AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

EXHIBIT 2.1

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of March 28, 2008 (the “ Agreement ”), between Fiserv, Inc., a Wisconsin corporation (“ Seller ”), and Robert Beriault Holdings, Inc., a Colorado corporation (“ Buyer ”).

W   I   T   N   E   S   S   E   T   H   :

WHEREAS, Seller owns all of the outstanding capital stock of Fiserv Affinity, Inc., a Colorado corporation (“ Fiserv Affinity ”), Trust Industrial Bank, a Colorado corporation (“ TIB ”), Fiserv Brokerage Services, Inc., a Colorado corporation (“ Fiserv Brokerage ”, and each of Fiserv Affinity, TIB and Fiserv Brokerage are individually a “Target Company” and together the “ Target Companies ”);

WHEREAS, Buyer desires to purchase and Seller desires to sell one hundred percent (100%) of the outstanding common stock of each of the Target Companies (the “ Target Shares ”) on the terms and conditions described in this Agreement; and

WHEREAS, Buyer and Seller desire to make certain representations, covenants and agreements in connection with the purchase and sale of the Target Shares and also to prescribe various conditions to the transaction.

NOW, THEREFORE, in consideration of the mutual promises, covenants and representations made herein and intending to be bound hereby, the parties hereto agree as follows:

ARTICLE I.

SALE AND PURCHASE OF TARGET SHARES

1.1. Basic Transaction . On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Target Shares for the consideration specified below in Section 1.2.

1.2. Preliminary Purchase Price .

1.2.1. Fiserv Affinity Preliminary Purchase Price . Buyer agrees to pay to the Seller on the date set forth in Section 1.4 below the Fiserv Affinity Net Book Value as more fully described in Exhibit A to this Agreement for the common stock of Fiserv Affinity (the “ Fiserv Affinity Preliminary Purchase Price ”) by delivery of cash payable by wire transfer of immediately available funds to an account specified by Seller. The Fiserv Affinity Preliminary Purchase Price will be subject to post-Closing adjustment as set forth in Section 1.6.1.

1.2.2. TIB Preliminary Purchase Price . Buyer agrees to pay to the Seller on the date set forth in Section 1.4 below the TIB Net Book Value as more fully described on Exhibit A (the “ TIB Preliminary Purchase Price ”). The TIB Preliminary Purchase Price will be subject to post-Closing adjustment as set forth in Section 1.6.2.

1.2.3 Fiserv Brokerage Preliminary Purchase Price . Buyer agrees to pay to the Seller on the date set forth in Section 1.4 below the Fiserv Brokerage Net Book Value as more fully described on Exhibit A for the common stock of Fiserv Brokerage (the “ Fiserv Brokerage Preliminary Purchase Price ”). The Fiserv Brokerage Preliminary Purchase Price will be subject to post-Closing adjustment as set forth in Section 1.6.3.

1.2.4. Preliminary Purchase Price . The “Preliminary Purchase Price” shall equal the sum of the Fiserv Affinity Preliminary Purchase Price, the TIB Preliminary Purchase Price and the Fiserv Brokerage Preliminary Purchase Price.

1.3. The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Seller, 255 Fiserv Drive, Brookfield, Wisconsin 53045, commencing at 9:00 a.m. local time on the fifth Business Day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) or such other date as Buyer and Seller may mutually determine (the “ Closing Date ”), and shall be effective as of 11:59 p.m. on the Closing Date.

1.4. Deliveries .

1.4.1. At the Closing, (i) Seller will deliver to Buyer the certificates referred to in Section 4.2.1 below, (ii) Buyer will deliver to Seller the certificates referred to in Section 4.3.1 below, (iii) Seller will deliver to Buyer stock certificates representing the Target Shares, endorsed in blank or accompanied by duly executed assignment documents, and (iv) Buyer will deliver to Seller the Preliminary Purchase Price, less the amount of any Deferred Purchase Price (as hereinafter defined), if any.

