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Exhibit 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated as of April 23, 1997, to Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 19, 1997, by and between
Banc One Corporation, an Ohio corporation ("Banc One"), and First USA, Inc., a
Delaware corporation ("FUSA").
WHEREAS, the Boards of Directors of Banc One and FUSA have
approved or authorized an amendment to the Merger Agreement;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and intending to be legally bound hereby, the parties agree
as follows:
1. Section 8.1 of the Merger Agreement is hereby amended by
deleting therefrom Section 8.1(f).
2. Banc One acknowledges that it has thoroughly reviewed the
accounting policy changes and related impacts on FUSA's historical and
prospective financial statements and other financial information as set forth
in the amendments, dated as of April 24, 1997, to FUSA's Annual Report on Form
10-K for its fiscal year ended June 30, 1996 and Quarterly Reports on Form 10-Q
for its fiscal quarters ended September 30, 1996 and December 31, 1996
(collectively, the "Amended Reports") and its earning release for its fiscal
quarter ended March 31, 1997, copies of all of which have been provided to Banc
One as of April 23rd 1997. Banc One confirms that all such accounting policy
changes, related impacts and amendments to FUSA's public filings are being made
with its knowledge and that the fact of such accounting policy changes, related
impacts and amendments to FUSA's public filings shall not serve as a basis on
which Banc One may terminate the Merger Agreement or the basis on which FUSA
might be deemed to be in breach of the Merger Agreement. The amended FUSA
financial statements, as set forth in the Amended Reports, will, however, be
deemed for all purposes related to the Merger Agreement to replace the
corresponding financial statements described in Section 3.6 of the Merger
Agreement.
3. The parties agree that, except as specifically set forth in
this Amendment, all of the terms and provisions of the Merger Agreement shall
remain in full force and effect.
4. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without any regard to
applicable conflicts of law.
IN WITNESS WHEREOF, Banc One and FUSA have caused this Amendment
to be executed by their respective officers thereunto duly authorized as of the
date first above written.
BANC ONE CORPORATION FIRST USA, INC.
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Senior Executive Vice President Title: Chairman and Chief
Executive Officer
