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EXHIBIT 10(l)
AMENDMENT NO. 1
DATED DECEMBER 1, 1995
TO THE
AGREEMENT AND PLAN OF MERGER
dated September 10, 1995
between
UJB Financial Corp., a New Jersey business corporation ("UJB"),
and
The Summit Bancorporation, a New Jersey business corporation ("Summit")
(the "Agreement")
W I T N E S S E T H:
WHEREAS, UJB and Summit have determined to amend the Agreement to
facilitate the transactions contemplated thereby;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein and in
the Agreement, the parties hereto, intending to be legally bound, agree as
follows:
A. Section 1.09 of the Agreement is amended to read in full as
follows:
Section 1.09. Restated Certificate of Incorporation and By-Laws.
The Restated Certificate of Incorporation of UJB in force immediately
prior to the Effective Time, amended to provide for the name of the
Surviving Corporation to be "Summit Bancorp.", and amended further to
provide for a class of Preferred Stock designated the "Adjustable Rate
Cumulative Preferred Stock, Series C ($25 stated value)" and having
relative rights, preferences and limitations identical to those of the
Summit Preferred, shall be the Restated Certificate of Incorporation of
the Surviving Corporation, except as duly amended thereafter and except
to the extent such is affected by the Certificate of Merger. In addition
to the Certificate of Merger required to be filed by UJB pursuant to
Section 1.06, UJB shall file as an additional document together with the
Certificate of Merger a Restated Certificate of Incorporation containing
the provisions of UJB's Restated Certificate of Incorporation in effect
on the date hereof amended as provided in the first sentence of this
Section 1.09. The By-Laws of UJB in force immediately prior to the
Effective Time shall be the By-Laws of the Surviving Corporation, except
as duly amended thereafter.
B. Section 1.10(a) of the Agreement is amended to read in full as
follows:
Section 1.10. Board of Directors and Officers.
(a) The UJB Board of Directors shall take or cause to be taken
all action necessary to cause the directors comprising the full Board of
Directors of UJB at the Effective Time to include six persons designated
prior to the Effective Time by
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the Board of Directors of Summit from among those persons serving as
Summit directors on the date hereof and who continue to serve as Summit
directors through the Effective Time (the "Summit Designees"). UJB shall
take all action necessary to provide that the term of two of the Summit
Designees as a director of UJB shall expire at the first annual meeting
of UJB shareholders held after the Effective Time, and to provide that
the remaining four Summit Designees be divided evenly between the other
two classes of directors. One of the Summit Designees shall be, so long
as he is able to serve, Xxxxxx X. Xxx, who shall be designated to the
class of director whose term expires at the third annual meeting of UJB
shareholders held after the Effective Time. Subject to the provisions of
UJB's Restated Certificate of Incorporation and By-Laws regarding
director qualifications, five Summit Designees shall be nominated to
serve at least one full term of three years in the class of Directors to
which they are initially elected by the Board of Directors of UJB. UJB
agrees not to increase the number of directors above the 13
directorships existing on the date hereof but Summit agrees UJB may fill
any vacancies occurring prior to the Effective Time. If required by the
New Jersey Act, all six Summit Designees shall stand for reelection as
UJB directors, subject to the provisions of UJB's Restated Certificate
of Incorporation then in effect at the first annual meeting of UJB
shareholders held after the Effective Time.
IN WITNESS WHEREOF, Summit and UJB have caused this Agreement to be
executed in counterparts by their duly authorized officers and their corporate
seals to be hereunto affixed as of the date first above written.
[CORPORATE SEAL] UJB FINANCIAL CORP.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx,
Vice Chairman
Attest: /s/ Xxxxxxx X. Xxxx, Xx.
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Xxxxxxx X. Xxxx, Xx.,
Secretary
[CORPORATE SEAL] THE SUMMIT BANCORPORATION
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx,
President and Chief
Executive Officer
Attest: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx,
Secretary
