Standard Form Construction Agreement Between First Century Bank NA and Swope Construction Co. for Beckley Branch Project

Exhibit 10.ii

Document A101™ – 1997

Standard Form of Agreement Between Owner and Contractor

Where the basis of payment is a STIPULATED SUM

AGREEMENT made as of the Twenty ninth day of November in the year of Two Thousand Six

(In words, indicate day, month and year)

BETWEEN the Owner:

(Name, address and other information)

First Century Bank NA

500 Federal Street

PO Box 1559

Bluefield, WV 24701

Telephone Number: 304 ###-###-####

Fax Number: 304 ###-###-####

and the Contractor:

(Name, address and other information)

Swope Construction Co.

1325 Bluefield Avenue

Bluefield, WV 24701

Telephone Number: 304 ###-###-####

Fax Number: 304 ###-###-####

The Project is:

(Name and location)

First Century Bank Beckley Branch

Harper Road

Beckley, WV

The Architect is:

(Name, address and other information)

E.T. Boggess, Architect, Inc.

P.O. Box 727

Princeton, WV 24740

Telephone Number: 304 ###-###-####

Fax Number: 304 ###-###-####

The Owner and Contractor agree as follows.

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

AIA Document ###-###-####, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

This document has been approved and endorsed by The Associated General Contractors of America.

AIA Document A101™ – 1997. Copyright© 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11/29/2006 under Order No.1000257353_1 which expires on 9/5/2007, and is not for resale.

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ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 8.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

If, prior to the commencement of the Work, the Owner requires time to file mortgages, mechanic’s liens and other security interests, the Owner’s time requirement shall be as follows:

§ 3.2 The Contract Time shall be measured from the date of commencement.

§ 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 330 days from the date of commencement, or as follows:

(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.)

, subject to adjustments of this Contract Time as provided in the Contract Documents.

(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.)

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be Two Million Four Hundred Eighty-eight Thousand Dollars and Zero Cents ($ 2,488,000.00), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:

(State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires)

AlA Document A101™- 1997. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11 /29/2006 under Order No. 1000257353_1 which expires on 9/5/2007, and is not for resale.

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§ 4.3 Unit prices, if any, are as follows:

ARTICLE 5 PAYMENTS

§ 5.1 PROGRESS PAYMENTS

§ 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

§ 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 1st day of a month, the Owner shall make payment to the Contractor not later than the 15th day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than fifteen ( 15 ) days after the Architect receives the Application for Payment.

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances:

AlA Document A101™ – 1997. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11 /29/2006 under Order No. 1000257353_1 which expires on 9/5/2007, and is not for resale.

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(Section 9.8.5 of AIA Document ###-###-#### requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.)

§ 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: reduce retainage to five percent (5%) after fifty percent (50%) of project is complete.

(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.)

§ 5.1.9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 5.2 FINAL PAYMENT

§ 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when:

§ 5.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows:

ARTICLE 6 TERMINATION OR SUSPENSION

§ 6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document ###-###-####.

§ 6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document ###-###-####.

ARTICLE 7 MISCELLANEOUS PROVISIONS

§ 7.1 Where reference is made in this Agreement to a provision of AIA Document ###-###-#### or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.

(Insert rate of interest agreed upon, if any.)

    (            ) per annum

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner’s and Contractor’s principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)

AlA Document A101™- 1997. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11/29/2006 under Order No. 1000257353_1 which expires on 9/5/2007, and is not for resale.

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§ 7.3 The Owner’s representative is:

(Name, address and other information)

Ronnie Hypes

500 Federal Street

PO Box 1559

Bluefield, WV 24701

§ 7.4 The Contractor’s representative is:

(Name, address and other information)

Chandler Swope

1325 Bluefield Avenue

Bluefield, WV 24701

§ 7.5 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days written notice to the other party.

§ 7.6 Other provisions:

ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS

§ 8.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows:

§ 8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A101-1997.

§ 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document ###-###-####.

§ 8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated, and are as follows

§ 8.1.4 The Specifications are those contained in the Project Manual dated as in Section 8.1.3, and are as follows:

(Either list the Specifications here or refer to an exhibit attached to this Agreement.)

