ABIGAIL ADAMS NATIONAL BANCORP INC, DFRN14A, 1998-04-23

ABIGAIL ADAMS NATIONAL BANCORP INC
DFRN14A, 1998-04-23
STATE COMMERCIAL BANKS

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<PAGE> 1

S.E.C. FILING

ABIGAIL ADAMS NATIONAL BANCORP, INC.
SCHEDULE 14A

APRIL 17, 1998
FILED: APRIL 23, 1998

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY (CONSENT SOLICITATION) STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant [ ]

Filed by a party other than the registrant [X]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ABIGAIL ADAMS NATIONAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Marshall T. Reynolds, Shirley A. Reynolds, Robert L. Shell, Jr., Jeanne D.
Hubbard
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No Fee Required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2

LETTER TO SHAREHOLDERS

April 17, 1998

Dear Fellow Abigail Adams National Bancorp, Inc. Shareholder:

The undersigned, all shareholders of Abigail Adams National Bancorp, Inc.
(the "Company"), and three of whom are members of the Board of Directors (the
"Board") of the Company, are soliciting written consents of the other
shareholders of the Company to remove four current members of the Board and
elect four new nominees to serve in their place until the next regular annual
meeting of the shareholders, which has not yet been set. The four current
members of the Board whom we propose to replace are Barbara Davis Blum, Shireen
L. Dodson, Susan Hager, and Clarence L. James, Jr. (these individuals being
referred to herein as the "Incumbents"). The nominees to replace them (the
"Nominees") are George Cook, Marianne Steiner, Bonita A. Wilson and Joseph L.
Williams. The Board will continue to consist of ten (10) members.

We believe that these steps (referred to herein as the "Proposal") have
been made necessary by the actions of the Incumbents. It is our belief that the
Incumbents have tolerated inadequate performance by management. We believe that
this inadequate performance has been reflected primarily by (1) the failure of
management to consummate any of the acquisitions targeted by it when over $6
million in capital was raised by the Company, and (2) a failure accurately to
predict or effectively to control the expenses associated with the proposed
merger with Ballston National Bancorp ("Ballston"), which merger was rejected by
the shareholders of the Company. Management initially estimated these expenses
at $250,000, later revised its estimate to $750,000 and, most recently, reported
a write-off of $1,200,000 resulting from the unsuccessful merger. We also
believe that the Incumbents reacted counterproductively to the decision of the
Company's shareholders to reject the proposed merger with Ballston, by wasting
and continuing to waste significant amounts of the Company's time, money and
resources in litigation against the undersigned and other individuals (who are
not participating in this Consent Solicitation), namely Barbara W. and Robert H.
Beymer, Deborah P. and Thomas W. Wright, Mr. Shell's wife, Lena Ji Shell, and
Ferris Baker Watts, Incorporated, rather than concentrate on increasing the
value of the Company's business. This litigation was initially filed after the
Incumbents postponed the shareholder meeting called to vote on the Ballston
acquisition, seeking a court order precluding the undersigned and many other
unnamed shareholders from being able to vote their shares on that transaction.
Further information concerning this litigation and our plans with respect to the
litigation if the Proposal is approved is contained in the Consent Solicitation
Statement accompanying this letter. We believe that this litigation is without
merit and that the Company's resources should no longer be wasted in pursuing
it. We may be viewed as having a conflict of interest in pursuing the Proposal
inasmuch as this could ultimately result in dismissal of the litigation against
us and reimbursement of our expenses. However, we believe the Proposal is also
in the best interests of the Company and its other shareholders.

We believe that if the Nominees are elected to replace the Incumbents, they
will join those of us who are already directors in securing better management,
honoring the decision of the Company's shareholders to move on after the
rejection of the merger with Ballston, and focus on efforts to grow the
Company's business. And, as noted, we also hope that the reconstituted Board
will terminate the current litigation against the undersigned and others.

It is unfortunate that we must seek to remove and replace these four
directors, but regrettably the Incumbents have been unwilling to resolve this
dispute in a reasonable manner that is consistent with what we believe are the
best interests of the Company and its shareholders. We therefore respectfully
ask you to join with us in supporting this Proposal. Details concerning the
Proposal and the consent solicitation process are included in the Consent
Solicitation Statement enclosed with this letter. If successful, the Proposal
will trigger the "change in control" clauses of certain severance agreements of
the Chairwoman and other persons, potentially entitling certain of these
individuals to severance payments and other benefits. The Proposal may also
cause certain stock options belonging to the Incumbents and other persons to
vest early. These potential events could result in significant costs to the
Company. Please see the section entitled "Potential Costs to the Company in
Severance Payments and Early Vesting as a Result of the Proposal" in the Consent
Solicitation
<PAGE> 3

Statement for more information. We urge you to read through the Consent
Solicitation Statement and to give this Proposal careful consideration.

If you support this agenda and are willing to consent to the Proposal,
please complete the BLUE Consent Card which is attached to the enclosed Consent
Solicitation Statement and return it to us in the enclosed envelope. Once we
have received a sufficient number of written consents to ratify the Proposal, we
will submit them to the Company and the Proposal will take effect. Ideally, we
would like to receive all consents no later than April 30, 1998. Although the
final deadline for submitting the proposals to the Company is May 31, 1998, we
urge you to send us your written consents AS SOON AS POSSIBLE, so that the
Proposal can go into effect and we can go on with the business of improving the
value of our Company. On April 1, 1998, we delivered our consents to the Company
representing a total of 360,025 shares, or 21.8% of the outstanding shares of
the Company. The consents of an additional 465,589 shares will be required to
effect the actions we seek.

If you have any questions regarding this matter please contact:

Marshall Reynolds
c/o Chapman Printing
2450 First Avenue
Huntington, WV 25703
(304) 528-2791
FAX: (304) 528-2765

Thank you very much for your consideration of this important action.

Mrs. Shirley A. Reynolds
Mr. Marshall T. Reynolds
Ms. Jeanne D. Hubbard
Mr. Robert L. Shell, Jr.

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<PAGE> 4

CONSENT SOLICITATION STATEMENT

This Consent Solicitation Statement, the accompanying letter and the
enclosed form of written consent are being furnished by and on behalf of the
undersigned (the "Participants") on or about April 17, 1998. Under the statutes
governing the affairs of Abigail Adams Bancorp, Inc. (hereinafter "AANB" or the
"Company"), shareholders owning a majority (over fifty percent (50%)) of AANB's
outstanding shares can, without a meeting, consent in writing to any action that
holders of a majority of AANB shares could approve at a meeting of shareholders.
One such action is the removal and replacement of directors, with or without
cause.

The undersigned shareholders of AANB who, in the aggregate, own of record
21.8 percent of the outstanding shares, not including shares jointly held with
spouses or other family members, hereby solicit your consent to remove four of
the current members of the existing Board of Directors (the "Board") of AANB,
elect four new nominees to serve in their place until the next regular annual
meeting of the shareholders, which has not yet been set (said actions being
referred to herein as the "Proposal"). In 1997, the annual meeting of
shareholders was held on June 17, 1997. We have already delivered our consents
to the Proposal to the Company. The Participants are also members of an
eight-individual group filing a Schedule 13D that controls, in the aggregate,
536,087 fully diluted shares of the Company's common stock, representing 32.5%
of the total outstanding shares. The other four individuals in that Schedule 13D
group are not participating in this Consent Solicitation. Furthermore, none of
the non-participating members of that Schedule 13D group are obligated to vote
their shares for the Proposal.

The directors proposed to be removed are:

Barbara Davis Blum (who is also the Chairwoman, Chief Executive
Officer and President of the Company); Shireen L. Dodson; Susan Hager; and
Clarence L. James, Jr.

