Exhibit 2(f). Plan of Merger and Merger Agreement, dated
August 23, 2001, by and between Capital City Bank and First
National Bank of Xxxxx County.
PLAN OF MERGER
AND MERGER AGREEMENT
Pursuant to the provisions of Section 658.42 of the Florida
Statutes, the undersigned banks do hereby adopt and enter into
this Plan of Merger and Merger Agreement (this "Agreement") for
the purpose of merging (the "Merger") First National Bank of
Xxxxx County, a national bank ("First National"), with and into
Capital City Bank, a Florida chartered commercial bank ("Capital
City Bank"):
(a) The name of each constituent bank and the specific
location of its main office are as follows:
1. Capital City Bank
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
The specific location of each of its branch
offices is set forth on Schedule 1 attached
hereto.
2. First National Bank of Xxxxx County
000 Xxxxx Xxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
The specific location of each of its branch
offices is set forth on Schedule 2 attached
hereto.
(b) With respect to the resulting state bank:
1. The name and the specific location of the
proposed main office are:
Capital City Bank
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
The name and specific location of each of
its branch offices is set forth on Schedule
3.
2. The name and address of each director who is
to serve until the next meeting of the
shareholders at which directors are elected
are set forth on Schedule 4.
3. The name and address of each executive
officer are set forth on Schedule 5.
4. The resulting bank will have a single class
of common stock, par value $100 per share
("CCB Common Stock"), consisting of 5,000
authorized shares, of which 1,000 will be
outstanding. The amount of the surplus fund
will be $25,958 million and the amount of
retained earnings will be $139,514 million.
5. The resulting bank shall have trust powers.
6. The complete articles of incorporation under
which the resulting bank will operate are
attached hereto as Schedule 6.
(c) The terms for the exchange of shares of First National
for shares of Capital City Bank, are as follows:
1. At the Effective Time (as defined below),
each issued and outstanding share of the
common stock of First National, par value
$5.00 per share ("First National Common
Stock"), shall, by virtue of the Merger and
without any action by the holder thereof, be
extinguished. At the Effective Time, each
issued and outstanding share of CCB Common
Stock shall remain issued and outstanding
and unaffected by the Merger.
2. The "Effective Time" shall mean 5:00 pm on
the date requested by Capital City Bank, as
soon as practicable after the delivery of
this Agreement and certified resolutions to
the Florida Department of Banking and
Finance (the "Department").
(d) This Agreement is subject to approval by the Department
and by Capital City Bank Group, Inc., the sole
shareholder of both First National and Capital City
Bank.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of August 23, 2001.
CAPITAL CITY BANK
By: /s/ X. Xxxxxxxxx Xxxxx
Name: X. Xxxxxxxxx Xxxxx
Title: Executive Vice President
FIRST NATIONAL BANK OF XXXXX COUNTY
By: /s/ Xxxx X. Xxxxx, Xx.
Name: Xxxx X. Xxxxx, Xx.
Title: Chairman of the Board
