EXHIBIT 2.2
AMENDMENT TO
PLAN OF REORGANIZATION
THIS AMENDMENT TO PLAN OF REORGANIZATION (the "Amendment") is made and
entered into as of July 1, 2002 by and between MOUNTAIN NATIONAL BANK (the
"Bank"), a national bank organized under federal law, and MOUNTAIN NATIONAL
BANCSHARES, INC. (the "Company"), a Tennessee corporation.
WITNESSETH:
WHEREAS, the parties hereto have entered into that certain Plan of
Reorganization dated March 28, 2002 (the "Agreement") whereby the Bank will
reorganize into a holding company structure through a share exchange (the
"Reorganization");
WHEREAS, the first paragraph of Section 2 of the Agreement provides
that the effective date of the Reorganization will be the date on which the
Tennessee Secretary of State accepts Articles of Exchange for filing on an
informational basis;
WHEREAS, Tennessee law does not require that Articles of Exchange be
filed in connection with the Reorganization;
WHEREAS, the parties desire to amend the first paragraph of Section 2
of the Agreement to delete the requirement that Articles of Exchange be filed
with the Tennessee Secretary of State and clarify that the effective date of the
Reorganization will be the date set forth in a certifying letter issued by the
Office of the Comptroller of the Currency;
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. The first paragraph of Section 2 of the Agreement shall be
deleted in its entirety and replaced with a new paragraph that reads as follows:
"The reorganization of the Bank into a holding
company structure by virtue of the share exchange
described in this Agreement shall be effective as of
the date (the "Effective Date of this Agreement") to
be determined by the Bank after all conditions
precedent to the Reorganization set forth in Section
9 have been satisfied. The Effective Date of the
Reorganization shall be the date set forth in a
certifying letter issued by the Office of the
Comptroller of the Currency."
2. All other provisions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers and their bank and corporate seals to
be affixed hereto all as of the day and year first above written.
MOUNTAIN NATIONAL BANK
[BANK SEAL] By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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President
ATTEST: /s/ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
Secretary
MOUNTAIN NATIONAL
BANCSHARES, INC.
[CORPORATE SEAL] By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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President
ATTEST: /s/ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
Secretary
