Common use of Attest Clause in Contracts

Attest. By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Executive Officer SBT BANKSHARES, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Val Cor Bancorporation, Inc., and R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to me known to be the Executive Vice President and Chief Executive Officer of Valley National Bank of ▇▇▇▇▇▇, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ ) State of Colorado ) ) ss. County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado Springs, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or State Bank and Trust of Colorado Springs. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------

Attest. By: ----------------------------- ---------------------------- Susa▇ ▇. ▇▇▇▇▇ Vice President and Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of -------------------------------------------- K. Hier -------------------------------------------- R. M▇. ▇▇▇▇▇▇ STATE OF MICHIGAN SS.: COUNTY OF WAYN▇ A. ▇▇▇▇▇▇, ▇▇ me personally known, who, being by me duly sworn, did say that he does business at 2000 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇. ▇▇ is the Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said N. A. ▇▇▇▇▇▇▇ Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇▇ ▇knowledged said instrument to be the free act and deed of said corporation. ▇▇▇▇▇▇▇ President and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Executive Officer SBT BANKSHARES, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇---------------------------------- Gera▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporation▇▇tary (Notarial Seal) Public Oakland County, and acknowledged said instrument to be the free and voluntary act and deed of said corporationMI My Commission Expires December 23, for the uses and purposes therein mentioned2002 (Acting in Wayn▇) 23 21 BANKERS TRUST COMPANY, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation(Corporate Seal) By -------------------------------------------- Marc ▇. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇▇▇▇ Assistant Vice President Attest: ------------------------------------------------ Signed, sealed and delivered by BANKERS TRUST COMPANY, in the presence of ------------------------------------------------ ------------------------------------------------ STATE OF NEW YORK SS.: COUNTY OF NEW YORK ACKNOWLEDGEMENT OF EXECUTION BY TRUSTEE. On this day of January, 2000, before me, the subscriber, a Notary Public within and for the County of New York, in the State of New York, personally appeared Marc ▇. ▇▇▇▇▇▇▇, to ▇▇ me known to be the President and Chief Executive Officer of Val Cor Bancorporationpersonally known, Inc.who, and R. being by me duly sworn, did say that his business office is located at Four Alba▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇, to me known to be the Executive d he is Assistant Vice President of BANKERS TRUST COMPANY, one of the corporations described in and Chief Executive Officer which executed the foregoing instrument; that he knows the corporate seal of Valley National Bank the said corporation and that the seal affixed to said instrument is the corporate seal of ▇▇▇▇▇▇, said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said acknowledged said instrument to be the free and voluntary act and deed of each of said corporationscorporation. (Notarial Seal) --------------------------------------------------- Notary Public, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ ) State of Colorado ) ) ssNew York No. Qualified in NY County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado Springs, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or State Bank and Trust of Colorado Springs. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------Commission Expires

Attest. ByLENDER BY: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ------------------------- ----------------------------------------- Name Title STATE OF NEW JERSEY : : ss.: COUNTY OF MONMOUTH : On the 1 day of March, 2004, before me, a Notary Public in and for said County and State, duly commissioned and sworn, personally appeared James S. Vaccaro, (name of Officer of Corporation executing Lease as ▇▇▇▇▇▇▇ ▇▇▇▇) ▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President nown, who, being by me duly sworn, did depose and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President say that he is the Chairman and Chief Executive Officer SBT BANKSHARESCEO of MONMOUTH COMMUNITY BANK, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ChairmanN.A., President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporationcorporation described in, and acknowledged said instrument to be which executed the free and voluntary act and deed foregoing instrument; that he knows the seal of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the corporate seal Board of Directors of said corporationcorporation and that he signed his name thereto by like order. In Witness Whereof IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this Certificate first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared /s/ Sharon L. Vinson ------------------------------- NOTARY PUBLIC Date: 3-1-04 -------------------------- ▇▇▇▇▇ ▇. ▇ ▇▇▇ ▇▇▇▇▇▇ : : ▇▇, to me known to be the President and Chief Executive Officer of Val Cor Bancorporation, Inc., and R. .: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ : On the ____day of ____________, to me known to be the Executive Vice President 2004, before me, a Notary Public in and Chief Executive for said County and State, duly commissioned and sworn, personally appeared Jack Caputo, (name of Officer of Valley National Bank of Corporation executing Lease as Tena▇▇) ▇▇ ▇▇ ▇▇nown, who, being by me duly sworn, did depose and say that he is the President of J.J.U.D. Inc., a New Jersey corporation, the corporation described in, and acknowledged which executed the foregoing instrument; that he knows the seal of said corporation, that the seal affixed to said instrument to be is such corporate seal; that it was so affixed by order of the free and voluntary act and deed Board of each Directors of said corporations, for the uses corporation and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporationssigned his name thereto by like order. In Witness Whereof IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this Certificate first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ ) State of Colorado ) ) ss. County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado Springs, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or State Bank and Trust of Colorado Springs. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------------------------------------- NOTARY PUBLIC Date: --------------------------

