such other party ("Indemnifier") in writing of the existence of such Claim, describe the Claim in reasonable detail and indicate the amount (estimated, if necessary and to the extent feasible) of the damages 20 that have been or may be suffered by the Indemnified Party and the Indemnifier shall thereafter assume and control the defense of such Claim. (c) Upon the assumption of control by the Indemnifier as provided in Section 7.6 (b), the Indemnifier shall, at its expense, diligently proceed with defense, compromise or settlement of the Claim at Indemnifier's sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnified Party shall have the right to employ separate counsel with regard to any such Claim and to participate in the defense thereof at its own cost, provided that the Indemnified Party shall have the right to control the defense of any such Claim and the Indemnifier shall pay the cost thereof in the event that (i) the Indemnifier shall have failed to assume the defense thereof within ten days after receipt of written notice of such action or (ii) both the Indemnifier and the Indemnified Party are parties to such Claim and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifier. (d) In connection with any Claim, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifier, to make available to the Indemnifier all pertinent information and witnesses under the Indemnified Party's control, and take such other steps as in the opinion of counsel for the Indemnifier are necessary to enable the Indemnifier to conduct such defense. (e) The final, nonappealable determination of any Claim, including all related costs and expenses, shall be binding and conclusive upon the Indemnifier and the Indemnified Party as to the amount of the indemnification; PROVIDED, HOWEVER, that, except with the written consent of the Indemnified Party, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the provision by the claimant to the Indemnified Party of a release from all liability in respect of such Claim. (f) Neither party hereto shall compromise or settle any claim, action or proceeding subject to Section 7.6(a) without the consent of the other party hereto, which consent shall not be unreasonably withheld. 21 ARTICLE VIII MISCELLANEOUS 8.1 Expenses -------- Except as provided elsewhere in this Agreement, each party shall bear and pay all fees, expenses and costs that it incurred in connection with the transactions contemplated by this Agreement, without limitation, fees and expenses of its own financial consultants, accountants and counsel. 8.2 Entire Agreement ---------------- This Stock Purchase Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, other than documents referred to herein. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors. Nothing in this Agreement, expressed or implied, is intended to confer upon any party, other than the parties hereto, and their successors or Permitted Assignees, any rights, remedies, obligations or liabilities, except that the conditions precedent set forth in Section 6.1(b), (c) and (f) are also for the benefit of Bancorp, and such provisions shall not be amended, modified or waived in any respect without the prior written consent of Bancorp. 8.3 No Assignment ------------- Neither of the parties hereto may assign any of its rights or obligations under this Stock Purchase Agreement to any other person without the prior written consent of the non-assigning party, which shall not be unreasonably withheld. Seller hereby consents to Purchaser's assignment of proportionate rights as Purchaser hereunder to each of Robert H. Beymer, Robert L. Shell, Jr., Jeanne Hubbard and Thomas W. Wright and their respective spouses (each such person being referred to herein as a "Permitted Assignee"). Any instrument of assignment shall provide for each assignee's written acceptance thereof, which acceptance by its express terms shall constitute the affirmative adoption by each such assignee of all of Purchaser's representations, warranties, covenants and obligations set forth in this Agreement, as fully as if each assignee had been an original party signatory hereto. Such assignments, if any, shall not relieve Purchaser from, nor modify, alter or diminish his representations, warranties, covenants and obligations set forth in this Agreement. Purchaser shall furnish copies of any such assignment to Seller within 3 days after execution thereof. Notwithstanding the foregoing, the Seller may assign its rights under this Agreement to a trustee or other 22 fiduciary provided that (i) the Seller has transferred the Shares to such trustee or fiduciary to prevent a violation of the Bank Holding Company Act of 1956 and (ii) such trustee or fiduciary agrees in writing to be bound by and perform the Seller's obligations under this Agreement and the Escrow Agreement. 8.4 Notices ------- All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by overnight express, or by registered or certified mail, postage prepaid, addressed as follows: If to the Seller: Citibank, N.A. Private Banking Group 153 East 53rd Street New York, New York 10043 Attention: Mr. Walter C. Vosburgh, Jr. With a required copy to: Linowes and Blocher Tenth Floor 1010 Wayne Avenue P. O. Box 8728 Silver Spring, Maryland 20907-8728 Attention: Bradford F. Englander If to Purchaser: Marshall T. Reynolds P. O. Box 4040 Huntington, West Virginia 25729 With a required copy to: Huddleston, Bolen, Beatty, Porter & Copen 611 Third Avenue P. O. Box 2185 Huntington, West Virginia 25722-2185 Attention: Thomas J. Murray 8.5 Captions -------- The captions contained in this Stock Purchase Agreement are for reference purposes only and are not part of this Agreement. 23 8.6 Counterparts ------------ This Stock Purchase Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 8.7 Time of the Essence ------------------- The parties hereto agree that time is of the essence. 8.8 Jury Trial Waiver ----------------- THE PARTIES HERETO AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY OF ANY ISSUES RAISED IN ANY ACTION ALLEGING A BREACH OF THIS AGREEMENT. 8.9 Governing Law and Jurisdiction ------------------------------ THE VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. 8.10 Limitation of Liability ----------------------- (a) The parties agree and acknowledge that in the event that Purchaser fails to consummate the Acquisition, Seller's damages would be difficult to calculate, and the amount of the Escrowed Funds constitutes reasonable and appropriate liquidated damages for Purchaser's failure to consummate the Acquisition. Except for actual damages resulting from Purchaser's material breach of Purchaser's obligations under Section 7.6 of this Agreement and Purchaser's failure to consummate a Subsequent Closing pursuant to Section 2.1(d) of this Agreement, the amount of the Escrowed Funds shall constitute the limit of Purchaser's liability under this Agreement. (b) In the event that Purchaser terminates this Agreement pursuant to Section 7.1(b), or the Seller terminates this Agreement pursuant to Section 7.1(j), Purchaser shall be entitled to payment in an amount equal to Purchaser's reasonable and actual out-of-pocket fees, costs and expenses of its attorney's and other professionals incurred in connection with the transactions contemplated by this Agreement from the date of Seller's execution and delivery of this Agreement through the date on which this Agreement is terminated. Except for actual damages resulting from Seller's material breach of Section 7.6 of this Agreement, the 24 amounts payable by Seller under this subsection 8.10(b) shall constitute the limit of Seller's liability under this Agreement. IN WITNESS WHEREOF, the corporate party hereto has caused this Stock Purchase Agreement to be executed in counterparts by its duly authorized officers and its corporate seal to be hereunto affixed and attested by its officers thereunto duly authorized, and the individual party has signed his name, all as of the day and year first above written. CITIBANK, N.A. By: /s/ Walter C. Vosburgh, Sr. ------------------------------------- Name: Walter C. Vosburgh, Sr. ------------------------------------- Title: Vice President ------------------------------------- /s/ Marshall T. Reynolds --------------------------------------------- MARSHALL T. REYNOLDS 25 EXHIBIT A OMITTED FROM THIS EXHIBIT - DOCUMENT APPEARS AS EXHIBIT C TO THIS SCHEDULE 13D 26 EXHIBIT B OMITTED FROM THIS EXHIBIT - DOCUMENT APPEARS AS EXHIBIT D TO THIS SCHEDULE 13D 27 EXHIBIT C STANDSTILL AND RELEASE AGREEMENT ("Bancorp/Purchaser Release") SPECIFIC RELEASE FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, each of the undersigned hereby releases and forever discharges National Bancshares, Inc. and each of its associates, owners, stockholders, subscribers, promoters, predecessors, successors, assigns, agents, directors, officers, representatives, lawyers, consultants and employees, and all persons acting by, through, under or in concert with them, or any of them (collectively, the "Released Parties"), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, arising from the day before the beginning of time to the date hereof (together, "Claims"), which the undersigned now has or may hereafter have against the Released Parties, or any of them by reason of any matter, cause, or thing arising from or in connection with, or in any way relating to: A. that certain Stock Purchase Agreement dated April 11, 1994, between Citibank, N.A. and National Bancshares, Inc.; B. that certain Stock Purchase Agreement, as Amended dated June 1, 1994, between Citibank, N.A. and National Bancshares, Inc.; C. any attempt, effort, proposal or offer by or on behalf of the Releasing Parties, or any of them, to acquire, or offer to acquire, directly or indirectly, any shares or other interest in Abigail Adams National Bancorp, Inc. or any of its property or assets; D. any dealings, negotiations, discussions, agreements, contracts between National Bancshares, Inc. and Abigail Adams National Bancorp, Inc., or on their respective behalves, regarding the proposed, planned, attempted or offered acquisition by National Bancshares, Inc. of, or offer to acquire, any shares or other interest in Abigail Adams National Bancorp, Inc., from whatever source; E. any action or failure to take action, by or on behalf of National Bancshares, Inc., including without limitation any 28 statements made or claims asserted or threatened, in any way relating to Abigail Adams National Bancorp, Inc., any shares of or other interest therein of any subsidiary, employee, officer, director, agent or attorney thereof or of any subsidiary thereof; F. any effort or attempt by National Bancshares, Inc. to cause Abigail Adams National Bancorp, Inc. or the Adams National Bank to take or not to take any action relating to any agreement by it or any subsidiary with any officer or employee thereof; G. any dealings, negotiations, discussions, agreements, contracts, actions inaction by or between Citibank, N.A. and National Bancshares, Inc., or on their behalves, regarding the proposed, attempted, planned or offered acquisition of shares in Abigail Adams National Bancorp, Inc. by National Bancshares, Inc.; H. the performance or termination of any agreements between Citibank, N.A. and National Bancshares, Inc.; I. any dealings, negotiations, discussions, agreements or contracts between Citibank, N.A. and the Purchaser regarding the proposed acquisition of shares in Abigail Adams National Bancorp, Inc. by the Purchaser; J. shares of Abigail Adams National Bancorp, Inc. held by Citibank, N.A. as collateral for a certain loan to certain individuals, among others, who are or were among the officers and directors of Abigail Adams National Bancorp, Inc.; or K. the alleged agreement between Citibank, N.A. and National Bancshares, Inc., which was the subject of Civil Action No. 13810 in the Court of Chancery of the State of Delaware in and for New Castle County. (individually, a "Released Claim," and collectively, "Released Claims"). This Release shall not release or discharge any claim that does not arise from, or is not in connection with or related to items 1 through 11, above. Each of the Releasing Parties represents and warrants to the Released Parties that he or it has not assigned or transferred any interest in any Released Claim, and each of the Releasing Parties agrees (individually and not jointly) to indemnify and hold the Released Parties harmless from any liability, claim, demand, damages, costs, expenses and attorneys' fees incurred as a result of any person asserting any such assignment or transfer of any rights or claims under such assignment or transfer by the Releasing Party. It is the intention of each of the undersigned that this indemnity does not require payment as a condition precedent to recovery by the Released Parties from the undersigned under this indemnity. 