1.4.2. Seller will deliver to Buyer the Deferred Purchase Price as follows:

(a) From the Closing Date until the day before the fifth anniversary of the Closing Date, on the day that any investment security of a Target Company is sold, matures or is otherwise liquidated in whole or in part by such Target Company in the ordinary course of business (each, a “Liquidation Event”), Buyer, either itself or through a Target Company shall pay to Seller an amount equal to the difference between the historic acquisition cost and the fair market value of such investment security as of the Closing Date until the amount of the Deferred Purchase Price is paid in full.

(b) In the event the Deferred Purchase Price is not paid in full before the fifth anniversary of the Closing Date, on the fifth anniversary of the Closing Date Buyer shall, either itself or through a Target Company, pay the difference between the Deferred Purchase Price and the amounts paid to Seller pursuant to subsection (a) above, if any.

(c) As used here, “Deferred Purchase Price” shall mean the amount by which the excess of the historic acquisition cost over the fair market value of all investment securities of the Target Companies exceeds $8,718,152 as of the Closing Date. For the avoidance of doubt, if the difference between the historic acquisition cost and the fair market value of all investment securities of the Target Company is equal to or less than $8,718,152 as of the Closing Date, there shall be no Deferred Purchase Price.

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(d) For purposes of this Section 1.4.2 all historic acquisition costs and fair market values shall be determined using the value set forth by Interactive Data Corporation.

1.5. Preparation of Initial Balance Sheet and Final Balance Sheet .

1.5.1. Fiserv Affinity Initial Balance Sheet and Fiserv Affinity Final Balance Sheet . (a) Not later than three Business Days prior to the Closing Date, the Seller shall deliver to the Buyer an estimated unaudited balance sheet, as of immediately prior to the Closing, of Fiserv Affinity (the “ Fiserv Affinity Initial Balance Sheet ”), from which the Fiserv Affinity Estimated Net Book Value will be derived. The Fiserv Affinity Initial Balance Sheet shall be prepared in a manner and on a basis consistent in all respects with the December 31, 2006 audited balance sheet of the Target Companies, except that the Fiserv Affinity Initial Balance Sheet shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes, deferred Tax liabilities, goodwill, contract rights, and other liabilities or accruals as set forth on Exhibit A to this Agreement.

(b) As soon as reasonably practicable, but in no event later than sixty days following the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited balance sheet, as of immediately prior to the Closing, of Fiserv Affinity (the “ Fiserv Affinity Final Balance Sheet ”), from which the Fiserv Affinity Final Net Book Value will be derived. The Fiserv Affinity Final Balance Sheet shall be prepared in a manner and on a basis consistent in all respects with the Fiserv Affinity Initial Balance Sheet, and in a manner and on a basis consistent in all respects with the December 31, 2006 audited balance sheet of the Target Companies, except that the Fiserv Affinity Final Balance Sheet shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes, deferred Tax liabilities, goodwill, contract rights, and other liabilities or accruals as set forth on Exhibit A to this Agreement.

Not later than three Business Days prior to the Closing Date, the Seller shall deliver to the Buyer an estimated unaudited balance sheet, as of immediately prior to the Closing, of TIB (the “ TIB Initial Balance Sheet ”), from which the TIB Estimated Net Book Value will be derived. The TIB Initial Balance Sheet shall be prepared in a manner and on a basis consistent in all respects with the December 31, 2006 audited balance sheet of the Target Companies, except that the TIB Initial Balance Sheet shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes, deferred Tax liabilities, goodwill, contract rights, and other liabilities or accruals as set forth on Exhibit A to this Agreement.

(b) As soon as reasonably practicable, but in no event later than sixty days following the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited balance sheet, as of immediately prior to the Closing, of TIB (the “ TIB Final Balance Sheet ”), from which the TIB Final Net Book Value will be derived. The TIB Final Balance Sheet shall be prepared in a manner and on a basis consistent in all respects with the TIB Initial Balance Sheet, and in a manner and on a basis consistent in all respects with the December 31, 2006 audited balance sheet of the Target Companies, except that the TIB Final Balance Sheet shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes, deferred Tax liabilities, goodwill, contract rights, and other liabilities or accruals as set forth on Exhibit A to this Agreement.