Attest. By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇ Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of --------------------------------------- K. Hier --------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. STATE OF MICHIGAN SS.: COUNTY OF ▇▇▇▇▇ ACKNOWLEDGMENT OF EXECUTION BY COMPANY. On this 31st day of August, 2001, before me, the subscriber, a Notary Public within and for the County of ▇▇▇▇▇, in the State of Michigan, personally appeared ▇.▇. ▇▇▇▇▇▇, to me personally known, who, being by me duly sworn, did say that he does business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and is the Vice President Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said ▇.▇. ▇▇▇▇▇▇, acknowledged said instrument to be the free act and deed of said corporation. ------------------------------------------------ (Notarial Seal) 31 FIRST CHICAGO TRUST COMPANY OF New York, (Corporate Seal) By --------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Vice President Attest: --------------------------------------- Signed, sealed and delivered by FIRST CHICAGO TRUST COMPANY of New York, in the presence of --------------------------------------- --------------------------------------- STATE OF ILLINOIS SS.: COUNTY OF ▇▇▇▇ Senior Vice President President ACKNOWLEDGMENT OF EXECUTION BY TRUSTEE. On this day of , 2001, before me, the subscriber, a Notary Public within and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- for the County of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Executive Officer SBT BANKSHARES, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer ------------------------------------------------ ) in the State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ On this nineteenth day of DecemberIllinois, 1997, before me personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporationpersonally known, and acknowledged said instrument to be the free and voluntary act and deed of said corporationwho, for the uses and purposes therein mentionedbeing by me duly sworn, and on oath stated did say that he was authorized to execute said instrument and that the seal affixed his business office is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇located at ▇ ▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Val Cor Bancorporation, Inc.▇▇▇▇▇▇▇▇, and R. he is a Vice President of FIRST CHICAGO TRUST COMPANY of New York, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to me known to be the Executive Vice President and Chief Executive Officer of Valley National Bank of ▇▇▇▇▇▇, and ▇ acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporationscorporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ (Notarial Seal) State of Colorado ) ) ss. County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared STATE OF MICHIGAN SS.: COUNTY OF ▇▇▇▇▇ AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH. ▇.▇. ▇▇▇▇▇▇▇, to me known to be being duly sworn, says: that he is the Chairman, Vice President and Chief Executive Officer Treasurer of SBT BanksharesTHE DETROIT EDISON COMPANY, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado SpringsMortgagor named in the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized has knowledge of the facts in regard to execute the making of said instrument and of the consideration therefor; that the seals affixed are the respective corporate seals of consideration for said corporations. In Witness Whereof I have hereunto set my hand instrument was and affixed my official seal the day is actual and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreementadequate, and has required that the same as a prerequisite to Zions Bancorp's execution of was given in good faith for the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Companypurposes in such instrument set forth. ▇. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or State Bank and Trust of Colorado Springs. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------▇▇▇▇▇▇

