Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated as of May 11, 1999 (this "Amendment"), to the
Agreement and Plan of Merger, dated as of April 27, 1999, (the "Plan"), by and
among Zions Bancorporation, a Utah corporation, Regency Bancorp, a California
corporation, and Regency Bank, a California corporation. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Plan.
WHEREAS, the parties hereto have entered into the Plan and now wish to
amend certain provisions of the Plan, as set forth below.
NOW, THEREFORE, the parties hereto hereby adopt and make this
Amendment, as follows:
1. AMENDMENTS. (a) Paragraph (a)(i) of Section 3.01 of the Plan is
hereby amended and restated in its entirety to read as follows:
"(i) Each share, excluding Treasury Stock and Dissenters' Shares, of
Company Common Stock issued and outstanding immediately prior to the
Effective Time shall become and be converted into 0.3233 of a share of
Zions Common Stock (the "EXCHANGE RATIO"), subject to adjustment as set
forth in clause (ii) below and as set forth in Section 3.05."
(b) A new Section 3.07 is hereby added to Article III of the Plan,
which new Section 3.07 reads as follows:
"3.07 DISSENTERS' RIGHTS. Any Dissenting Shareholder (as defined
below) who shall be entitled to be paid the "fair market value" of his or
her Dissenters' Shares (as defined below), as provided in Section 1300 of
the CGCL, shall not be entitled to the Merger Consideration in respect
thereof unless and until such Dissenting Shareholder shall have failed to
perfect or shall have effectively withdrawn or lost such Dissenting
Shareholder's right to dissent from the Merger under the CGCL, and shall
be entitled to receive only the payment provided for by Section 1300 of
the CGCL with respect to such Dissenters' Shares. If any Dissenting
Shareholder shall fail to perfect or shall have effectively withdrawn or
lost such right to dissent, the Dissenters' Shares held by such
Dissenting Shareholder shall thereupon be treated as though such
Dissenters' Shares had been converted into the right to receive the
Merger Consideration pursuant to Section 3.01 hereof. As used herein,
"DISSENTING SHAREHOLDER" means a shareholder who holds Dissenters'
Shares. As used herein, "DISSENTERS'SHARES" means shares held by a
shareholder with respect to which such shareholder, in accordance with
the CGCL,
delivers a written demand to Company or its transfer agent on or prior to
the date of the Company Meeting in accordance with Section 1301 of the
CGCL."
2. COUNTERPARTS. This Amendment may be executed in counterparts each
of which shall be deemed to constitute an original, but all of which together
shall constitute one and the same instrument.
3. No OTHER CHANGES. Except as modified by this Amendment, the Plan
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in counterparts by their duly authorized officers, all as of the day
and year first above written.
REGENCY BANCORP
By
Name: Xxxxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
REGENCY BANK
By
Name: Xxxxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
ZIONS BANCORPORATION
By:
Name: Xxxx X. Xxxxxxx
Title: Chief Financial Officer