29 Each of the Released Parties agrees that if he or it hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Released Claims or in any manner asserts against a Released Party any of the Released Claims, then such Releasing Party will (individually and not jointly) pay to such Released Party, in addition to any other damages caused thereby, all attorneys' fees incurred by the Releasing Party in defending or otherwise responding to said suit or claim. Each Released Party, by accepting the benefits of this Release, and the undersigned further understand and agree that the execution and acceptance of this Release shall not constitute or be construed as an admission of any liability, claim, defense or counterclaim by or against any party. [SIGNATURE FOLLOWS] ______________________________ [individual] STATE OF * * ss: COUNTY OF * On this _____ day of _______________, in the year 1995, before me, the undersigned, personally appeared _________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that [he/she] executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ______________________________ Notary Public in and for Said County and State [Seal] ______________________________ [corporation] 30 By: __________________________ Title: _______________________ STATE OF * * ss: COUNTY OF * On this _____ day of _______________, in the year 1995, before me, the undersigned, personally appeared _________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as [president/vide-president/secretary] or on behalf of the corporation therein named and acknowledged that the corporation executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ______________________________ Notary Public in and for Said County and State [Seal] 31 EXHIBIT D STANDSTILL AND RELEASE AGREEMENT ("NBI Release") SPECIFIC RELEASE FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, each of the undersigned (i.e., National Bancshares, Inc., a Delaware corporation, and each of its directors, James F. McCall, Frank Francois and Theodore A. Adams, Jr. in their corporate and individual capacities) (together, the "Releasing Parties"), hereby releases and forever discharges Citibank, N.A., Abigail Adams National Bancorp, Inc., The Adams National Bank and _________________________ (who is the "Purchaser," as such term is defined in that certain Standstill and Release Agreement dated as of February ____, 1995 between Citibank, N.A. and National Bancshares, Inc.), and each of their respective associates, owners, stockholders, subscribers, promoters, predecessors, successors, heirs, assigns, agents, directors, officers, partners, representatives, lawyers, consultants and employees and all persons acting by, through, under or in concert with them, or any of them, and any other person or entity (collectively, the "Released Parties"), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, arising from the day before the beginning of time to the date hereof (together, "Claims"), which the undersigned now has or may hereafter have against the Released Parties, or any of them by reason of any matter, cause, or thing arising from or in connection with, or in any way relating to: L. that certain Stock Purchase Agreement dated April 11, 1994, between Citibank, N.A. and National Bancshares, Inc.; M. that certain Stock Purchase Agreement, as Amended dated June 1, 1994, between Citibank, N.A. and National Bancshares, Inc.; N. any attempt, effort, proposal or offer by or on behalf of the Releasing Parties, or any of them, to acquire, or offer to acquire, directly or indirectly, any shares or other interest in Abigail Adams National Bancorp, Inc. or any of its property or assets; 32 O. any dealings, negotiations, discussions, agreements, contracts, actions or inactions by or between the Releasing Parties, or any of them, on the one hand, and the Released Parties, or any of them, on the other hand, or on their respective behalves, regarding the proposed, planned, attempted or offered acquisition by National Bancshares, Inc. of, or offer to acquire, any shares or other interest in Abigail Adams National Bancorp, Inc., from whatever source; P. any action or failure to take action, by or on behalf of the Released Parties, or any of them, including without limitation any statements made or claims asserted or threatened, in any way relating to the Releasing Parties, or any of them, any subsidiary, employee, officer, director, agent or attorney thereof; Q. any effort or attempt by the Released Parties, or any of them, to cause any person or entity to take or not to take any action relating to Abigail Adams National Bancorp, Inc. or the Adams National Bank; R. rights, claims, obligations, duties or liabilities under the D.C. Human Rights Act, as may be amended from time to time, and any rules or regulations thereunder; S. the performance or termination of any agreements between Citibank, N.A. and National Bancshares, Inc.; T. any dealings, negotiations, discussions, agreements, contracts between Citibank, N.A. and any other person or entity regarding Abigail Adams National Bancorp, Inc.; U. shares of Abigail Adams National Bancorp, Inc. held by Citibank, N.A. as collateral for a certain loan to certain individuals, among others, who are or were among the officers and directors of Abigail Adams National Bancorp, Inc.; or V. the alleged agreement between Citibank, N.A. and National Bancshares, Inc., which was the subject of Civil Action No. 13810 in the Court of Chancery of the State of Delaware in and for New Castle County. (individually, a "Released Claim," and collectively, "Released Claims"). This Release shall not release or discharge any claim that does not arise from, or is not in connection with or related to items 1 through 11, above. Each of the Releasing Parties represents and warrants to the Released Parties that he or it has not assigned or transferred any interest in any Released Claim, and each of the Releasing Parties agrees (individually and not jointly) to indemnify and hold the Released Parties harmless from any liability, claim, demand, damages, costs, expenses and attorneys' fees incurred as a result of any person asserting any such assignment or transfer of any 33 rights or claims under such assignment or transfer by the Releasing Party. It is the intention of each of the undersigned that this indemnity does not require payment as a condition precedent to recovery by the Released Parties from the undersigned under this indemnity. Each of the Released Parties agrees that if he or it hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Released Claims or in any manner asserts against a Released Party any of the Released Claims, then such Releasing Party will (individually and not jointly) pay to such Released Party, in addition to any other damages caused thereby, all attorneys' fees incurred by the Releasing Party in defending or otherwise responding to said suit or claim. Each Released Party, by accepting the benefits of this Release, and the undersigned further understand and agree that the execution and acceptance of this Release shall not constitute or be construed as an admission of any liability, claim, defense or counterclaim by or against any party. [SIGNATURE FOLLOWS] ______________________________ James F. McCall STATE OF * * ss: COUNTY OF * On this _____ day of _______________, in the year 1995, before me, the undersigned, personally appeared James F. McCall, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that he executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ______________________________ Notary Public in and for Said County and State [Seal] 34 ______________________________ Frank Francois STATE OF * * ss: COUNTY OF * On this _____ day of _______________, in the year 1995, before me, the undersigned, personally appeared Frank Francois, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that he executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ______________________________ Notary Public in and for Said County and State [Seal] ______________________________ Theodore A. Adams, Jr. STATE OF * * ss: COUNTY OF * On this _____ day of _______________, in the year 1995, before me, the undersigned, personally appeared Theodore A. Adams, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that he executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ______________________________ Notary Public in and for Said County and State 35 [Seal] National Bancshares, Inc., a Delaware corporation By: __________________________ Title: _______________________ STATE OF * * ss: COUNTY OF * On this _____ day of _______________, in the year 1995, before me, the undersigned, personally appeared _________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that he executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ______________________________ Notary Public in and for Said County and State [Seal] 36 EXHIBIT E TO STOCK PURCHASE AGREEMENT ("Seller Release" per Section 6.1(c)) SPECIFIC RELEASE FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, except as expressly stated below, the undersigned Citibank, N.A. (the "Releasing Party") hereby releases and forever discharges Abigail Adams National Bancorp, Inc. ("Bancorp"), The Adams National Bank ("Adams") and each of their affiliates and subsidiaries (collectively, the "Released Entities" and individually, a "Released Entity") and all officers, directors, predecessors, successors, assigns, employees, agents, representatives, lawyers and consultants of each Released Entity, and all heirs, successors and assigns of each such Released Entity and such other persons and entities, and all persons acting by, through, or in concert with them, or any of them , but excluding any person who is an "Excluded Director" as hereinafter defined (collectively, the "Released Parties" and individually, a "Released Party"), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, arising from the day before the beginning of time to the date of execution hereof (together, "Claims"), which the Releasing Party now has or may hereafter have against the Released Parties, or any of them, by reason of any matter, cause, or thing arising from or in connection with, or in any way relating to: (1) that certain Stock Purchase Agreement dated April 11, 1994, between Citibank, N.A. ("Citibank") and National Bancshares, Inc. ("NBI"); (2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994, between Citibank and NBI; (3) any dealings, negotiations, discussions, communications, agreements, or contracts between or among any Released Party or any of their parents, subsidiaries or affiliates, or any of their officers, directors, employees, agents, representatives or lawyers, and any person or entity relating to a purchase, sale or any other disposition of the shares of common stock of Bancorp pledged to Citibank as collateral (the "Shares") or of Bancorp or the Bank (or of any interest in any of them); (4) any dealings, negotiations, discussions, communications, agreements, or contracts between or among the Releasing Party, or its parents, subsidiaries or affiliates, or any of their 37 officers, directors, employees, agents, representatives or lawyers, and any person or entity relating to the purchase, sale or any other disposition of the Shares of Bancorp or the Bank (or of any interest in any of them); (5) any action or inaction by or on behalf of the Released Parties, or any of them, relating to Bancorp, the Bank or the Shares; (6) that certain Rights Agreement dated as of April 12, 1994 between Bancorp and the First National Bank of Maryland as Rights Agent, as amended; (7) any matter or thing that is the subject matter of any claim, counterclaim, defense or allegation that was made in that certain lawsuit currently pending in the Chancery Court of the State of Delaware in and for New Castle County, captioned Citibank, N.A. v. Abigail Adams National Bancorp, Inc., et al., Case No. C.A. 13464; (8) any action or inaction of the Released Parties, or any of them, in connection with the Citibank's status as a pledgee or alleged shareholder of the Shares; and (9) any breach of fiduciary duty, or alleged breach of fiduciary duty, by the Released Parties, or any of them, to the Releasing Parties, or any of them, in connection with Bancorp, Adams or the Shares. (individually, a "Released Claim," and collectively, "Released Claims"). Notwithstanding the foregoing, the terms, "Released Claim" and "Released Claims," shall not include, and this Release shall not release, discharge, alter or impair any Claim, that: (a) does not arise from, or is not in connection with or related to items 1 through 9, above; (b) arises solely under the terms of the Term Loan Agreement or the Pledge Agreement, each dated August 24, 1988, between Citibank as lender and Mark G. Griffin, Karen Griffin, Richard W. Naing, Maria L. Naing, Barbara D. Blum, the Wynmark Trust and the E.A. Griffin Trust as borrowers (the "Borrowers"); (c) arises solely under the terms of that certain settlement agreement dated as of June 30, 1994 between Citibank and Barbara D. Blum ("Blum"); or (d) arises under, or constitutes a contract, agreement, promise, right, privilege, immunity or indebtedness under, that certain Stock Purchase Agreement dated April 21, 1995 (as may be amended from time to time) between Citibank and 38 Marshall T. Reynolds, or under the "Escrow Agreement" as such term is defined therein. The Releasing Party represents and warrants to the Released Parties that it has not assigned or transferred any interest in any Released Claim, and the Releasing Party agrees to indemnify and hold the Released Parties harmless from any liability, Claim, demand, damages, costs, expenses and attorneys' fees incurred as a result of any person asserting any such assignment or transfer of any rights or claims under such assignment or transfer by such Releasing Party. It is the intention of the Releasing Party that this indemnity does not require payment as a condition precedent to recovery by the Released Parties from the undersigned under this indemnity. The Releasing Party agrees that if it hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Released Claims or in any manner asserts against a Released Party any of the Released Claims, then the Releasing Party will pay to such Released Party, in addition to any other damages caused thereby, all attorneys' fees incurred by the Released Party in defending or otherwise responding to said suit or claim. Each Released Party, by accepting the benefits of this Release, and the undersigned further understand and agree that the execution and acceptance of this Release shall not constitute or be construed as an admission of any liability, claim, defense or counterclaim by or against any party. The term, "Excluded Director," as used herein shall mean and include the following individuals: [INSERT NAMES OF INDIVIDUALS WHO ARE DIRECTORS OF BANCORP AT CLOSING, AND WHO FAIL OR REFUSE TO EXECUTE AND DELIVER THE BANCORP/ADAMS/DIRECTOR RELEASE]. Notwithstanding any other term or provision of this Release to the contrary, Excluded Directors, and any person or entity who would be entitled to the benefits of this Release solely by virtue of being a successor, assign or heir of such person, or a person acting by, through or in concert with such person, shall not be considered to be a "Released Party" or "Released Parties" hereunder, and shall not be entitled to any right, benefit, immunity or privilege as a result hereof. [SIGNATURE FOLLOWS] 39 CITIBANK, N.A. By: ________________________________________ Title: _____________________________________ STATE OF ) ) ss. CITY/COUNTY OF ) On this ____ day of July, in the year 1995, before me, the undersigned, personally appeared ________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as ____________________________ or on behalf of the corporation therein named and acknowledged that the corporation executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ___________________________________________ Notary Public in and for Said County and State [Seal] 40 EXHIBIT F TO STOCK PURCHASE AGREEMENT ("Bancorp/Adams/Director Release" per Section 6.2(g)) SPECIFIC RELEASE FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, except as stated below, the undersigned (individually, a "Releasing Party" and collectively, the "Releasing Parties") hereby releases and forever discharges Citibank, N.A. ("Citibank") and each of Citibank's parents, subsidiaries and affiliates (collectively, the "Released Entities" and individually, a "Released Entity"), and all officers, directors, predecessors, successors, assigns, employees, agents, representatives, lawyers and consultants of each Released Entity, and all heirs, successors and assigns of each such Released Entity and such other persons and entities, and all persons acting by, through, or in concert with them, or any of them (individually, a "Released Party" and collectively, the "Released Parties"), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, arising from the day before the beginning of time to the date of execution hereof (together, "Claims"), which the undersigned now has or may hereafter have against the Released Parties, or any of them, by reason of any matter, cause, or thing arising from or in connection with, or in any way relating to: (1) that certain Stock Purchase Agreement dated April 11, 1994, between Citibank, N.A. ("Citibank") and National Bancshares, Inc. ("NBI"); (2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994, between Citibank and NBI; (3) any dealings, negotiations, discussions, communications, agreements, or contracts between or among any Released Party or any of their parents, subsidiaries, or affiliates, or any of their officers, directors, employees, agents, representatives or lawyers, and any person or entity relating to a purchase, sale or any other disposition of the shares of common stock of Abigail Adams National Bancorp, Inc. ("Bancorp") pledged to Citibank as collateral (the "Shares") or of Bancorp or the Adams National Bank (the "Bank") (or of any interest in any of them); (4) any dealings, negotiations, discussions, communications, agreements, or contracts between the Releasing Parties or any of their parents, subsidiaries or affiliates, or any of their 41 officers, directors, employees, agents, representatives or lawyers, and any person or entity relating to the purchase, sale or any other disposition of the Shares or of Bancorp or the Bank (or of any interest in any of them); (5) any action or inaction by or on behalf of the Released Parties, or any of them, relating to the Shares, Bancorp or the Bank; (6) that certain Rights Agreement dated as of April 12, 1994 between Bancorp and the First National Bank of Maryland as Rights Agent, as amended; (7) any matter or thing that is the subject matter of any claim, counterclaim, defense or allegation that was made in that certain lawsuit currently pending in the Chancery Court of the State of Delaware in and for New Castle County, captioned Citibank, N.A. v. Abigail Adams National Bancorp, Inc., et al., Case No. C.A. 13464; (8) any action or inaction of the Released Parties, or any of them, in connection with Citibank's status as a pledgee or alleged shareholder of the Shares; and (9) any breach of fiduciary duty, or alleged breach of fiduciary duty, by the Released Parties, or any of them, in connection with Bancorp, Adams or the Shares. (individually, a "Released Claim," and collectively, "Released Claims"). Notwithstanding the foregoing, the terms, "Released Claim" and "Released Claims," shall not include, and this Release shall not release, discharge, alter or impair any Claim, that: (a) does not arise from, or is not in connection with or related to items 1 through 9, above; (b) arises solely under the terms of the Term Loan Agreement or the Pledge Agreement, each dated August 24, 1988, between Citibank as lender and Mark G. Griffin, Karen Griffin, Richard W. Naing, Maria L. Naing, Barbara D. Blum, the Wynmark Trust and the E.A. Griffin Trust as borrowers (the "Borrowers"), and is a Claim which is, and continuously has been, owned and held by one or more of such Borrowers; (c) arises solely under the terms of that certain settlement agreement dated as of June 30, 1994 between Citibank and Barbara D. Blum ("Blum"), and is a Claim which is, and continuously has been owned and held by Blum; or (d) arises under, or constitutes a contract, agreement, promise, right, privilege, immunity or indebtedness under, that certain Stock Purchase Agreement dated April __, 1995 (as 42 may be amended from time to time) between Citibank and Marshall T. Reynolds, or under the "Escrow Agreement," as such term is defined therein. Each of the Releasing Parties represents and warrants to the Released Parties that he, she or it has not assigned or transferred any interest in any Released Claim, and each of the Releasing Parties agrees individually, and not jointly, to indemnify and hold the Released Parties harmless from any liability, Claim, demand, damages, costs, expenses and attorneys' fees incurred as a result of any person asserting any such assignment or transfer of any rights or claims under such assignment or transfer by such Releasing Party. It is the intention of each of the Releasing Parties that this indemnity does not require payment as a condition precedent to recovery by the Released Parties from the undersigned under this indemnity. Each of the Releasing Parties agrees that if he, she or it hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to any of the Released Claims or in any manner asserts against a Released Party any of the Released Claims, then such Releasing Party will pay to such Released Party, in addition to any other damages caused thereby, all attorneys' fees incurred by the Released Party in defending or otherwise responding to said suit or claim. Each Released Party, by accepting the benefits of this Release, and the undersigned further understand and agree that the execution and acceptance of this Release shall not constitute or be construed as an admission of any liability, claim, defense or counterclaim by or against any party. [SIGNATURE(S) FOLLOW] 43 ____________________________________________ [individual] STATE OF ) ) ss. CITY/COUNTY OF ) On this ___ day of _______________, in the year 1995, before me, the undersigned, personally appeared _________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that [he/she] executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ____________________________________________ Notary Public in and for Said County and State [Seal] 44 [Corporation] By: ________________________________________ Title: _____________________________________ STATE OF ) ) ss. CITY/COUNTY OF ) On this ____ day of _____________, in the year 1995, before me, the undersigned, personally appeared ________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as [president/vice- president/secretary] or on behalf of the corporation therein named and acknowledged that the corporation executed it. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. ___________________________________________ Notary Public in and for Said County and State [Seal] 45 EX-99.B 3 EXHIBIT B EXHIBIT B THIS ASSIGNMENT is made this 28th day of April, 1995, between Marshall T. Reynolds, hereinafter called "Reynolds" and Shirley A. Reynolds, Robert L. Shell, Jr., Robert H. Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P. Wright and Jeanne D. Hubbard, hereinafter called "Assignees." WHEREAS, Reynolds has entered into a Stock Purchase Agreement dated April 21, 1995 with Citibank, N.A. (the "Agreement") pursuant to which Reynolds has contracted to purchase from Citibank, N.A. up to 203,038 shares of common stock of Abigail Adams National Bancorp, Inc. ("Bancorp Common Stock"); and WHEREAS, Assignees desire to purchase certain of the shares of Bancorp Common Stock which Reynolds has agreed to purchase from Citibank, N.A.; WHEREAS, Reynolds is willing to assign to Assignees the right to purchase such shares of Bancorp Common Stock pursuant to and in accordance with the terms of the Agreement, and Assignees are willing to assume performance of the obligations imposed upon Reynolds by the Agreement with respect to the shares of Bancorp Common Stock they desire to purchase. NOW, THEREFORE, WITNESSETH, in consideration of the premises, which shall be construed to be an integral part of this Assignment and not as mere recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Reynolds hereby assigns to Assignees, and Assignees hereby assume, all the rights and obligations for the purchase of the shares of Bancorp Common Stock under the Agreement as set forth opposite their names below, all upon the terms and conditions of the Agreement, the provisions of which are hereby incorporated by reference. By acceptance of this Assignment as evidenced by their signatures below, each Assignee adopts all of the Purchaser's representations, warranties, covenants and obligations set forth in the Agreement as fully as if each Assignee had been an original party signatory thereto. SHIRLEY A. REYNOLDS 40,000 shares of Bancorp Common Stock in her sole name, and 80,538 shares of Bancorp Common Stock in joint name with Marshall T. Reynolds ROBERT L. SHELL, JR. 27,000 shares of Bancorp Common Stock ROBERT H. BEYMER 7,000 shares of Bancorp Common Stock in joint name with Barbara W. Beymer BARBARA W. BEYMER 20,000 shares of Bancorp Common Stock in her sole name, and 7,000 shares of Bancorp Common Stock in joint name with Robert H. Beymer THOMAS W. WRIGHT 7,000 shares of Bancorp Common Stock in joint name with Deborah P. Wright DEBORAH P. WRIGHT 20,000 shares of Bancorp Common Stock in her sole name, and 7,000 shares of Bancorp Common Stock in joint name with Thomas W. Wright 2 JEANNE D. HUBBARD 1,500 shares of Bancorp Common Stock This instrument is signed and sealed as of the date first above written. /s/ Marshall T. Reynolds ------------------------ MARSHALL T. REYNOLDS /s/ Shirley A. Reynolds ------------------------ SHIRLEY A. REYNOLDS /s/ Robert L. Shell, Jr. ------------------------- ROBERT L. SHELL, JR. /s/ Robert H. Beymer ------------------------- ROBERT H. BEYMER /s/ Barbara W. Beymer ------------------------- BARBARA W. BEYMER /s/ Thomas W. Wright ------------------------- THOMAS W. WRIGHT /s/ Deborah P. Wright ------------------------- DEBORAH P. WRIGHT /s/ Jeanne D. Hubbard ------------------------- JEANNE D. HUBBARD 3 EX-99.C 4 EXHIBIT C AGREEMENT EXHIBIT C THIS AGREEMENT ("Agreement"), dated as of April 20, 1995, between Marshall T. Reynolds (the "Purchaser") and Abigail Adams National Bancorp, Inc. ("Bancorp"), a Delaware corporation and bank holding company. W I T N E S S E T H: WHEREAS, pursuant to a Rights Agreement dated as of April 12, 1994, between Bancorp and The First National Bank of Maryland, as rights agent (the "Bancorp Rights Agreement"), Bancorp declared a dividend of one common share purchase right (the "Rights") for each outstanding share of common stock, par value $10.00 per share, of Bancorp ("Bancorp Common Stock"), payable to shareholders of record of Bancorp common stock on April 23, 1994; and WHEREAS, the Rights are not exercisable until the "Distribution Date" described in the Bancorp Rights Agreement; and WHEREAS, the Purchaser contemplates entering into a Stock Purchase Agreement ("Stock Purchase Agreement") with Citibank, N.A. (the "Seller"), a national banking association, the form of which is attached hereto as Exhibit A, which provides, subject to the conditions therein contained, for the sale by Seller to Purchaser of 203,038 shares (the "Shares") of Bancorp Common Stock, said purchase being referred to in the Stock Purchase Agreement and this Agreement as the "Acquisition"; and WHEREAS, Purchaser and Seller are unwilling to enter into the Stock Purchase Agreement without the execution of this Agreement, such that a condition precedent to Purchaser's execution of the Stock Purchase Agreement is the execution of this Agreement by Bancorp and the performance or the undertaking to perform, as applicable, by Bancorp of its obligations hereunder; and WHEREAS, Bancorp has determined that consummation of the Acquisition, subject to the terms set forth herein is in the best interests of Bancorp and its stockholders; and NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS Capitalized terms not otherwise defined herein are defined as in the Bancorp Rights Agreement, a copy of which is attached hereto as Exhibit B, and the form of Stock Purchase Agreement, a copy of which is attached hereto as Exhibit A. "Employment Agreement" shall mean the employment agreement dated March 31, 1993 among Bancorp, the Adams National Bank ("Adams") and Barbara Davis Blum, as amended effective December 31, 1994, and as it may be further amended from time to time. "Severance Agreements" shall mean the severance agreements referenced in Item 5 of Bancorp's Form 8-K report dated April 27, 1994 and appended thereto as Exhibits No. 10.1 through 10.7, as such may be amended from time to time. ARTICLE II COVENANTS, UNDERTAKINGS AND OBLIGATIONS OF PURCHASER 2.1 TENDER OFFER Within twenty (20) business days following the Initial Closing Date of the Acquisition, Purchaser will commence a cash tender offer directed to all stockholders of Bancorp (other than Seller), whereby Purchaser will offer to purchase all outstanding shares of Bancorp Common Stock owned by such stockholders for a cash price of $21.00 per share (the "Tender Offer"). The Tender Offer shall remain open for a minimum of twenty (20) business days (the "Tender Offer Period") and Purchaser shall purchase pursuant to the Tender Offer all shares tendered and not withdrawn during the Tender Offer Period. The Tender Offer shall be conducted in accordance with the requirements of Section 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and in accordance with all other applicable requirements of law. 2.2 Purchaser covenants and agrees that, prior to the consummation of the Tender Offer and the payment in full for any shares tendered, neither the Purchaser nor any assignee of the Shares (or of Purchaser's right to purchase the Shares) will vote such Shares without the consent of Bancorp's Board of Directors, to change in any respect the composition of the Board of Directors. ARTICLE III COVENANTS, UNDERTAKINGS AND OBLIGATIONS OF BANCORP 3.1 Bancorp agrees to take all actions necessary so that the execution, delivery and performance of the Stock Purchase 2 Agreement and consummation of the Acquisition and the Tender Offer as contemplated by this Agreement do not and will not result in Purchaser, any of his Permitted Assignees (as defined by the Stock Purchase Agreement), or any of their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse Person" (as such terms are defined in the Bancorp Rights Agreement), enable or require any Rights under the Bancorp Rights Agreement to become exercisable, or otherwise cause or give rise to the occurrence of a "Distribution Date" (as such term is defined in the Bancorp Rights Agreement), which the parties hereto agree may be effected by means of an amendment to the Rights Plan without a redemption of the Rights. 