1
EXHIBIT 2
FIRST AMENDMENT OF AGREEMENT AND PLAN OF MERGER
BETWEEN
MOUNTAIN WEST BANK
AND
NEW MOUNTAIN WEST BANK
UPON ITS FORMATION BY
GLACIER BANCORP, INC.
This First Amendment of Agreement and Plan of Merger (the "Amendment") is
made and entered into as of January 12, 2000, by and between Mountain West Bank
("Mountain West") and Glacier Bancorp, Inc. ("Glacier") (collectively, the
"Parties").
RECITALS
A. The Parties entered into an Agreement and Plan of Merger dated as of
September 9, 1999 (the "Agreement"), pursuant to which Mountain West will be
merged with a newly formed subsidiary of Glacier (the "Proposed Transaction").
B. The Agreement addresses the payment to be made to shareholders of
Mountain West that dissent (the "Dissenting Shareholders") from the Proposed
Transaction. The Agreement specifically identifies $21 per share of Mountain
West stock as the amount of consideration to be paid to Dissenting Shareholders.
Prior to execution of the Agreement, Mountain West stock had been trading in the
$21 per share range. Since the time that the Agreement was executed, changes in
the market for bank stocks, as well as other factors, have lead the Parties to
conclude that $21 is not an appropriate value for Mountain West stock and that
no specific dollar value should be assigned in the Agreement to Mountain West
stock for the Dissenting Shares.
C. To clarify the Parties' intent, the Parties wish to amend the terms of
the Agreement as set forth in this Amendment. Unless otherwise defined in this
Amendment, capitalized terms used in this Amendment have the meanings assigned
to them in the Agreement.
TERMS OF AMENDMENT
In consideration of the foregoing, the Parties agree as follows:
Section 1.7 of the Agreement is amended by deleting the last sentence of
Section 1.7 in its entirety. Section 1.7 of the Agreement will now read as
follows:
For purposes of this Agreement, "Dissenting Shares" means those shares of
Mountain West Common Stock as to which stockholders have properly taken all
steps necessary to perfect their dissenters' rights under Section 26-909 of the
Idaho Statutes. Each outstanding Dissenting Share of Mountain West Common Stock
will be converted at Closing into the rights provided under this section of the
Idaho Statutes.
Dated as of January 12, 2000
MOUNTAIN WEST BANK GLACIER BANCORP, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- ---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CEO Title: President and CEO