1
Exhibit 2.2
AMENDMENT, dated as of January 17, 2001, to the Agreement and Plan of
Merger dated as of October 18, 2000 (the "Merger Agreement") by and among ABN
AMRO North America Holding Company, a Delaware corporation ("ABN AMRO"),
Alleghany Asset Management, a Delaware corporation ("AAM") and Alleghany
Corporation, a Delaware corporation ("Alleghany").
W I T N E S S E T H :
WHEREAS, ABN AMRO, AAM and Alleghany desire to amend certain provisions
of the Merger Agreement;
NOW, THEREFORE, for and in consideration of the foregoing premises, the
representations, warranties and agreements herein contained and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Schedule 2.12 to the Merger Agreement is hereby amended and
restated in its entirety as set forth in Exhibit A attached hereto.
2. Schedule 2. 17 to the Merger Agreement is hereby amended and
restated in its entirety as set forth in Exhibit B attached hereto.
3. Schedule 4.5 to the Merger Agreement is hereby amended and
restated in its entirety as set forth in Exhibit C attached hereto.
4. Exhibit 7.10 to the Merger Agreement is hereby amended and
restated in its entirety as set forth in Exhibit D attached hereto.
5. ABN AMRO represents to AAM and Alleghany that (a) it has full
corporate power and authority to enter into this Amendment and to consummate the
transactions contemplated hereby; (b) the execution, delivery and performance of
this Amendment by it have been duly authorized by all requisite corporate
action; and (c) this Amendment constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
6. AAM and Alleghany represent to ABN AMRO that (a) they have full
corporate power and authority to enter into this Amendment and to consummate the
transactions contemplated hereby; (b) the execution, delivery and performance of
this Amendment by them have been duly authorized by all requisite corporate
action; and (c) this Amendment constitutes their legal, valid and binding
obligation, enforceable against them in accordance with its terms.
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
the day and year first above written
ABN AMRO NORTH AMERICA HOLDING COMPANY
By: /s/ XXXXXX X. XXXXX
--------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer & Treasurer
-2-
3
ALLEGHANY ASSET MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXX
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
ALLEGHANY CORPORATION
By: /s/ XXXX X. XXXXX, XX.
----------------------
Name: Xxxx X. Xxxxx, Xx.
Title: President
-3-
