EXHIBIT 2.2
FIRST AMENDMENT TO
DEFINITIVE AGREEMENT
AND
PLAN OF REORGANIZATION AND MERGER
BY AND BETWEEN
NBC CAPITAL CORPORATION
AND
FIRST NATIONAL CORPORATION OF WEST POINT
First Amendment to Definitive Agreement and Plan of Reorganization and
Merger dated July 24, 1998 (the "Merger Agreement"), dated this _____day of
September, 1998, by and between NBC CAPITAL CORPORATION ("NBC"), and FIRST
NATIONAL CORPORATION OF WEST POINT ("FNC").
RECITALS
WHEREAS, NBC and FNC executed the Definitive Agreement and Plan of
Reorganization and Merger on July 24, 1998; and
WHEREAS, the parties desire to amend and supplement the Merger Agreement;
and
WHEREAS, the respective Boards of Directors of NBC and FNC, by resolutions
duly adopted, have approved this amendment.
NOW, THEREFORE, pursuant to Section 10.3 of Article X of the Merger
Agreement and in order to prescribe the amendments to the Merger Agreement, the
parties hereto set forth the following amendments:
AMENDMENT I.
The following shall be added as a new Section 1.10 of Article I:
1.10 THE BANK MERGERS. Following the merger of FNC into NBC, First
National Bank of West Point shall be merged into National Bank of Commerce of
Mississippi, and National Bank of the South shall be merged into National Bank
of Commerce. Thereafter and subsequent to the foregoing mergers, National Bank
of Commerce shall be merged into National Bank of Commerce of Mississippi. In
the event there is any impediment to the merger of National Bank of Commerce
into National Bank of Commerce of Mississippi, it shall be deferred until that
merger may be fully consummated, but any such delay in the merger of National
Bank of Commerce into National Bank of Commerce of Mississippi shall neither
prevent nor impede the mergers of National Bank of the South into National Bank
of Commerce, the merger of First National Bank of West Point into National Bank
of Commerce of Mississippi or the Holding
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Company Merger.
AMENDMENT II.
Section 6.3 (a) shall be deleted and the following substituted therefor:
6.3 (a) the filing by NBC of the Interagency Bank Merger Application Act
Application and the approval of such application.
In all other respects, the Definitive Agreement and Plan of Reorganization
and Merger dated July 24, 1998 is ratified and confirmed.
IN WITNESS WHEREOF, the Boards of Directors of NBC and First National,
respectively, have each executed this Amendment and directed the authorized
signature and seal of each respective corporation to be set hereunto by its
Chairman of the Board and attested by a duly authorized officer, and the Boards
of Directors of NBC and First National have caused this Amendment to be executed
by their duly authorized officers, all as of the day and year first above
written.
NBC CAPITAL CORPORATION
By
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------- Chairman of the Board
ATTEST:
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Hunter ▇. ▇▇▇▇▇▇▇, Secretary
FIRST NATIONAL CORPORATION
OF WEST POINT
By
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ATTEST: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
Chairman of the Board
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▇▇▇▇▇ ▇. ▇▇▇▇, III
President
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