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EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
First Amendment, dated as of February 27, 1998, to the Agreement and
Plan of Merger, dated as of December 29, 1997 (the "Merger Agreement"), between
FP Bancorp, Inc. ("Company") and Zions Bancorporation ("Zions").
WHEREAS, Company and Zions have agreed to amend the Merger Agreement to
make certain modifications to certain provisions governing employee benefit
matters;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to the Merger Agreement. The last sentence of Section 6.13
of the Merger Agreement, which currently reads "In addition, Zions shall roll
Company's existing 401(k) plan into Zions' 401(k) plan", is hereby amended to
read "In addition, prior to the Effective Time, Company shall terminate its
401(k) plan, but former employees of Company who remain as employees of Zions
shall be eligible to participate in Zions' 401(k) plan and may roll over their
Company Common Stock and cash distributions resulting from the termination of
Company's 401(k) plan into Zions' 401(k) plan."
2. Miscellaneous. Except as expressly amended and modified hereby, the
Merger Agreement is reaffirmed and remains in full force and effect. This
Amendment may be executed in several counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the parties hereto have executed this
Amendment on the date first above written.
FP BANCORP, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: President
ZIONS BANCORPORATION
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Chief Financial Officer
