FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit 2.1(b)
FIRST AMENDMENT
TO
This First Amendment to Agreement and Plan of Merger (this “Amendment”) is dated to be
effective as of the 6th day of February, 2007, by and between Park National
Corporation, an Ohio corporation (“Park”), and Vision Bancshares, Inc., an Alabama corporation
(“Vision Bancshares”).
WITNESSETH
WHEREAS, Park and Vision Bancshares entered into that certain Agreement and Plan of Merger
dated to be effective as of September 14, 2006 (the “Agreement”); and
WHEREAS, Park and Vision Bancshares desire to amend Sections 6.15(a) and 6.15(b) of the
Agreement in order to clarify the provisions governing indemnification and directors’ and officers’
liability insurance; and
WHEREAS, pursuant to Section 9.02 of the Agreement, the Agreement may be amended by an
agreement in writing between Park and Vision Bancshares;
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows, intending to be legally bound hereby:
1. Amendment to Section 6.15(a). Park and Vision Bancshares hereby amend the
Agreement by deleting the first sentence of Section 6.15(a) of the Agreement in its entirety and by
substituting therefor the following:
(a) Indemnity by Park. Following the Effective Date, Park
shall indemnify, defend and hold harmless all Directors, Officers and
Employees of Vision Bancshares and its Subsidiaries (each, an
“Indemnified Party”) against all costs or expenses (including
reasonable attorneys’ fees), judgments, fines, losses, claims, damages or
liabilities incurred in connection with any claim, action, suit,
proceeding or investigation, whether civil, criminal, administrative or
investigative, arising out of actions or omissions or alleged actions or
omissions in the course of the Indemnified Party’s duties as a director,
officer or employee of Vision Bancshares or one of its Subsidiaries
occurring on or prior to the Effective Time (including, without
limitation, the transactions contemplated by this Agreement) to the
fullest extent that Vision Bancshares is permitted to indemnify (and
advance expenses to) its directors, officers and employees under the Laws
of the States of Alabama and, as appropriate, Florida, and
consistent with the terms and conditions of the Vision Bancshares
Articles and the Vision Bancshares Bylaws as in effect on September 14,
2006; provided, however, that any such indemnification shall be subject to
and conditioned upon compliance with the provisions of applicable federal
Laws, including, without limitation, the provisions of 12 U.S.C. § 1828(k)
and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which
provisions contain certain prohibitions and limitations on the making of
certain indemnification payments by FDIC-insured depository institutions
and their holding companies.
2. Amendment to Section 6.15(b). Park and Vision Bancshares hereby further amend the
Agreement by adding the following sentence to the end of Section 6.15(b) of the Agreement:
Notwithstanding the foregoing, Park and Vision Bancshares acknowledge and
agree that payments in respect of the insurance coverage provided by any
policies of directors’ and officers’ liability insurance obtained as
contemplated by this Section 6.15(b) shall be subject to the limits of
applicable federal Laws, including, without limitation, the provisions of
12 U.S. C. § 1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R.
Part 359).
3. Capitalized Terms. All capitalized terms used and not defined in this Amendment
shall have the meanings ascribed to such terms in the Agreement.
4. No Other Amendment. Except as explicitly set forth in this Amendment, the terms
and provisions of the Agreement shall remain in full force and effect in accordance with the terms
thereof.
5. Governing Law. This Amendment shall be governed by, and construed and interpreted
in accordance with, the Laws of the State of Ohio applicable to contracts made and to be performed
entirely within such State (except to the extent that mandatory provisions of federal Laws are
applicable).
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed in counterparts by
their duly authorized officers, all as of the day and year first written above.
| PARK NATIONAL CORPORATION | ||||||
| By: | /s/ C. Xxxxxx XxXxxxxx | |||||
| C. Xxxxxx XxXxxxxx | ||||||
| Chairman of the Board and Chief | ||||||
| Executive Officer | ||||||
| VISION BANCSHARES, INC. | ||||||
| By: | /s/ J. Xxxxxx Xxxxxxxx | |||||
| J. Xxxxxx Xxxxxxxx | ||||||
| Chairman of the Board and Chief | ||||||
| Executive Officer | ||||||
