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Exhibit 2.1(b)
FMBK 1998 10-K
AMENDMENT NO. 1 TO THE
AGREEMENT OF MERGER AND REORGANIZATION
This Amendment No. 1 between F&M Bancorporation, Inc., a Wisconsin
corporation ("F&M"), and CBE, Inc., a Wisconsin corporation ("CBE"), is made
this 30 day of November, 1998, to amend the Agreement of Merger and
Reorganization (the "Agreement") between them as of the 21st day of July, 1998.
WHEREAS, the parties to the Agreement have discovered that the closing
date of January, 1999, will in all probability not be met.
In consideration of the foregoing, the parties hereby agree to amend
the Agreement as follows:
1. Sections Amended. Sections 8.10 and 9.6 are amended to delete
the date of January 31, 1999, and replace it with the date of June 30, 1999.
2. Section 7.1. Section 7.1 of the Agreement is created to read
as follows:
"7.1. Dividends in Anticipation of Closing. F&M
covenants and agrees that in the event this transaction is
closed after January 31, 1999, through no fault of CBE or
BANK, CBE may pay to its shareholders a dividend equal to the
dividend which would have been payable to the CBE
Shareholders, if the merger had been completed on or before
January 31, 1999. For purposes of calculating this dividend,
the parties shall agree upon an Exchange Ratio which shall be
used only for purposes of calculating the dividend payment.
If no agreement can be reached, the Exchange Ratio shall be
based upon the closing price of the F&m Stock as of the record
ate for F&M's dividend and the CBE Stock Price calculated as
provided in paragraphs 3.3 and 3.4."
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3. Other Provisions Unaffected. Except as expressly amended by
this Amendment No. 1, the Agreement shall remain in full force and effect
without modification. Terms defined in the Agreement shall have the same meaning
in this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the day and year first above written.
F&M BANCORPORATION, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chairman of the Board
ATTEST:
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Secretary
CBE, INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President and
Chairman of the Board
ATTEST:
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Secretary