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Not later than three Business Days prior to the Closing Date, the Seller shall deliver to the Buyer an estimated unaudited balance sheet, as of immediately prior to the Closing, of Fiserv Brokerage (the “ Fiserv Brokerage Initial Balance Sheet ”), from which the Fiserv Brokerage Estimated Net Book Value will be derived. The Fiserv Brokerage Initial Balance Sheet shall be prepared in a manner and on a basis consistent in all respects with the December 31, 2006 audited balance sheet of the Target Companies, except that the Fiserv Brokerage Initial Balance Sheet shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes, deferred Tax liabilities, goodwill, contract rights, and other liabilities or accruals as set forth on Exhibit A to this Agreement.

(b) As soon as reasonably practicable, but in no event later than sixty days following the Closing Date, the Buyer shall prepare and deliver to the Seller an unaudited balance sheet, as of immediately prior to the Closing, of Fiserv Brokerage (the “ Fiserv Brokerage Final Balance Sheet ”), from which the Fiserv Brokerage Final Net Book Value will be derived. The Fiserv Brokerage Final Balance Sheet shall be prepared in a manner and on a basis consistent in all respects with the Fiserv Brokerage Initial Balance Sheet, and in a manner and on a basis consistent in all respects with the December 31, 2006 audited balance sheet of the Target Companies, except that the Fiserv Brokerage Final Balance Sheet shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes, deferred Tax liabilities, goodwill, contract rights, and other liabilities or accruals as set forth on Exhibit A to this Agreement.

1.5.2. Objections . Within thirty days after receiving the Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet or the Fiserv Brokerage Final Balance Sheet, as applicable, Seller may object to the applicable statement by delivering to Buyer a written statement describing its objections (in the case of the Fiserv Affinity Final Balance Sheet, the “ Fiserv Affinity Statement of Objections ”, in the case of the TIB Final Balance Sheet, the “ TIB Statement of Objections ,” and in the case of the Fiserv Brokerage Final Balance Sheet, the “ Fiserv Brokerage Statement of Objections ”) (the Fiserv Affinity Statement of Objections, the TIB Statement of Objections and the Fiserv Brokerage Statement of Objections are collectively, the “ Statement of Objections ”). If Seller fails to deliver a Statement of Objections within such thirty days, the calculations set forth in such applicable Statement of Objections shall be conclusive and binding upon Buyer and Seller. If Seller delivers a Statement of Objections within such thirty days, Buyer and Seller will use commercially reasonable efforts to resolve any such objections themselves. If Buyer and Seller shall fail to reach an agreement with respect to any of the objections set forth in a Statement of Objections within such thirty day period after Buyer has received such Statement of Objections, then such unresolved objections shall be submitted for resolution to PricewaterhouseCoopers LLP (or if PricewaterhouseCoopers LLP is not independent or able to act, such other nationally recognized accounting firm as may be reasonably satisfactory to Buyer and Seller) (PricewaterhouseCoopers LLP or such other firm, the “ Accounting Firm ”). The Accounting Firm will resolve any unresolved objections submitted to it within thirty days following its engagement. The Accounting Firm shall make a determination based solely on presentations by Seller and Buyer, and not by independent review, as to (and only as to) each of the items in dispute, and shall be instructed that, in resolving any such item in dispute, it must select a position with respect to (a) the Fiserv Affinity Final Net Book Value in the case of the Fiserv Affinity Final Balance Sheet, (b) the TIB Final Net Book Value in the case of the TIB Final Balance Sheet, or (c) the Fiserv Brokerage Final Net Book Value in the case of the Fiserv

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Brokerage Final Balance Sheet, in each case, that is either exactly the position of Seller or exactly the position of Buyer or that is between such position of Seller and Buyer. Buyer will revise the Fiserv Affinity Final Balance Sheet, and/or the TIB Final Balance Sheet, and/or the Fiserv Brokerage Final Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5.4. The Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet and/or the Fiserv Brokerage Final Balance Sheet as each may be revised pursuant to this Section 1.5.4, shall be used to determine the Fiserv Affinity Final Net Book Value, the TIB Final Net Book Value and the Fiserv Brokerage Final Net Book Value, as applicable, and any purchase price adjustment as contemplated by Section 1.6.