3.2 Bancorp agrees not to take any action to oppose or impede consummation of the Acquisition. 3.3 Bancorp agrees to take and to cause Adams to take all actions necessary so that the execution, delivery and performance of the Stock Purchase Agreement and consummation of the Acquisition and the Tender Offer as contemplated by the Stock Purchase Agreement and this Agreement do not constitute a "Change in Control" under the terms of any of the Severance Agreements or otherwise cause any of the rights or benefits of the employees thereunder to become exercisable or triggered. 3.4 Except as contemplated or required by the terms of this Agreement, Bancorp agrees that prior to the Initial Closing Date, it shall not amend or alter in any fashion the Bancorp Rights Agreement. 3.5 Except as contemplated or required by the terms of this Agreement, Bancorp agrees that prior to the Initial Closing Date, it shall not amend or alter, or permit Adams to amend or alter, in any fashion any of the Severance Agreements or Employment Agreement without the prior written consent of the Purchaser. 3.6 Except as otherwise permitted hereby, between the date hereof and the Initial Closing Date, Bancorp agrees that it will not, and will cause Adams not to, without the prior written approval of the Purchaser: (a) Make any change in its authorized capital stock. (b) Issue any shares of its capital stock, securities convertible into its capital stock, or any long term debt securities. (c) Issue or grant any options, warrants, or other rights to purchase shares of its common stock. 3 (d) Enter into, amend to materially increase its obligations under or materially increase its current level of contributions to, any pension, retirement, stock option, profit sharing, deferred compensation, bonus, group insurance, or similar plan in respect of any of its directors, officers, or other employees. (e) Mortgage, pledge, or subject to a lien or any other encumbrance, any of their assets, dispose of any of its assets, incur or cancel any debts or claims, or increase the current level of compensation or benefits payable to its officers, employees or directors, except in the ordinary course of business as heretofore conducted, or take any other action not in the ordinary course of its business as heretofore conducted or incur any material obligation or enter into any material contract not in the ordinary course of business. (f) Amend its Certificate of Incorporation or By-Laws, in the case of Bancorp, or its Articles of Association or By-laws, in the case of Adams. 3.7 (a) Notwithstanding any other provision of this Agreement, the parties agree that the Employment Agreement may be amended by Bancorp and Adams to provide for one or more extensions of the termination date of such agreement to a date not beyond 90 days following the Initial Closing Date, on the same terms and conditions, except for the termination date, as provided for therein. (b) Notwithstanding any other provision of this Agreement, Bancorp for incentive purposes may adopt a stock option plan and during the first year of the plan issue to directors and employees of Bancorp and Adams stock options to purchase in the aggregate a number of shares of Bancorp Common Stock not in excess of 2.5% of the number of shares of Bancorp Common Stock outstanding on the date hereof. 3.8 At the Initial Closing, upon satisfaction of the conditions set forth in Article VI of the Stock Purchase Agreement, Bancorp shall deliver, and shall cause Adams to deliver, a release of claims against National Bancshares, Inc. ("NBI") and each of its directors (collectively, the "NBI Group") and its officers, employees and agents, in all material respects in the form attached to the Stock Purchase Agreement as Exhibit C. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 4.1 AUTHORIZED AND EFFECTIVE AGREEMENT 4 (a) Purchaser has all requisite power and authority to enter into and perform all of its obligations under this Agreement and the Stock Purchase Agreement. The execution and delivery of this Agreement and the Stock Purchase Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action in respect thereof on the part of Purchaser. This Agreement constitutes a legal, valid and binding obligation of Purchaser, which is enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, receivership or conservatorship and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement or the Stock Purchase Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by Purchaser with any of the provisions hereof or thereof, shall (i) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of Purchaser pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (ii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser. 4.2 LEGAL PROCEEDINGS: REGULATORY APPROVALS To the best of Purchaser's knowledge, as of the date of Purchaser's execution and delivery of this Agreement, there are no actual actions, suits or proceedings which present a claim to restrain or prohibit the transactions contemplated herein. No fact or condition relating to Purchaser known to Purchaser exists that would prohibit Purchaser from obtaining all of the regulatory approvals contemplated herein. 5 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BANCORP 5.1 AUTHORIZED AND EFFECTIVE AGREEMENT (a) Bancorp has all requisite corporate power and authority to enter into and to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Bancorp. This Agreement constitutes a legal, valid and binding obligation of Bancorp, which is enforceable against Bancorp in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, receivership or conservatorship and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Neither the execution and delivery of this Agreement nor consummation of the transactions contemplated hereby, nor compliance by Bancorp with any of the provisions hereof, shall (i) conflict with or result in a breach of any provision of the Certificate of Incorporation or By-laws of Bancorp, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any Distribution Date with respect to, the Bancorp Rights Agreement or any related documents, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, regulation applicable to Bancorp. 5.2 LEGAL PROCEEDINGS To the best of Bancorp's knowledge, as of the date of Bancorp's execution and delivery of this Agreement, there are no actual pending actions, suits or proceedings which present a claim to restrain or prohibit the transactions contemplated herein. ARTICLE VI CONDITIONS PRECEDENT 6.1 CONDITION PRECEDENT TO PURCHASER'S EXECUTION OF THIS AGREEMENT Purchaser's execution of this Agreement shall be subject to the receipt by Purchaser and Seller of the opinion of Covington & Burling that the execution, delivery and performance of the Stock Purchase Agreement and consummation of the Tender Offer shall not result in the Purchaser or any of his Permitted Assignees (as defined by the Stock Purchase Agreement) or any of 6 their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse Person" (as such terms are defined by the Bancorp Rights Agreement) under the Bancorp Rights Agreement or enable or require any Rights under the Bancorp Rights Agreement to become exercisable, and that a "Distribution Date" (as such term is defined in the Bancorp Rights Agreement) will not occur as a result of the execution, delivery and performance of the Stock Purchase Agreement or the announcement or consummation of the Tender Offer, such opinion to be in form and substance satisfactory to Seller, Purchaser and their respective counsel. 6.2 CONDITIONS PRECEDENT - PURCHASER The obligations of the Purchaser to effect the Tender Offer as contemplated by Section 2.1 of this Agreement shall be subject to satisfaction of the following additional conditions at or immediately prior to the Initial Closing Date of the Acquisition under the Stock Purchase Agreement unless waived by Purchaser pursuant to Section 7.3 hereof: (a) The representations and warranties of Bancorp set forth in Section 5.1 hereof shall be true and correct in all material respects as of the date of this Agreement and as of such Initial Closing Date as though made on and as of such Initial Closing Date, except as otherwise expressly provided in this Agreement or consented to in writing by Purchaser. (b) Purchaser shall have consummated the Acquisition. (c) Bancorp shall have in all material respects performed all obligations and complied with all covenants required or made by it in this Agreement. (d) Bancorp shall have delivered to Purchaser and Seller a certificate, dated as of the Initial Closing Date and signed by its authorized representative, stating that to the (i) best of such person's knowledge the conditions set forth in Section 6.2(c) have been satisfied; and (ii) since the date of execution of this Agreement the Bancorp Rights Agreement has not been amended or altered in any fashion, (iii) since the date of the certificate of Bancorp directors and officers referred to and relied upon in the opinion of Covington & Burling described in Section 6.1 hereof, no change has occurred in any of the matters and facts set forth in such certificate. ARTICLE VII TERMINATION, WAIVER AND AMENDMENT 7.1 TERMINATION 7 This Agreement shall terminate, without any further action on the part of either party, effective immediately upon the termination of the Stock Purchase Agreement prior to the Initial Closing Date and may be terminated as follows: (a) At any time by the mutual consent in writing of the parties hereto. (b) At any time, by Purchaser in writing if Bancorp has, or by Bancorp in writing if Purchaser has, in any material respect, breached (i) any covenant or undertaking contained herein or (ii) any representation or warranty contained herein, which breach has been materially adverse, and in the case of (i) or (ii) such breach has not been cured by the earlier of 30 days after the date on which written notice of such breach is given to the party committing such breach or the Initial Closing Date; provided that neither party may terminate this Agreement pursuant to this Section 7.1(b) if at such time such party has, in any material respect, breached (i) any covenant or undertaking contained herein or (ii) any representation or warranty contained herein and, in either case, such breach has not been cured in all material respects. 7.2 EFFECT OF TERMINATION In the event this Agreement is terminated pursuant to Section 7.1 hereof, this Agreement shall become void and have no effect. 7.3 WAIVER Except with respect to any required regulatory approval, each party hereto, by written instrument signed by an authorized officer of such party, may at any time extend the time for the performance of any of the obligations or other acts of the other party hereto and may waive (i) any inaccuracies of the other party in the representations or warranties contained in this Agreement or any document delivered pursuant hereto, (ii) compliance with any of the covenants, undertakings or agreements of the other party, or satisfaction of any of the conditions precedent to its obligations, contained herein or (iii) the performance by the other party of any of its obligations set out herein. No waiver or extension shall be effective unless it is in writing signed by the party granting such waiver or extension. 7.4 AMENDMENT OR SUPPLEMENT This Agreement may be amended or supplemented in writing at any time by mutual agreement of Purchaser and Bancorp. No modification or amendment of, or supplement to, this Agreement 8 shall be effective unless signed by the party to be bound by such modification, amendment or supplement. 9 ARTICLE VIII MISCELLANEOUS 8.1 EXPENSES Except as provided elsewhere in this Agreement, each party shall bear and pay all fees, expenses and costs that it incurred in connection with the transactions contemplated by this Agreement, without limitation, fees and expenses of its own financial consultants, accountants and counsel. 8.2 ENTIRE AGREEMENT This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, with respect to the subject matter hereof. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and Permitted Assignees. Nothing in this Agreement, expressed or implied, is intended to confer upon any party, other than the parties hereto, and their successors, any rights, remedies, obligations or liabilities. 8.3 NO ASSIGNMENT Neither of the parties hereto may assign any of its rights or obligations under this Agreement to any other person without the prior written consent of the non-assigning party. 8.4 NOTICES All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by overnight express, or by registered or certified mail, postage prepaid, addressed as follows: If to Bancorp: Abigail Adams National Bancorp, Inc. 1627 K Street, N.W. Washington, DC 20006 Attention: Barbara Davis Blum 10 With a required copy to: Covington & Burling 1201 Pennsylvania Avenue, N.W. P. O. Box 7566 Washington, DC 20044 Attention: D. Michael Lefever, Esquire If to Purchaser: Marshall T. Reynolds P. O. Box 4040 Huntington, West Virginia 25729 With a required copy to: Huddleston, Bolen, Beatty, Porter & Copen 611 Third Avenue P. O. Box 2185 Huntington, West Virginia 25722-2185 Attention: Thomas J. Murray, Esquire 8.5 CAPTIONS The captions contained in this Stock Purchase Agreement are for reference purposes only and are not part of this Agreement. 8.6 COUNTERPARTS This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the corporate party has caused this Agreement to be executed in counterparts by its duly authorized officers and its corporate seal to be hereunto affixed and attested by its officers thereunto duly authorized, and the individual party has signed his name, all as of the day and year first above written. 11 ABIGAIL ADAMS NATIONAL BANCORP, INC. By: /S/ Barbara Davis Blum --------------------------------- Its: Chairwoman and CEO -------------------------- /s/ Marshall T. Reynolds ------------------------------------- MARSHALL T. REYNOLDS 12 EXHIBIT A OMITTED FROM THIS EXHIBIT - DOCUMENT APPEARS AS EXHIBIT A TO THIS SCHEDULE 13D 13 EXHIBIT B RIGHTS AGREEMENT Agreement, dated as of April 12, 1994, between ABIGAIL ADAMS NATIONAL BANCORP, INC., a Delaware corporation (the "Company"), and The FIRST NATIONAL BANK OF MARYLAND, a national banking association (the "Rights Agent"). The Board of Directors of the Company has authorized and declared a dividend of one common share purchase right (a "Right") for each Common Share (as hereinafter defined) of the Company outstanding on April 25, 1994 (the "Record Date"), each Right representing the right to purchase one Common Share, upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined). Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall become, after the date hereof, the Beneficial Owner or Record Owner (as such terms are hereinafter defined) of 25% or more of the Common Shares then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company or any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. (b) "Adverse Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person (i) is or becomes the Beneficial Owner or Record Owner of 15% or more of the Common Shares then outstanding, and at least a majority of the Board of Directors of the Company who are not officers of the Company, after reasonable inquiry and investigation, 14 including consultation with such persons as such directors shall deem appropriate, shall conclude that the effect of such stock ownership, in the light of the actions which the Person proposes or is likely to take, is potentially materially adverse to the Company's business, assets, competitive position, prospects or other shareholders; (ii) is or becomes the Beneficial Owner or Record Owner of 15% or more of the Common Shares then outstanding and at least a majority of the Board of Directors of the Company who are not officers of the Company determine, after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate, that (a) such Beneficial Ownership or Record Ownership by such Person is intended to cause the Company to repurchase the Common Shares owned by such Person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such Person with short-term financial gain or any economic benefit not otherwise available to other shareholders under circumstances where the Board of Directors of the Company determines that the best long-term interests of the Company and all its stockholders would not be served by taking such action or entering into such transactions or series of transactions at that time or (b) such Beneficial Ownership or Record Ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers or impairment of the Company's ability to maintain its competitive position) on the business or prospects of the Company or its shareholders; (iii) is or becomes the Beneficial Owner or Record Owner of 15% or more of the Common Shares then oustatnding and exercises or attempts to exercise, directly or indirectly, a controlling influence over the management or policies of the Company or otherwise exercises "control" of the Company, as such term is defined in 12 C.F.R. Section-225.2(e); or (iv) is or becomes the Beneficial Owner or Record Owner of 15% or more of the Common Shares then outstanding and sells, transfers, assigns or otherwise disposes of all or a portion of such Common Shares in a manner that results in a Person owning 9.9% or more of the Common Shares then outstanding. (c) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date of this Agreement. The terms "Affiliate" and "Associate" shall also include any Person who is "acting in concert" with another Person, as such term is defined in 12 C.F.R. Section-574.2. 15 (d) A Person shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially own" any securities: (i) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly; (ii) which such Person or any of such Person's Affiliates or As- sociates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time or the receipt of regulatory approvals or both) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report), or (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(d)(ii)(B)) or disposing of any securities of the Company. 16 (e) "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the District of Columbia are authorized or obligated by law or executive order to close. (f) "Citibank" shall mean Citibank, N.A., New York, New York, including all Affiliates and Associates thereof, except the Company. As of the date hereof, Citibank is not an Acquiring Person or an Adverse Person, even though it is the Beneficial Owner of approximately 71% of the Common Shares, based on a Schedule 13D filed by Citibank with the Securities and Exchange Commission on August 26, 1992. Citibank would become an Acquiring Person if it became the Record Owner of the Common Shares it now beneficially owns. The transfer of the Common Shares beneficially owned by Citibank to a liquidating trustee appointed at the request of or with the concurrence of the Board of Governors of the Federal Reserve System in order to sell such shares would not result in such liquidating trustee being an Acquiring Person. As of the date hereof, Citibank is not an Adverse Person even though it is the Beneficial Owner of more than 15% of the Common Shares, but Citibank would become an Adverse Person if any of the findings of the Company's Board of Directors or if any of the events or actions described in Section 1(b) has occurred or is likely to occur. In accordance with the second paragraph of Section 11(a)(ii) hereof, any Rights owned, directly or indirectly, by Citibank, whether as Beneficial Owner or Record Owner, including but not limited to Rights relating to the Common Shares covered by Citibank's Schedule 13D of August 26, 1992, shall be void upon Citibank becoming an Acquiring Person or an Adverse Person. (g) "Close of business" on any given date shall mean 5:00 P.M., District of Columbia time, on such date; PROVIDED, HOWEVER, that if such date is not a Business Day it shall mean 5:00 P.M., District of Columbia time, on the next succeeding Business Day. (h) "Common Shares" when used with reference to the Company shall mean the shares of common stock, $10.00 par value, of the Company. "Common Shares" when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. (i) "Distribution Date" shall have the meaning set forth in Section 3 hereof. 17 (j) "Final Expiration Date" shall have the meaning set forth in Section 7 hereof. (k) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity. (l) A "Record Owner" of any securities shall mean the Person whose name appears on the stock transfer books of a company as the registered owner of such securities. (m) "Redemption Date" shall have the meaning set forth in Section 7 hereof. (n) "Shares Acquisition Date" shall mean the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such. (o) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. (p) "Voting Stock" shall mean (i) the Common Shares and (ii) any other shares of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. Section 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the earliest of (i) the tenth day after the Shares Acquisition Date; (ii) the tenth day after the date of the commencement of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity 18 holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner or Record Owner of Common Shares aggregating 25% or more of the then outstanding Common Shares; or (iii) the date a Person becomes an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates; and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first- class, postage-prepaid mail, to each Record Owner of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of 19 the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between ABIGAIL ADAMS NATIONAL BANCORP, INC., and THE FIRST NATIONAL BANK OF MARYLAND, dated as of April 12, 1994 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ABIGAIL ADAMS NATIONAL BANCORP, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. ABIGAIL ADAMS NATIONAL BANCORP, INC. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereof. As described in the Rights Agreement, Rights issued to Acquiring Persons or Adverse Persons (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Section 4. FORM OF RIGHT CERTIFICATES. The Right Certificates (and the forms of election to purchase Common Shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem 20 appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall entitle the holders thereof to purchase such number of Common Shares as shall be set forth therein at the price per Common Share set forth therein (the "Purchase Price"), but the number of such Common Shares and the Purchase Price shall be subject to adjustment as provided herein. Section 5. COUNTERSIGNATURE AND REGISTRATION. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, any of its Executive or Senior Vice Presidents or any of its Vice Presidents, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its shareholder services office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates. Section 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject to 21 the provisions of Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of Common Shares as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. Section 7. EXERCISE OF RIGHTS AND EXPIRATION DATE OF RIGHTS. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent, together with payment of the Purchase Price for each Common Share as to which the Rights are exercised, at or prior to the earlier of (i) the close of business on December 31, 2003 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"). (b) The Purchase Price for each Common Share shall initially be $60.33, shall be subject to adjustment from time to time as provided in Sections 22 11 and 13 hereof and shall be paid in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof by certified check, cashier's check, bank draft or money order payable to the order of the Company or the Rights Agent, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent of the Common Shares certificates for the number of Common Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate. (d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof. Section 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. 23 Section 9. RESERVATION AND AVAILABILITY OF COMMON SHARES. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. Section 10. COMMON SHARES RECORD DATE. Each person in whose name any certificate for Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; PROVIDED, HOWEVER, that if the date of such surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Common Shares for which the Rights shall be exercisable, including, without limitation, the right to 24 vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. Section 11. PURCHASE PRICE AND ADJUSTMENTS. The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time, as provided in this Section 11: (a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Shares transfer books of the Company were open, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. (ii) In the event any Person shall become an Acquiring Person or an Adverse Person, proper provision shall be made so that each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the then number of Common Shares for which a Right is then exercisable and dividing that product by (B) the greater of (1) the par value of the Common Shares or (2) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d)) on the date such Person became an Acquiring Person or an Adverse Person. 25 Notwithstanding the foregoing, from and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by an Acquiring Person or an Adverse Person (or any Associate or Affiliate of such Acquiring Person or Adverse Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person or an Adverse Person or any Associate or Affiliate thereof and no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person or an Adverse Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Adverse Person, Associate or Affiliate. Any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person shall be cancelled. (iii) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights. (iv) The failure by the Board of Directors of the Company to declare a Person to be an Adverse Person following such Person becoming the Beneficial Owner or Record Owner of 15% or more of the outstanding Common Shares shall not imply that such Person is not an Adverse Person or limit the Board of Directors' right at any time in the future to declare such Person to be an Adverse Person. (b) In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Shares (or shares having the same rights, privileges and preferences as the Common Shares ("equivalent common shares")) or securities convertible into Common Shares or equivalent common shares at a price per Common Share or equivalent common share (or having a conversion price per share, if a security convertible into Common Shares or equivalent common shares) less than the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date 26 plus the number of Common Shares which the aggregate offering price of the total number of Common Shares and/or equivalent common shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares and/or equivalent common shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Common Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall fix a record date for the making of a distribution to all holders of the Common Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Common Shares) or subscription rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then current per share market price of the Common Shares (as defined in Section 11(d)) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one Common Share and the denominator of which shall be such current per share market price of the Common Shares. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. 27 (d) (i) For the purpose of any computation hereunder, the "current per share market price" of any security (a "Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; PROVIDED, HOWEVER, that in the event that the current per share market price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. (ii) For the purpose of any computation hereunder, the "current per share market price" of the Common Shares shall be determined in accordance with the method set forth in Section 11(d)(i) (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof). If the Common Shares are not publicly held or so listed or traded, 28 "current per share market price" shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. (e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires such adjustment or (ii) the date of the expiration of the right to exercise any Rights. (f) If as a result of an adjustment made pursuant to Section 11(a), the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Section 11(a) through (c), inclusive, and the provisions of Sections 7, 9, 10 and 13 with respect to the Common Shares shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Section 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest one-hundredth of a Common Share) obtained by (i) multiplying (x) the number of shares covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such 29 adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. (j) Irrespective of any adjustment or change in the Purchase Price or the number of Common Shares issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of Common Shares which were expressed in the initial Right Certificates issued hereunder. 