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EXHIBIT 2.2
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
RIVA BANCSHARES, INC. (FORMERLY FIRST PREMIER FINANCIAL CORPORATION)
AND
PREMIER BANCSHARES, INC.
This Amendment No. 1 to that certain Agreement and Plan of Merger,
dated as of May 6, 1999 (the "Amendment"), is made and entered into this 22nd
day of July, 1999, by and between Riva Bancshares, Inc., formerly First Premier
Financial Corporation ("Riva Bancshares"), a Delaware corporation having its
principal office located in St. Louis, Missouri, and Premier Bancshares, Inc.
("Premier"), a Missouri corporation having its principal office located in
Jefferson City, Missouri.
W I T N E S S E T H:
WHEREAS, Riva Bancshares and Premier entered into that certain
Agreement and Plan of Merger dated as of May 6, 1999 (the "Agreement"); and
WHEREAS, the parties to the Agreement have determined that it is in
their respective best interests to (i) provide the Board of Directors of Premier
with the opportunity to ratify and approve the selection and appointment of
certain directors to the Board of Directors of Riva Bancshares; (ii) to allow
the Board of Directors of Premier to designate three members of its present
Board of Directors (the "Premier Directors") to serve as Class III directors of
Riva Bancshares upon completion of the merger of Premier with and into Riva
Bancshares (the "Merger"); and (iii) in the event that a vacancy in the Riva
Bancshares' Board of Directors is created as a result of the resignation,
removal or death of one of the Premier Directors, to provide the remaining
Premier Directors with the ability to nominate such director's replacement; and
WHEREAS, the Boards of Directors of the parties have determined that is
in their respective best interests and the respective best interests of their
shareholders that the Agreement be amended;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, representations, warranties and agreements herein contained, the
parties hereby amend the Agreement in the manner hereinafter set forth.
(1) Section 2.3 is hereby added to the Agreement and shall read as
follows:
"2.3 Directors. The Board of Directors of Premier hereby approves
and ratifies the selection and appointment of the following individuals to serve
as members of the Board of Directors of Riva Bancshares:
(a) Xxxx X. Xxxxxxxxx;
(b) Xxxxx X. Xxxxx;
(c) Xxxxx X. Xxxx;
(d) Xxxxxx X. Xxxxx; and
(e) Xxxxxxxx X. Xxxxxxxx."
(2) Section 2.4 is hereby added to the Agreement and shall read as
follows:
"2.4 Premier Directors. At the Effective Time, the number of
members of the Board of Directors of Riva Bancshares shall be increased to ten
and the following members of the Board of Directors of Premier
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(the "Premier Directors") shall be nominated by the Riva Bancshares Board of
Directors and elected to such Board:
(a) Xxxxxx X. Xxxxxx;
(b) Xxxxx X. Xxxxx; and
(c) Xxxxxxx X. Xxxxxxxxxx.
Each of the Premier Directors shall be elected as Class III Directors of Riva
Bancshares and shall serve for a term of three years and until their successors
have been elected and qualified; provided, however, that in the event that
during the initial term of the Premier Directors, a vacancy is created as a
result of the resignation, removal or death of one of the Premier Directors, the
remaining Premier Directors shall nominate such director's replacement, whose
term shall expire at the next election of the Class III Directors."
(3) The parties further agree that all capitalized terms not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
(4) Except as otherwise provided herein, all terms and provisions
of the Agreement shall remain in full force and effect.
(5) This Amendment may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their officers thereunto duly authorized and have
caused this Amendment to be dated as of the date and year first above written.
RIVA BANCSHARES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman, President and Chief Executive Officer
PREMIER BANCSHARES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chairman of the Board
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