FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, DATED JANUARY 13, 2005

Exhibit 2.2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this " Amendment ") is made as of this 13th day of January 2005, by and among Gregg Investment Corporation, LLC, a Delaware limited liability company (" Investor "), GIC Corporation, an Indiana corporation (the " Merger Sub "), Gregg Appliances, Inc., an Indiana corporation (the " Company "), and Jerry W. Throgmartin, Gregg William Throgmartin (on his own behalf and as trustee for the Jerry W. Throgmartin Charitable Trust and the Jerry W. Throgmartin Irrevocable Trust for the benefit of Christy and Nicky Throgmartin), Kelli Throgmartin Ball, Sandra M. Throgmartin, Janice K. Malone, Monica L. Adams, William G. Throgmartin and Dennis L. May, each an individual residing in the State of Indiana, (collectively, the " Sellers " and each individually, a " Seller "). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, Investor, Merger Sub, the Company and the Sellers are parties to that certain Agreement and Plan of Merger, dated as of October 19, 2004 (the " Merger Agreement "), providing for the merger of Merger Sub with and into the Company on the terms and subject to the conditions set forth therein; and

WHEREAS, the parties hereto desire to amend the Merger Agreement in accordance with Section 12.10 thereof.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments to Merger Agreement .

1.1 Merger Consideration .

• (a) Section 2.01(a) of the Merger Agreement is hereby amended to read in its entirety as follows: "(a) Two Hundred Ninety Million Dollars ($290,000,000) in cash plus the aggregate principal amount of the Junior Subordinated Notes set forth on Schedule 1.02(a) ;".

• (b) Section 1.02(a) of the Merger Agreement is hereby amended to read in its entirety as follows:

• • • (a) With respect to each Seller, all of the issued and outstanding shares of Common Stock of the Company held by such Seller other than the Retained Shares (each, individually, a " Merger Share " and, collectively with respect to all Sellers, the " Merger Shares ") shall be

      converted into a right to receive, upon surrender of the certificates representing such Merger Shares held by such Seller, (i) a Junior Subordinated Note in the original principal amount set forth opposite such Seller’s name on Schedule 1.02(a) , and (ii) cash equal to (A) the product of the Per Share Closing Payment multiplied by the number of Merger Shares held by such Seller, less (B) the original principal amount of the Junior Subordinated Note issued to such Seller pursuant to clause (i) of this Section 1.02(a) . The Retained Shares shall remain outstanding and shall not convert into a right to receive such payment.

• (c) A new definition is hereby inserted into Article XI of the Merger Agreement immediately following the definition of " IRS ," which new definition shall read in its entirety as follows:

• • • " Junior Subordinated Note " shall mean a subordinated promissory note, dated as of the Closing Date and in substantially the form of Exhibit K hereto, issued by the Company to a Seller.

• (d) Exhibit A to this Amendment is hereby added to the Merger Agreement as new Schedule 1.02(a) to the Merger Agreement.

• (e) Exhibit B to this Amendment is hereby added to the Merger Agreement as new Exhibit K to the Merger Agreement.

• (f) Section 3.05(b) of the Merger Agreement is hereby amended to read in its entirety as follows:

• • • (b) The remainder of the Closing Payment shall be delivered to the Sellers’ Representative who shall distribute such amount in the following manner: Each Seller shall receive (i) the Junior Subordinated Note issued to such Seller by the Company in the original principal amount set forth opposite such Seller’s name on Schedule 1.02(a) and (ii) a cash amount equal to the number of Merger Shares owned by such Seller multiplied by the Per Share Closing Payment less such Seller’s pro-rata portion of the Escrow Amount based on his or her Ownership Percentage as set forth on Exhibit A hereto and less the original principal amount of the Junior Subordinated Note delivered to such Seller pursuant to clause (i) of this Section 3.05(b) .

• (g) A new sentence is added to the end of Section 7.05 of the Merger Agreement, which sentence shall read in its entirety as follows:

• • • This release shall not apply to, or otherwise limit, restrict or affect, the obligations of the Company set forth in the Junior Subordinated Notes.

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• (h) Section 12.04(a) of the Merger Agreement is hereby amended to read in its entirety as follows:

• • • (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Jerry W. Throgmartin as the initial true and lawful agent and attorney-in-fact (the " Sellers’ Representative ") of the Sellers, and of each Seller, with full authority and power of substitution to act (in the judgment of the Sellers’ Representative) in the name, place and stead of the Sellers with respect to any amendment of, or action, decision, proceeding or performance of any obligation that is required of, or may otherwise be taken or brought by, any Seller pursuant to, or in connection with, this Agreement or the Junior Subordinated Notes, in each case both before and after the consummation of the transactions contemplated hereunder. Each Seller agrees that any action that such Seller may otherwise take with regard to this Agreement or such Junior Subordinated Note shall be taken exclusively by the Sellers’ Representative and such Seller shall not personally take any such action.

1.2 Elimination of EBITDA Adjustment .

• (a) Section 2.02 and Exhibit E of the Merger Agreement are hereby deleted in their entirety and replaced with the words "intentionally omitted."

• (b) Section 9.01(h) and Section 9.01(i) of the Merger Agreement are hereby deleted in their entirety.

• (c) The defined term " 2004 EBITDA " is hereby deleted in its entirety from Article XI of the Merger Agreement.

• (d) All references to Section 2.02 or any subsection thereof contained in Section 2.01 , Section 10.07 and Section 10.09 of the Merger Agreement are hereby deleted.

1.3 Rollover Investment Amount .

• (a) Section 2.01(g) of the Merger Agreement is hereby amended to read in its entirety as follows:

• • • (g) less Twenty-Seven Million, Seven Hundred Eighty-Six Thousand, One Hundred Dollars ($27,786,100) (the " Rollover Investment Amount ").

• (b) The definition of " Retained Shares " in Article XI of the Merger Agreement is hereby amended to read in its entirety as follows:

• • • " Retained Shares " shall mean such number of Shares as shall equal the quotient of $27,786,100 divided by the Per Share Closing Payment, with 55% of such Retained Shares being allocated to Jerry W. Throgmartin, 25% of such Retained Shares being allocated to

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• • • Gregg William Throgmartin and 20% of such Retained Shares being allocated to Dennis L. May.

1.4 Extension of Termination Date . Clause (i) of Section 9.01(d) of the Merger Agreement is hereby amended to read in its entirety as follows: "(i) February 11, 2005 and."

1.5 Definition of Current Liabilities . The second sentence of the defined term " Current Liabilities " in Article XI of the Merger Agreement is hereby amended to read in its entirety as follows:

• • • Solely for purposes of determining Net Working Capital, Current Liabilities also shall include the following items regardless of their classification in the internally prepared financial statements and the New 2004 Audited Financial Statements: (i) accrued pension fund (SERP), and (ii) the current and long term servicing costs portion of deferred revenue on Extended Service Plans, calculated as 20% of the total long term and short term deferred revenue on Extended Service Plans.

1.6 Preparation of Working Capital Statements .

• (a) Clause (i) of the second sentence of Section 2.03(a) and clause (i) of the second sentence of Section 2.03(b) of the Merger Agreement are each hereby amended to read in its entirety as follows:

• • • (i) except as expressly set forth in the definition of Net Working Capital in Article XI , be prepared in accordance with GAAP and provide for the true up of all reserves, in all cases using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the New 2004 Audited Financia