The persons proposed to be elected in their stead are:

George Cook, age 64, is the Principal of George Cook & Co., and a
Distinguished Fellow of the Institute of Public Policy at George Mason
University. He is Chairman Emeritus and retired Chief Executive Officer of
Colonial Parking, Inc., a current member of the Greater Washington Board of
Trade, and a member of the Urban Land Institute. He is a former Chair of
the National Policy Council, and a Director and a past Executive Committee
Member of the Greater Washington Research Council. He is board member and
past Chairman of the Board of the Alexandria Health Services Corporation,
and a board member of Girl Scouts of the U.S.A. He is a member and past
Chairman of the Board of the National Parking Association as well as a past
President and past Director of the Washington Parking Association. He is a
former Member of the City Council of the City of Alexandria, and a former
Chairman of the Commission on Local Government for the Commonwealth of
Virginia. He is a former member of the Board of Visitors of George Mason
University, and a former Vice Chairman of the Virginia State Electoral
Board.

Marianne Steiner, age 43, is the Principal of Larkspur Marketing ,
which she founded in 1991 after serving MCI Communications Corporation as
Director of Marketing. She holds a joint M.E. and M.S. degree from the
Harvard Business School and Graduate School of Arts and Sciences in
Information Sciences and Applied Mathematics, and a Bachelor of Science
degree in Computer Science from the University of Miami. She also serves as
a Trustee and member of the Governing Board of the Beauvoir School.

Joseph L. Williams, age 52, is the Chairman and Chief Executive
Officer of Basic Supply Company (1977 to Present). He was one of the
organizers and is a director of First Sentry Bank of Huntington, West
Virginia (1996 to Present). He is also a director of the Huntington
Industrial Corporation, Unlimited Future, Inc. (a small business incubator)
and the West Virginia Capital Corporation. He is a member of the National
Advisory Counsel of the United States Small Business Administration (since
1997) , the Huntington Municipal Development Authority and is Treasurer of
the Huntington Museum of Arts. He is a graduate of Marshall University
(B.Sc. in Finance) and a member of the Executive Committee of its College
of Business Advisory Board.
1
<PAGE> 5

Bonita A. Wilson, age 56, who was for over 15 years a retailing
management executive with Garfinkles, TJ Maxx and Hecht Company, owns and
operates her own retail business and is a consultant to other retailers.
She has served as a director of Dart Group Corporation, Track Auto
Corporation and Crown Books Corporation (all 1993 to 1997), on the advisory
Board of Wedgewood Capital Management, and as the Honorary Chair of the
John A. Wilson Memorial Community Foundation.

Mr. Williams is one of the listed organizers of First Sentry Bank, and
together with Participants Mr. Shell and Ms. Hubbard, is on the board of
directors of First Sentry Bank.

BACKGROUND OF AND REASONS FOR THE SOLICITATION

The undersigned (the "Participants") believe that the directors proposed to
be removed (the "Incumbents") are not serving the Company well. The Participants
believe that the Incumbents have tolerated inadequate performance by management.
The Participants believe that this inadequate performance has been reflected
primarily by (1) the failure of management to consummate any of the acquisitions
targeted by it when over $6 million in capital was raised by the Company, and
(2) a failure accurately to predict or effectively to control the expenses
associated with the proposed merger with Ballston National Bancorp ("Ballston"),
which merger was rejected by the shareholders of the Company. Management
initially estimated these expenses at $250,000, later revised its estimate to
$750,000 and, most recently, reported a write-off of $1,200,000 resulting from
the unsuccessful merger. The Participants also believe that the Incumbents
reacted counterproductively to the decision of the Company's shareholders to
reject the proposed merger with Ballston, by wasting and continuing to waste
significant amounts of the Company's time, money and resources in litigation
against the undersigned and other individuals (who are not participating in this
Consent Solicitation) rather than concentrate on increasing the value of the
Company's business.

The proposed Ballston merger received the initial support of Ms. Hubbard
and Messrs. Reynolds and Shell as directors, when recommended by Company
management and a committee of the Board (on which none of the Participants sat).
The Participant directors, Messrs. Reynolds, Shell and Ms. Hubbard, voted to
approve the proposed merger with Ballston in July 1997 in reliance upon
management's recommendation which focused principally on management's
projections that the earnings dilution would be only $.03 per share and
recovered in five years or less. Thereafter, at the suggestion of an employee of
Ferris Baker Watts, Inc., with whom he had a business relationship, Mr. Reynolds
asked the former chief financial officer of a bank of which he had been the
Chairman to review the transaction and provide him his analysis of its likely
impact on AANB. Based upon that review and his own analysis of the published
financials of the institutions and the projected impact on the balance sheet and
income statements of the goodwill anticipated to be created, Mr. Reynolds and
the other Participant directors came to believe that the dilution per share
would be greater than management had projected, would not likely be earned back
as quickly as management had projected, given his belief, and that of others, as
to the ineffectiveness of management, and that the amount of goodwill that would
be created, in absolute and percentage terms (which was potentially as much as
one-third of total book value), would, based upon his experience as an investor
in banks and the securities of banks, severely impair the ability of AANB to
pursue management's business plan which was to grow largely through other
acquisitions. Accordingly, Mr. Reynolds decided that the merger was not in the
best interests of AANB, and so advised the other directors of the Company in
October 1997. Counsel for AANB then advised him and the other Participant
directors that given the terms of the contract between AANB and Ballston, it was
too late for the Board to reconsider the contract without giving rise to a claim
for breach of contract, but that as shareholders the Participant directors were
free to vote their shares against the merger, which is what they determined to
do. Mr. Reynolds, and later Ms. Hubbard and Mr. Shell, followed that advice and
restricted their opposition to voting against the transaction and informing
shareholders who inquired of them of that fact. Nonetheless, the management of
the Company and their supporters on the Board authorized and pursued a strategy
designed either (a) to preclude Mr. (and Mrs.) Reynolds, Ms. Hubbard, Mr. (and
Mrs.) Shell and others from voting their shares against the proposed merger and
to impose upon them the expense of defending that litigation or (b) to induce
their support of the merger by virtue of the foregoing litigation strategy.

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<PAGE> 6

The litigation sought a court order precluding the Participants and many
other unnamed AANB shareholders from being able to vote their shares on the
proposed merger with Ballston. It was alleged that the Participants and many
other AANB shareholders were together engaged in an undisclosed scheme to oppose
the Ballston merger, allegedly in order to pursue other acquisition targets
outside the D.C. metropolitan area with which they had some involvement and to
seize control of the Bank. The Court denied this extraordinary relief, and after
two additional delays, AANB management finally permitted the shareholders to
vote at a meeting. At the AANB shareholder meeting over two-thirds of the shares
voted against the Ballston merger. Thereafter, the litigation was amended to add
claims against the stock brokerage firm of Ferris Baker Watts, Inc. and
additional federal statutory claims.

As of this date, Ms. Hubbard and Messrs. Reynolds and Shell have incurred
approximately $125,000 defending themselves from this litigation. In a press
release dated January 29, 1998, the Company reported a net operating gain of
$342,000 for the year ended December 31, 1997, compared to $1,127,000 for the
year ended December 31, 1996. In the Company's release of January 29, 1998, the
Company claimed a writeoff of "about $1.2 million stemming from unsuccessful
purchase of Ballston Bancorp Inc." Given the number of lawyers involved on
behalf of the Company, and their typical hourly charges, the Participants
believe that a significant part of this loss resulted from the Company's efforts
to pursue this litigation. The Participants believe that substantial additional
costs will be incurred by both sides in the event the litigation is not resolved
promptly.

