EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This First Amendment (the "Amendment") to Agreement and Plan of
Reorganization (the "Agreement") dated June 24, 1997, between Premier
Bancshares, Inc. ("Premier") and Citizens Gwinnett Bankshares, Inc. ("Citizens")
is made and entered into as of the 24th day of July 1997. Unless otherwise
defined herein, all capitalized terms used herein shall have the meanings
ascribed to them in the Agreement.
WHEREAS, the parties desire to amend the Agreement to extend the
termination period in connection with a determination whether the Merger may be
accounted for as a pooling of interests.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements herein contained, and for the purpose of amending the Agreement,
Premier and Citizens agree as follows:
1. That Section 11.6 of the Agreement be deleted in its entirety and the
following Section 11.6 shall be inserted in lieu thereof:
"11.6. ACCOUNTING TREATMENT. By either party on or before August
8, 1997, if the board of directors of a party determines that the Merger
may not be structured in a manner satisfactory to both boards of directors
in their sole discretion to qualify for "pooling of interests" accounting
treatment."
Except as specifically amended herein the Agreement shall remain in
full force and effect. In witness whereof, the parties have caused this
Amendment to be signed by their duly authorized officers as of the date first
shown above.
Attest: PREMIER BANCSHARES, INC.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxxxxx, Chairman
[CORPORATE SEAL]
Attest: CITIZENS GWINNETT BANKSHARES, INC.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxx
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Secretary Xxxxxx X. Xxxxxx, President
[CORPORATE SEAL]
