EXHIBIT 2.2
FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG BANK UNITED CORP., BUC ACQUISITION CORPORATION II
AND TEXAS CENTRAL BANCSHARES, INC.
This First Amendment to the Agreement and Plan of Reorganization by and
among Bank United Corp., BUC Acquisition Corporation II and Texas Central
Bancshares, Inc. dated March 23, 1999 (the "Agreement") was approved by each of
the parties to the Agreement and is effective as of July 2, 1999.
SECTION 1. AMENDMENT. Pursuant to Section 12.6 of the Agreement, the
Agreement is hereby amended in the following respects:
a. Section 9.5 of the Agreement is hereby amended to delete the
requirement that Texas Central receive a letter from BUC's accounting firm
stating their conclusions as to the accuracy of certain information
derived from the financial records of BUC and its subsidiaries and
contained in the Prospectus, and Section 9.5 shall read in its entirety as
follows:
Section 9.5 FAIRNESS OPINION. On or before the issuance of the
Prospectus, Texas Central shall have received an opinion of Texas Central's
investment advisors as to the fairness of the Acquisition Merger to the TCBI
Stockholders from a financial point of view (the "Fairness Opinion"). The
Fairness Opinion shall be satisfactory to Texas Central and BUC in form and
substance.
SECTION 2. RATIFICATION. Except as hereby amended, the Agreement shall
remain unchanged and is ratified and confirmed in all respects.
SECTION 3. DEFINED TERMS. All terms used in the First Amendment that are
defined in the Agreement shall have the same meaning as in the Agreement.
IN WITNESS WHEREOF, Bank United Corp., BUC Acquisition Corporation II and
Texas Central Bancshares, Inc. have caused this First Amendment to be executed
as of the date first above written.
BANK UNITED CORP.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Operating Officer
BUC ACQUISITION CORPORATION II
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chief Operating Officer
TEXAS CENTRAL BANCSHARES, INC
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Its: President