30 (k) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the Common Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Shares at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Common Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Common Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Common Shares, issuance wholly for cash of any Common Shares at less than the current market price, issuance wholly for cash of Common Shares or securities which by their terms are convertible into or exchangeable for Common Shares, dividends on Common Shares payable in Common Shares or issuance of rights, options or warrants referred to hereinabove in Section 11(b), hereafter made by the Company to holders of its Common Shares shall not be taxable to such shareholders. Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof. 31 Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER. In the event, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other person, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this Agreement, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (x) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and 32 delivered to the Rights Agent a supplemental agreement so providing. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange, or if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used. (b) The Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Company shall pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Common Share. For purposes of this Section 14(b), the current market value of a Common Share shall be the closing 33 price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right. Section 15. RIGHTS OF ACTION. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificates (or, prior to the Distribution Date, of the Common Shares), may, in his or her own behalf and for his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person subject to this Agreement. Section 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; (b) after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent in Baltimore, Maryland, duly endorsed or accompanied by a proper instrument of transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, 34 the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary. Section 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Common Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor that anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meeting or other actions affecting shareholders (except as provided in Section 24 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof. Section 18. CONCERNING THE RIGHTS AGENT. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the cost and expenses of defending against any claim of liability in the premises. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or 35 documents believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT. Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. Section 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and 36 complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the President, any Executive or Senior Vice President, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct. (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 13 or 23, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice that such change or adjustment is required); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any Right Certificate 37 or as to whether any Common Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board, the President, any Executive or Senior Vice President, any Vice President, the Treasurer or the Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. (h) The Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. Section 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. The Company may remove 38 the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his or her Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the District of Columbia (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the District of Columbia), in good standing, having an office in the District of Columbia, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same power, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities 39 or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. Section 23. REDEMPTION. The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person or an Adverse Person, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Section 24. NOTICE OF CERTAIN EVENTS. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares (other than a regular quarterly cash dividend) or (ii) to offer to the holders of its Common Shares rights or warrants to subscribe for or to purchase any additional Common Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Common Shares (other than a reclassification involving only the subdivision of outstanding Common Shares), or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the Common Shares for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares, whichever shall be the earlier. 40 (b) In case the event set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Section 25. NOTICES. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Abigail Adams National Bancorp, Inc. 1627 K Street, N.W. Washington, D.C. 20006 Attention: President Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: The First National Bank of Maryland 110 South Paca Street 7th Floor Mail Stop BANC-109-754 Baltimore, Maryland 21201 Attention: Corporate Trust Operations Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. 41 Section 26. SUPPLEMENTS AND AMENDMENTS. The Company and the Rights Agent may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Rights Agent may deem necessary or desirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the Board of Directors in adopting this Agreement; PROVIDED, HOWEVER, that from and after such time as any Person becomes an Acquiring Person or an Adverse Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights. Section 27. SUCCESSORS. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. Section 28. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares). Section 29. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 30. GOVERNING LAW. Each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. As between the Company and the Rights Agent, this Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts to be made and performed entirely within such State. 42 Section 31. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 32. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. ABIGAIL ADAMS NATIONAL BANCORP, INC. Attest: By: /S/ Joyce Hertz By: /S/ Barbara Davis Blum ---------------------------------- ------------------------- Joyce Hertz Barbara Davis Blum Secretary President THE FIRST NATIONAL BANK OF MARYLAND Attest: By: /S/ Rose Marie Vaccaro By: /s/ Vicki L. Suminski --------------------------- --------------------------- Rose Marie Vaccaro Vicki L. Suminski Corporate Trust Executive Vice President 43 EXHIBIT A Form of Right Certificate Certificate No. R- ____Rights NOT EXERCISABLE AFTER DECEMBER 31, 2003 OR EARLIER IF REDEMPTION OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. Right Certificate ABIGAIL ADAMS NATIONAL BANCORP, INC. This certifies that ________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of April 12, 1994 (the "Rights Agreement"), between ABIGAIL ADAMS NATIONAL BANCORP, INC., a Delaware corporation (the "Company"), and THE FIRST NATIONAL BANK OF MARYLAND (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m., District of Columbia time, on December 31, 2003, at the office of the Rights Agent, or at the office of its successor as Rights Agent, one fully paid non-assessable share of Common Stock, par value $10.00 per share (the "Common Shares"), of the Company, at a purchase price of $60.33 per Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of Common Shares which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of April 12, 1994, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. 1 This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the below-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at either the principal offices of the Rights Agent in Baltimore, Maryland, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 per Right. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Right Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. 2 This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 19__. ATTEST: ABIGAIL ADAMS NATIONAL BANCORP, INC. By: _______________________ By: ________________________ Countersigned: [RIGHTS AGENT] By: _______________________ Authorized Signature 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________________________________________________ hereby sells, assigns and transfers unto _____________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 19__ ______________________________ Signature Signature Guaranteed: 1 Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. 2 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: ABIGAIL ADAMS NATIONAL BANCORP, INC. The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ (Please print name and address) ______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ (Please print name and address) _____________________________________________________________________________ Dated: , 19 ------------ --- ----------------------------- Signature Signature Guaranteed: Signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities 3 Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. NOTICE The signature in the foregoing forms of assignment and election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. 4 EXHIBIT B --------- SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On April 12, 1994, the Board of Directors of ABIGAIL ADAMS NATIONAL BANCORP, INC. (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of common stock, $10.00 par value (the "Common Shares"), of the Company. The dividend is payable on April 25, 1994 (the "Record Date") to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one Common Share of the Company, at a price of $60.33 per Common Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The First National Bank of Maryland, as Rights Agent (the "Rights Agent"). Until the earliest to occur of (a) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership or record ownership of 25% or more of the outstanding Common Shares; (b) 10 days following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership or record ownership by a person or group of 25% or more of such outstanding Common Shares; or (c) the date a person or group of affiliated or associated persons is or becomes the beneficial or record owner of 15% or more of the outstanding Common Shares and (i) the actions such person proposes to take are likely to have a material adverse impact on the business or prospects of the Company; (ii) such person intends to cause the Company to repurchase the Common Shares owned by such person; (iii) such person exercises or attempts to exercise a controlling influence over the Company; or (iv) such person transfers all or a portion of such Common Shares in a manner that results in a person owning 9.9% or more of the Common Shares (an "Adverse Person") (the earliest of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. 1 As of the date of adoption of the Rights Agreement, no Acquiring Person or Adverse Person exists for purposes of the Rights Agreement. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2003 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the 2 time of such transaction will have a market value of two times the exercise price of the Right. In the event that any Person becomes an Acquiring Person or an Adverse Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person or Adverse Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right, but in no event will the purchase price per share be less than the par value of the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Common Shares will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. At any time prior to the date a Person becomes an Acquiring Person or an Adverse Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to extend the Final Expiration Date and, provided there is no Acquiring Person or Adverse Person, to extend the period during which the Rights may be redeemed, except that from and after such time as any person becomes an Acquiring Person or an Adverse Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated April 12, 1994. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ABIGAIL ADAMS NATIONAL BANCORP, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 52-1508198 ------------------------------------------------------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 1627 K STREET, WASHINGTON, D.C. 20006 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------- None None Securities to be registered pursuant to Section 12(g) of the Act: COMMON SHARE PURCHASE RIGHTS -------------------------------------- 4 (Title of Class) Page 1 of _____ total pages Exhibit Index appears on page 6 5 Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED On April 12, 1994, the Board of Directors of ABIGAIL ADAMS NATIONAL BANCORP, INC. (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of common stock, $10.00 par value (the "Common Shares"), of the Company. The dividend is payable on April 25, 1994 (the "Record Date") to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one Common Share of the Company, at a price of $60.33 per Common Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and The First National Bank of Maryland, as Rights Agent (the "Rights Agent"). Until the earliest to occur of (a) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership or record ownership of 25% or more of the outstanding Common Shares; (b) 10 days following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership or record ownership by a person or group of 25% or more of such outstanding Common Shares; or (c) the date a person or group of affiliated or associated persons is or becomes the beneficial or record owner of 15% or more of the outstanding Common Shares and (i) the actions such person proposes to take are likely to have a material adverse impact on the business or prospects of the Company; (ii) such person intends to cause the Company to repurchase the Common Shares owned by such person; (iii) such person exercises or attempts to exercise a controlling influence over the Company; or (iv) such person transfers all or a portion of such Common Shares in a manner that results in a person owning 9.9% or more of the Common Shares (an "Adverse Person") (the earliest of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this summary of Rights attached thereto. As of the date of adoption of the Rights Agreement, no Acquiring Person or Adverse Person exists for purposes of the Rights Agreement. