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Exhibit 2.1(b)
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement
and Plan of Merger (this "Amendment") is dated to be effective as
of the 6 th day of February, 2007, by and between Park National
Corporation, an Ohio corporation ("Park"), and Vision Bancshares,
Inc., an Alabama corporation ("Vision Bancshares").
WITNESSETH
WHEREAS, Park and Vision
Bancshares entered into that certain Agreement and Plan of Merger
dated to be effective as of September 14, 2006 (the
"Agreement"); and
WHEREAS, Park and Vision
Bancshares desire to amend Sections 6.15(a) and 6.15(b) of the
Agreement in order to clarify the provisions governing
indemnification and directors’ and officers’ liability
insurance; and
WHEREAS, pursuant to
Section 9.02 of the Agreement, the Agreement may be amended by
an agreement in writing between Park and Vision Bancshares;
NOW, THEREFORE, in consideration
of the foregoing premises and for other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows, intending to be legally
bound hereby:
1. Amendment to
Section 6.15(a) . Park and Vision Bancshares hereby amend
the Agreement by deleting the first sentence of
Section 6.15(a) of the Agreement in its entirety and by
substituting therefor the following:
(a) Indemnity by Park
. Following the Effective Date, Park shall indemnify, defend
and hold harmless all Directors, Officers and Employees of Vision
Bancshares and its Subsidiaries (each, an " Indemnified
Party ") against all costs or expenses (including
reasonable attorneys’ fees), judgments, fines, losses,
claims, damages or liabilities incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of actions
or omissions
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