Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND
PLAN OF MERGER (this “ Amendment ”), dated
as of September 28, 2007, is by and between SCBT Financial
Corporation, a South Carolina corporation (“ Buyer
”), and TSB Financial Corporation, a North Carolina
corporation (“ Seller ”), and amends the
Agreement and Plan of Merger (the “ Agreement ”)
dated as of August 29, 2007 between Buyer and Seller.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings given to them in the Agreement.
WHEREAS , the defined term,
“Stock Conversion Number,” as used in
Section 3.2(c) of the Agreement was intended by the Parties to
be the number of shares of Seller Common Stock which upon exchange
at a ratio of 0.993 of a share of Buyer Common Stock for one share
of Seller Common Stock would yield the maximum aggregate number of
939,372 shares of Buyer Common Stock to be issued as Stock
Consideration in the Merger; and
WHEREAS , the Parties wish to
amend the Agreement to reflect that intention;
NOW , THEREFORE , in
consideration of the mutual agreements set forth herein, and other
good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the Parties, intending to be legally bound,
agree as follows:
1.
Definition of “Stock Con
