EXHIBIT 2.1
AMENDMENT NO.
1 TO AGREEMENT AND PLAN OF
MERGER
BY AND BETWEEN SYNOVUS FINANCIAL
CORP.
AND RIVERSIDE BANCSHARES,
INC.
THIS AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made
and entered into as of December 27, 2005 by and between
SYNOVUS FINANCIAL CORP., (“Synovus”), a corporation
organized under the laws of the State of Georgia, and RIVERSIDE
BANCSHARES, INC. (“Riverside”), a corporation organized
under the laws of the State of Georgia.
WHEREAS, the parties hereto are
parties to that certain Agreement and Plan of Merger dated
September 6, 2005 (the “Agreement”);
WHEREAS, in order to evidence their
mutual intent with respect to the provisions of the Agreement, the
parties desire to amend the Agreement in certain respects as set
forth herein.
NOW THEREFORE, the parties,
intending to be legally bound, hereby amend the Agreement in the
following respects, with all capitalized terms used herein but not
defined having the meaning set forth in the Agreement.
1. The
second paragraph of Section I(B) is hereby deleted in its entirety
and replaced with the following text:
“By virtue of the Merger,
automatically and without any action on the part of the holder
thereof, each share of Riverside Stock issued and outstanding on
the Effective Date shall be converted into and exchangeable for the
right to receive 1.10 shares of Synovus Common Stock (“Per
Share Exchange Ratio”).”
2. Section
II(A)(2) is hereby deleted in its entirety and replaced with the
following text:
“(2) declare,
set aside, or pay any dividend or distribution with respect to the
capital stock of Riverside other than, for each cash dividend of
Synovus paid after January 1, 2006 (including an amount for any
dividends declared but unpaid as of the Effective Date of the
Merger,) a cash d
