EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this "Amendment") dated as
of December 2, 1998 is entered into by and among Compass Bancshares, Inc.
("Compass"), Xxxxxxxx & Associates of Delaware, Inc., a Delaware corporation
("A&A"), and Xxxxxxxx & Associates, Inc., a Texas corporation (the "Company").
WHEREAS, Compass and the Company entered into an Agreement and Plan of
Merger dated as of August 3, 1998 (the "Merger Agreement");
WHEREAS, the Merger Agreement requires that an existing or new subsidiary
of Compass shall be merged with the Company, with Compass Texas being the
surviving entity;
WHEREAS, A&A is such existing or new subsidiary;
WHEREAS, Section 8.3 of the Merger Agreement requires Compass and the
Company to amend the Merger Agreement for the purpose of making A&A a party
thereto; and
WHEREAS, the parties desire to otherwise amend the Merger Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Merger 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 Merger Agreement.
2. Upon execution of this Amendment, A&A shall become a party to the
Merger Agreement, shall be deemed to be Compass Texas as defined in the Merger
Agreement, and shall succeed to the rights and become subject to the obligations
of Compass Texas as provided in the Merger Agreement.
3. The execution of this Amendment shall not relieve Compass of its
obligations under the Merger Agreement.
4. Except as herein provided, the terms of the Merger Agreement
shall remain in full force and effect.
5. This Amendment may be executed in several counterparts, and by
the parties on separate counterparts, and all such counterparts, when so
executed and delivered, shall constitute but one and the same agreement.
IN WITNESS WHEREOF the parties have executed this Amendment as of the date
first written above.
ATTEST: COMPASS BANCSHARES, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------- -------------------------------
Its: Assistant Secretary Its: Chief Financial Officer
ATTEST: XXXXXXXX & ASSOCIATES
OF DELAWARE, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------- -------------------------------
Its: Assistant Secretary Its: Vice President and Treasurer
ATTEST: XXXXXXXX & ASSOCIATES, INC.,
a Texas corporation
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------- -------------------------------
Its: Xxxxxx X. Xxxxxxxx, President
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