Attest. By: ----------------------------- ---------------------------- Jack ▇. ▇▇▇▇▇▇ Assistant Corporate Secretary Signed, sealed and delivered by THE DETROIT EDISON COMPANY, in the presence of ----------------------------------------------------------------- K. Hier A. Horw▇. ▇▇ STATE OF MICHIGAN SS.: COUNTY OF WAYN▇ A. ▇▇▇▇▇▇, ▇▇ me personally known, who, being by me duly sworn, did say that he does business at 2000 ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ and is the Assistant Treasurer of THE DETROIT EDISON COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said N. A. ▇▇▇▇▇▇, acknowledged said instrument to be the free act and deed of said corporation. ---------------------------------- (Notarial Seal) , Notary Public County, MI My Commission Expires 24 22 BANKERS TRUST COMPANY, (Corporate Seal) By -------------------------------------------- Marc ▇. ▇▇▇▇▇▇▇ Senior Assistant Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By------------------------------------------------ Signed, sealed and delivered by BANKERS TRUST COMPANY, in the presence of ------------------------------------------------ ------------------------------------------------ STATE OF NEW YORK SS.: ----------------------------- ---------------------------- ▇▇▇▇▇ ▇COUNTY OF NEW YORK ACKNOWLEDGEMENT On this day of August, 1999, before me, the subscriber, a OF EXECUTION Notary Public within and for the County of New York, in the BY TRUSTEE. ▇▇▇▇▇▇▇ President and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Executive Officer SBT BANKSHARES, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ On this nineteenth day of DecemberNew York, 1997, before me personally appeared ▇▇▇▇▇▇ Marc ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before ▇▇ me personally appeared ▇▇▇known, who, being by me duly sworn, did say that his business office is located at Four Alba▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Val Cor Bancorporation▇▇▇ ▇▇▇▇, Inc., and R. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇, to me known to be the Executive d he is Assistant Vice President of BANKERS TRUST COMPANY, one of the corporations described in and Chief Executive Officer which executed the foregoing instrument; that he knows the corporate seal of Valley National Bank the said corporation and that the seal affixed to said instrument is the corporate seal of ▇▇▇▇▇▇, said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said acknowledged said instrument to be the free and voluntary act and deed of each of said corporationscorporation. (Notarial Seal) --------------------------------------------------- Notary Public, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ ) State of Colorado ) ) ssNew York No. Qualified in Kings County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado Springs, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or State Bank and Trust of Colorado Springs. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------Commission Expires

Attest. By: ----------------------------- ---------------------------- --------------------------- ------------------------------ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- --------------------------- ------------------------------ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. --------------------------- ------------------------------ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Executive Officer SBT BANKSHARES, INC. Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer STATE SKY VALLEY BANK AND TRUST OF COLORADO SPRINGS CORP. Attest: By: ----------------------------- ---------------------------- --------------------------- ------------------------------ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, Chairman of the Board THE FIRST NATIONAL BANK IN ALAMOSA Attest: By: --------------------------- ------------------------------ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and Chief Executive Officer ------------------------------------------------ -------------------------------------) ) State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ -------------------------------------) On this nineteenth twenty-fifth day of DecemberJuly, 1997, before me personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- ------------------------------ Notary Public - 50 - ------------------------------------------------ -38- --------------------------------------) ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ --------------------------------------) On this nineteenth twenty-fifth day of DecemberJuly, 1997, before me personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of each of Val Cor Bancorporation, Inc., Inc. and R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to me known to be the Executive Vice President and Chief Executive Officer of Valley National Bank of ▇▇▇▇▇▇, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath each stated that he was authorized to execute said instrument and that the respective seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- ------------------------------ Notary Public - 51 - ------------------------------------------------ -39- -------------------------------------- ) State of Colorado ) ) ss. County of El Paso Alamosa ) ) ------------------------------------------------ --------------------------------------) On this nineteenth twenty-fifth day of DecemberJuly, 1997, before me personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the Chairman, President and Chief Executive Officer Chairman of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer Board of State Sky Valley Bank and Trust of Colorado SpringsCorp., and acknowledged said instrument to be the free and voluntary act and deed of each of said corporationscorporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seals seal affixed are is the respective corporate seals seal of said corporationscorporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- ------------------------------ Notary Public -40- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of The First National Bank in Alamosa, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -41- --------------------------------------) ) State of Colorado ) ) County of Alamosa ) ss. ) --------------------------------------) On this twenty-fifth day of July, 1997, before me personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, each to me known, and each of whom acknowledged said instrument to be his free and voluntary act and deed, for the uses and purposes therein mentioned. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. ------------------------------ Notary Public -42- The undersigned members of the Board of Directors of SBT Bankshares, Inc. Sky Valley Bank Corp. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement and to recommend its adoption by the other shareholders of the Company. The undersigned do hereby, individually and as a group, until the Effective Date or termination of the Agreement, further agree to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or The First National Bank in Alamosa. ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ SCHEDULE 1.8 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ EXHIBIT I HOLDING COMPANY MERGER AGREEMENT AGREEMENT OF MERGER This Agreement of Merger is made and entered into as of [_______________], 1997, between VAL COR BANCORPORATION, INC. ("Val Cor"), a corporation organized under the laws of the State Bank of Colorado, and Trust SKY VALLEY BANK CORP. (the "Company"), a corpora tion organized under the laws of Colorado Springsthe State of Colorado. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------Val Cor and the Company are hereinafter sometimes individually called a "Constituent Corporation" and collectively called the "Constituent Corporations."

