EXHIBIT 2.1 AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

                                   EXHIBIT 2.1

                             AMENDMENT TO AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION


              This  AMENDMENT  TO  AGREEMENT  AND  PLAN OF  REORGANIZATION  (the
"Amendment")  entered into as of the 15th day of February,  2000, by and between
NATIONAL BANCORP OF ALASKA, INC. ("Company"), a Delaware corporation,  and XXXXX
FARGO & COMPANY ("Xxxxx Fargo"), a Delaware corporation.

         WHEREAS,  Company and Xxxxx Fargo are parties to that certain agreement
and  plan of  reorganization  dated as of the 12th  day of  January,  2000  (the
"Agreement"),  pursuant to the terms of which a wholly-owned subsidiary of Xxxxx
Fargo will merge with the Company,

         WHEREAS,  the  parties  have  determined  that  paragraph  1(a)  of the
Agreement should be amended to redefine the "Xxxxx Fargo Measurement Price."

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  agreements  contained  herein,  the  parties  hereto  do  hereby
represent, warrant, covenant and agree as follows:

         1.  Paragraph  1(a) of the  Agreement  is amended  and  restated in its
entirety to read as follows:

              (a) Merger.  Subject to the terms and conditions contained herein,
         a  wholly-owned  subsidiary  of Xxxxx Fargo (the "Merger  Co.") will be
         merged by statutory merger with and into Company pursuant to the Merger
         Agreement,  with Company as the surviving corporation,  in which merger
         each share of Company Common Stock outstanding immediately prior to the
         Effective  Time of the Merger (as  defined  in  paragraph  1 (d) below)
         (other than shares as to which statutory  dissenters'  appraisal rights
         have been  exercised)  will be converted  into the right to receive the
         number of shares of Xxxxx Fargo Common Stock determined by dividing $30
         by the Xxxxx Fargo  Measurement  Price.  The "Xxxxx  Fargo  Measurement
         Price" is defined as the  average of the  closing  prices of a share of
         Xxxxx Fargo  Common Stock as reported on the  consolidated  tape of the
         New York Stock Exchange  during the period of 15 trading days ending on
         March 15, 2000.

         2. Except as specifically amended herein, the Agreement remains in full
force and effect.




         IN WITNESS WHEREOF,  the parties have executed this Amendment as of the
day and year first above written.

XXXXX FARGO & COMPANY                   NATIONAL BANCORP OF ALASKA, INC.


By:   /s/ Xxxx X. Xxxx                  By:   /s/ Xxxxxx X. Xxxxxxxx
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Its: Senior Vice President              Its: Chairman of the Board of Directors
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