EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION Dated December 12, 2002 and
Amendment No 1 thereto
Agreement and Plan of Reorganization
This Agreement and Plan of Reorganization ("Plan of Reorganization") is
made and entered into as of the 12th day of December, 2002, by and between MNB
Holdings Corporation, a California corporation (the "Holding Company"), and
Mission National Bank, a national banking association (the "Bank").
WHEREAS, the Bank, subject to the approval of the Office of the
Comptroller of the Currency (the "OCC") and upon the affirmative vote of the
shareholders of the Bank owning at least two-thirds of its capital stock
outstanding, desires to reorganize so as to become a subsidiary of a bank
holding company, registered under the Bank Holding Company Act of 1956, as
amended (the "BHCA");
WHEREAS, the Board of Directors of the Bank has caused the
incorporation and organization of the Holding Company for the purposes of said
reorganization;
WHEREAS, the Holding Company, subject to the approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), desires
to become the parent holding company of the Bank and to register as a bank
holding company under the BHCA; and
WHEREAS, the Bank and the Holding Company desire to have the
shareholders of the Bank exchange their shares of common stock, par value $5.00
per share, for shares of the common stock, no par value, of the Holding Company,
so that all shareholders of the Bank (except for those who perfect dissenting
shareholders' rights) will become shareholders of the Holding Company, on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and intending to be legally bound hereby, the parties agree as
follows:
Section 1. Reorganization
1.1. National Bank Consolidation and Merger Act. Subject to the terms
and conditions hereinafter set forth, the parties hereto agree to effect a
reorganization of the Bank so as to become a subsidiary of the Holding Company
(the "Reorganization") pursuant to the provisions of the National Bank
Consolidation and Merger Act, 12 U.S.C. Section 215a-2 (the "Bank Merger Act"),
and 12 CFR Section 7.2000. The Reorganization shall be carried out in accordance
with the provisions of this Plan of Reorganization, which is intended by the
parties to constitute a "reorganization plan" within the meaning of the Bank
Merger Act.
1.2. Internal Revenue Code. The parties hereto intend the
Reorganization to qualify as a tax-free transfer within the meaning of Section
351 of the Internal Revenue Code of 1986, as amended.
1.3. Effect of the Reorganization. By virtue of the Reorganization, and
upon consummation of the transactions contemplated by this Plan of
Reorganization, each outstanding share of the Common stock, par value $5.00 per
share, of the Bank (other than any shares as to which dissenters' rights have
been perfected as provided in Section 2.3 hereof), shall be converted into the
right to receive one (1) share of the Common stock, no par value, of the Holding
Company. The corporate existence of the Bank shall not be deemed to have been
affected in any way by reason of the Reorganization. The Bank will continue in
existence as a wholly owned subsidiary of the Holding Company with the same name
("Mission National Bank") and the same national bank charter number as currently
assigned to the Bank. All assets, liabilities, rights, duties, privileges,
immunities, powers, franchises and interests of the Bank, of every kind and
description, as existing on the Effective Date of the Reorganization (as defined
below), shall continue in the Bank, without any change or interruption by reason
of the Reorganization; directors, officers and employees of the Bank immediately
prior to the Effective Date of the Reorganization (as defined below) shall
continue to serve as directors, officers and employees of the Bank, without
change by reason of the Reorganization; and neither the rights of creditors nor
any liens upon property of the Bank shall be impaired by reason of the
Reorganization.
1.4. Holding Company Common Stock. Immediately after the Effective Date
of the Reorganization (as defined below), the Holding Company shall repurchase
all of the shares of the Holding Company's common stock that are issued and
outstanding as of the date of this Plan of Reorganization (the "Organizational
Shares") in consideration for the payment to the holder(s) thereof of an amount
equal to the aggregate capital contribution theretofore made by such holder(s)
to the Holding Company with respect to such shares.
Section 2. Exchange of Shares
2.1. The Closing. The transactions contemplated by this Plan of
Reorganization shall become effective on the closing date selected by the Bank
and the Holding Company (the "Effective Date"), after satisfaction of the
conditions set forth in Section 7 below, including but not limited to the
issuance by the OCC of a certificate approving the Reorganization. As of the
Effective Date, each share of Bank common stock, issued and outstanding
immediately prior to the Effective Date (other than Dissenting Shares as
hereinafter defined) shall, by virtue of the Reorganization and without any
action on the part of the holder thereof, be converted into the right to receive
one (1) share of Holding Company common stock. At the closing, the Bank and the
Holding Company shall use their respective best efforts to deliver or cause to
be delivered to each other and to third parties any and all opinions,
certificates and other documents as required to achieve the exchange of shares
contemplated by this Plan of Reorganization.
