Exhibit 10(y)
AMENDMENT #2
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated as of January 6, 1997 (this "Amendment") between
NationsBank Corporation, a North Carolina corporation ("Parent"), NB Holdings
Corporation, a Delaware corporation and wholly-owned subsidiary of Parent
("Merger Sub") and Boatmen's Bancshares, Inc., a Missouri corporation (the
"Company").
WHEREAS, Parent, the Company and Merger Sub have previously entered
into that certain Agreement and Plan of Merger dated as of August 29, 1996, as
amended on November 11, 1996 (the "Agreement"); and
WHEREAS, such persons wish to amend the Agreement in the manner set
forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Agreement, and each reference in
the Agreement to "this Agreement", "hereof", "herein", "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the
Agreement as amended hereby. All references to the Agreement in any other
agreement between Parent and the Company relating to the transactions
comtemplated by the Agreement shall be deemed to refer to the Agreement as
amended hereby.
2. Section 2.01(b) is hereby amended and restated in its entirety as
follows:
(b) Effectiveness And Effects Of the Merger. Subject to the
satisfaction or waiver of the conditions set forth in Article VII in
accordance with this Agreement, the Merger shall become effective upon the
filing in the office of the Secretary of State of Delaware of a certificate
of merger or such later date and time as may be set forth in such
certificate of merger in accordance with Section 252 of the General
Corporation Law of the State of Delaware (the "GCL"). The Merger shall have
the effects prescribed in Section 450 of the General and Business
Corporation Law of Missouri and Section 252 of the GCL.
3. This Amendment shall be governed by and construed in accordance
with the law of the State of Missouri, without regard to the conflicts of law
rules of such state.
4. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment shall
become effective when each party hereto shall have received counterparts hereof
signed by all of the other parties hereto.
5. Except as expressly amended hereby, the Agreement shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed in counterparts by their duly authorized officers, all as of the
day and year first above written.
BOATMEN'S BANCSHARES, INC.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Vice Chairman
NATIONSBANK CORPORATION
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Vice Chairman and
Chief Financial Officer
NB HOLDINGS CORPORATION
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Vice Chairman and
Chief Financial Officer
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