The Participants believe that if the Nominees are elected to replace the
Incumbents, they will join those of the Participants who are themselves
directors (Ms. Hubbard and Messrs. Reynolds and Shell) in securing better
management, honoring the decision of the shareholders to move on after two
thirds of the AANB shares voted against the proposed Ballston merger, and
supporting efforts to grow the business of AANB both internally and through
acquisitions that are economically accretive wherever located and on attractive
terms. The Participants also hope that the reconstituted Board of AANB will
terminate the above described litigation that the present Board (excluding Ms.
Hubbard and Messrs. Reynolds and Shell) initiated against Ms. Hubbard and
Messrs. Reynolds and Shell and others.

The Participants will, if this slate of Nominees is elected to replace the
Incumbents, seek Board action that will dismiss that litigation and reimburse
the Participants for their expenses in that litigation (estimated at $125,000 to
date). In addition they will seek to terminate the employment of Ms. Blum, the
current Chairwoman, Chief Executive Officer and President of the Company, and to
develop plans to improve the operations and increase the size and number of
banks owned by AANB. The Participants have not, however, elicited any agreements
or commitments regarding any of the foregoing issues from the Nominees. The
Participants may be viewed as having a conflict of interest in pursuing the
Proposal inasmuch as this could ultimately result in dismissal of the litigation
against them and reimbursement of their expenses. However, the Participants
believe that the Proposal is also in the best interests of the Company and its
other shareholders.

If successful, the Proposal will trigger the "change in control" clauses of
certain severance agreements of the Chairwoman and other persons, potentially
entitling certain of these individuals to severance payments and other benefits.
The Company has put aside $1,132,000 in a "rabbi trust" to fund these possible
severance costs. The Proposal may also cause certain stock options belonging to
the Incumbents and other persons to vest early. These potential events could
result in significant costs to the Company. Please see the section entitled
"Potential Costs to the Company in Severance Payments and Early Vesting as a
Result of the Proposal" in this Consent Solicitation Statement for more
information.

Mr. Reynolds has agreed to indemnify each of the Nominees from any
liability or expenses they might incur by reason of their candidacy relating to
the pending litigation. Neither he nor the other Participants have any other
agreement or understanding with any of the Nominees.

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<PAGE> 7

The formal Proposal is as follows:

"I hereby consent to the following actions, as set forth in the
Consent Solicitation Statement dated April 17, 1998 in the section
entitled, "THE PROPOSAL":

1. Removal of the following as directors of Abigail Adams National
Bancorp, Inc.: Barbara Davis Blum, Shireen L. Dodson, Susan Hager and
Clarence L. James, Jr.

2. Election of the following to replace the aforementioned
directors of Abigail Adams National Bancorp, Inc.: A. George Cook, III,
Marianne Steiner, Bonita A. Wilson and Joseph L. Williams."

Stockholders of the Company are being asked to express their consent to the
Proposals by MARKING, SIGNING, and DATING the enclosed BLUE Consent Card and
returning it in the postage paid envelope in accordance with the instructions
set forth below. If you hold your Company shares in the name of a brokerage
firm, then, in addition to completing the BLUE Consent Card, you should contact
the party at the brokerage firm responsible for your account to make sure that a
BLUE Consent Card is executed for your Common Stock on the BLUE Consent Card.

All percentages shown herein assume that the number of shares outstanding
on April 1, 1998 (the "Record Date") is 1,651,226 shares of Common Stock, based
on the Company's Proxy Statement on Schedule 14A filed on November 10, 1997.

THE PARTICIPANTS RECOMMEND THAT YOU CONSENT TO THE PROPOSAL. YOUR CONSENT
IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED BLUE CONSENT CARD AND
RETURN IT IN THE ENCLOSED POSTAGE PAID ENVELOPE PROMPTLY. FAILURE TO RETURN YOUR
CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSAL.

IF THE STOCKHOLDER WHO HAS EXECUTED AND RETURNED THE BLUE CONSENT CARD HAS
FAILED TO CHECK A BOX MARKED "CONSENT", "CONSENT WITHHELD" OR "ABSTAIN" FOR THE
PROPOSAL, SUCH STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL.

If you have any questions about executing your consent or require
assistance, please contact:

Marshall Reynolds
c/o Chapman Printing
2450 First Avenue
Huntington, WV 25703
(304) 528-2791
FAX: (304) 528-2765

If you support this agenda and are willing to consent to the Proposal,
please complete the attached form of consent and mail it in the enclosed
envelope to the Participants at the address indicated above and on the envelope.

Thank you for your consideration of this important action.

Mrs. Shirley A. Reynolds
Mr. Marshall Reynolds
Ms. Jeanne Hubbard
Mr. Robert Shell

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<PAGE> 8

SUMMARY OF CONSENT PROCEDURE

The Participants believe that the Proposal will become effective on the
date when the written consent of holders of a majority of the shares of the
Company's Common Stock outstanding on the Record Date is delivered to the
Company, so long as such consent is obtained within sixty days after the Record
Date. The Participants established the record date as April 1, 1998 by
delivering to the Company, on that day, an executed form of consent. The last
possible day to deliver consents to the Company will be May 31, 1998. However,
in order to facilitate prompt adoption of the Proposal, the Participants request
that you mail your consent no later than April 30, 1998.

A consent executed by a stockholder may be revoked in writing at any time
prior to the time that the action authorized by the executed consent is taken.
The Participants intend to deliver executed consents to the Company once the
Participants have obtained valid and unrevoked consents representing a majority
of the issued and outstanding shares of Common Stock of the Company as of the
Record Date. Since the Participants cannot predict the date on which they will
receive a majority of the consents, the period within which a consent may be
revoked is uncertain.

You will be able to express your consent to the Proposal if you are a
stockholder of record on the Record Date, even if you sell your shares of Common
Stock after the Record Date. Even if you are not sure as to your eligibility to
execute a consent, we urge you to complete and return the enclosed BLUE consent
card so that your shares will be voted if eligible.

If your shares are held in your name, please mark, sign, and date the
enclosed BLUE Consent Card and return it in the postage-paid envelope provided.
If your shares are held in the name of a brokerage firm, bank nominee or other
institution, you should receive a BLUE Consent Card and envelope which should be
used to give your instructions to the person responsible for your account. Only
that institution can execute a BLUE Consent Card with respect to your shares and
only upon receipt of specific instructions from you. The Participants urge you
to confirm in writing your instructions to the person responsible for your
account and to provide a copy of those instructions to the Participants at the
address set forth below so that the Participants will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.

Marshall Reynolds
c/o Chapman Printing
2450 First Avenue
Huntington, WV 25703
(304) 528-2791
FAX: (304) 528-2765

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<PAGE> 9

REVOCABILITY OF CONSENTS

Any stockholder consenting to the Proposal has the power to revoke such
consent any time before holders of a majority of the outstanding shares have
consented to the Proposal, have delivered consents to the Proposal to the
Participants, and the Participants have delivered consents of a majority of the
outstanding shares to the Company. Consents may be revoked by filing with the
Company written notice of revocation bearing a later date than the consent card
or by duly executing a subsequently dated consent card relating to the same
shares and delivering it to the Company at its principal executive offices at
1627 K Street, N.W., Washington, D.C. 20006. Although a revocation delivered
only to the Company will be effective to revoke a previously executed consent,
the Participants request that if a revocation is delivered to the Company, a
photocopy of the revocation also be delivered to the Participants, at the
address set forth above, so that the Participants will be aware of such
revocation.

THE PROPOSAL

This Consent Solicitation Statement and the accompanying form of written
consent are first being furnished by the Participants on or about April 17,
1998, in connection with the solicitation by the Participants from the holders
of shares of Common Stock of the Company of written consents to take the
following actions without a stockholders meeting, as permitted by Delaware law:

(1) Remove the following directors of the Board of Directors (the
"Incumbents"):

"RESOLVED, that the following members of the Board of Directors of
the Company, such members being Barbara Davis Blum, Shireen L. Dodson,
Susan Hager and Clarence L. James, Jr., and any person or persons (other
than the persons elected pursuant to this consent) elected or appointed
to the Board of Directors of the Company prior to the effective date of
this resolution in addition to or in lieu of any of the aforenamed
individuals to fill any newly created directorships or vacancy on the
Board of Directors of the Company, or otherwise, is hereby removed and
the offices of these members of the Board of Directors are hereby
declared vacant."

