Exhibit 2.2
FIRST AMENDMENT TO
FIRST RESTATEMENT OF AGREEMENT
AND PLAN OF REORGANIZATION
This FIRST AMENDMENT TO FIRST RESTATEMENT OF AGREEMENT AND
PLAN OF REORGANIZATION (the "First Amendment") is dated as of March 24, 1999
and entered into by and between The Bank of Hemet (the "Bank") and Pacific
Community Banking Group (the "Company").
WHEREAS, the Bank and the Company entered into a First
Restatement of Agreement and Plan of Reorganization dated as of January 5, 1999
(the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as
provided in this First Amendment as provided herein.
NOW, THEREFORE, in consideration of the premises and mutual
promises of the parties set forth below, the parties hereto agree as follows:
1. Capitalized terms used herein and not otherwise defined
shall have the same meaning as set forth in the Agreement.
2. The first sentence of Section 5.2 of the Agreement is
hereby amended to read in its entirety as follows:
"The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, no par value, of which 10,000 shares are
outstanding on the date hereof, all validly issued, fully paid and
nonassessable, and 100,000,000 shares of Preferred Stock, of which not more than
2 million shares have been issued or are to be issued before the Closing Date."
3. Section 7.2(ii) of the Agreement is hereby amended to read
in its entirety as follows
"(ii) refrain from amending its Charter Documents except to
the extent as may be required or contemplated by this Agreement, and except as
the Company proposes to amend its articles of incorporation and bylaws as
attached to this Agreement as EXHIBIT 7.2(II)."
4. This First Amendment may be entered into in one or more
counterparts, all of which shall be considered one in the same instrument, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
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5. Except as herein amended, the Agreement shall remain in
full force and effect.
6. This First Amendment shall be governed by and construed in
accordance with the laws of the State of California.
7. The execution and delivery of this First Amendment by the
officers executing the First Amendment have been duly authorized by the Boards
of Directors of the Bank and the Company, and this First Amendment constitutes a
legal, valid and binding agreement of the parties in accordance with its
respective terms.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
PACIFIC COMMUNITY BANKING GROUP
By:
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E. Lynn Caswell
Chairman and Chief Executive Officer
THE BANK OF HEMET
By:
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John J. McDonough
Chairman of the Board
By:
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James B. Jaqua
President and Chief Executive Officer
By:
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Secretary
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