EXHIBIT 2
November 30, 1994
David A. Ingrassia
FirstRock Bancorp, Inc.
612 N. Main Street
Rockford, IL 61103
RE: Amendment of Agreement and Plan of Reorganization
Dear David:
As has been discussed, the rules of the National Association of
Securities Dealers (NASD) may require approval of the issuance of First
Financial Common Stock in connection with the First Financial/FirstRock
transaction by First Financial's shareholders. In order to accommodate this
possibility, the parties have agreed to amend the following sections of the
Agreement and Plan of Reorganization pursuant to Section 10.01(c) thereof.
1. Section 2.02. Add the following clause after the term "regulatory"
in the first sentence thereof.
", stockholder"
2. Section 2.03. Delete the fifth sentence thereof and replace it with
the following:
"A vote of the shares set forth above is required to authorize
the issuance of such number of shares of First Financial
Common Stock equal to or greater than 20% of the outstanding
shares of First Financial Common Stock under the terms of this
Agreement."
In addition, add the following sentence to the end of Section 2.03:
"Except as otherwise provided in the Certificate of
Incorporation of First Financial, all of the issued and
outstanding shares of First Financial Common Stock will be
entitled to vote to authorize the issuance of such number of
shares of First Financial Common Stock equal to or greater
than 20% of the outstanding shares of First Financial Common
Stock under the terms of this Agreement."
3. Section 4.02. Delete the third sentence thereof and replace it with
the following:
"The Registration Statement shall include a prospectus/proxy
statement thereto ("the Prospectus/Proxy Statement") prepared
for use in connection with the meeting of the stockholders of
the Company referred to in Section 5.01 of the Agreement and
prepared for use in connection with the meeting of
stockholders of First Financial referred to in Section 4.13 of
this Agreement, all in accordance with the rules and
regulations of the SEC."
4. Sections 4.13 and 4.14. The parties also agree to add Sections 4.13
and 4.14 to read as follows:
"4.13 Registration Statement and Stockholders' Meeting. First
Financial shall cause a meeting of its stockholders (the
"Stockholders Meeting") to be held at the earliest practicable
date after the execution of this Agreement and availability of
the Prospectus/Proxy Statement for the purpose of acting to
authorize the issuance of such number of shares of First
Financial Common Stock equal to or greater than 20% of the
outstanding shares of First Financial Common Stock under the
terms of this Agreement, and in connection therewith shall
distribute the Prospectus/Proxy Statement and any amendments
or supplements thereto and shall solicit proxies from its
stockholders in accordance with applicable law, including the
rules and regulations of the SEC."
"4.14 Recommendation of Merger to Stockholders. The Board of
Directors of First Financial will unanimously recommend in the
Prospectus/Proxy Statement approval of the proposal to
authorize the issuance of such number of shares of First
Financial Common Stock equal to or greater than 20% of the
outstanding shares of First Financial Common Stock under the
terms of this Agreement by all stockholders of First Financial
entitled to vote thereon."
5. Section 7.04(c). The parties agree to add the following to the end
of this Section:
"and the proposal to authorize the issuance of such number of
shares of First Financial Common Stock equal to or greater
than 20% of the outstanding shares of First Financial Common
Stock under the terms of this Agreement contemplated thereby
has been approved by the requisite vote of First Financial's
shareholders."
6. Section 7.09. The parties agree to add Section 7.09 to read as
follows:
"If required for the issuance of shares of First Financial
Common Stock contemplated hereby, the proposal to authorize
the issuance of such number of shares of First Financial
Common Stock equal to or greater than 20% of the outstanding
shares of First Financial Common Stock under the terms of this
Agreement shall have been duly approved, confirmed and
ratified by the requisite votes of the stockholders of First
Financial."
7. Section 9.01(g). The parties agree to amend Section 9.01(g) by
deleting the number "2.06" and replacing it with the number "2.045."
8. Section 9.01(h). The parties agree to amend Section 9.01(h) by
deleting the number "1.365" and replacing it with the number "1.355."
9. Section 11.03. The parties agree to amend Section 11.03 by adding
the following to the last sentence:
"and by First Financial."
10. Warrant Agreement. In addition, the parties agree to amend the
Warrant Agreement, Section 2(b)(v) by inserting the following as the last
sentence of that section:
"Failure of the Grantee's shareholders to approve the proposal
to authorize the issuance of such number of shares of First
Financial Common Stock equal to or greater than 20% of the
outstanding shares of First Financial Common Stock under the
terms of this Agreement or failure of the Grantee's Board of
Directors to unanimously recommend in the Prospectus/Proxy
Statement such approval by all stockholders of Grantee
entitled to vote thereon shall not constitute a Preliminary
Purchase Event."
The parties also agree that any other provision of the Agreement and
Plan of Reorganization inconsistent with this letter is hereby modified to be
consistent herewith.
Please indicate your agreement to such modifications by affixing your
signature at the foot of this letter.
FIRST FINANCIAL ACQUISITION COMPANY FIRST FINANCIAL CORPORATION
By: /s/ Robert M. Salinger By: /s/ Robert M. Salinger
--------------------------------- ----------------------------------
Robert M. Salinger, Secretary Robert M. Salinger, Secretary
AGREED:
FIRSTROCK BANCORP, INC.
By: /s/ David A. Ingrassia
-----------------------------------------
David A. Ingrassia, President and CEO
Date: December 5, 1994