(2) Elect the following persons to fill the vacant directorships (the
"Nominees"):

"RESOLVED, that the following persons are hereby elected as
directors of the Company to fill vacant directorships on the Board of
Directors, and to serve until their respective successors are duly
elected and qualified: A. George Cook, III, Bonita A. Wilson, Marianne
Steiner and Joseph L. Williams."

You may consent to, withhold consent from or abstain from voting on the
Proposal to remove all of the Incumbents by marking the appropriate box on the
enclosed BLUE consent card. You may also withhold your consent from the removal
of one or more of the Incumbents individually by writing the name(s) of such
director(s) in the space provided on the BLUE consent card. If no marking at all
is made or a marking is made with respect to only one of the proposals for which
the Participants are seeking your consent, you will be deemed to have CONSENTED
TO each proposal for which a contrary indication has not been marked.

THE PARTICIPANTS RECOMMEND THAT YOU CONSENT TO THE REMOVAL OF ALL FOUR OF
THE NAMED CURRENT MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS.

You may consent to the election of the Participants' slate of nominees for
director, withhold consent to the election of such nominees or abstain from
voting thereon by marking the appropriate box on the enclosed BLUE consent card.
You may also withhold your consent to the election of one or more of the
Nominees individually by writing the name(s) of such nominee(s) in the space
provided on the BLUE consent card. If no marking at all is made or a marking is
made with respect to only one of the proposals for which the Participants are
seeking your consent, you will be deemed to have CONSENTED TO each proposal for
which a contrary indication has not been marked.

THE PARTICIPANTS RECOMMEND THAT YOU CONSENT TO THE ELECTION OF EACH OF THE
NOMINEES AS DIRECTORS OF THE COMPANY.

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<PAGE> 10

See "REMOVAL AND ELECTION OF DIRECTORS" for more information about the
Nominees. The Participants propose that the Nominees, once elected, serve until
the next annual meeting of the stockholders and until their successors have been
duly elected and qualified. Each of the Nominees has consented to serve as a
director of the Company if elected.

Of the four Nominees, none is employed or otherwise affiliated with the
Company. All of the Nominees are citizens of the United States.

The accompanying BLUE Consent Card will be voted in accordance with the
stockholder's instruction on such BLUE Consent Card. If the enclosed BLUE
Consent Card is signed and returned and no direction is given, the stockholder
will be deemed to have consented to the Proposal.

The Participants seek the consent of an absolute majority of the Company's
issued and outstanding stock in order to act on the Proposal set forth in this
Consent Solicitation Statement.

BROKER NON-VOTES, ABSTENTIONS AND THE FAILURE TO RETURN A SIGNED CONSENT
WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT TO THE PROPOSAL.

The written consent of an absolute majority of the outstanding Common Stock
is required to adopt and approve the Proposal. According to the Company's Proxy
Statement on Schedule 14A filed November 10, 1997 there were 1,651,226 shares of
Common Stock outstanding as of that date. Each share of Common Stock entitles
the holder on the Record Date to one vote on the Proposal. Accordingly, based
upon the information known to the Participants, written consents by holders
representing 825,614 shares of Common Stock will be required to adopt and
approve the Proposal. On April 1, 1998 the Participants delivered their consents
representing 360,025 shares to the Company. Each abstention and broker non-vote
with respect to the Proposal will have the same effect as withholding consent to
the adoption of the Proposal.

If you were a record holder as of the close of business on the Record Date,
you may elect to consent to, withhold consent or abstain with respect to the
Proposal by marking the "CONSENT", "CONSENT WITHHELD" OR "ABSTAIN" box, as
applicable, on the accompanying BLUE Consent Card and signing, dating and
returning it promptly in the enclosed postage-paid envelope.

IF THE STOCKHOLDER WHO HAS EXECUTED AND RETURNED THE CONSENT CARD HAS
FAILED TO CHECK A BOX MARKED "CONSENT", "CONSENT WITHHELD" OR "ABSTAIN", SUCH
STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL.

THE PARTICIPANTS RECOMMEND THAT YOU CONSENT TO THE PROPOSAL. YOUR CONSENT
IS IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED BLUE CONSENT CARD AND
RETURN IT IN THE POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE. FAILURE TO RETURN
YOUR CONSENT WILL HAVE THE SAME EFFECT AS WITHHOLDING CONSENT TO THE PROPOSAL.

If your shares are held in the name of a brokerage firm, bank nominee or
other institution, you should contact the person responsible for your account
and give instructions for the BLUE Consent Card representing your shares to be
marked, signed, dated and mailed. Only that institution can execute a BLUE
Consent Card with respect to your shares and only upon receipt of specific
instructions from you. The Participants urge you to confirm in writing your
instructions to the person responsible for your account and to provide a copy of
those instructions to the Participants at the address set forth below so that
the Participants will be aware of all instructions given and can attempt to
ensure that such instructions are followed.

Marshall Reynolds
c/o Chapman Printing
2450 First Avenue
Huntington, WV 25703
(304) 528-2791
FAX: (304) 528-2765
7
<PAGE> 11

THE CONSENT PROCEDURE

Section 228 of the Delaware General Corporation Law (the "DGCL") states
that, unless otherwise provided in the certificate of incorporation, any action
that may be taken at any annual or special meeting may be taken without a
meeting, without prior notice and without a vote, if consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, and those consents are delivered to the
corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. In the
case of this Consent Solicitation, written, unrevoked consents of the holders of
a majority of the outstanding shares of Common Stock as of the Record Date must
be delivered to the Company as described above to effect the actions to which
consents are being solicited hereunder. Section 228 of the DGCL further provides
that no written consent shall be effective to take the corporate action referred
to therein unless, within 60 days of the earliest dated consent delivered in the
manner required by Section 228, written consents signed by a sufficient number
of holders to take such action are delivered to the corporation in the manner
required by Section 228. In order to facilitate prompt adoption of the Proposal
the Participants request that you give your consent by April 30, 1998. The date
on which the earliest consent expires is May 31, 1998.

The Participants intend to tender consents received through this
solicitation to the Company after they receive the consent of a majority of the
outstanding shares of Common Stock of the Company. Following such delivery, in
the event the Company disputes the validity of the consents, the Participants
intend to file a complaint in the Delaware Court of Chancery seeking relief
pursuant to Section 225 ("Section 225") of the DGCL for, among other things, a
declaration that the Incumbents are no longer members of the board of the
Company and that the Nominees have been duly elected to the board of the
Company. Once sufficient unrevoked and unexpired consents are delivered to the
Company to take the actions set forth herein, such consents will not expire,
even if a Section 225 proceeding extends beyond the expiration date of any such
consents.

THE PARTICIPANTS CURRENTLY INTEND TO DELIVER CONSENTS RECEIVED THROUGH THIS
SOLICITATION TO THE COMPANY IN THE MANNER REQUIRED BY SECTION 228 OF THE DGCL
ONCE THE PARTICIPANTS HAVE DETERMINED THAT VALID AND UNREVOKED CONSENTS
REPRESENTING A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE COMMON STOCK
AS OF THE RECORD DATE HAVE BEEN OBTAINED. WHEN CONSENTS FOR A MAJORITY OF THE
COMPANY'S COMMON STOCK HAVE BEEN OBTAINED AND DELIVERED TO THE COMPANY, A
STOCKHOLDER WILL BE UNABLE TO REVOKE HIS OR HER CONSENT.

