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EXHIBIT 2.4
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT (this "Amendment"), dated April 8, 1998, amends
the AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated November 17, 1997, by
and between Peoples First Corporation, a Kentucky corporation having its
principal office located in Paducah, Kentucky ("Subject Company"), Union
Planters Holding Corporation, a Tennessee corporation having its principal
office located in Memphis, Tennessee ("Merger Subsidiary"), and joined in by
Union Planters Corporation, a Tennessee corporation having its principal office
located in Memphis, Tennessee ("Parent").
PREAMBLE
Subject Company, Merger Subsidiary and Parent mutually desire
to amend the Agreement, as provided below.
Capitalized terms used in this Amendment without definition
have the meanings given them in the Agreement.
NOW, THEREFORE, in consideration of the above, the parties
agree as follows:
AMENDMENT OF SECTION 5.3. Section 5.3 of the Agreement is amended to
read in its entirety as follows:
5.3 Capital Stock.
1. The authorized capital stock of Subject Company
consists of: 30,000,000 shares of Subject Company Common Stock, of
which 10,007,118 shares are issued and outstanding as of the date of
this Agreement (exclusive of treasury shares) and not more than
10,574,625 shares will be issued and outstanding at the Effective Time
(exclusive of shares issued or issuable pursuant to the Stock Option
Agreement); and 6,000,000 shares of preferred stock, of which no shares
are issued and outstanding. All of the issued and outstanding shares of
capital stock of Subject Company are duly and validly issued and
outstanding and are fully paid and nonassessable under the KBCA. None
of the outstanding shares of capital stock of Subject Company has been
issued in violation of any preemptive rights of the current or past
shareholders of Subject Company. As of the date of this Agreement,
Subject Company has 150,671 shares of Subject Company Common Stock
available for grant under the Subject Company Stock Plans, and there
are options to purchase not more than 567,507 shares of Subject Company
Common Stock outstanding.
2. Except as set forth in Section 5.3(a) of this
Agreement, or as provided in the Stock Option Agreement, there are no
shares of capital stock or other equity securities of Subject Company
outstanding and no outstanding
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Rights relating to the capital stock of Subject Company other than the
Subject Company Rights.
REAFFIRMATION OF OTHER TERMS AND CONDITIONS. Except as modified by this
Amendment, all other terms and conditions of the Agreement, as in effect prior
to the execution of this Amendment, shall remain in full force and effect and
the same are hereby reaffirmed and ratified as if fully set forth herein.
IN WITNESS WHEREOF, each of the Parties has caused this
Amendment to be executed on its behalf and its corporate seal to be hereunto
affixed and attested by officers thereunto as of the day and year first above
written.
ATTEST: PEOPLES FIRST CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx-Xxxx By: /s/ Xxxxx X. Uppert
---------------------------- --------------------------------
Title: Secretary Title: Chairman of the Board, President
------------------------- & Chief Executive Officer
--------------------------------
[CORPORATE SEAL]
ATTEST: UNION PLANTERS CORPORATION
By: /s/ X. Xxxxx House, Jr. By: /s/ Xxxxxxx X. Xxxxx
---------------------------- -----------------------------------
Title: Corporate Secretary Xxxxxxx X. Xxxxx
---------------------------- Title: President & Chief
Operating Officer
-----------------------------------
[CORPORATE SEAL]
ATTEST: UNION PLANTERS HOLDING CORPORATION
By: /s/ X. Xxxxx House, Jr. By: /s/ Xxxxxxx X. Xxxxx
---------------------------- -------------------------------
Title: Secretary Xxxxxxx X. Xxxxx
---------------------------- Title: President
------------------------------
[CORPORATE SEAL]