1.5.3. Expenses . In the event Buyer and Seller submit any unresolved objections to the Accounting Firm for resolution as provided in Section 1.5.4, Buyer and Seller will share responsibility for the fees and expenses of the Accounting Firm as follows:

(a) if the Accounting Firm resolves all of the remaining objections contained in the Fiserv Affinity Statement of Objections and/or the TIB Statement of Objections and/or the Fiserv Brokerage Statement of Objections in favor of Buyer (the final amount as determined by the Accounting Firm is referred to herein as the “ Low Value ”), Seller will be responsible for all of the fees and expenses of the Accounting Firm;

(b) if the Accounting Firm resolves all of the remaining objections contained in the Fiserv Affinity Statement of Objections and/or the TIB Statement of Objections and/or the Fiserv Brokerage Statement of Objections in favor of Seller (the final amount as determined by the Accounting Firm is referred to herein as the “ High Value ”), Buyer will be responsible for all of the fees and expenses of the Accounting Firm; and

(c) if the Accounting Firm resolves some of the remaining objections contained in the Fiserv Affinity Statement of Objections and/or the TIB Statement of Objections and/or the Fiserv Brokerage Statement of Objections in favor of Buyer and the rest of the remaining objections in favor of Seller (the final amount as determined by the Accounting Firm is referred to herein as the “ Actual Value ”), Seller will be responsible for a percentage of the fees and expenses of the Accounting Firm in connection with the resolution of such objections equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Buyer will be responsible for the remainder of the fees and expenses.

1.5.4. Work Papers . Buyer will make the work papers and back-up materials used in preparing the Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet, and the Fiserv Brokerage Final Balance Sheet, and the books, records, and financial staff of the Target Companies and Buyer, available to Seller and its accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by Buyer of the Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet and the Fiserv Brokerage Final Balance Sheet, (B) the review by Seller of the Fiserv Affinity Final Balance Sheet, the TIB Final Balance Sheet and the Fiserv Brokerage Final Balance Sheet, and (C) the resolution by Buyer and Seller of any objections thereto.

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1.6. Adjustment to Preliminary Purchase Price

1.6.1. Fiserv Affinity Adjustment The Fiserv Affinity Preliminary Purchase Price will be adjusted as follows, and as so adjusted is referred to herein as the “ Fiserv Affinity Purchase Price .”

(a) If the Fiserv Affinity Final Net Book Value exceeds the Fiserv Affinity Estimated Net Book Value, Buyer will pay to Seller an amount equal to such excess by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Fiserv Affinity Final Balance Sheet finally is determined pursuant to Section 1.5 above.

(b) If the Fiserv Affinity Final Net Book Value is less than the Fiserv Affinity Estimated Net Book Value, Seller will pay to Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Fiserv Affinity Final Balance Sheet finally is determined pursuant to Section 1.5 above.

1.6.2. The TIB Preliminary Purchase Prices will be adjusted as follows, and as so adjusted is referred to herein as the “ TIB Purchase Price .”

(a) If the TIB Final Net Book Value exceeds the TIB Estimated Net Book Value, Buyer will pay to Seller an amount equal to such excess by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the TIB Final Balance Sheet finally is determined pursuant to Section 1.5 above.

(b) If the TIB Final Net Book Value is less than the TIB Estimated Net Book Value, Seller will pay to Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the TIB Final Balance Sheet finally is determined pursuant to Section 1.5 above.

1.6.3. The Fiserv Brokerage Preliminary Purchase Price will be adjusted as follows, and as so adjusted is referred to herein as the “ Fiserv Brokerage Purchase Price .”

(a) If the Fiserv Brokerage Final Net Book Value exceeds the Fiserv Brokerage Estimated Net Book Value, Buyer will pay to Seller an amount equal to such excess by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Fiserv Brokerage Final Balance Sheet finally is determined pursuant to Section 1.5 above.

