AMENDMENT NUMBER ONE TO THE AGREEMENT AND PLAN OF MERGER
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This Amendment Number One ("Amendment") dated November 12, 2002, to the
Agreement and Plan of Merger dated September 24, 2002 ("Merger Agreement"), made
by and between Synovus Financial Corp. ("Synovus") and United Financial
Holdings, Inc. ("United"). All defined terms used in the referenced Merger
Agreement have the same definitions for purposes of this Amendment.
WITNESSETH THAT:
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WHEREAS, the parties desire to amend the Merger Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the parties do hereby amend
the Merger Agreement as follows:
FIRST
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The second paragraph of Article I(B) shall be amended by deleting said paragraph
in its entirety and inserting in lieu thereof the following paragraph:
"Upon the Merger, subject to the other provisions of this Article I, each share
of United Stock outstanding as to which a dissenter's right has not been duly
and validly exercised, shall be converted into and exchangeable for the right to
receive, at the election of the holder as provided in and subject to the
provisions of Paragraph (C) of Article I below, either: (1) .8021shares of
Synovus Common Stock ("Per Share Stock Consideration"); (2) $16.47 in cash ("Per
Share Cash Consideration"); or (3) a pro rated combination of the Per Share
Stock Consideration and the Per Share Cash Consideration ("Per Share Combo
Consideration") that does not exceed in combined total the Per Share Cash
Consideration or Per Share Stock Consideration such shareholder would have
received had either such election been made. Provided, however, that the
aggregate Per Share Stock Consideration shall equal 2,268,167 shares of Synovus
Common Stock, with such number to be adjusted as necessary to reflect the
exercise of options to purchase United Common Stock between the date of this
Agreement and the Effective Date and the conversion of not more than 7,000
shares of United's 7% preferred stock issued pursuant to clause (5) above
("Total Stock Consideration") and the aggregate Per Share Cash Consideration
shall equal $34,000,000 ("Total Cash Consideration"). "
SECOND
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Article VI(A)(3) shall be amended by deleting said paragraph in its entirety and
inserting in lieu thereof the following paragraph:
"(3) by Synovus or United if its Board of Directors so determines by vote of a
majority of the members of its entire Board in the event that the Merger is not
consummated by March 31, 2003 unless the failure to so consummate by such time
is due to the breach of the Plan by the party seeking to terminate; "
THIRD
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Article VI shall be amended by deleting Article VI(A)(4) and Article VI(A)(5) in
their entirety.
FOURTH
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This Amendment shall be effective as of November 12, 2002.
FIFTH
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Except as amended herein in this Amendment, all other remaining provisions of
the Merger Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in counterparts by their duly authorized officers as of the day and
year first above year written.
UNITED FINANCIAL HOLDINGS, INC
By: /s/ Xxxx X. Xxxxxx
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Title: President and CEO
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Attest /s/ C. Xxxxx Xxxxxx
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Title: SVP and CFO
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SYNOVUS FINANCIAL CORP
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: EVP and CFO
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Attest /s/ Xxxxx Xxxxxx
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Title: Assistant Secretary
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