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution 6 Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 31, 2003 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any Person becomes an Acquiring Person or an Adverse Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person or Adverse Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares 7 having a market value of two times the exercise price of the Right, but in no event will the purchase price per share be less than the par value of the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Common Shares will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. At any time prior to the date a Person becomes an Acquiring Person or an Adverse Person, the Board of Directors of the Company may redeem the Rights in whole but not in part, at a price of $.01 per Right (the "Redemption Price"). Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to extend the Final Expiration Date and, provided there is no Acquiring Person or Adverse Person, to extend the period during which the Rights may be redeemed, except that from and after such time as any person becomes an Acquiring Person or an Adverse Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. Item 2. EXHIBITS -------- EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Rights Agreement, dated as of April 12, 1994, between the Company and The First National Bank of Maryland, as Rights Agent. 2 Right Certificate (attached as Exhibit A to Rights Agreement). Pursuant to the Rights Agreement, printed Right Certificates will not be mailed until the Distribution Date as defined therein. 8 3 Summary of Rights to Purchase Common Shares (attached as Exhibit B to Rights Agreement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ABIGAIL ADAMS NATIONAL BANCORP, INC. Date: April 12, 1994 By: /S/ BARBARA DAVIS BLUM ------------------------------------ Barbara Davis Blum Chairwoman, President and Chief Executive Officer 9 EXHIBIT INDEX Page at Which Exhibit Appears in Sequentially EXHIBIT NO. DESCRIPTION NUMBERED COPY --------------- ------------- 1 Rights Agreement, dated as of April 12, 1994, between the Company and The First National Bank of Maryland, as Rights Agent. 2 Right Certificate (attached as Exhibit A to Rights Agreement). Pursuant to the Rights Agreement, printed Right Certificates will not be mailed until the Distribution Date as defined therein. 3 Summary of Rights to Purchase Common Shares (attached as Exhibit B to Rights Agreement). 10 EX-99.D 5 EXHIBIT D EXHIBIT D ESCROW AGREEMENT ("Escrow Agreement") made this 21st day of April, 1995, among MARSHALL T. REYNOLDS (the "Purchaser"), CITIBANK, N.A., a national banking association (the "Seller"), and CITIZENS BANK OF MARYLAND (the "Escrow Agent"). WHEREAS, the Purchaser and the Seller have entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of April 21, 1995 which requires Purchaser to deliver to the Escrow Agent a Deposit (as defined in Section 2.2 of the Stock Purchase Agreement); NOW THEREFORE, the parties hereto agree as follows: 1. Except as otherwise provided herein, capitalized terms used in the Stock Purchase Agreement shall have the same meaning when used herein. 2. Concurrently with the execution of the Stock Purchase Agreement, Purchaser shall deliver to the Escrow Agent the Deposit to be held by the Escrow Agent in an escrow account at _______________ in accordance with the terms of this Escrow Agreement and the Stock Purchase Agreement. The Escrow Agent shall invest the Deposit in overnight repurchase agreements collateralized by United States Treasury securities. The Deposit plus all interest or other moneys earned thereon after the deduction of fees and expenses of the Escrow Agent as provided herein shall constitute the "Escrowed Funds." 3. The Escrow Agent shall not sell, transfer or in any manner encumber the Escrowed Funds except pursuant to the terms of this Escrow Agreement. 4. The Escrowed Funds shall be distributed by the Escrow Agent as follows: (a) If the Initial Closing occurs, the Escrowed Funds shall be distributed at the Initial Closing to the Seller and credited toward payment of the Purchase Price; (b) If (i) the Stock Purchase Agreement is terminated by either Seller or Purchaser pursuant to Section 7.1(c) or (f) thereof or by the Seller pursuant to Section 7.1(b) thereof, (ii) Purchaser does not at such time have the right to terminate the Stock Purchase Agreement under Section 7.1 thereof and (iii) the Seller has not breached, in any material respect, (A) any covenant or undertaking contained in the Stock Purchase Agreement or (B) any representation or warranty contained in the Stock Purchase Agreement, which breach has not been cured in all material respects, then the Escrowed Funds shall be distributed to the Seller. (c) If the Stock Purchase Agreement is terminated other than pursuant to Section 7.1(a) thereof and subsection (b) of this Section 4 does not apply, then the Escrowed Funds shall be distributed to Purchaser. (d) If the Stock Purchase Agreement is terminated pursuant to Section 7.1(a) thereof, the Escrowed Funds shall be distributed in accordance with the joint instructions of the Seller and Purchaser. 5. In the event the Seller or Purchaser believes that it is entitled to the Escrowed Funds, such party (the "Demanding Party") shall deliver a notice ("Notice") to the other party (the "Other Party") and to the Escrow Agent that shall set forth the reason(s) it believes it is entitled to the Escrowed Funds. If, within ten days of the date of such Notice, the Other Party either consents in writing to such distribution or the Escrow Agent receives no Notice of Objection (as defined below) pursuant to paragraph 6 hereof, the Escrow Agent shall pay the Escrowed Funds to the Demanding Party on the eleventh day after the date of such Notice. 6. If a Notice is sent to the Escrow Agent and, within ten days of the date of the Notice, the Escrow Agent and the Demanding Party receive a written notice of objection ("Notice of Objection") from the Other Party, no distribution shall be made until such dispute shall have been resolved by (a) an agreement in writing signed by the Seller and Purchaser, or (b) by a final judgment of a court of competent jurisdiction, as to which judgment the time for appeal shall have expired and no appeal shall be pending, and the full and executed counterpart of such agreement, or a certified copy of such final judgment together with an affidavit of counsel for the Seller or Purchaser, as the case may be, stating that the time to appeal therefrom has expired and no appeal is pending, is delivered to the Escrow Agent, in which case the Escrow Agent shall comply with the terms of such agreement or judgment. 7. The Seller and Purchaser agree with the Escrow Agent as follows: a. The Escrow Agent shall not be bound in any way by any agreement or contract between the Seller and Purchaser other than the Stock Purchase Agreement (and any amendments or supplements thereto of which it has notice) or as specifically set forth herein, and the Escrow Agent's only duties and responsibilities shall be 2 to hold and dispose of the Deposit in accordance with the terms of the Stock Purchase Agreement and this Escrow Agreement. b. The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to the Escrow Agent either by the Seller or Purchaser by any of the persons whose names and specimen signatures have been furnished to the Escrow Agent pursuant to paragraph 9 hereof and it shall not be necessary for the Escrow Agent to inquire into the authority of such signer(s). c. This Escrow Agreement may be altered or amended only with the consent of all of the parties hereto. The Seller and Purchaser may remove Citizens Bank of Maryland as Escrow Agent at any time upon 10 days' written notice to the Escrow Agent. d. Any notice required to be given to the Escrow Agent, the Seller or Purchaser shall be in writing and shall be effective when delivered to the Seller or Purchaser at its address as specified in Section 8.4 of the Stock Purchase Agreement or to the Escrow Agent at the address specified below: Citizens Bank of Maryland ______________________________ ______________________________ Attention:____________________ or such other address as the parties may have furnished each other in writing, which notice of change of address shall be effective only upon receipt. e. The Escrow Agent shall charge the Escrowed Funds for any reasonable expenses incurred in connection with this Escrow Agreement, including attorneys' fees at its hourly rates and including the actual cost of legal services should the Escrow Agent deem it necessary to retain counsel (other than any fees and expenses incurred by the Escrow Agent in connection with a Notice of Objection, which fees and expenses shall be paid by the Seller if a final judgment of a court of competent jurisdiction is rendered for Purchaser and which fees and expenses shall be paid by Purchaser if a final judgment of a court of competent jurisdiction is rendered for the Seller. 3 f. The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and in no event shall the Escrow Agent be liable or responsible except for its own gross negligence or willful misconduct. g. Purchaser warrants to the Escrow Agent and the Seller that (i) there is no security interest in the Deposit or any part thereof, (ii) no financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Deposit or any part thereof, and (iii) the Escrow Agent shall have no responsibility at any time to ascertain whether any security interest exists in the Deposit or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Deposit or any part thereof. 8. This Escrow Agreement and its validity, construction and performance shall be governed by the laws of the District of Columbia, without giving effect to principles of conflict of laws thereof, and shall be binding upon the Escrow Agent, Purchaser and the Seller and their respective successors and permitted assigns. No party to this Escrow Agreement may assign its rights or duties hereunder without the prior written consent of the other parties hereto. 9. Simultaneously with the execution of this Escrow Agreement, the Seller and Purchaser will each deliver to the Escrow Agent and to each other a certificate containing the names and specimen signatures of its officers or representatives authorized to sign this Escrow Agreement and notices, instructions and other communications hereunder. These certificates may be amended or replaced from time to time by later dated certificates delivered to the Escrow Agent by the Seller or Purchaser, as the case may be. IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed and delivered by their duly authorized officers or representatives and have caused this Escrow Agreement to be dated as of the date and year first above written. CITIBANK, N.A. By: /S/ WALTER C. VOSBURGH, SR. ------------------------------ Name: WALTER C. VOSBURGH, SR. ------------------------ Title: VICE PRESIDENT ------------------------ 4 /S/ MARSHALL T. REYNOLDS ------------------------ MARSHALL T. REYNOLDS We accept appointment as Escrow Agent and acknowledge receipt of the Deposit. CITIZENS BANK OF MARYLAND By: /s/ H. Wendy Wetstein -------------------------- Name: H. Wendy Wetstein -------------------- Title: Vice President ------------------- 5 EX-99.E 6 EXHIBIT E UNITED EXHIBIT E NATIONAL BANK January 10, 1995 Marshall T. Reynolds 2450 1st Avenue P.O. Box 2968 Huntington, WV Dear Marshall, It is my pleasure to inform you that United National Bank has approved a Line of Credit to you in the amount of $5,000,000.00. This loan needs to have final approval by the Bank Board, however has been approved under the following terms and conditions: AMOUNT: $5,000,000.00 PURPOSE: To be used for personal investment purposes. TYPE OF LOAN: Working Capital Line of Credit INTEREST RATE: Chase Manhattan Bank's Prime Rate of Interest to be adjusted on the calendar quarter. TERM: This Line of Credit has been approved for a period of one year. In order to coincide with your financial statement preparation this Line of Credit will expire on March 31, 1996. If you desire to have a renewal, request should be made prior to this expiration date. SECURITY: The loan is to be secured by Stock in Champion Industries, Inc. in the amount of $10,000,000. GUARANTORS: Harrah and Reynolds Corporation INSURANCE: Borrower to provide Assignment of Life Insurance to Bank in the minimum amount of $1,000,000 on the life of Marshall T. Reynolds. FINANCIAL Borrower is to furnish Bank with annual financial STATEMENTS: statements on Marshall T. Reynold and Harrah & Reynolds Corporation. Borrower to furnish Bank Page Two Commitment January 10, 1995 with quarterly statements on Champion Industries, Inc. and other such materials as may be requested. The above is a summary of the terms and conditions approved for the Line of Credit to you. It is our understanding that this Line of Credit will serve to payoff a loan for $325,000 currently held by United. In general, if you are in agreement with the following terms and conditions, please sign this commitment letter as an indication of your acceptance. Please return the original of this commitment letter to Merrell O'Shea. This commitment is available to you for a period of 30 days, to expire on February 10, 1995. The $1 Million LOC will remain at the Ceredo Office in the name of Harrah and Reynolds. It is a pleasure working with you and Jean Hubbard in this request. I look forward to a mutually satisfactory relationship with you and your use of the Line. Sincerely, UNITED NATIONAL BANK /s/ Merrell O'Shea Merrell O'Shea Senior Vice President ACKNOWLEDGED & ACCEPTED BY: /s/ Marshall T. Reynolds ----------------------------------- Marshall T. Reynolds 1-17-95 ----------------------------------- Date MAO/sb EX-99.F 7 EXHIBIT F BANK ONE, WEST VIRGINIA, NA Tel 304 526 4200 EXHIBIT F Huntington Fax 304 526 4293 1000 Fifth Avenue Post Office Box 179 Huntington, WV 25706 0179 BANK ONE January 30, 1995 Mr. Robert L. Shell, Jr. 5 Nichols Drive Barboursville, WV 25504-1845 SUBJECT: Personal Credit Facilities Dear Mr. Shell: Bank One, West Virginia, NA, Huntington is pleased to offer the following commitment to you. The terms and conditions of this commitment are as follows: AMOUNT: Loan #1: Up to $300,000.00 