Exhibit 2.2
FIRST AMENDMENT TO AGREEMENT TO PLAN OF REORGANIZATION
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the "First
Amendment") made as of the eighth day of September, 1997, among ZIONS
BANCORPORATION ("Zions Bancorp"), a Utah corporation having its principal office
in Salt Lake City, Utah, VAL COR BANCORPORATION, INC. ("Val Cor"), a Colorado
corporation having its principal office in Cortez, Colorado, VALLEY NATIONAL
BANK OF XXXXXX ("Valley"), a national banking association organized under the
laws of the United States, SKY VALLEY BANK CORP. (the "Company"), a Colorado
corporation having its principal office in Alamosa, Colorado, THE FIRST NATIONAL
BANK IN ALAMOSA (the "Bank"), a national banking association organized under the
laws of the United States, XXXXX X. XXXXXXX ("Xxxxxxx"), an adult resident of
the State of Colorado, and XXXXXX X. XXXXXXX ("Wuckert"), an adult resident of
the State of Colorado
W I T N E S S E T H T H A T :
WHEREAS, Zions Bancorp, Val Cor, Valley, the Company, the Bank, Xxxxxxx,
and Xxxxxxx (together the "Parties") have entered into that certain Agreement
and Plan of Reorganization dated as of the twenty-fifth day of July, 1997 (the
"Reorganization Agreement"), providing for the merger of the Company into Val
Cor (the "Holding Company Merger"), whereby shares of the common stock of the
Company will be converted into the right to receive an aggregate 573,135 shares
of the common stock of Zions Bancorp, no par value ("Zions Bancorp Stock");
WHEREAS, one of the conditions precedent to the obligations of Zions
Bancorp, Val Cor, and the Company to consummate the Holding Company Merger and
the obligations of Valley Bank and the Bank to consummate the merger of Valley
Bank into the Bank (the "Bank Merger") is that on or before the Effective Date
Zions Bancorp and the Company shall have received a written opinion of Duane,
Morris & Heckscher LLP, or of another firm mutually agreeable to Zions Bancorp
and the Company, applying existing law, that the reorganization contemplated by
the Reorganization Agreement shall qualify as one or more reorganizations under
section 368(a)(1) of the Internal Revenue Code of 1986 and the regulations and
rulings promulgated thereunder (the "Tax Opinion");
WHEREAS, Duane, Morris & Heckscher LLP has indicated to the Parties that
it is willing to be engaged to render the Tax Opinion for a fee of $20,000,
based upon the Agreement as it reads as of the date hereof and the facts known
to it on the date hereof;
WHEREAS, the Parties desire to apportion the cost of the Tax Opinion
equally between Zions Bancorp and the shareholders of the Company;
WHEREAS, the Parties desire to effectuate such an apportionment of cost
by reducing the number of shares to be issued by Zions Bancorp to holders of the
common stock of the Company by a number of shares of Zions Bancorp Stock with a
value of one-half the cost of the Tax Opinion, based upon the valuation of
$33.50 per share of Zions Bancorp Stock that the Parties are using for other
purposes with regard to the Holding Company Merger;
NOW, THEREFORE, in consideration of these premises and the mutual
agreements hereinafter set forth and those set forth in the Reorganization
Agreement, the Parties agree to amend, and accordingly do hereby amend, the
Reorganization Agreement in the manner set forth below:
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A. Section 1.2(a)(i) of the Reorganization Agreement, which begins "each
holder of shares of Company Common Stock," is amended by striking the number
573,135 where it appears and by inserting in its place the number 572,836.
B. Section 3.1 of Exhibit I of the Reorganization Agreement, which begins
"Subject to the terms, conditions, and limitations set forth herein," is amended
by striking the number 573,135 where it appears and by inserting in its place
the number 572,836.
C. This First Amendment may be executed in two or more counterparts each
of which shall be deemed to constitute an original, but such counterparts
together shall be deemed to be one and the same instrument and to become
effective when one or more counterparts have been signed by each of the Parties.
It shall not be necessary in making proof of this First Amendment or any
counterpart hereof to produce or account for the other counterpart.
D. This First Amendment shall be governed by, construed, and enforced in
accordance with the laws of the State of Utah, without giving effect to the
principles of conflict of law thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ZIONS BANCORPORATION
Attest: By:
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VAL COR BANCORPORATION, INC.
Attest: By:
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VALLEY NATIONAL BANK OF XXXXXX
Attest: By:
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SKY VALLEY BANK CORP.
Attest: By:
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Xxxxx X. Xxxxxxx
Chairman of the Board
THE FIRST NATIONAL BANK IN
ALAMOSA
Attest: By:
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Xxxxx X. Xxxxxxx
President and
Chief Executive Officer
XXXXX X. XXXXXXX
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XXXXXX X. XXXXXXX
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