Attest. Secretary CELEXX CORPORATION By: ----------------------------- ---------------------------- :_______________________ President [Corporate Seal] 10100 West Sample Rd, Coral Sprin▇▇, ▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ Senior Vice President President and and Secretary Chief Executive Officer VAL COR BANCORPORATION, INC. Attest: By: ----------------------------- ---------------------------- ▇▇ ▇▇w ▇▇▇▇ ▇. ▇ ▇▇▇ _____ ▇▇▇ ▇▇ _______, ▇▇▇▇, before me personally came_________________ to me known, who being by me duly sworn, did depose and say that he resides at _____________________________; that he is the President of CELEXX CORPORATION, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. --------------------------- Notary Public CERTIFICATE OF DIRECTORS' RESOLUTIONS The undersigned, being respectively the President and Secretary of CELEXX CORPORATION, a Nebraska corporation, hereby certify that the following are true copies of resolutions duly and unanimously adopted at a special meeting of the Board of Directors of the corporation, duly called and held at the office of the corporation on November 6, 2001, at which meeting a quorum was present and voting throughout, and which resolutions have not been modified or rescinded and are still in full force and effect: "RESOLVED, that it is for the best business interests of this corporation that this corporation guarantee to ROSENTHAL & ROSENTHAL, ▇▇▇., ▇▇▇ President and Chief Executive Officer VALLEY NATIONAL BANK OF ▇▇▇▇▇▇ Attest: By: ----------------------------- ---------------------------- R. pa▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive Vice President and Chief Executive Officer SBT BANKSHARESdischarge by COMPUTER MARKETPLACE, INC. Attest: By: ----------------------------- ---------------------------- ▇▇of any and all of its obligations to ROSENTHAL & ROSENTHAL, INC., and ▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer STATE BANK AND TRUST OF COLORADO SPRINGS Attest: By: ----------------------------- ---------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chairman, President and Chief Executive Officer ------------------------------------------------ ) State of Utah ) ) ss. County of Salt Lake ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Zions Bancorporation, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. -------------------------------- Notary Public - 50 - ------------------------------------------------ ) State of Colorado ) ) ss. County of Montezuma ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be the President and Chief Executive Officer of Val Cor Bancorporation, Inc., and R. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇her "RESOLVED, to me known to be that the Executive Vice President and Chief Executive Officer or any other officer of Valley National Bank of ▇▇▇▇▇▇, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath each stated that he was this corporation is authorized to execute said instrument and that deliver for and on behalf of this corporation the respective seals affixed are aforementioned guarantee in the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand and affixed my official seal form annexed hereto or in any other form the day and year first above written. -------------------------------- Notary Public - 51 - ------------------------------------------------ ) State of Colorado ) ) ss. County of El Paso ) ) ------------------------------------------------ On this nineteenth day of December, 1997, before me personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, to me known to be officer executing the Chairman, President and Chief Executive Officer of SBT Bankshares, Inc. and the Chairman, President and Chief Executive Officer of State Bank and Trust of Colorado Springssame deems advisable, and acknowledged said instrument to be the free and voluntary act and deed of each of said corporations, for the uses and purposes therein mentioned, and on oath stated that he was is hereby authorized to execute said instrument and that the seals affixed are the respective corporate seals of said corporations. In Witness Whereof I have hereunto set my hand deliver any and affixed my official seal the day all other instruments and year first above written. -------------------------------- Notary Public The undersigned members of the Board of Directors of SBT Bankshares, Inc. (the "Company"), acknowledging that Zions Bancorporation ("Zions Bancorp") has relied upon the action heretofore taken by the board of directors documents in entering into the Agreement, and has required the same as a prerequisite to Zions Bancorp's execution of the Agreement, do individually and as a group agree, subject to their fiduciary duties to shareholders, to support the Agreement connection therewith and to recommend its adoption by the perform such other shareholders of the Company. The undersigned do hereby, individually and acts as a group, until the Effective Date or termination of the Agreement, further agree may be necessary to refrain from soliciting or, subject to their fiduciary duties to shareholders, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the shares or all or substantially all of the assets of the Company or State Bank and Trust of Colorado Springs. --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- -------------------------------- --------------------------------- --------------------------------carry these resolutions into effect."