2.2. Exchange Agent. On or immediately prior to the Effective Date, in
accordance with this Plan of Reorganization, the Holding Company shall make
available shares of its common stock in sufficient amounts to effect the
Reorganization. As soon as practicable after the Effective Date, the Holding
Company will cause U.S. Stock Transfer Corporation, or another qualified trust
company selected by the Holding Company and the Bank (the "Exchange Agent") to
send to each shareholder of the Bank a letter of transmittal for use in
exchanging such holder's stock certificate(s) for stock certificates evidencing
shares of Holding Company common stock. Each shareholder of the Bank shall be
entitled to receive shares of Holding Company common stock for such holder's
shares of Bank common stock only upon surrender of the certificates representing
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such holder's shares of Bank common stock, or after providing an appropriate
affidavit of lost certificate and indemnity agreement and/or a bond as may be
required in each case by the Exchange Agent. Until so surrendered, each Bank
common stock certificate will be deemed for all corporate purposes to represent
and evidence solely the right to receive the amount of Holding Company common
stock to be exchanged therefor, pursuant to this Plan of Reorganization.
2.3. Dissenting Shares. Each share of Bank common stock issued and
outstanding immediately prior to the Effective Date, the holder of which has
voted against the Reorganization and who has properly perfected his or her
dissenter's rights of appraisal by following the procedures set forth in the
National Bank Act, is referred to herein as a "Dissenting Share." Dissenting
Shares owned by each holder thereof who has not exchanged his or her
certificates representing shares of Bank common stock for certificates
representing shares of Holding Company common stock and otherwise has not
effectively withdrawn or lost his or her dissenter's rights, shall not be
converted into or represent the right to receive Holding Company common stock
pursuant to Section 2.1 hereof and shall be entitled only to such rights as are
available to such holder pursuant to the applicable provisions of the National
Bank Act. Each holder of Dissenting Shares shall be entitled to receive the
value of such Dissenting Shares held by him or her in accordance with the
applicable provisions of the National Bank Act, provided such holder complies
with the procedures contemplated by and set forth in the applicable provisions
of the National Bank Act. If any holder of Dissenting Shares shall effectively
withdraw or lose his or her dissenter's rights under the applicable provisions
of the National Bank Act, then such Dissenting Shares shall be converted into
the right to receive Holding Company common stock in accordance with the
provisions of Section 2.1 hereof.
2.4. Stock Options. At the close of business on the Effective Date of
the Reorganization, the Holding Company will assume all of the Bank's rights and
obligations under the Mission National Bank 1999 Stock Option Plan (the "Stock
Option Plan") and under each outstanding stock option agreement evidencing an
option (whether an incentive stock option or a nonstatutory stock option)
previously granted under the Stock Option Plan. The Stock Option Plan shall
become the "MNB Holdings Corporation Stock Option Plan" and by virtue of such
assumption, all rights of an optionee with respect to the common stock of the
Bank shall become the same right with respect to the common stock of the Holding
Company, on a one-for-one basis. Each such option, subject to such modifications
as may be appropriate or required, and subject to the requirements of the
Securities Act of 1933, as amended, and the California Corporate Securities Law
of 1968, shall constitute a continuation of the option, substituting the Holding
Company for the Bank. The option vesting period and price per share of Holding
Company common stock at which such option may be exercised shall be the same
vesting period and price as were applicable to the purchase of Bank common
stock, and all other terms and conditions applicable to the option shall, except
as may be otherwise provided herein, be unchanged. Each option granted pursuant
to the Stock Option Plan, from and after the close of business on the Effective
Date of the Reorganization, shall constitute an option granted by the Holding
Company and outstanding pursuant to the MNB Holdings Corporation Stock Option
Plan. Promptly after the Effective Date of the Reorganization, the Holding
Company will prepare and file with the Securities and Exchange Commission a
registration statement on Form S-8 under and pursuant to the Securities Act of
1933, as amended, for the purpose of registering the maximum number of shares of
the common stock of the Holding Company to which the holders of options granted
and outstanding, or to be granted and outstanding, under the Stock Option Plan
or the MNB Holdings Corporation Stock Option Plan may be entitled.
