FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This First Amendment (the "Amendment") to Agreement and Plan of
Reorganization (the "Agreement") dated February 3, 1997, between Premier
Bancshares, Inc. ("Premier") and The Central and Southern Holding Company
("Central and Southern") is made and entered into as of the 26th day of March
1997. Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings ascribed to them in the Agreement.
WHEREAS, the parties desire to amend the Agreement to reflect that the
Central and Southern Options which are outstanding as of the Effective Date may
be substituted for Premier stock options under the Premier Bancshares, Inc. 1997
Stock Option Plan.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements herein contained, and for the purpose of amending the Agreement,
Premier and Central and Southern agree as follows, subject to ratification of
this Amendment by their respective Board of Directors:
1. That the following paragraph (c) shall be added to the end of Section
3.4 of the Agreement:
"(c) Notwithstanding the foregoing provisions of this Section
3.4, Premier may at its election substitute as of the Effective Time stock
options under the Premier Bancshares, Inc. 1997 Stock Option Plan or a
predecessor plan (the "Premier Stock Option Plan") for all or a part of the
Central and Southern Options, subject to the following conditions: (i) the
requirements of 3.4(a) and (b) shall be met; (ii) such substitution shall
not constitute a modification, extension or renewal of any of the Central
and Southern Options which are incentive stock options; (iii) the
substituted options shall continue in effect on substantially the same
terms and conditions as contained in the Central and Southern Stock Option
Plan or other document granting the Central and Southern Options; and (iv)
each grant of a substitute option to any individual who shall be deemed
subject to Section 16 of the Securities Exchange Act of 1934 shall have
been specifically approved in advance by the full Board of Directors of
Premier or by a committee consisting solely of "non-employee" directors as
defined in Rule 16b-3. As soon as practicable following the Effective
Time, Premier shall deliver to the participants receiving substitute
options under the Premier Stock Option Plan an appropriate notice setting
forth such participant's rights pursuant thereto. Premier has reserved
under the Premier Stock Option Plan adequate shares of Premier Common Stock
for delivery upon exercise of any such substituted options."
Except as specifically amended herein the Agreement shall remain in full
force and effect. In witness whereof, the parties have caused this Amendment to
be signed by their duly authorized officers as of the date first shown above.
Attest: PREMIER BANCSHARES, INC.
/s/ Xxxxxxx X. Xxxxxxx
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Secretary Xxxxxxx X. Xxxxxxx, Chairman
[CORPORATE SEAL]
Attest: THE CENTRAL AND SOUTHERN HOLDING
COMPANY
/s/ Xxxxxx X. Xxxxxx
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Secretary Xxxxxx X. Xxxxxx, President
[CORPORATE SEAL]
