SECOND ADDENDUM
TO
PURCHASE AND ASSUMPTION AGREEMENT
This Second Addendum, dated as of December 4, 1998, by and between
Capital City Bank, a commercial bank organized under the laws of Florida
having its principal office in Tallahassee, Florida ("Buyer"), and First
Union National Bank, a national banking association having its principal
office in Charlotte, North Carolina ("Seller") (the "Addendum").
Buyer and Seller hereby amend that certain Purchase and Assumption
Agreement dated as of August 26, 1998 by and between Buyer and Seller (the
"Agreement") providing for the purchase by Buyer of certain Branches of
Seller (as defined in the Agreement) as follows:
1. Employee Benefits.
Section 8.2(b)(v) of the Agreement is hereby amended so that
Section 8.2(b)(v) shall read in its entirety as follows:
"(v) With respect to Buyer's defined contribution (401(k)) pension
plan:
(A) Buyer understands and agrees that Seller shall
disclose to the Transferred Employees that Buyer will not
permit a trustee-to-trustee transfer of the assets of such
employees held in Seller's defined contribution pension
benefit plan;
(B) For as long as any of the Transferred Employees
are employed by Buyer, Buyer agrees to (i) provide Seller
with such information (including documentation) concerning
the employment of any Transferred Employee which Seller
reasonably believes to be required in connection with a
proposed distribution of assets from such employee's 401(k)
account with Seller, and (ii) assist Seller in providing
information to the Transferred Employees as required by
ERISA; and
(C) With respect to any Transferred Employees who
have loans from their 401(k) accounts, Buyer agrees to
withhold from the pay of the Transferred Employees the
amount of loan repayments due to Seller and to transmit the
same to Seller as soon as practicable and in a manner
reasonably requested by Seller."
2. Defined Terms.
All capitalized terms not otherwise defined herein shall have the
same meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, each of the parties to this Amendment has
caused this Amendment to be executed by a duly authorized officer as of
the date written on page one of this Amendment.
CAPITAL CITY BANK
By:
Its:
FIRST UNION NATIONAL BANK
By: /s/ Xxx Xxxxxxx
Its: Senior Vice President