Loan #2: Up to $300,000.00 Combined loan balances shall be the lesser of $600,000 or the amount paid for the stock mentioned below, plus $100,000. PURPOSE: Loan #1: To facilitate the purchase of approximately 29,412 shares of Abigail Adams National Bancorp, Inc. stock. Total purchase price approximates $500,000.00. Loan #2: To facilitate the purchase of approximately 29,412 shares of Abigail Adams National Bancorp, Inc. stock ($200,000) and provide funds ($100,000) to refinance personal unsecured debt. INTEREST RATE: Loan #1 and Loan #2: The interest accrual rate on the principal balance outstanding on both notes shall be Bank One Prime Rate plus one and one-half percent per annum (P + 1.50%) as that rate may change from time to time, said changes to occur on the date the Prime Rate changes. REPAYMENT TERMS: Loan #1: This loan will be scheduled to mature one year from date of closing. At or before said maturity, and annually thereafter, Bank shall review loan for reaffirmation purposes. Said reaffirmation will be at the Bank's sole discretion. Loan #2: Shall be repaid in monthly principal and interest installments of $4,625 and shall mature five years from closing date with a balloon balance. Mr. Robert L. Shell, Jr. Page 2 January 30, 1995 COLLATERAL: Loan #1: To be secured by a first lien security interest in the purchased shares of Abigail Adams National Bancorp, Inc. A collateral maintenance agreement shall exist which would require borrower to maintain a 70% loan balance-to-market value of stock ratio. Loan #1 will be cross-collateralized with Loan #2. Loan #2: To be secured by a second lien Deed of Trust on Borrower's residence located at 5 Nichols Drive, Barboursville, West Virginia. This loan will be cross-collateralized with Loan #1. OTHER CONDITIONS: A valid, binding agreement shall be entered into between Bank, Borrower and third party, acceptable to Bank, stipulating that in the even of default on either Loan #1 or Loan #2, the third party agrees to purchase the stock collateralizing the loans at the price Borrower paid for said stock. Said amount not to be less than an amount sufficient to reduce combined loan balances to $100,000. Borrower will then immediately apply the proceeds of said sale to Loan #1 and Loan #2 such that the remaining balance be no greater than $100,000 on Loan #2, and Loan #1 shall be fully paid. This agreement shall be subject to satisfactory review by Bank's counsel. APPRAISAL: Bank shall receive an updated appraisal conducted by an appraiser acceptable to Bank on the residential real estate located at 5 Nichols Drive, Barboursville, West Virginia. LEGAL OPINION: The Bank requires a legal opinion confirming that all documents and other matters pertaining to the loan are valid, enforceable, and binding in accordance with their terms and do no violate any laws. Bank also requires legal opinions stipulating that the Bank has valid lien positions on each piece of collateral as stated herein. REPRESENTATION OF FACTS: This commitment is subject to the accuracy of all information, representatives and materials submitted with or in support of the application for the credit facilities. ANNUAL STATEMENTS: Borrower is to submit annual personal financial statements by March 30 of each year. Borrower also agrees to submit copies of Federal Income Tax Returns 30 days after filing said return. EXPENSES: All expenses associated with the closing of both loans are to be paid by Borrower. These expenses shall include, but are not limited to, attorney's fees (including fees of Bank's counsel for preparation or review of documents), recording fees, appraisal fees, etc. Mr. Robert L. Shell, Jr. Page 3 January 30, 1995 The loans will be evidenced by Promissory Notes, Security Agreements, Deed of Trust, and are subject to a more comprehensive loan agreement and any other documents deemed necessary by Bank and/or Bank's counsel. This commitment is open for your acceptance until the close of business February 26, 1995. No change in the provisions of this commitment shall be binding unless in writing and executed by Borrower and in the name of and by an officer of the Bank. This commitment is for the sole benefit of Bank and Borrower and no third party may relay on this document. This commitment supersedes the Offer of Commitment dated January 17, 1995. To acknowledged your acceptance, please return a signed copy of this letter to my attention at the following address: Bank One, West Virginia, NA, ATTN: Geoffrey S. Sheils, Vice President, P. O. Box 179, Huntington, WV 25706-0179. Upon receipt of signed letter, attorney and appraiser work will commence. We appreciate the opportunity to present this financial commitment to you and hope you find the terms and conditions acceptable. Sincerely, /s/ Geoffrey S. Sheils Geoffrey S. Sheils Vice President The foregoing terms and conditions are hereby accepted and agreed to this 1st day of Feb, 1995. /s/ Robert L. Shell, Jr. ------------------------------------------------- Robert L. Shell, Jr. EX-99.G 8 EXHIBIT H EXHIBIT G JOHN L. HUBBARD CITIZENS DEPOSIT BANK & TRUST Loan Number: 14554 JEANNE D. HUBBARD 400 SECOND STREET Date: January 6, 1995 33 W 11TH AVE VANCEBURG, KY 41179-1009 Maturity Date: Jan. 6, 1996 HUNTINGTON, WV 25701-9998 Renewal of: ________ -------------------------- ----------------------------- BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS L/P: BJA "I" includes each borrower "You" means the lender, above, joint and severally it successors and assigns For value received, I promise to pay to you, or your order, at your address listed above the PRINCIPAL sum of ONE HUNDRED THOUSAND and No/100 Dollars $100,000.00 / / Single Advance: I will receive all of this principal sum on _____. No addition advances are contemplated under this note. /x/ Multiple Advance: The principal sum shown above is the maximum amount of principal I can borrower under this note. On January 6, 1995 I will receive the amount of $_____ and future principal advances are contemplated. Conditions: The conditions for future advances are PER THE CUSTOMERS REQUEST IN MINIMUM DRAWS OF $1,000. /x/ Open End Credit: You and I agree that I may borrow up to the maximum amount of principal more than one time. This feature is subject to all other conditions and expires on JANUARY 5, 1996. / / Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions). INTEREST: I agree to pay interest on the outstanding principal balance from January 6, 1995 at the rate of 9.500% per year until FIRST CHANGE DATE. /x/ Variable Rate: This rate may then change as stated below, /x/ Index Rate: The future rate will be equal to the following index rate: CITIZENS DEPOSIT BANK & TRUST INDEX RATE / / No Index: The future rate will not be subject to an internal or external index. It will be entirely in your control. /x/ Frequency and Timing. The rate on this note may changes as often as daily. A change in the interest rate will take effect on the same day. /x/ Limitations: During the term of this loan, the applicable annual interest rate will not be more than 24.000% or less than _____%. The rate may not change more often than every day nor more than 2.0000% each day. Effect of Variable Rate: A change in the interest rate will have the following effect on the payments: /x/ The amount of each scheduled payment will change. /x/ The amount of the final payment will change. / / ________. ACCRUAL METHOD: Interest will be calculated on a actual/360 basis. POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below: /x/ on the same fixed or variable rate basis in effect before maturity (as indicated above). / / at a rate equal to ________. /x/ LATE CHARGE: If a payment is made more than 10 days after it is due, I agree to pay a late charge of 5.000% of the late payment with a maximum of $50.00. / / ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which / / are / / are not included in the principal amount above: ________. PAYMENTS: I agree to pay this note as follows: /x/ Interest: I agree to pay accrued interest on demand, but if no demand is made monthly beginning February 6, 1995. /x/ Principal: I agree to pay the principal on demand, but if no demand is made then on January 6, 1996. / / Installments: I agree to pay this note in ________ payments. The first payment will be in the amount of $________ and will be due ________. A payment of $________ will be due ________ thereafter. The final payment of the entire unpaid balance of principal and interest will be due ________. ADDITIONAL TERMS: THIS LOAN IS SECURED BY A STOCK ASSIGNMENT OF EVEN DATE. PURPOSE: The purposes of this loan SIGNATURES: I AGREE TO THE TERMS OF THIS is business: NOTE (INCLUDING THOSE ON PAGE 2). I PERSONAL INVESTMENTS have received a copy on today's date. Signature for Lender X/s/ John L. Hubbard ------------------------------ JOHN L. HUBBARD X/s/ Brenda Allen, AVP X/s/ Jeanne D. Hubbard ------------------------------ ------------------------------ BRENDA ALLEN, AVP JEANNE D. HUBBARD ______________________________ ______________________________ ______________________________ ______________________________ EX-99.H 9 EXHIBIT H LENDER'S NAME AND ADDRESS EXHIBIT H CITIZENS DEPOSIT BANK & TRUST 400 SECOND STREET VANCEBURG, KY 41179-1009 BORROWER'S NAME AND ADDRESS ROBERT H. BEYMER 214 N. BLVD. W. HUNTINGTON, WV 25704-3042 Loan Number ________ Date: March 30, 1995 Mat. Date: April 10, 1996 Loan Amount: $100,000.00 L/P: BJA TRUTH-IN-LENDING DISCLOSURES "I" MEANS THE BORROWER AND "YOU" MEANS THE LENDER ANNUAL PERCENTAGE RATE The cost of my credit as a yearly rate. 10.136e% FINANCE CHARGE The dollar amount the credit will cost me. $5,236.12e AMOUNT FINANCED The amount of credit provided to me or on my behalf $100,000.00 TOTAL OF PAYMENTS The amount I will have paid when I have made all scheduled payments. $105,236.13e I have the right to receive at this time an itemization of the Amount Financed I ________ do ________ do not want an itemization. My Payment Schedule will be: Number of Payments ________ Amount of Payments $________ When Payments Are Due: One payment of principal of $100,000.00 on April 10, 1996. Interest on the amount of credit outstanding will be paid quarterly. /x/ Demand: /x/ This loan has a demand feature. / / This loan is payable on demand and all disclosures are based on an assumed maturity of one year. /x/ Variable Rate: (check one below) / / My loan contains a variable rate feature. Disclosures about the variable rate feature have been provided to me earlier. /x/ The annual percentage rate may increase during the term of this transaction if CITIZENS DEPOSIT BANK & TRUST INDEX RATE increases. Any increase will take the form of an increase in the amt. of each payment and the amt. due at maturity. If the rate increases by n/a% in n/a, the n/a will increase to n/a. The rate may not increase more often than once every day and may not increase more than 2.000% each day. The rate will not go above ________%. /x/ Security: I am giving a security interest in: / / (brief description of other property) Filing/Recording Fees: $________ / / the goods or property being purchased. / / collateral securing other loans with you may also secure this loan. / / my deposit accounts and other rights I may have to the payment of money from you. /x/ Late Charge: If a payment is late I will be charged 5.000% of the payment with a max. of $50.00 after 15 days of the scheduled payment. / / Required Deposit: The annual percentage rate does not take into account my required deposit. Prepayment: If I pay off this loan early, I / / may /x/ will not have to pay a penalty. / / may / / will not be entitled to a refund of part of the finance charge. / / Assumption: Someone buying my house / / may, subject to conditions, be allowed to / / cannot assume the remainder of the mortgage on the original terms. I can see my contract documents for any additional information about nonpayment, default, any required repayment in full before the scheduled date and prepayment refunds and penalties. "e" means an estimate CREDIT INSURANCE - Credit life insurance and credit disability insurance are not required to obtain credit, and will not be provided unless I sign and agree to pay the additional costs. ---------------------------------------- TYPE PREMIUM TERM ---------------------------------------- CREDIT LIFE ---------------------------------------- CREDIT DISABILITY ---------------------------------------- JOINT CREDIT LIFE ---------------------------------------- ---------------------------------------- I / / do / / do not want credit life insurance. X DOB ---------------------------------------- I / / do / / do not want credit disability insurance. X DOB ---------------------------------------- I / / do / / do not want joint credit life insurance. X DOB ---------------------------------------- X DOB ---------------------------------------- I / / do / / do not want ________ insurance. X ---------------------------------------- PROPERTY INSURANCE - I may obtain property insurance from anyone I want that is acceptable to you. If I get the insurance from or through you I will pay $________ for ________ of coverage. FLOOD INSURANCE - Flood insurance / / is / / is not required. I may obtain flood insurance from anyone I want that is acceptable to you. If I get the insurance from or through you I will pay $________ for ________ of coverage. ITEMIZATION OF AMOUNT FINANCED Amount given to me directly $________ Amount paid on my (loan) account $________ _______________ $________ AMOUNTS PAID TO OTHERS ON MY BEHALF: Insurance Companies $________ Public Officials $________ (less) PREPAID FINANCE CHARGE(S) $________ Amount Financed $100,000.00 (Add all items financed and subtract prepaid finance charges.) BY SIGNING BELOW - I ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE ON THE DATE INDICATED ABOVE. X________________ X_________________ X_________________ ROBERT H. BEYMER EX-99.I 10 EXHIBIT I EXHIBIT I Pursuant to Securities and Exchange Commission Regulation 13d-1(f) this shall constitute the agreement of the undersigned that the Schedule 13D to which this agreement is appended as an exhibit is filed on behalf of all and each of the undersigned. Dated: April 28, 1995 /s/ Marshall T. Reynolds /s/ Robert L. Shell, Jr. ------------------------ ------------------------ MARSHALL T. REYNOLDS ROBERT L. SHELL, JR. /s/ Shirley A. Reynolds /s/ Thomas W. Wright ----------------------- -------------------- SHIRLEY A. REYNOLDS THOMAS W. WRIGHT /s/ Robert H. Beymer /s/ Deborah P. Wright -------------------- --------------------- ROBERT H. BEYMER DEBORAH P. WRIGHT /s/ Barbara W. Beymer /s/ Jeanne D. Hubbard --------------------- --------------------- BARBARA W. BEYMER JEANNE D. HUBBARD