Section 213(b) of the DGCL provides that the record date for a consent
solicitation shall be established by the board of directors of the corporation
or, if no record date is so established, shall be the first date on which a
signed written consent is delivered to the corporation. On April 1, 1998 the
Participants delivered their signed written consents to the Company thereby
establishing the Record Date.

If actions described herein are taken, the Company will promptly notify the
stockholders who have not consented to the actions taken as required by the
DGCL.

Consents may only be executed by stockholders of record at the close of
business on the Record Date. The Participants believe that there were 1,651,226
shares outstanding on the Record Date. Therefore, the number of votes necessary
to effect the Proposals is 825,614 (an absolute majority of 1,651,226). The
Participants delivered consents representing 360,025 shares to the Company on
April 1, 1998. Therefore, consents representing an additional 465,589 shares are
required to approve the Proposal. Each share of Common Stock entitles the record
holder thereof to cast one vote. The Company's Certificate of Incorporation and
By-laws do not provide for cumulative voting.

8
<PAGE> 12

Since the Participants must receive consents from a majority of the
Company's outstanding shares in order for the Proposal to be adopted, a broker
non-vote or direction to withhold authority to vote on the Consent Card will
have the same effect as a "no" vote with respect to the Participants'
solicitation.

BROKER NON-VOTES, ABSTAINING OR NOT RETURNING A SIGNED CONSENT WILL HAVE
THE SAME EFFECT AS WITHHOLDING CONSENT TO THE PROPOSAL. THE PARTICIPANTS URGE
EACH STOCKHOLDER TO ENSURE THAT THE RECORD HOLDER OF HIS OR HER SHARES MARKS,
SIGNS, DATES AND RETURNS THE ENCLOSED CONSENT AS SOON AS POSSIBLE.

SOLICITATION

Consents will be solicited by mail, telephone, telegram and/or personal
solicitation by the Participants. The Participants anticipate that a total of
approximately $55,000 will be spent in connection with the solicitation. Actual
expenditures may vary materially from the estimate, however, as many of the
expenditures cannot be readily predicted. As of March 31, 1998, expenses of
approximately $47,000 had been incurred in connection with the solicitation. The
entire expense of preparing, assembling, printing and mailing this Consent
Solicitation Statement and any other consent materials and the cost of
soliciting consents will initially be borne by the Participants. If the Nominees
are elected, the Participants intend to request reimbursement from the Company
for these expenses. This request will not be submitted to a vote of the
Company's stockholders. Banks, brokerage houses and other custodians, nominees
and fiduciaries may be requested to forward the Participants' solicitation
material to the beneficial owners of the shares they hold of record, and the
Participants will reimburse them for their reasonable out-of-pocket expenses.

9
<PAGE> 13

REMOVAL AND ELECTION OF DIRECTORS

Pursuant to the Proposal, four current members of the Board of Directors
(the "Incumbents") are to be removed, and replaced with four nominees (the
"Nominees"). The Nominees would be elected to hold office and serve on the Board
of Directors until the next Annual Meeting of Stockholders or until their
respective successors have been elected and qualified. It is not contemplated
that any of the Nominees will become unavailable to serve, but if that should
occur before the Proposal becomes effective, consents that approve the Proposal
or do not withhold approval for the Proposal will be voted for another nominee,
or nominees, selected by the Participants. If the Proposal is consented to by a
majority of the shares entitled to vote, the removal of the Incumbents from the
Board of Directors and the election of the four Nominees to the Board of
Directors will become effective immediately upon delivery by the Participants of
sufficient signed written consents to the Company. The Participants recommend
that stockholders vote FOR the Proposal.

DIRECTORS TO BE REMOVED

The directors to be removed are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY DIRECTOR SINCE
---- --- ------------------------- --------------
<S> <C> <C> <C>
Barbara Davis Blum.................... 57 Chairwoman of the Board, President 1986
and Chief Executive Officer
Shireen L. Dodson..................... 45 Director 1993
Susan Hager........................... 52 Director 1992
Clarence L. James, Jr................. 63 Director 1993
</TABLE>

NOMINEES FOR DIRECTOR

The nominees are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C> <C>
George Cook........................... 64 None
Bonita A. Wilson...................... 56 None
Marianne Steiner...................... 43 None
Joseph L. Williams.................... 52 None
</TABLE>

Biographical information on the Nominees is provided in the introduction to
this Consent Solicitation Statement.

BIOGRAPHICAL INFORMATION ON THE PARTICIPANT DIRECTORS

The following provides information about the directors participating in
this Consent Solicitation:

Jeanne D. Hubbard, age 49, has been Executive Vice President and
Senior Lending Officer of First Sentry Bank, Huntington, West Virginia
since 1996. She served as a consultant to First Guaranty Bank, Hammond,
Louisiana since 1993 and previously served as an executive officer of First
Guaranty Bank during 1996. From 1980 to 1993, Ms. Hubbard held a variety of
officer positions, including Vice President and Senior Commercial Lender
and Chairwoman of the Loan Committee and Asset/Liability Committee, with
First Bank of Ceredo, Ceredo, West Virginia. She served as President of the
C-K Rotary Club and Chairwoman of the Citizens Advisory Committee of the
United Way in Huntington, West Virginia. She has been a director of the
Company and the Bank since October 1995.

Marshall T. Reynolds, age 60, is the Chairman of the Board, President
and Chief Executive Officer of Champion Industries, Inc., a holding company
for commercial printing and office products companies, a position he has
held since 1992. He became Chairman of the Board of Premier Financial
Bancorp, Georgetown, Kentucky in the first quarter of 1996 and Chairman of
the Board of First Guaranty Bank, Hammond, Louisiana during the second
quarter. He became Chairman of the Board of Broughton Dairy during the
fourth quarter of 1996. From 1964 to 1993, Mr. Reynolds was President and
Manager of The

10
<PAGE> 14

Harrah and Reynolds Corporation (predecessor to Champion Industries, Inc.).
From 1983 to 1993, he was Chairman of the Board of Bank One, West Virginia
Corporation (formerly Key Centurion Bankshares, Inc.). He has served as
Chairman of United Way of the River Cities, Inc. and Boys and Girls Clubs
of Huntington. He has been a Director of the Company and the Bank since
November 1995.

Robert L. Shell, Jr., age 53, is the Chairman and Chief Executive
Officer of Guyan International, a privately held holding company for
manufacturing and service companies, a position he has held since 1985. Mr.
Shell is also the Chairman of Standard Leasing Co. and Permco Hydraulik AG.
He was formerly the Chairman of Carolina Hose and Hydraulics. He has been a
director of First Guaranty Bank, Hammond, Louisiana since 1993 and a
director of First State Bank of Sarasota since February 1994. He was
formerly the Chairman of the Marshall Artists Series and a member of the
Huntington Boys and Girls Club, the Cabell Huntington Hospital Foundation
and the West Virginia Foundation for Independent Colleges. He has been a
Director of the Company and the Bank since October 1995.

DIRECTORS' COMPENSATION

During 1997, each director of the Company received $250 for each meeting of
the Board of Directors. In addition, each director is eligible to participate in
the nonqualified 1996 Directors Stock Option Plan based upon their total months
of 1996 Board service. During 1996, each director was granted options to
purchase 792 shares of the Company's Common Stock at an exercise price of 85% of
the fair market value on the date of grant, or $9.13. Information regarding
options granted for 1997 Board service is not yet available. See DIRECTORS
COMPENSATION, 1996 Directors Stock Option Plan.

EXECUTIVE OFFICERS

None of the Participants or the Nominees is an executive officer of the
Company.

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth information as of the Record Date, relating
to the beneficial ownership of Common Stock by the Participants and the
Nominees.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- ----------------------- ----------------
<S> <C> <C>
Marshall T. Reynolds.................................. 225,526(1)(2)(6) 13.7%
Shirley A. Reynolds................................... 345,556(1)(2)(6) 20.9%
Robert L. Shell, Jr................................... 66,046(3)(4)(5) 4.0%
Jeanne D. Hubbard..................................... 4,546(4) 0.03%
</TABLE>

- ---------------
(1) 225,526 shares held jointly between Marshall T. Reynolds and Shirley A.
Reynolds, with shared voting/dispositive power.

