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Exhibit
2.1
AMENDMENT NUMBER ONE
TO
AGREEMENT AND PLAN OF MERGER
This Amendment Number One to Agreement and Plan of Merger (the "
Amendment "), dated as of March 2, 2007, by and among
Renasant Corporation, a Mississippi corporation (" Acquiror
"), and Renasant Bank, a Mississippi banking association ("
Acquiror Sub "), on the one hand, and Capital Bancorp, Inc.,
a Tennessee corporation (‘ Seller "), and Capital
Bank & Trust Company, a Tennessee banking association ("
Seller Subsidiary "), on the other hand.
RECITALS:
WHEREAS, Acquiror, Acquiror Sub, Seller and Seller Subsidiary
are parties to the Agreement and Plan of Merger dated as of
February 5, 2007 (the " Agreement ");
WHEREAS, Acquiror, Acquiror Sub, Seller and Seller Subsidiary
have determined it is advisable to amend the Agreement as provided
hereinbelow; and
WHEREAS, unless otherwise defined herein, capitalized terms used
in this Amendment shall have the meanings ascribed to them in the
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, representations, warranties and agreements herein
contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Amendment to the Agreement . Effective the date of
this Amendment, Acquiror, Acquiror Sub, Seller and Seller
Subsidiary amend the Agreement as follows:
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(a)
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Section 6.1(b) of the Agreement is deleted
in its entirety and the following is inserted in lieu
thereof:
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