(b) If the Fiserv Brokerage Final Net Book Value is less than the Fiserv Brokerage Estimated Net Book Value, Seller will pay to Buyer an amount equal to such deficiency by wire transfer or delivery of other immediately available funds within three Business Days after the date on which the Fiserv Brokerage Final Balance Sheet finally is determined pursuant to Section 1.5 above.

1.6.4 Purchase Price. The “Purchase Price” shall equal the sum of the Fiserv Affinity Purchase Price, the TIB Purchase Price and the Fiserv Brokerage Purchase Price.

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ARTICLE II.

REPRESENTATIONS

2.1. Representations of Seller . Except for breaches that would not occur but for the taking of any actions contemplated by or in connection with this Agreement or the transactions contemplated hereby, Seller represents to Buyer as follows:

2.1.1. Authorization; No Conflicts; Status of Target Companies, etc.

(a) Due Organization, etc . Seller, Fiserv Affinity, TIB and Fiserv Brokerage are each a corporation, duly organized, validly existing and in good standing under the laws of the State of Wisconsin, the State of Colorado, the State of Colorado, and the State of Colorado, respectively, with the requisite corporate power and authority, as applicable, to carry on its business as now conducted and to own or lease and to operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Each of the Target Companies is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which the failure to be so qualified, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect on the such Target Company.

(b) Authorization, etc . Seller has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, by Seller have been duly authorized by all requisite corporate action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms.

(c) No Conflicts . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not contravene, result in any violation of, loss of rights or default under, constitute an event creating rights of acceleration, termination, repayment or cancellation under, entitle any party to receive any payment or benefit pursuant to, or result in the creation of any Lien upon any of the properties or assets of Seller or the Target Companies under, (i) any provision of the Organizational Documents of Seller or the Target Companies, or (ii) any Applicable Law applicable to Seller or the Target Companies or any of their respective properties, in each case except for any such contraventions, violations, losses, defaults, accelerations, terminations, repayments, cancellations or Liens that, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect on Seller or on any of the Target Companies. No Governmental Approval (other than pursuant to the Change in Bank Control Act, the Bank Merger Act, the Colorado Revised Statutes, the HSR Act, or as required by the Office of the Comptroller of the Currency (“ OCC ”) or the Federal Deposit Insurance Corporation (“ FDIC ”)) or other Consent is required to be obtained or made by the Target Companies in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

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2.1.2. Capitalization .

(a) Target Companies . The authorized capital stock of Fiserv Affinity consists of 1,000,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of TIB consists of 10,000 shares of common stock, of which 10,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of Fiserv Brokerage consists of 50,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. All of the Target Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller.

(b) Other Agreements with Respect to Common Stock . (i) There are no preemptive or similar rights on the part of any Person with respect to the issuance of any shares of common stock or any other equity interests of the Target Companies, and (ii) there are no subscriptions, options, warrants or other similar rights, agreements or commitments of any kind obligating the Target Companies to issue or sell, or to cause to be issued or sold, or to repurchase or otherwise acquire, any shares of its common stock or any other equity interests or any securities convertible into or exchangeable for, or any options, warrants or other similar rights relating to, any such shares or any other equity interests.

2.1.3. Absence of Changes Except with respect to actions taken in connection with the proposed sale of the trust business of Seller, including without limitation, the sale of the stock of Fiserv Trust Company, Affinity, TIB, and Fiserv Brokerage, or otherwise in connection with the transactions contemplated by this Agreement, since December 31, 2006, (i) each of the Target Companies has conducted its business in the ordinary and usual course consistent with past practices and (ii) no event has occurred or fact or circumstance has arisen that, individually or taken together with all other events, facts, and circumstances has had, or is reasonably expected to have, a Material Adverse Effect on any of the Target Companies.

2.1.4. Compliance with Laws. With the exception of any claims that may arise in connection with the Department of Labor investigation, DOL Case Number: 60-101468, none of the Target Companies is in material violation of or material default under, or has at any time since December 31, 2004 materially violated or been in material default under, (i) any Applicable Law applicable to it or any of its properties or business or (ii) any provision of its Organizational Documents. There are no consent decrees or other similar agreements entered into by the Target Companies with any Governmental Authority currently in effect. No Governmental Authority has instituted, implemented, taken or threatened to take any other action the effect of which, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect on any of the Target Companies.