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2.5. Employee Benefit Plans. The Bank and the Holding Company agree
that the employee benefit plans of the Bank, existing at the close of business
on the Effective Date of the Reorganization, including but not limited to the
Mission National Bank Profit Sharing and 401(k) Plan and the Mission National
Bank Deferred Compensation Plan, shall be continued, terminated, frozen,
modified or assumed by the Holding Company in accordance with applicable laws
and regulations and the provisions of the Internal Revenue Code of 1986, as
amended, as determined by mutual agreement of the parties.
2.6. Adjustments. If, between the date of this Plan of Reorganization
and the Effective Date, the outstanding shares of Bank common stock shall have
been changed into a different number of shares or a different class by reason of
any reclassification, recapitalization, split-up, combination, exchange of
shares or readjustment, or a stock dividend thereon shall be declared with a
record date within such period, the number of shares of Holding Company common
stock to be issued and delivered in the Reorganization in exchange for the
outstanding shares of Bank common stock shall be correspondingly adjusted.
2.7. Further Transfers of Bank Stock. At the close of business on the
Effective Date of the Reorganization, the stock transfer books of the Bank shall
be closed and no transfer of shares of Bank common stock theretofore outstanding
shall thereafter be made.
Section 3. Representations and Warranties of Holding Company
The Holding Company represents, warrants and agrees as follows:
3.1. Organization and Standing. The Holding Company is a corporation,
duly organized and validly existing under the laws of the State of California.
3.2. Capitalization. The Holding Company is authorized to issue ten
million (10,000,000) shares of common stock, no par value, of which one hundred
(100) shares are issued and outstanding. There are no outstanding options,
warrants, calls, convertible securities, subscriptions or other commitments or
rights of any nature with respect to the Holding Company common stock.
3.3. Authority Relative to this Plan of Reorganization. The execution,
delivery and performance of this Plan of Reorganization have been duly
authorized by the Board of Directors of the Holding Company. Subject to
appropriate shareholder and regulatory approvals, neither the execution and
delivery of this Plan of Reorganization nor the consummation of the transactions
provided for herein will violate any agreement to which the Holding Company is a
party or by which it is bound or any law, order or decree or any provision of
its Articles of Incorporation or Bylaws.
3.4. Absence of Liabilities. Prior to the Effective Date of the
Reorganization, the Holding Company will have engaged only in the transactions
contemplated by this Plan of Reorganization, will have no material liabilities
and will have incurred no material obligations except in connection with its
performance of the transactions provided for in this Plan of Reorganization.
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3.5. Holding Company Common Stock. The shares of Holding Company common
stock, no par value, to be issued pursuant to this Plan of Reorganization will,
upon the issuance thereof in accordance with the terms set forth in this Plan of
Reorganization, be validly issued, fully paid and nonassessable.
Section 4. Representations and Warranties of the Bank
The Bank represents, warrants and agrees as follows:
4.1. Organization and Standing. The Bank is a national banking
association, duly organized and validly existing under the laws of the United
States of America.
* 4.2. Capitalization. The Bank is authorized to issue 472,500 shares
of common stock, par value $5.00 per share, of which 452,773 shares were issued
and outstanding as of December 1, 2002. There are no outstanding options,
warrants, calls, convertible securities, subscriptions or other commitments or
rights of any nature with respect to the Bank common stock, except for 5,000
shares under stock option agreements outstanding as of December 1,2002, pursuant
to the Mission National Bank 1999 Stock Option Plan.
4.3. Authority Relative to this Plan of Reorganization. The execution,
delivery and performance of this Plan of Reorganization have been duly
authorized by the Board of Directors of the Bank. Subject to appropriate
shareholder and regulatory approvals, neither the execution and delivery of this
Plan of Reorganization, nor the consummation of the transactions provided for
herein, will violate any agreement to which the Bank is a party or by which it
is bound or any law, order, or decree or any provision of its Articles of
Association or Bylaws.
Section 5. Covenants of the Holding Company
The Holding Company agrees that between the date hereof and the
Effective Date of the Reorganization:
5.1. Regulatory Approvals. The Holding Company shall file all necessary
regulatory applications, shall diligently seek all other required approvals and
shall take any and all further action as may be necessary or appropriate, or as
may be reasonably requested by the Bank, to permit the timely consummation of
the Reorganization provided for in this Plan of Reorganization.
