EXHIBIT 99.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
____________________________________________
The undersigned parties to the Agreement and Plan of Merger (the
"Agreement") among Xxxxxx Financial Group, Inc., RS Holdings, LLC and
Reclamation Surety Holding Company, Inc., dated February 8, 2008, do hereby
agree to amend the Agreement as follows:
1. Section 8.1(b) of the Agreement is amended by striking the date, June
30, 2008, that appears therein and replacing it with October 31, 2008.
2. The Deposit shall be released to the RSH Shareholder Representatives
for the benefit of the RSH Shareholders as of the date of this
Amendment pursuant to the parties execution and delivery to the Escrow
Agent of the Joint Instructions in the form attached hereto.
3. In all other respects the Agreement is ratified and affirmed.
Witness the signatures of the parties to this First Amendment to the
Agreement as of the 24th day of June, 2008.
XXXXXX FINANCIAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
____________________________
Name: Xxxx X. Xxxxxx
Title: President
RS HOLDINGS LLC.
By: /s/ Xxxx X. Xxxxxx
____________________________
Name: Xxxx X. Xxxxxx
Title: President
RECLAMATION SURETY HOLDING
COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
____________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
RSH SHAREHOLDER REPRESENTATIVES
/s/ Xxxxxxx X. Xxxxxxxxx
____________________________
Name: Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxx Xxxxxx
____________________________
Name: Xxxxxx Xxxxxx
