Exhibit 99.5
November 19, 1996
Zions Bancorporation
0000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Mesdames and Gentlemen:
The undersigned understands that Zions Bancorporation ("Zions
Bancorp") is about to enter into an Agreement and Plan of Reorganization with
Aspen Bancshares, Inc. (the "Company") (the "Agreement"). The Agreement provides
for the merger of the Company with and into Zions Bancorp (the "Merger") and the
conversion of outstanding shares of Company Common Stock into Zions Bancorp
Common Stock in accordance with the formula therein set forth.
In order to induce Zions Bancorp to enter into the Agreement, and
intending to be legally bound hereby, the undersigned, subject to the conditions
hereinafter stated, represents, warrants, and agrees that at the Company
Shareholders' Meeting contemplated by Section 4.1 of the Agreement and Plan of
Reorganization (the "Meeting"), and any adjournment thereof, the undersigned
will, in person or by proxy, vote or cause to be voted in favor of the Agreement
and the Merger the shares of Company Common Stock beneficially owned by the
undersigned individually or, to the extent of the undersigned's proportionate
voting interest, jointly with other persons, as well as, to the extent of the
undersigned's proportionate voting interest, any other shares of Company Common
Stock over which the undersigned may hereafter acquire beneficial ownership in
such capacities (collectively, the "Shares"). Subject to the final paragraph of
this agreement, the undersigned further agrees that he will use his best efforts
to cause any other shares of Company Common Stock over which he has or shares
voting power to be voted in favor of the Agreement and the Merger.
The undersigned further represents, warrants, and agrees that
beginning upon the authorization and execution of the Agreement by the Company
until the earlier of (i) the consummation of the Merger or (ii) the termination
of the Agreement in accordance with its terms, the undersigned will not,
directly or indirectly:
(a) vote any of the Shares, or cause or permit any of the Shares to be
voted, in favor of any other sale of control,
Zions Bancorporation
November 19, 1996
Page 2
merger, consolidation, plan of liquidation, sale of assets, reclassification, or
other transaction involving the Company or any of its subsidiaries which would
have the effect of assisting or facilitating the acquisition of control by any
person other than Zions Bancorp or an affiliate thereof over the Company or any
substantial portion of its assets or assisting or facilitating the acquisition
of control by any person other than Zions Bancorp or an affiliate, or the
Company or a wholly-owned subsidiary of the Company, of any subsidiary of the
Company or any substantial portion of its assets. As used herein, the term
"control" means (1) the ability to direct the voting of 10% or more of the
outstanding voting securities of a person having ordinary voting power in the
election of directors or in the election of any other body having similar
functions or (2) the ability to direct the management and policies of a person,
whether through ownership of securities, through any contract, arrangement, or
understanding or otherwise.
(b) voluntarily sell or otherwise transfer any of the Shares, or cause
or permit any of the Shares to be sold or otherwise transferred (i) pursuant to
any tender offer, exchange offer, or similar proposal made by any person other
than Zions Bancorp or an affiliate thereof, (ii) to any person seeking to obtain
control (as the term "control" is defined in paragraph (a), above) of the
Company, any of its subsidiaries or any substantial portion of the assets of the
Company or any subsidiary thereof or to any other person (other than Zions
Bancorp or an affiliate thereof) under circumstances where such sale or transfer
may reasonably be expected to assist a person seeking to obtain such control,
(iii) for the purpose of avoiding the obligations of the undersigned under this
agreement, or (iv) to any transferee unless such transferee expressly agrees in
writing to be bound by the terms of this agreement in all events.
It is understood and agreed that this agreement relates solely to the
capacity of the undersigned as a shareholder or other beneficial owner of the
Shares and does not prohibit the undersigned, if a member of the Board of
Directors of the Company, from acting, in his or her capacity as a director, as
the undersigned may determine to be appropriate in light of the obligations of
the undersigned as a director. It is further understood and agreed that the term
"Shares" shall not include any securities beneficially owned by the undersigned
as a trustee or fiduciary for another,
Zions Bancorporation
November 19, 1996
Page 3
and that this agreement is not in any way intended to affect the exercise by the
undersigned of the undersigned's fiduciary responsibility in respect of any such
securities.
Very truly yours,
/s/ Xxxxx Xxx Xxxx
-------------------------------
Accepted and Agreed to:
ZIONS BANCORPORATION
By:__________________________
Title:_______________________
Zions Bancorporation
November 19, 1996
Page 4
Name of Shareholder: Xxxxx Xxx Xxxx
Shares of Common Stock of Aspen Bancshares, Inc.
Beneficially Owned
As of November 19, 1996
Name(s) of Number of
Record Owner(s) Beneficial Ownership(5) Shares
--------------- ----------------------- ---------
Xxxxx Xxx Xxxx 7,374
Trustee F/B/O
Xxxxxxxx Xxxx
Xxxxx Xxx Xxxx 7,374
Trustee F/B/O
Xxxx Xxxx
--------
(5) For purposes of this Agreement, shares are beneficially owned by the
shareholder named above if held in any capacity other than a fiduciary capacity
(other than a revocable living trust) and if the shareholder named above has the
power (alone or, in the case of shares held jointly with his or her spouse,
together with his or her spouse) to direct the voting of such shares.
