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 Conversion Number.”
Notwithstanding the contrary
definition