5.2. Approval of Reorganization. The Board of Directors of the Holding
Company shall diligently seek the approval of this Plan of Reorganization by the
shareholder(s) of the Holding Company, in accordance with applicable law.
5.3. Best Efforts. The Holding Company will use its best efforts to
take, or cause to be taken, all actions or do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Plan of
Reorganization, subject, however, to the requisite vote of the shareholders of
the Bank in accordance with the requirements of the Bank Merger Act and
applicable law.
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5.4. NASDAQ National Market. The Holding Company shall take all
necessary action to list the shares of Holding Company common stock for trading
on the Nasdaq National Market, to be effective as soon as practicable following
the Effective Date.
Section 6. Covenants of the Bank
The Bank agrees that between the date hereof and the Effective Date of
the Reorganization:
6.1. Shareholders' Meeting. The Bank shall submit this Plan of
Reorganization to the vote of its shareholders as provided by the Bank Merger
Act and other applicable laws at a Special Meeting of Shareholders to be called
by the Board of Directors of the Bank, including any adjournment or postponement
thereof. The Bank will cooperate with the Holding Company in the preparation of
a prospectus/proxy statement of the Holding Company and the Bank, to be sent to
the shareholders of the Bank in connection with said Special Meeting of
Shareholders; and notice of the time, place and object of the Special Meeting of
Shareholders shall be published for four (4) consecutive weeks in a local
newspaper of general circulation and shall be sent to each shareholder of record
by certified or registered mail at least ten (10) days prior to the date of the
Special Meeting of Shareholders, as required by 12 U.S.C. Section 215a.
6.2. Best Efforts. The Bank will use its best efforts to take, or cause
to be taken, all actions or do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Plan of Reorganization, subject,
however, to the requisite vote of the shareholders of the Bank in accordance
with the requirements of the Bank Merger Act and applicable law.
Section 7. Conditions to Obligations of the Parties
The obligations of the parties to consummate this Plan of
Reorganization shall be subject to the following conditions; provided, however,
that any one or more of such conditions may be waived by the Board of Directors
of the Holding Company and the Board of Directors of the Bank, by mutual
agreement, at any time at or prior to the Effective Date of the Reorganization:
7.1. Representations, Warranties and Covenants. The representations and
warranties and covenants contained in Sections 3, 4, 5 and 6 hereof shall be
true as of and at the Effective Date of the Reorganization, and each party shall
have performed all obligations required hereby to be performed by it prior to
the Effective Date.
7.2. Shareholder Approvals. The shareholders of the Holding Company and
the Bank shall have duly approved this Plan of Reorganization in accordance with
applicable laws.
7.3. Dissenting Shares. Holders of not more than five (5) percent of
the outstanding shares of Bank common stock shall have perfected dissenters'
rights pursuant to 12 U.S.C. Section 215a (by voting against the Plan of
Reorganization at the Bank Special Meeting of Shareholders or by giving notice
in writing at or prior to the Bank Special Meeting of Shareholders that he or
she dissents from the Plan of Reorganization and thereafter submitting a timely
request for the value of his or her shares of Bank common stock in the manner
required by the National Bank Act).
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7.4. Regulatory Approvals. The OCC, the Federal Reserve Board and any
other federal or state regulatory agency having jurisdiction (banking or
otherwise), to the extent that any consent or approval is required by applicable
laws or regulations for the consummation of the transactions contemplated by
this Plan of Reorganization, shall have granted any necessary consent or
approval.
7.5. Registration Statement. The registration statement (the
"Registration Statement") filed by the Holding Company under the Securities Act
of 1933, as amended, covering the shares of the Holding Company common stock to
be issued pursuant to the Plan of Reorganization, shall have become effective
with the Securities and Exchange Commission, and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or, to the knowledge of
the Holding Company, shall be contemplated or threatened by the Securities and
Exchange Commission.
7.6. Litigation. There shall be no litigation or proceeding pending or
threatened for the purpose of enjoining, restraining or preventing the
consummation of the Reorganization or this Plan of Reorganization, or otherwise
claiming that such consummation is improper.
