EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of February 23, 1996 (this "Amendment"), to the
Agreement and Plan of Merger, dated as of January 23, 1996 (the "Agreement"),
by and between XXXXX FARGO & COMPANY, a Delaware corporation ("Parent"), and
FIRST INTERSTATE BANCORP, a Delaware corporation ("Subject Company").
W I T N E S S E T H:
WHEREAS, Parent and Subject Company desire to amend the Agreement; and
WHEREAS, Section 8.3 of the Agreement provides that the Agreement may be
amended by written instrument signed by Parent and Subject Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO THE AGREEMENT
1.1 Closing. Section 9.1 of the Agreement is hereby amended by deleting the
current text thereof in its entirety and inserting in lieu thereof the
following:
Subject to the terms and conditions of this Agreement, the closing of the
Merger (the "Closing") will take place at 12:01 a.m. on the first day of
the month following the month in which the latest to occur of the
conditions set forth in Section 7.1 hereof is satisfied or waived (subject
to applicable law) or on such other date to which the parties hereto shall
mutually agree (the "Closing Date").
ARTICLE II
MISCELLANEOUS
2.1 Definitions. Capitalized terms used in this Amendment and not defined
herein shall have the meanings ascribed to them in the Agreement.
2.2 Entire Agreement; Restatement. Other than as amended by Section 1.1
above, the Agreement shall remain in full force and effect unaffected hereby.
The Agreement, as amended by this Amendment, is hereinafter referred to as the
"Agreement", and the parties hereto hereby agree that the Agreement may be
restated to reflect the amendments provided for in this Amendment.
2.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY
APPLICABLE CONFLICTS OF LAWS.
2.4 Counterparts. This Amendment may be executed in counterparts, each of
which shall be an original and all of which shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed or caused this Amendment
to be executed as of the date first written above.
XXXXX FARGO & COMPANY
/s/ Xxx Xxxxxxxxxxx, Xx.
By: ____________________________
Name:Xxx Xxxxxxxxxxx, Xx.
Title:Secretary
FIRST INTERSTATE BANCORP
/s/ Xxxxxx X. Xxxxxxx
By: ____________________________
Name:Xxxxxx X. Xxxxxxx
Title:Secretary
