EXHIBIT 2.3
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF REORGANIZATION
This Second Amendment to Agreement and Plan of Reorganization (the "SECOND
AMENDMENT"), dated as of January , 2002, is entered into by and among Texas
Regional Bancshares, Inc., a Texas corporation ("TEXAS REGIONAL"), Texas
Regional Delaware, Inc. ("TRD"), a Delaware corporation and a wholly owned
subsidiary of Texas Regional, and Riverway Holdings, Inc., a Texas corporation
("RIVERWAY HOLDINGS").
WHEREAS, Texas Regional and Riverway Holdings entered into an Agreement and
Plan of Reorganization dated as of September 17, 2001, which was amended by that
certain First Amendment to Agreement and Plan of Reorganization dated as of
January 8, 2002 (the Agreement and Plan of Reorganization, as amended by the
First Amendment, is herein called the "AGREEMENT"); and
WHEREAS, the Agreement contemplates the execution and delivery of a Holdback
Escrow Agreement pursuant to which a portion of the consideration will be held
and distributed; and
WHEREAS, the parties desire to execute this Amendment for the purpose of
(i) amending the terms of the Holdback Escrow Agreement and substituting the
form of Holdback Escrow Agreement attached to this Second Amendment as Annex D
for the form of Holdback Escrow Agreement originally attached as Annex D to the
Agreement and (ii) updating the list of Principal Shareholders and substituting
the list of Principal Shareholders attached to this Second Amendment as Annex A
for the list of Principal Shareholders originally attached as Annex A to the
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings set forth in the Agreement.
2. Upon execution of this Second Amendment, the form of Holdback Escrow
Agreement attached hereto as Annex D is hereby substituted in place of the form
of Holdback Escrow Agreement as originally attached as Annex D to the Agreement
for all purposes. Notwithstanding anything in the Agreement to the contrary, at
Closing the parties shall execute the Holdback Escrow Agreement in the form
attached as Annex D to this Second Amendment. Any reference to the Holdback
Escrow Agreement in the Agreement is, from and after the date hereof, deemed for
all purposes to be a reference to the form of Holdback Escrow Agreement attached
as Annex D to this Second Amendment.
3. Upon execution of this Second Amendment, the list of Principal
Shareholders attached hereto as Annex A is hereby substituted in place of the
list of Principal Shareholders as originally attached as Annex A to the
Agreement for all purposes. Any reference to the list of Principal Shareholders
and to Annex A in the Agreement is, from and after the date hereof, deemed for
all purposes to be a reference to the list of Principal Shareholders attached as
Annex A to this Second Amendment.
4. Except as expressly amended hereby, the terms of the Agreement shall
remain in full force and effect.
5. This Amendment may be executed in several counterparts, and all such
counterparts, when so executed and delivered, shall constitute but one and the
same agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Exhibit 2.3--Page 1
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Agreement and Plan of Reorganization as of the date first written above.
TEXAS REGIONAL BANCSHARES, INC.
By: /s/ X. X. XXXXX
-----------------------------------------
Xxxx X. Xxxxx
ATTEST: CHAIRMAN OF THE BOARD
/s/ XXXX X. XXXXXX
-------------------------------------------
Xxxx X. Xxxxxx
SENIOR EXECUTIVE VICE PRESIDENT
TEXAS REGIONAL DELAWARE, INC.
By: /s/ X.X. XXXXX
-----------------------------------------
Xxxx X. Xxxxx
ATTEST: PRESIDENT
/s/ XXXX X. XXXXXX
-------------------------------------------
Xxxx X. Xxxxxx
VICE PRESIDENT
RIVERWAY HOLDINGS, INC.
By: /s/ XXXX X. XXXXXXXX, XX.
-----------------------------------------
Xxxx X. Xxxxxxxx, Xx.
ATTEST: CHAIRMAN OF THE BOARD
/s/ XXXXXXX X. XXXX
-------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Secretary
Exhibit 2.3--Page 2