2.1.5. Smart 401(k) Plan . The only employee benefit plan the sponsorship of which will be transferred to the Target Companies is the Smart 401(k) Plan which covers employees of the Target Companies. The Target Companies will cease to be employers whose employees are covered by any other employee benefit plan of the Seller effective as of the Closing. The Smart 401(k) Plan is a qualified plan and has been operated in accordance with the provisions of the Employee Retirement Income Security Act of 1974 in all material respects. To the Knowledge of Seller, there are no actions or omissions which would cause the plan not to

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be a qualified plan. The Seller has complied in all material respects with all reporting and disclosure requirements with respect to such plan, and to the Knowledge of Seller, there are no material defects in the Smart 401(k) Plan.

2.1.6. Brokers, Finders, etc. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the participation of any Person acting on behalf of Seller in such manner as to give rise to any valid claim against Seller for any brokerage or finder’s commission, fee or similar compensation.

2.2. Representations of Buyer . Buyer represents to Seller as follows:

2.2.1. Authorization; No Conflicts; Status of Buyer, etc.

(a) Due Organization, etc . Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to carry on its business as now conducted and to own or lease and to operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. Buyer is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which the failure to be so qualified, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect on Buyer.

(b) Authorization, etc . Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, by Buyer have been duly authorized by all requisite corporate action of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and legally binding obligation of Buyer, enforceable against it in accordance with its terms.

(c) No Conflicts . The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not contravene, result in any violation of, loss of rights or default under, constitute an event creating rights of acceleration, termination, repayment or cancellation under, entitle any party to receive any payment or benefit pursuant to, or result in the creation of any Lien upon any of the properties or assets of Buyer under, (i) any provision of the Organizational Documents of Buyer, (ii) any Applicable Law applicable to Buyer or any of its properties or (iii) any contract of Buyer, except for any such contraventions, violations, losses, defaults, accelerations, terminations, repayments, cancellations or Liens that, individually or in the aggregate, is not reasonably expected to have a Material Adverse Effect on Buyer. No Governmental Approval (other than pursuant to the Change in Bank Control Act, the Bank Merger Act, the Colorado Revised Statutes, the HSR Act, or as required by the OCC or FDIC) or other Consent is required to be obtained or made by Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby.

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2.2.2. Litigation . There is no judicial or administrative action, suit, investigation, inquiry or proceeding pending or, to the Knowledge of Buyer, threatened, or any reasonable basis therefor, that questions the validity of this Agreement or of any action taken or to be taken by Buyer in connection with this Agreement or the transactions contemplated thereby.

2.2.3. Compliance with Laws, etc . None of Buyer or its Subsidiaries or Affiliates is in material violation of or material default under, or has at any time since December 31, 2004 materially violated or been in material default under, (i) any Applicable Law applicable to it or any of its properties or business or (ii) any provision of its Organizational Documents. There are no consent decrees or other similar agreements entered into by Buyer or its Subsidiaries or Affiliates with any Governmental Authority currently in effect. No Governmental Authority has instituted, implemented, taken or threatened to take any other action the effect of which, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect on Buyer or its Subsidiaries or Affiliates.

2.2.4. Brokers, Finders, etc. All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the participation of any Person acting on behalf of Buyer in such manner as to give rise to any valid claim against Buyer for any brokerage or finder’s commission, fee or similar compensation.

2.2.5. Investment The Target Shares will be acquired by Buyer for its own account for the purpose of investment and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. The Buyer has not, directly or indirectly, offered the Target Shares to anyone or solicited any offer to buy the Target Shares from anyone, so as to bring to such offer and sale of the Target Shares by the Buyer within the registration requirements of the Securities Act. The Buyer will not sell, convey, transfer or offer for sale any of the Target Shares except in compliance with the Securities Act and any applicable state securities laws or pursuant to an exemption therefrom.

