EXHIBIT 2.2
FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN FIRST AMERICAN FINANCIAL CORPORATION
AND GUARANTY BANCSHARES, INC.
This First Amendment to the Agreement and Plan of Reorganization Between
First American Financial Corporation and Guaranty Bancshares, Inc. dated April
23, 1999 (the "Agreement") was approved by First American Financial Corporation
("First American") and Guaranty Bancshares, Inc. ("Buyer") and is effective as
of May 20, 1999.
SECTION 1. AMENDMENT. Pursuant to Section 11(d) of the Agreement, the
Agreement is hereby amended in the following respects:
a. Section 5 of the Agreement regarding the covenants of First
American is hereby amended by the addition of a new subsection (i), which
shall read in its entirety as follows:
SECTION 5(i) TERMINATION OF QUALIFIED PLAN. First American shall furnish
Buyer with certified copies of resolutions duly adopted by the Board of
Directors of First American terminating the CORPORATEplan for Retirement 100 -
Profit Sharing/401(k) Plan effective as of the first business day immediately
preceding the Closing, in a form reasonably acceptable to Buyer.
b. Section 6(c) of the Agreement regarding the covenants of Buyer is
hereby amended to extend the time period provided for the preperation and
filing of the Registration Statement and other necessary regulatory
filings, and shall read in its entirety as follows:
SECTION 6(c) REGISTRATION STATEMENT AND REGULATORY FILINGS. Within 75 days
of the effective date of this Agreement, Buyer shall prepare and file with the
SEC any required Registration Statement (on such form as may be appropriate) and
all amendments and supplements thereto, with respect to the common stock to be
issued pursuant to this Agreement. Within 75 days of the effective date of this
Agreement, Buyer shall prepare and file all necessary filings with any banking
regulatory agency which may be necessary for approval to consummate this
transactions contemplated by this Agreemant. Buyer shall provide to First
American (i) copies of all drafts of all filings made pursuant to this section
in advance of filing, (ii) copies of documents as filed, and (iii) copies of any
correspondence between Buyer and any applicable agency including the SEC and the
Board of Governors of the Federal Reserve System respecting the filings made
pursuant to this section.
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.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, First American and Buyer have caused this First
Amendment to be executed as of the date first above written.
FIRST AMERICAN FINANCIAL CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
GUARANTY BANCSHARES, INC.
By:________________________________________
Name:______________________________________
Title:_____________________________________
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