AMENDMENT NO. 1 to RIGHTS AGREEMENT
AMENDMENT
NO. 1
to
THIS
AMENDMENT NO. 1, dated as of January 30, 2007 (the “Amendment”), to the Rights
Agreement dated as of February 12, 1997, (the “Rights Agreement”), between WGNB
Corp., a Georgia corporation (the “Company”), and SunTrust Bank, Atlanta, a
commercial bank organized under the laws of Georgia (the “Rights
Agent”).
W
I T N E S S E T H
WHEREAS,
the Company and the Rights Agent have heretofore executed and entered into
the
Rights Agreement; and
WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent
may from time to time supplement or amend any provision of the Rights Agreement;
and
WHEREAS,
the Company intends to amend the Rights Agreement to extend the expiration
date
of the Rights Agreement until January 31, 2008.
NOW
THEREFORE, in consideration of good and valuable consideration, the receipt
and
sufficiency of which are herby acknowledged, the parties hereto agree as
follows:
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1.
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The
Rights Agreement is hereby amended as
follows:
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(a)
Section 1(o) of the Rights Agreement is hereby amended by deleting the text
thereof in its entirety and substituting the following in lieu
thereof:
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“(o)
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“Final
Expiration Date” shall mean the Close of Business on January 31,
2008.”
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2.
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Except
as amended hereby, the Rights Agreement shall remain in full force
and
effect.
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3.
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This
Amendment shall be governed by the terms of the Rights
Agreement.
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[Signature
Page to Follow]
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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By:
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/s/
▇.▇. ▇▇▇▇▇▇, III
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▇.▇. ▇▇▇▇▇▇, III
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President and Chief executive Officer
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SUNTRUST
BANK
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
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Group Vice President
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