2.2.6. Absence of Certain Facts and Circumstances. As of the date of this Agreement, neither the Buyer nor any Affiliate of the Buyer has any Knowledge of any facts, circumstances or other reason why the Requisite Regulatory Approvals will not be received in a timely manner.

2.3. No Other Representations . Except for the representations expressly contained in this Article II, none of the Seller, the Buyer or any other Person has made or makes any other express or implied representation either written or oral, on behalf of the Seller or the Buyer.

ARTICLE III.

COVENANTS

3.1. Covenants of Seller .

3.1.1. Conduct of Business . From the date hereof to the Closing Date, except as (i) contemplated by or in connection with this Agreement or the transactions contemplated hereby, or (ii) consented to by Buyer (such consent not to be unreasonably withheld or delayed), Seller will cause the Target Companies to:

(a) carry on its business in the ordinary course consistent with past practices, and use commercially reasonable efforts (to the extent consistent with good business judgment) to preserve intact its present business organization, keep available the services of its executive officers and key employees, and preserve its relationships with customers, clients, suppliers and others having material business dealings with it;

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(b) not amend its Organizational Documents;

(c) not merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any corporation, partnership, association or other business organization or division thereof;

(d) not issue or sell any Target Shares or any options, warrants or other similar rights, agreements or commitments of any kind to purchase any such shares or any securities convertible into or exchangeable for any such shares;

(e) not incur, assume, guarantee (including by way of any agreement to “keep well” or of any similar arrangement) or prepay any Indebtedness or amend the terms relating to any Indebtedness (including, without limitation, capital leases, payments in respect of the deferred purchase price of property, letters of credit, loan agreements and other agreements relating to the borrowing of money or extension of credit) or issue or sell any debt securities, except for (i) any such incurrence, assumption, guarantee or prepayment of such Indebtedness or amendments of the terms of such Indebtedness in the ordinary course of business consistent with past practices in an aggregate amount not exceeding $2,000,000, (ii) any indebtedness constituting deposits or in connection with checks drawn on financial institutions which constitute a liability separate from deposits but arising out of the deposit obligation, or (iii) any such incurrence, assumption, guarantee or prepayment of such Indebtedness or amendments of the terms of such Indebtedness in the ordinary course of business consistent with past practices and the ALCO policy in connection with the management of investment portfolio liquidity;

(f) not sell, transfer, assign, convey, mortgage, pledge or otherwise subject to any Lien any of its properties or assets, tangible or intangible, except for Target Permitted Encumbrances or in the ordinary course of business consistent with past practices;

(g) not grant any rights or license under any of its trademarks or trade names or other Target Intellectual Property or enter into any licensing or similar agreements or arrangements other than in the ordinary course of business consistent with past practices;

(h) not sell any assets outside the ordinary course of business consistent with past practices;

(i) not enter into any agreements, contracts or commitments for capital expenditures other than in the ordinary course of business consistent with past practices or that provide for in the case of any single agreement or related agreements, annual payments by any Target Company of $3,000,000 or more;

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(j) not agree or commit to do any of the foregoing referred to in clauses (a) - (i); and

(k) promptly advise Buyer of any fact, condition, occurrence or change known to Seller that is reasonably expected to have a Material Adverse Effect on the any Target Company or cause a breach of this Section 3.1.1.

3.1.2. Access and Information From the date hereof to the Closing Date, Seller will, and will cause the Target Companies to, give to Buyer and Buyer’s accountants, counsel and other representatives reasonable access during normal business hours to the Target Companies and the respective offices, properties, books, contracts, commitments, reports and records relating to the Target Companies, and to furnish them or provide them access to all such documents, financial data, records and information with respect to the properties and businesses of the Target Companies as Buyer shall from time to time reasonably request; provided that the foregoing shall be under the general coordination of Seller and shall be subject to the confidentiality provisions set forth in Section 7.5.10.