(2) Includes 30,000 shares held by dependent child.

(3) Includes 6,000 shares which were transferred by gift to Lena Ji Shell, Mr.
Shell's wife, and which are now held by Lena Ji Shell.

(4) Includes options to purchase 46 shares granted to Ms. Hubbard and Mr. Shell
under Bancorp's Directors Stock Option Plan.

(5) Robert L. Shell, Jr. shares voting and dispositive power with respect to
20,000 shares owned jointly with his wife, Lena Ji Shell.

(6) Includes options to purchase 31 shares granted to Mr. Reynolds under
Bancorp's Directors Stock Option Plan.

11
<PAGE> 15

COMPENSATION OF PARTICIPANT DIRECTORS

The following information is based upon information provided in the
Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on November 10, 1997:

DIRECTORS STOCK OPTION PLAN

On January 23, 1996, the Board of Directors of the Company approved a
nonqualified Directors Stock Option Plan (the "Directors Plan"). A total of
6,429 shares of the Company's Common Stock are authorized for issuance under the
Directors Plan, in which all directors of the Company and the Bank in 1995 are
eligible to participate based upon the total months of 1995 Board service. On
January 23, 1996, all such options were granted at an exercise price of 85% of
fair market value at the date of grant, or $6.74. Options granted under the
Directors Plan vest beginning in 1996 at an annual rate of 20% at the end of
each year and expire at the earlier of ten years following the date of grant or
two years after leaving the Board. However, in the event of death or disability,
options expire one year after leaving the Board. The options shall become fully
vested in the event of a "Change in Control" (as defined in the Directors Plan)
or in the event the director leaves the Board.

1996 DIRECTORS STOCK OPTION PLAN

On November 19, 1996, the Board of Directors of the Company approved a
nonqualified Directors Stock Option Plan (the "1996 Directors Plan"). A total of
7,920 shares of the Company's Common Stock are authorized for issuance under the
Employee Plan, in which all directors of the Company and the Bank are eligible
to participate based upon the total months of 1996 Board service. On November
19, 1996, all such options were granted at an exercise price of 85% of fair
market value, or $9.13. Options granted under the 1996 Directors Plan vest
beginning in 1997 at an annual rate of 33.33% at the end of each year and expire
at the earlier of ten years following the date of grant or immediately upon
leaving the Board. However, in the event of death or disability, options expire
two years after leaving the Board. The options shall become fully vested in the
event of a "Change in Control" (as defined in the 1996 Directors Plan).
Information regarding options awarded for 1997 Board service are not yet
available.

POTENTIAL COSTS TO THE COMPANY IN SEVERANCE
PAYMENTS AND EARLY VESTING AS A RESULT OF THE PROPOSAL

Set forth below is a description of potential costs associated with
implementation of the Proposal. It is based on information provided in the
Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on November 10, 1997, except that information regarding the events
that constitute "Changes in Control" under these agreements was taken from the
agreements themselves.

VESTING OF OPTIONS

1. Directors Stock Option Plan

See "Compensation of Participant Directors" for a description of the
Directors Stock Option Plan (the "Directors Plan"). The removal of the
Incumbents pursuant to the Proposal could cause the options granted under the
Directors Plan to the Incumbents to fully vest. The Directors Plan defines as
one potential "Change in Control" the following event: "one or more new
directors of [AANB] are elected and at such time five or more directors (or, if
less, a majority of the directors) then holding office were not nominated as
candidates by [a] majority of the directors in office immediately before such
election." Because only four current members of the Board would be removed
pursuant to the Proposal, leaving six original members on the Board, the
Participants do not believe that the Proposal will constitute a "Change of
Control" under the Directors Plan. However, if the remaining three directors who
are neither Incumbents to be removed nor Participants chose to resign before the
election of the Nominees became effective, an issue could arise as to whether a
Change of Control had taken place, which issue would likely be decided by
litigation. In the event that it was determined

12
<PAGE> 16

that a Change of Control had taken place, the Company could experience losses,
depending on and to the extent that the market price of the Company's stock
exceeded the exercise price of the options.

Based upon information contained in the Company's Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on November 10,
1997, it appears that a options for a total of 918 shares have been granted
under the Directors Plan to each director, and that of those options, options
covering 368 shares have already vested in 1996 and 1997, leaving options for
550 shares as yet unvested for each director. The exercise price of each option
is $6.74 per share. Using the market price of the Company's Common Stock at the
close of business on March 26, 1998, which was $14.375 per share, the total
unrealized gain per director of early vesting of these options would be
$4,199.25 (options for 550 shares multiplied by the price differential between
$14.375 and $6.74). Thus, the total unrealized gain for all four Incumbents
would be $16,797.00.

2. 1996 Directors Stock Option Plan

See "Compensation of Participant Directors" for a description of the 1996
Directors Stock Option Plan (the "1996 Directors Plan"). The removal of the
Incumbents pursuant to the Proposal could cause the options granted under the
1996 Directors Plan to the Incumbents to fully vest. The 1996 Directors Plan
defines as one potential "Change in Control" the following event: "one or more
new directors of [AANB] are elected and at such time five or more directors (or,
if less, a majority of the directors) then holding office were not nominated as
candidates by [a] majority of the directors in office immediately before such
election." Because only four current members of the Board would be removed
pursuant to the Proposal, leaving six original members on the Board, the
Participants do not believe that the Proposal will constitute a "Change of
Control" under the 1996 Directors Plan. However, if the remaining three
directors who are neither Incumbents to be removed nor Participants chose to
resign before the election of the Nominees became effective, an issue could
arise as to whether a Change of Control had taken place, which issue would
likely be decided by litigation. In the event that it was determined that a
Change of Control had taken place, the Company could experience losses,
depending on and to the extent that the market price of the Company's stock
exceeded the exercise price of the options.

Based upon information contained in the Company's Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on November 10,
1997, it appears that options for a total of 792 shares have been granted under
the 1996 Directors Plan to each director, and that of those options, options for
264 shares have already vested, leaving options for 528 shares as yet unvested
for each director. The exercise price of each option is $9.13. Using the market
price of the Company's Common Stock at the close of business on March 26, 1998,
which was $14.375 per share, the total unrealized gain per director of early
vesting of these options would be $2,769.36 (options for 528 shares multiplied
by the price differential between $14.375 and $9.13). Thus, the total unrealized
gain for all four Incumbents would be $11,077.44.

3. 1996 Employee Incentive Stock Option Plan

On November 19, 1996, the Board of AANB approved a qualified 1996 Employee
Incentive Stock Option Plan covering key employees (the "1996 Employee Plan"). A
total of 14,193 shares of AANB's Common Stock are authorized for issuance under
the 1996 Employee Plan, in which key employees of AANB and the Bank are eligible
to participate. On November 19, 1996, options for 12,688 shares were granted at
an exercise price of 100% of fair market value, or $10.74. On January 21, 1997,
options for 1,000 shares were granted at an exercise price of 100% of fair
market value, or $11.71. On February 18, 1997, options for 505 shares were
granted at an exercise price of 100% of fair market value, or $11.83. Options
granted under the 1996 Employee Plan vest beginning in 1997 at an annual rate
ranging from 33.33% to 100% at the end of each year and become fully vested in
the event of a Change in Control, as defined in the 1996 Employee Plan. Options
under the 1996 Employee Plan expire not later than ten years after the date of
grant.