Title of Specifications exhibit: Specifications as prepared by E.T. Boggess, Architect, Inc., and dated September 2006

(Rows deleted)

§ 8.1.5 The Drawings are as follows, and are dated unless a different date is shown below:

(Either list the Drawings here or refer to an exhibit attached to this Agreement.) See attached drawings

Title of Drawings exhibit: Drawings as prepared by E.T. Boggess, Architect, Inc., and dated September 2006

(Rows deleted)

§ 8.1.6 The Addenda, if any, are as follows: as listed in attached specifications

AlA Document A101™- 1997. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11 /29/2006 under Order No. 1000257353_1 which expires on 9/5/2007, and is not for resale.

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Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 8.

§ 8.1.7 Other documents, if any, forming part of the Contract Documents are as follows:

(List here any additional documents that are intended to form part of the Contract Documents. AIA Document ###-###-#### provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor’s bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.)

Performance Bond

This Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to the Owner.

AlA Document A101™ – 1997. Copyright ©1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11 /29/2006 under Order No. 1000257353_1 which expires on 9/5/2007, and is not for resale.

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Additions and Deletions Report for

AIA^© Document A101^TM – 1997

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text.

Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 11:29:40 on 11/29/2006.

PAGE 1

AGREEMENT made as of the Twenty ninth day of November in the year of Two Thousand Six

...

First Century Bank NA

500 Federal Street

PO Box 1559

Bluefield, WV 24701

Telephone Number: 304 ###-###-####

Fax Number: 304 ###-###-####

...

Swope Construction Co.

1325 Bluefield Avenue

Bluefield, WV 24701

Telephone Number: 304 ###-###-####

Fax Number: 304 ###-###-####

...

First Century Bank Beckley Branch

Harper Road

Beckley, WV

...

E. T. Boggess, Architect, Inc.

P.O. Box 727

Princeton. WV 24740

Telephone Number: 304 ###-###-####

Fax Number: 304 ###-###-####

PAGE 2

§ 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 330 days from the date of commencement, or as follows:

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be Two Million Four Hundred Eighty-eight Thousand Dollars and Zero Cents ($ 2,488,000.00). subject to additions and deductions as provided in the Contract Documents.

PAGE 3

§ 5.1.3 Provided that an Application for Payment is received by the Architect not later than the 1st day of a month, the Owner shall make payment to the Contractor not later than the 15th day of the same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than fifteen ( 15 ) days after the Architect receives the Application for Payment.

...

Additions and Deletions Report for AIA Document A101 ™ – 1997. Copyright ©1915,1918,1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11/29/2006 under Order No.1000257353_1 which expires on 9/5/2007, and is not for resale.

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…

PAGE 4

§ 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: reduce retainage to five percent (5%) after fifty percent (50%) of project is complete.

...

    (            ) per annum

PAGE 5

Ronnie Hypes

500 Federal Street

PO Box 1559

Bluefield. WV 24701

...

Chandler Swope

1325 Bluefield Avenue

Bluefield. WV 24701

...

...

Title of Specifications exhibit: Specifications as prepared by E.T. Boggess. Architect, Inc., and dated September 2006

…

(Either list the Drawings here or refer to an exhibit attached to this Agreement.) See attached drawings Title of Drawings exhibit: Drawings as prepared by E.T. Boggess, Architect, Inc., and dated September 2006

§ 8.1.6 The Addenda, if any, are as follows: as listed in attached specifications

PAGE 6

…

Performance Bond

…

Additions and Deletions Report for AIA Document A101 ™ – 1997. Copyright ©1915,1918,1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11/29/2006 under Order No.1000257353_1 which expires on 9/5/2007, and is not for resale.

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…

Additions and Deletions Report for AIA Document A101 ™ – 1997. Copyright ©1915,1918,1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11/29/2006 under Order No.1000257353_1 which expires on 9/5/2007, and is not for resale.

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Certification of Document’s Authenticity

AIA^® Document D401^TM – 2003

I, Kelly Hoge, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 11:29:40 on 11/29/2006 under Order No. 1000257353_1 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA^® Document A101™ – 1997 - Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM, as published by the AIA in its software, other than those additions and deletions shown in the associated Additions and Deletions Report.

AIA Document D401 ™ – 2003. Copyright © 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA^® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA^® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:29:40 on 11 /29/2006 under Order No. 1000257353_1 which expires on 9/5/2007, and is not for resale.

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