7.7. Consents. The Holding Company and the Bank shall have received all
consents of third parties as may be required, including consents of other
parties to, and required by. material mortgages, notes, leases, franchises,
agreements, licenses and permits applicable to the Bank, and no such consent,
license or permit shall have been withdrawn or suspended.
7.8. Legal and Tax Opinions. For the benefit of the Bank, unless
waived, the Holding Company shall have received an opinion from a law firm or
tax accounting firm, in form and substance satisfactory to both, that the
Reorganization qualifies as a tax-free transfer within the meaning of Section
351 of the Internal Revenue Code of 1986, as amended.
Section 8. Termination, Waiver and Amendment
8.1. Circumstances of Termination. Anything herein or elsewhere to the
contrary notwithstanding, this Plan of Reorganization may be terminated at
anytime before the Effective Date of the Reorganization (whether before or after
action with respect thereto by the Bank's shareholders) only:
(a) by the mutual consent of the Board of Directors of the
Bank and the Board of Directors of the Holding Company, evidenced by an
instrument in writing signed on behalf of each by their respective
representatives; or
(b) by the Board of Directors of the Bank if, in its sole
judgment, the Reorganization would be inadvisable because of the number of
shareholders of the Bank who perfect their dissenting shareholders' rights in
accordance with applicable law, or if, in the sole judgment of such Board, the
Reorganization would not be in the best interests of the Bank or its employees,
depositors or shareholders for any reason whatsoever.
8.2. Effect of Termination. In the event of the termination and
abandonment hereof, this Plan of Reorganization shall become void and have no
effect, without any liability on the part of any of the parties, their
directors, officers or shareholders, except as set forth in Section 9 hereof.
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8.3. Waiver. Any of the terms or conditions of this Plan of
Reorganization may be waived in writing at any time by the Bank by action taken
by its Board of Directors, whether before or after action by the Bank's
shareholders; provided, however, that such action shall be taken only if, in the
judgment of the Board of Directors, such waiver shall not have a materially
adverse effect on the benefits intended to be granted hereunder to the
shareholders of the Bank.
8.4. Amendment. Anything herein or elsewhere to the contrary
notwithstanding, to the extent permitted by law, this Plan of Reorganization may
be amended at any time by the affirmative vote of a majority of the Board of
Directors of each of the Bank and the Holding Company, whether before or after
action with respect thereto by the Bank's shareholders and without further
approval of such amendment by the shareholders of the parties hereto (subject to
the shareholder voting requirements of 12 U.S.C. Section 215a); provided,
however, that after such approval by the shareholders of the Bank, no such
amendment shall be made which shall affect the rights of the shareholders of the
Bank in a manner which, in the judgment of the Board of Directors of the Bank,
is materially adverse to such shareholders, without the further approval of such
shareholders.
Section 9. Expenses
9.1. General. Each party hereto will pay its own expenses incurred in
connection with this Plan of Reorganization, whether or not the transactions
contemplated herein are effected.
9.2. Special Dividend. Promptly after the Effective Date of the
Reorganization, the Bank shall pay, as permissible, a special dividend to the
Holding Company in an amount equal to the sum of:
(a) the expenses incurred by the Holding Company in connection
with the transactions contemplated herein, and the cost of repurchasing the
Organizational Shares as contemplated by Section 1.4 above;
(b) the principal amount of any loan or line of credit that
the Holding Company shall have obtained to carry out this Plan of
Reorganization, plus any accrued and unpaid interest and fees with respect
thereto; and
(c) such additional funds as may be needed by the Holding
Company as initial working capital.
Section 10. Miscellaneous
10.1. Restrictions on Affiliates. The Holding Company may cause stock
certificates representing any shares issued to any shareholder who may be deemed
to be an "affiliate" of the Bank, within the meaning of Rule 145 under the
Securities Act of 1933, as amended, to bear a legend setting forth any
applicable restrictions on transfer thereof under Rule 145 and may cause
stop-transfer orders to be entered with its transfer agent with respect to any
such certificates.
10.2. No Brokers. Each of the parties represents to the other that it
has not incurred and will not incur any liability for brokerage fees or agents'
commissions in connection with this Plan of Reorganization and the transactions
contemplated hereby.
