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EXHIBIT 2.3
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 2 to Agreement and Plan of Merger (the
"Second Amendment"), dated as of April 25, 2000, is made and entered into by and
between Park National Corporation, an Ohio corporation ("Park"), and SNB Corp.,
an Ohio corporation ("SNB").
WITNESSETH:
WHEREAS, Park and SNB have entered into an Agreement and Plan
of Merger, dated as of December 17, 1999 (the "Agreement") and an Amendment to
Agreement and Plan of Merger, dated as of March 3, 2000 (the "First Amendment");
and
WHEREAS, Section 6.06(b) of the Agreement addresses the
provision of directors' and officers' liability insurance coverage for the
benefit of the present and former Officers and Directors of SNB and Second
National Bank (the "Bank"); and
WHEREAS, Park and SNB desire to amend Section 6.06(b) of the
Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants contained herein, Park and SNB agree as follows:
1. DEFINITIONS. The capitalized terms used herein that are
defined in the Agreement and not otherwise defined herein shall, when used
herein, have the meaning ascribed to them in the Agreement.
2. AMENDMENT OF SECTION 6.06(b) OF THE AGREEMENT. Section
6.06(b) of the Agreement is hereby amended by deleting the same in its entirety
and substituting therefor the following:
6.06 Officers' and Directors' Indemnification
. . .
(b) For a period of three years from the
Effective Time, Park shall use its
reasonable best efforts to provide that
portion of directors' and officers'
liability insurance that serves to reimburse
the present and former Officers and
Directors of SNB or the Bank (determined as
of the Effective Time) (as opposed to SNB)
with respect to claims against such
Directors and Officers arising from facts or
events which occurred before the Effective
Time, on terms no less favorable than those
in effect on the date hereof; provided,
however, that Park may substitute therefor
policies providing at least comparable
coverage containing terms and conditions no
less favorable than those in effect on the
date hereof; provided, however, that in no
event shall Park be required to expend more
than 200 percent of the current amount
expended by SNB (the "Insurance Amount") to
maintain or procure such directors' and and
officers' liability insurance coverage;
provided, further that if Park is unable to
maintain or obtain the insurance called for
by this Section 6.06(b), Park shall use its
reasonble best efforts to obtain as
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much comparable insurance as is available
for the Insurance Amount; and provided,
further, that Officers and Directors of SNB
or the Bank may be required to make
application and provide customary
representations and warranties to Park's
insurance carrier for the purpose of
obtaining such insurance.
3. MISCELLANEOUS.
(a) This Second Amendment may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same agreement.
(b) This Second Amendment shall be construed in
accordance with and governed by the laws of the State of Ohio.
(c) Except as expressly provided for in the First
Amendment and this Second Amendment, the Agreement shall remain in full force
and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have caused this Second
Amendment to be executed by their duly authorized officers, to be effective as
of the date first written above.
PARK NATIONAL CORPORATION
By: /s/ Xxxxxx XxXxxxxx
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Printed Name: C. Xxxxxx XxXxxxxx
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Title: President
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SNB CORP.
By: /s/ Xxxx X. Xxxxxxxxx
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Printed Name: Xxxx X. Xxxxxxxxx
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Title: Chairman and President
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