Vail Banks, Inc. May 31, 2006Letter Agreement • June 1st, 2006 • Vail Banks Inc • State commercial banks
This letter agreement (this “Agreement”) is to confirm the agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and among U.S. Bancorp, Powder Acquisition Corp., and Vail Banks, Inc. (the “Company”), dated May 31, 2006. The agreements, arrangement and understandings contained herein supersede in their entirety each of the Change in Control Severance Payment Agreement between you and the Company, dated as of November 19, 1999 (the “CIC Agreement”) and the Compensation Agreement between you and the Company, dated as of January 1, 2004 (the “Compensation Agreement”). The commitments set forth in this letter agreement are subject to the consummation of the Merger (as defined in the Merger Agreement). All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. BANCORP, POWDER ACQUISITION CORP. AND VAIL BANKS, INC. DATED AS OF MAY 31, 2006Agreement and Plan of Merger • June 1st, 2006 • Vail Banks Inc • State commercial banks • New York
This AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2006 (this “Agreement”), is entered into by and among U.S. Bancorp, a Delaware corporation (“Acquirer”), Powder Acquisition Corp., a Colorado corporation (“Merger Sub”), and Vail Banks, Inc., a Colorado corporation (“VBI”). Acquirer, Merger Sub and VBI are collectively referred to herein as the “Parties.”