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10.3. Right to Withhold Dividends. The Board of Directors of the
Holding Company reserves the right to withhold dividends or other distributions
from any former shareholder of the Bank who fails to exchange certificates
representing shares of Bank common stock for certificates representing shares of
Holding Company common stock in accordance with Section 2 of this Plan of
Reorganization. Upon surrender of such certificates representing Bank common
stock, the holder thereof shall be paid, without interest, any dividends or
other distributions with respect to the shares of Holding Company common stock
as to which the record date and payment date occurred on or after the Effective
Date of the Reorganization and on or before the date of surrender.
10.4. Entire Agreement. This Plan of Reorganization contains the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.
10.5. Captions. Descriptive headings are for convenience only and shall
not control or affect the meaning or construction of any provisions of this Plan
of Reorganization.
10.6. Applicable Law. This Plan of Reorganization shall be governed by
the laws of the State of California, applicable to contracts executed in and to
be performed exclusively within the State of California, and 12 U.S.C. Section
215a-2 and the other laws of the United States of America applicable to national
banking associations.
10.7. Counterparts. This Plan of Reorganization may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
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IN WITNESS WHEREOF, this Plan of Reorganization has been executed as of the day
and year first above written.
Attest: Mission National Bank
/s/ J. David Joves By: /s/ Owen J.Erickson
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J. David Joves, Secretary Owen J.Erickson, President and
Chief Executive Officer
Attest: MNB Holdings Corporation
/s/ J. David Joves By: /s/ Owen J.Erickson
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J. David Joves, Secretary Owen J.Erickson, President and
Chief Executive Officer
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FIRST AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
This First Amendment to the Agreement and Plan of Reorganization dated as of
December 12, 2002 (the "Amendment") is entered into by and among MNB Holdings
Corporation ("Holding Company") and Mission National Bank ("Bank").
RECITALS
WHEREAS, Holding Company and Bank have entered into that certain
Agreement and Plan of Reorganization dated as of December 12, 2002 (the
"Agreement") providing for a corporate reorganization under which under which
the Bank would become the wholly-owned subsidiary of Holding Company, and each
existing shareholder of the Bank would receive one share of Holdings Company
common stock for each share of Bank common stock held.
WHEREAS, Holding Company and Bank each agree that it is in the best
interests of the corporations to make certain amendments to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Holding Company and Bank agree as
follows:
1. The first sentence of paragraph 1.3 of the Agreement is amended to
read:
"By virtue of the Reorganization, and upon consummation of the
transactions contemplated by this Plan of Reorganization, each
outstanding certificate which previously represented shares of Bank
Common Stock, par value $5.00 per share, (other than any shares as to
which dissenters' rights have been perfected as provided in Section 2.3
hereof), shall, be converted into and exchanged for a right to receive
one share of Holding Company common stock."
2. The second sentence of paragraph 1.2 of the Agreement is amended to
read:
"As of the Effective Date, each share of Bank common stock, issued and
outstanding immediately prior to lie Effective Date (other than any
shares as to which dissenters' rights have been perfected as provided
in Section 2.3 hereof) shall, by virtue of the Reorganization and
without any action on the part of the holder thereof, be, until
surrendered for exchange, be deemed for all purposes to evidence only
the right to receive shares of no par value Holding Company Common
Stock in accordance with the terms of this Plan of Reorganization."
3. The first sentence of paragraph 4.2 of the Agreement is amended to
read:
"The Bank is authorized to issue 4,000,00 shares of common stock, par
value $5.00 per share, of which 452,773 shares were issued and
outstanding as of December 31, 2002."
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4. Paragraph 5.4 is deleted in its entirety.
5. Paragraph 7.5 is amended in its entirety to read:
[Reserved]
6. References. Upon execution and delivery of this Amendment, all
references in the Agreement to the "Plan of Reorganization" or
"Agreement," and the provisions thereof, shall be deemed to refer to
the Agreement, as amended by this Amendment.
7. No other Amendments or Changes. Except as expressly amended or modified
by this Agreement, all of the terms and conditions of the Agreement
shall remain unchanged and in full force and effect.
8. Definitions. All capitalized terms used herein and not otherwise
defined or amended shall have the meanings given to them in the
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
MNB HOLDINGS CORPORATION MISSION NATIONAL BANK
By: /s/ Owen J.Erickson By: /s/ Owen J.Erickson
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Owen J.Erickson, Owen J.Erickson,
Chief Executive Officer Chief Executive Officer
Attest: Attest:
/s/ J. David Joves /s/ J. David Joves
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J. David Joves, Secretary J. David Joves, Secretary