AMENDMENT NUMBER TWO
TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED AGREEMENT AND PLAN
OF REORGANIZATION ("Amendment Number Two") is made and entered into as of this
19th day of December, 1990, by and among C&S/SOVRAN CORPORATION ("CSC")
(formerly named Avantor Financial Corporation), THE CITIZENS AND SOUTHERN
CORPORATION ("C&S"), CITIZENS AND SOUTHERN GEORGIA CORPORATION ("CSGA"), THE
CITIZENS AND SOUTHERN NATIONAL BANK ("CSNB") and FIRST FEDERAL SAVINGS BANK OF
BRUNSWICK, GEORGIA ("Brunswick").
This Amendment Number Two is made pursuant to Section 11.4 of the
Amended and Restated Agreement and Plan of Reorganization ("Agreement"), dated
as of April 19, 1988, and amended and restated as of November 20, 1989, by and
among C&S, CSGA, CSNB and Brunswick and supplemented by the Supplement to the
Agreement executed by CSC. Each term appearing with initial capitalization
which is not otherwise defined in this Amendment Number Two shall have the
meaning set forth in the Agreement.
PREAMBLE
Section 10.1(c) of the Agreement, as amended by Amendment Number One
to this Agreement (collectively, the Agreement as amended by Amendment Number
One shall be referred to as the "Agreement"), dated as of August 20, 1990, by
and among C&S, CSGA, CSNB, and Brunswick and adopted by CSC, provides that CSC
and Brunswick each have the right, after March 31, 1991, to terminate the
Agreement and the transactions contemplate by the Agreement. CSC and
Brunswick wish to amend the Agreement to extend the date provided in 10.1(c)
of the Agreement to September 30, 1991.
IN WITNESS WHEREOF and in consideration of the foregoing, the mutual
warranties, representations, convenants and agreements set forth in the
Agreement and herein, the Parties hereby agree as follows:
1. Section 10.1(c) of the Agreement shall be amended by
substituting "September 30, 1991" where "March 31, 1991" appears in such
Section 10.1(c).
2. In accordance with Section 11.4 of the Agreement, the provisions
of Paragraph 1 of this Amendment Number Two are subject to the approvals of
the Board of Directions of each of the Parties at the next regularly scheduled
meeting of each such Board of Directors. In the event that the approval of
the Board of Directors of any of the Parties is not obtained as provided
herein, this Amendment Number Two and any approval by the Board of Directors
of the other Parties shall be deemed void ab initio.
3. No other amendments to the Agreement, except as set forth in
this Amendment Number Two, are intended by this Amendment Number Two. The
Agreement, as amended hereby, shall continue in full force and effect. The
agreements set forth herein do not constitute the waiver of any right or claim
that the Parties might have under the Agreement.
4. This Amendment Number Two may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Amendment Number Two
to be duly executed and delivered on its behalf and its corporate seal to be
hereunto affixed and attested by officers thereunto duly authorized as of the
date and year first above written.
C&S/SOVRAN CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Vice Chairman
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Attest: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Assistant Secretary
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[CORPORATE SEAL]
THE CITIZENS AND SOUTHERN CORPORATION
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------
Title: Vice Chairman
-----------------------------
Attest: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
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Title: Assistant Secretary
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[CORPORATE SEAL]
[signatures continued on next page]
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CITIZENS AND SOUTHERN GEORGIA
CORPORATION
By: /s/ Xxxxxxx X. XxxXxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. XxxXxxxxxxxxx
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Title: President
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Attest: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------
Title: Assistant Secretary
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[CORPORATE SEAL]
THE CITIZENS AND SOUTHERN NATIONAL
BANK
By: /s/ Xxxxxxx X. XxxXxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. XxxXxxxxxxxxx
-----------------------------
Title: President
-----------------------------
Attest: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
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Title: Assistant Secretary
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[ASSOCIATION SEAL]
FIRST FEDERAL SAVINGS BANK
OF BRUNSWICK, GEORGIA
By: /s/ Xxx X. Xxxxx III
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Xxx X. Xxxxx III
Chairman of the Board
Attest: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Secretary
[SAVINGS BANK SEAL]
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