It is possible that the changes in the Board which would result from the
Proposal, and the potential restructuring and restaffing of the Company's and
the Bank's senior management contemplated by the Participants, could cause the
options of certain beneficiaries of the 1996 Employee Plan to fully vest. The
1996 Employee Plan defines as one potential "Change in Control" the following
event: "one or more new directors

13
<PAGE> 17

of [AANB] are elected and at such time five or more directors (or, if less, a
majority of the directors) then holding office were not nominated as candidates
by [a] majority of the directors in office immediately before such election."
Because only four current members of the Board would be removed pursuant to the
Proposal, leaving six original members on the Board, the Participants do not
believe that the Proposal will constitute a "Change of Control" under the 1996
Employee Plan. However, if the remaining three directors who are neither
Incumbents to be removed nor Participants chose to resign before the election of
the Nominees became effective, an issue could arise as to whether a Change of
Control had taken place, which issue would likely be decided by litigation. In
the event that it was determined that a Change of Control had taken place, the
Company could experience losses, depending on and to the extent that the market
price of the Company's stock exceeded the exercise price of the options.

Information provided in the Company's Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on November 10, 1997 is not clear
enough to determine with any certainty how many of the options granted under the
1996 Employee Plan have already vested. The options granted under the 1996
Employee Plan are accompanied by stock appreciation rights. Assuming that no
such options had vested, the total potential cost to the Company from early
vesting would be $50,071.11 (the difference between the total exercise price of
the options for 14,193 shares granted at the varying exercise prices of $10.74,
$11.71 and $10.83, and the market price of the Company's Common Stock at the
close of business on March 26, 1998, which was $14.375). However, the actual
potential cost would be smaller, depending on how many of these options have
already vested.

SEVERANCE BENEFITS

1. Employment Agreement of Barbara Davis Blum

On February 20, 1996, AANB and The Adams National Bank (the "Bank") entered
into an employment agreement with Barbara Davis Blum providing for the
employment by AANB and the Bank of Ms. Blum as Chairwoman, President and Chief
Executive Officer of AANB and the Bank through February 20, 1998. The agreement
is automatically extended for an additional two-year period unless, six months
prior to the expiration date, the Boards of Directors of AANB and the Bank
determine in a duly adopted resolution that the agreement should not be extended
and so notify Ms. Blum. To the best of the Participants' knowledge, this has not
taken place. Under the terms of the employment agreement, which was amended on
March 29, 1996, Ms. Blum is entitled to receive a base salary for 1997 of
$194,413, all benefits provided by any plan made available by the Bank to its
employees, certain executive fringe benefits and annual or other bonuses at the
sole discretion of AANB's and the Bank's Boards. As of November 10, 1997 no
annual increases or bonuses had been granted to Ms. Blum.

Ms. Blum was granted a nonqualified stock option (the "Option") to purchase
75,000 shares of AANB's Common Stock which vests beginning in 1996 at an annual
rate of 20% at the end of each year and is exercisable for a period of 10 years
from the date of grant at an exercise price equal to $6.74 per share, which is
85% of the fair market value of AANB's Common Stock on the date of grant. The
Option shall become fully vested in the event of a "Change in Control" (as
defined in the employment agreement) or in the event Ms. Blum's employment
should terminate for any reason, and remain exercisable for a period of two
years. Ms. Blum was granted certain registration rights in connection with the
shares subject to the Option, including "piggyback" rights for registration at
AANB's expense, and one "demand" right for registration at AANB's expense, each
subject to certain limitations.

The employment agreement provides that, in the event Ms. Blum shall resign
with 60 days notification, she shall be entitled to receive a cash payment equal
to the current year's salary then in effect. In addition, the agreement provides
that in the event of Ms. Blum's death, disability, termination without just
cause or termination without her written consent and for a reason other than
just cause in connection with or within 12 months after any Change in Control,
or upon the occurrence of certain other events in connection with a Change in
Control, she (or her estate) shall be entitled to receive a cash payment equal
to two times her base salary (in semi-monthly payments in the event of
disability) and the acceleration of the invested portion of any stock options.
In addition, she shall be included to the full extent eligible in all plans
providing benefits,

14
<PAGE> 18

including group life insurance, disability insurance and pension programs for
executive employees of AANB during the term of the employment agreement and for
two years following her disability or termination without just cause or one year
following her voluntary termination. According to information provided by the
Company in its Schedule 14A filed with the Securities and Exchange Commission on
November 10, 1997, the change in control benefits are estimated to have an
aggregate value of approximately $830,000 at June 30, 1997. Ms. Blum has agreed
not to engage in the banking business elsewhere in the Washington or Baltimore,
Maryland metropolitan areas or to solicit the Adams National Bank's customers or
employees for a period of one year following the voluntary termination of her
employment.

One of the events constituting a "Change of Control" under Ms. Blum's
contract is defined as follows: "during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of either [AANB] or the Bank . . . cease for any reason to constitute
at least two-thirds thereof." Thus, the removal of Ms. Blum as a director
pursuant to this Proposal will entitle Ms. Blum to the severance benefits
described above. Furthermore, if the Proposal is approved by the Company's
shareholders, the Participants intend to seek Board action to terminate Ms.
Blum's position as President of the Company. This also would entitle Ms. Blum to
the severance benefits described above.

2. Severance Agreements

On April 7, 1994, the Board of Directors of the Bank approved severance
arrangements for seven management officers, namely, Kimberly Levine, Alexander
Beltran, Devin Blum, Thomas O. Griel, Joyce R. Hertz, Melrose Nathan and Bijan
Partovi. These arrangements were incorporated into Severance Agreements, dated
as of April 7, 1994. On January 21, 1997, the Board of the Bank approved an
additional severance arrangement for a management officer, Kathleen Walsh Carr
(collectively, the "Severance Agreements") effective February 10, 1997.

The Severance Agreements provide that, in the event of a "Change in
Control" (as defined in the Severance Agreements), the officers will be entitled
to resign from the Bank within the one year period following a Change in Control
and receive a lump sum payment equal to one year's full base salary at the rate
applicable to the officer in effect at that time. The term Change in Control
does not include a transaction approved by a majority of the "Continuing
Directors" (as defined in the Severance Agreements) then in office. In addition,
an officer will be entitled to receive such severance payment in the event the
officer's employment with the Bank is "Terminated" (as defined in the Severance
Agreements) within the one year period following a Change in Control, prior to
the resignation of the officer. According to information provided by the Company
in its Schedule 14A filed with the Securities and Exchange Commission on
November 10, 1997, these benefits are estimated to have an aggregate value of
approximately $633,000 as of June 30, 1997 based on current salary levels. Any
severance payment payable under the Severance Agreements will be reduced to the
extent that any such payment constitutes an "Excess Parachute Payment" as such
term is defined in the Internal Revenue Code of 1986, as amended. The Severance
Agreements are binding on the Bank and its successors.

All of the Severance Agreements include, as one potential "Change in
Control," the following: "during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of either [AANB] or the Bank . . . cease for any reason to constitute
at least two-thirds thereof." The actions contemplated by the Proposal will
therefore entitle these employees to the severance benefits described above.
However, the Participants have no reason to know whether any of the officers
described above will choose to leave the employment of the Company if the
Proposal succeeds.

15
<PAGE> 19

ITEM 5(B) INFORMATION

(Other than as stated below, the Participants have not bought or sold any
securities of the Company or its subsidiaries in the last two years.)

(1) Marshall Reynolds

Please see the sections of this Consent Solicitation Statement entitled
"Biographical Information on the Participant Directors," "Background of and
Reasons for the Solicitation," "Beneficial Ownership of Shares," "Certain
Relationships and Related Transactions," and "Compensation of Participant
Directors" for information concerning Mr. Reynolds' interest in this Consent
Solicitation, his beneficial ownership of shares of the Company, and other
information required by Item 5(b) of Schedule 14A. In addition, of the 225,526
shares of the Company's stock which Mr. Reynolds lists on his Schedule 13D as
being jointly owned with fellow Participant Shirley Reynolds, 30,000 such shares
are held by their son Douglas V. Reynolds, whose address is 1130 13th Avenue,
Huntington, WV 25701.

