Exhibit 99.2
SECOND 1999 AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND 1999 AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
(the "Amendment") is entered into this 27th day of April, 1999 by and between
MATEWAN BANCSHARES, INC. ("Matewan"), a Delaware corporation having its
principal office at Williamson, West Xxxxxxxx, and BB&T CORPORATION ("BB&T"), a
North Carolina corporation having its principal office at Winston-Salem, North
Carolina;
R E C I T A L S:
- - - - - - - -
Pursuant to the Agreement and Plan of Reorganization dated February
24, 1999, as amended on April 9, 1999 (the "Merger Agreement"), Matewan and BB&T
agreed that, subject to the satisfaction of certain conditions contained in the
Agreement, Matewan would be merged into BB&T (the "Merger") pursuant to a Plan
of Merger attached to the Agreement. Section 7.1(g) of the Merger Agreement
empowers BB&T to terminate the Merger Agreement at any time before 11:59 p.m. on
April 28, 1999 by notice in writing to Matewan, if BB&T determines in its due
diligence review that the financial condition, results of operations, business
or business prospects of Matewan and its subsidiaries, taken as a whole, are
materially adversely different from BB&T's reasonable expectations. To induce
BB&T to refrain from exercising its right to terminate the Merger Agreement,
each of BB&T and Matewan desires to amend the Merger Agreement as provided
herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Merger Agreement shall be and hereby is amended by deleting
the second and third sentences of Section 2.7 (which includes Section
2.7(a)), Section 2.7(b) and Section 2.7(c) and substituting therefor a new
Section 2.7(a) as follows:
"(a) The Common Exchange Ratio shall be 0.67, and the Preferred
Exchange Ratio shall be .8375."
2. Section 2.7(d) of the Merger Agreement shall be and hereby is
amended by renumbering it as Section 2.7(b).
3. All references in the Merger Agreement to "Section 2.7(d)" shall
be and hereby are deleted and replaced by references to "Section 2.7(b)."
4. The parties agree that the period for terminating the Merger
Agreement set forth in Section 7.1(g) of the Merger Agreement is terminated
effective at 11:59 p.m. on April 26, 1999.
5. BB&T acknowledges and agrees that any claim against Matewan or
loss to Matewan based on facts known to BB&T at 11:59 P.M. on April 26,
1999, shall not be considered in determining whether there has occurred a
Material Adverse Affect with respect to Matewan as provided in Section
6.3(a) of the Merger Agreement, and shall not constitute grounds for BB&T
to terminate the Merger Agreement pursuant to Section 7.1(b) thereof.
6. Matewan hereby represents that Xxx X. Xxxxx, as President and
Chief Executive Officer of Matewan, is duly authorized to execute and
deliver this Amendment in behalf of Matewan and that this Amendment is
valid and binding on Matewan.
7. Except as otherwise provided herein, the Merger Agreement and the
terms and conditions thereof shall continue in full force and effect.
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IN WITNESS WHEREOF, this Second 1999 Amendment to Agreement and Plan
of Reorganization is hereby executed in behalf of the parties hereto as of the
day and year first above stated.
MATEWAN BANCSHARES, INC.
By: /s/ Xxx X. Xxxxx
-------------------------------------------------
Name: Xxx X. Xxxxx
Title: President and Chief Executive Officer
BB&T CORPORATION
By: /s/ Xxxx X. Xxxxxxx XX
-------------------------------------------------
Name: Xxxx X. Xxxxxxx XX
Title: Chairman and Chief Executive Officer
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