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AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment"), is entered into as of November 19, 1996, by and between Magna
Group, Inc., a Delaware corporation ("Buyer") and Homeland Bankshares
Corporation, an Iowa corporation ("Seller"), and is made with reference to
that certain Agreement and Plan of Reorganization, dated August 30, 1996
(the "Merger Agreement"), between Buyer and Seller (collectively, the
"Parties"). Capitalized terms used herein shall have the meanings assigned
in the Merger Agreement unless otherwise defined herein.
WHEREAS, beginning approximately November 20, 1996, Buyer Common Stock
will no longer be quoted on the Nasdaq but instead will be listed on the
New York Stock Exchange ("NYSE");
WHEREAS, as a result of the change in listing of Buyer Common Stock
from Nasdaq to the NYSE, the Parties desire to amend the Merger Agreement
as set forth herein.
NOW, THEREFORE in consideration of the premises and of the agreements
herein contained and for other good and valuable consideration, the Parties
agree as follows:
1. References to Nasdaq. (a) Section 1.09(a) of the Merger Agreement
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is hereby amended by deleting the first sentence thereof in its entirety
and substituting in place thereof the following:
"The Per Share Stock Consideration and the Per Share Cash Consideration
shall each be adjusted as of the end of the ten (10) consecutive trading-
day period (the "Valuation Period") during which the shares of Buyer
Common Stock are traded on the NYSE Composite Transactions reporting
system ending on the tenth calendar day immediately prior to the
anticipated Effective Time."
(b) The definition of "Valuation Period Market Value" contained in Section
1.09(b) is hereby amended by deleting such definition in its entirety and
substituting in place thereof the following:
"Valuation Period Market Value" shall mean the average of the closing-sale
prices for the Buyer Common Stock as reported on the NYSE Composite
Transactions reporting system (as reported in The Wall Street Journal,
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Midwest edition, or, in the absence thereof, by another authoritative
source) during the Valuation Period."
(c) The definition of "Average Index Price" contained in Section 7.01(g) is
hereby amended by deleting such definition in its entirety and substituting
in place thereof the following:
""Average Index Price" means the average of the Index Prices for the
ten consecutive full Nasdaq Stock Market National Market System ("Nasdaq")
trading days ending at the close of trading on the last day of the
Valuation Period."
2. Effect. Except as specifically provided for herein the Merger Agreement
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shall otherwise remain in full force and effect.
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3. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first written above.
MAGNA GROUP, INC.
By: /s/ G. Xxxxxx Xxxxx
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Name: G. Xxxxxx Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
HOMELAND BANKSHARES CORPORATION
By: /s/ Xxx X. Xxxxxxxxxx
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Name: Xxx X. Xxxxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