(2) Shirley Reynolds

Please see the sections of this Consent Solicitation Statement entitled
"Background of and Reasons for the Solicitation," "Certain Relationships and
Related Transactions," and "Beneficial Ownership of Shares"for information
concerning Mrs. Reynolds' interest in this Consent Solicitation, her beneficial
ownership of shares of the Company, and other information required by Item 5(b)
of Schedule 14A. In addition, of the 225,526 shares of the Company's stock which
Mrs. Reynolds lists on her Schedule 13D as being jointly owned with fellow
Participant Marshall Reynolds, 30,000 such shares are held by their son Douglas
V. Reynolds, whose address is 1130 13th Avenue, Huntington, WV 25701.

Mrs. Reynolds is a homemaker. Her home address is:

Shirley Reynolds
1130 13th Avenue
Huntington, WV 25701

(3) Jeanne D. Hubbard

Ms. Hubbard's principal business address is:

Jeanne D. Hubbard
Executive Vice President
First Sentry Bank
823 8th Street
Huntington, WV 25701

Ms. Hubbard is also a director of First Southwest Bank, whose address is
500 North Cary Avenue, Jennings, LA 70546.

(4) Robert L. Shell, Jr.

16
<PAGE> 20

Mr. Shell's principal business address is:

Robert L. Shell, Jr.
Guyan Machinery Company
#5 Nichols Drive
Barboursville, WV 25504

Lena Shell, Mr. Shell's wife, whose home address is #5 Nichols Drive,
Barboursville, WV 25504, beneficially owns 26,000 shares of the Company's common
stock, of which 20,000 are jointly owned with Mr. Shell.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

BANKING TRANSACTIONS

In 1997 Mr. Reynolds maintained a personal money market account at The
Adams National Bank (the "Bank"), a subsidiary of the Company. Otherwise, none
of the Participants or Nominees has had any banking transactions with the Bank.

None of the Participants or Nominees is indebted to the Bank.

OTHER TRANSACTIONS

None of the Participants or Nominees or their affiliates has engaged in any
other transactions with the Company.

Submitted by:

/s/ MARSHALL T. REYNOLDS
--------------------------------------
Marshall T. Reynolds

/s/ SHIRLEY A. REYNOLDS
--------------------------------------
Shirley A. Reynolds

/s/ ROBERT L. SHELL, JR.
--------------------------------------
Robert L. Shell, Jr.

/s/ JEANNE D. HUBBARD
--------------------------------------
Jeanne D. Hubbard

April 17, 1998

17
<PAGE> 21

WRITTEN CONSENT BY STOCKHOLDERS OF ABIGAIL ADAMS NATIONAL BANCORP, INC.

TO ACTION WITHOUT A MEETING SOLICITED BY
SHIRLEY A. REYNOLDS, MARSHALL T. REYNOLDS, JEANNE D. HUBBARD AND ROBERT L.
SHELL, JR.

The undersigned, a stockholder of record of Abigail Adams National Bancorp,
Inc., a Delaware corporation (the "Company"), on April 1, 1998 (the "Consent
Record Date"), hereby consents, pursuant to Section 228(a) of the Delaware
General Corporation Law, with respect to all shares of common stock, par value
$.0001 per share ("Common Stock"), of the Company held by the undersigned to the
taking of each of the following actions without a meeting:

SHIRLEY A. REYNOLDS, MARSHALL T. REYNOLDS, JEANNE D. HUBBARD AND ROBERT L.
SHELL, JR. (THE "PARTICIPANTS") RECOMMEND THAT THE STOCKHOLDERS OF THE COMPANY
CONSENT TO EACH OF THE FOLLOWING PROPOSALS. APPROVAL OF EACH OF THE PROPOSALS
REQUIRES THE CONSENT OF THE HOLDERS OF A MAJORITY OF THE COMMON STOCK
OUTSTANDING ON THE CONSENT RECORD DATE.

PLEASE MARK AND SIGN AND DATE THIS CONSENT CARD ON THE REVERSE SIDE BEFORE
RETURNING IT IN THE ENCLOSED ENVELOPE.

(A) REMOVAL OF FOUR CURRENT MEMBERS OF THE EXISTING BOARD OF DIRECTORS OF THE
COMPANY.

RESOLVED, that the following directors of the Company, and any other
person(s) elected or appointed to the Company's Board of Directors to fill any
vacancy or newly created directorship, are hereby removed from such
directorships:

<TABLE>
<S> <C> <C>
Barbara Davis Blum Shireen L. Dodson Susan Hager

Clarence L. James, Jr.
</TABLE>

[ ] CONSENTS [ ] CONSENT WITHHELD [ ] ABSTAINS

INSTRUCTION:

To consent, abstain or withhold consent to the removal of all the above-named
directors, and to any other person(s) who is a director of the Company at the
time the action taken by this written consent shall become effective, check the
appropriate box above. IF YOU WISH TO CONSENT TO THE REMOVAL OF CERTAIN OF THE
ABOVE-NAMED DIRECTORS, BUT NOT ALL OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND
WRITE THE NAME OF EACH SUCH DIRECTOR YOU DO NOT WISH TO BE REMOVED IN THE
FOLLOWING SPACE:
- --------------------------------------------------------------------------------

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE UNDERSIGNED WILL
BE DEEMED TO "CONSENT" TO SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE
DEEMED TO CONSENT TO THE REMOVAL OF ANY DIRECTOR WHOSE NAME IS WRITTEN IN THE
SPACE PROVIDED ABOVE.

(Continued on the other side.)
<PAGE> 22

(Continued from other side)

(B) ELECTION OF FOUR NEW DIRECTORS TO THE BOARD.
RESOLVED, that the following persons are hereby elected as directors of the
Company to serve until the next annual meeting of stockholders or until their
successors are duly elected and qualified:

<TABLE>
<S> <C> <C>
A. George Cook, III Bonita A. Wilson Marianne Steiner

Joseph L. Williams
</TABLE>

[ ] CONSENTS [ ] CONSENT WITHHELD [ ] ABSTAINS

INSTRUCTION:

To consent, abstain or withhold consent to the election of all the
above-named persons, check the appropriate box above. IF YOU WISH TO CONSENT TO
THE ELECTION OF CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT ALL OF THEM, CHECK
THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO NOT WISH
TO BE ELECTED IN THE FOLLOWING SPACE:
- --------------------------------------------------------------------------------

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE UNDERSIGNED WILL
BE DEEMED TO "CONSENT" TO SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE
DEEMED TO CONSENT TO THE ELECTION OF ANY PERSON WHOSE NAME IS WRITTEN IN THE
SPACE PROVIDED ABOVE.

Please sign exactly as name appears on stock certificate(s) or on label
affixed hereto. When shares are registered in more than one name, all such
persons should sign. When signing as attorney, executor, administrator, trustee,
guardian, corporate officer, partner, etc., sign in official capacity, giving
full title as such. If a corporation, please sign in the full corporate name by
president or other authorized officer. If a partnership, please sign in the
partnership name by authorized person.

Dated:__________________________,199__

______________________________________
(Signature)
______________________________________
(Print Name)
______________________________________
(Signature, if held jointly)
______________________________________
(Title or authority (if applicable))
IN ORDER FOR YOUR CONSENT TO BE VALID,
IT MUST BE DATED. PLEASE COMPLETE,
SIGN AND DATE YOUR CONSENT AND MAIL IT
PROMPTLY IN THE ENCLOSED POSTAGE_PAID
ENVELOPE. FAILURE TO EXECUTE A CONSENT
WILL HAVE THE SAME EFFECT AS
WITHHOLDING A CONSENT.