3.1.3. Subsequent Financial Statements and Filings.

(a) Governmental Authority Filings . From the date hereof to the Closing Date, Seller will file, or cause to be filed, with the Colorado Division of Banking, the FDIC, the Commission, the OCC, or other relevant Governmental Authority, and promptly thereafter make available to Buyer, copies of each material registration, report, statement, notice or other filing required to be filed by the Target Companies with the Colorado Division of Banking, the FDIC, the Commission, the OCC or any other Governmental Authority under the Colorado Revised Statutes, the Exchange Act, the Securities Act or any other Applicable Law. All such registrations, reports, statements, notices or other filings shall comply in all material respects with Applicable Law.

(b) Tax Returns . Seller shall duly and timely file all material Seller Group Tax Returns, and shall cause the Target Companies to duly and timely file all material Target Tax Returns, required to be filed on or before the Closing Date (including such Tax Returns filed pursuant to any valid extension of time to file). Seller shall prepare and duly and timely file all material Seller Group Tax Returns that are due after the Closing Date with respect to periods ending on or before the Closing Date. Seller shall prepare and Buyer shall cause the Target Companies to duly and timely file all material Target Tax Returns that are due after the Closing Date with respect to periods ending on or before the Closing Date. Such Seller Group Tax Returns and Target Tax Returns shall be prepared on a basis consistent with the prior Tax Returns for the same Person. The Target Companies shall furnish information to Seller for inclusion in the Seller Group Tax Returns for the periods ending on or before the Closing Date in accordance with the past customs and practices of such members and shall file Target Tax Returns for periods beginning after the Closing Date in accordance with such customs and practices. No election under Section 336(e) of the Code shall be made with respect to the Target Companies in connection with any transaction contemplated by this Agreement.

(c) Amended Tax Returns . Buyer agrees that Seller may prepare and file amended Seller Group Tax Returns for any period (including a period for which any Target Company was included) and that Seller shall be entitled to keep any Tax refund or

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credit relating to any Seller Group Tax Return (unless it was taken into account in computing any adjustment to the Purchase Price pursuant to Section 1.6). Buyer further agrees that Seller may prepare, and Buyer will cause the Target Companies to file, amended Tax returns with respect to any Tax of the Target Companies for any period ending on or prior to the Closing Date and that any Tax refund or credit (including any interest and penalty thereon) with respect to any Tax of the Target Companies for any period ending on or prior to the Closing Date shall be paid (unless taken into account in computing any adjustment to the Purchase Price pursuant to Section 1.6) to Seller as additional Purchase Price promptly after it is received. After the Closing, Buyer shall not, and shall not permit the Target Companies or any Affiliate of Buyer or the Target Companies to, amend any Tax return of the Target Companies for any period ending on or prior to or that includes the Closing Date, or to take a position inconsistent with any such Tax return, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed.

3.1.4. Public Announcements From the date hereof to the Closing Date, except as required by Applicable Law, Seller shall not, and shall not permit the Target Companies to, make any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior consent of Buyer, which will not be unreasonably withheld or delayed. The Seller and the Target Companies will cooperate with the Buyer to develop all public communications and make appropriate members of management available at presentations related to the transactions contemplated hereby as reasonably requested by the Buyer.

3.1.5. Further Actions .

(a) Generally . From the date hereof to the Closing Date, Seller will, and will cause the Target Companies to, use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby.

(b) Filings, etc . From the date hereof to the Closing Date, Seller will, as promptly as practicable, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Seller or the Target Companies pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, including but not limited to filings pursuant to the HSR Act; provided , that Buyer will have sole responsibility for initiating communication with the FTC or the DOJ. Buyer will have the right to review in advance, and to the extent practicable Seller will consult with Buyer, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with such filings; provided , that Seller’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Seller, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Seller or the Target Companies, as may be required for Seller to consummate the transactions contemplated hereby. Seller shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the

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consummation of this transaction and shall keep Buyer apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from, any Governmental Authority and shall comply promptly with any such inquiry or request; provided , that Seller shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement.

(c) Other Actions . Seller will, and will cause the Target Companies to, coordinate and cooperate with Buyer in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Buyer in connection with the filings and other actions contemplated by Section 3.2.3.

3.2. Covenants of Buyer .

3.2.1. Public Announcements From the date hereof to the Closing Date, except as required by Applicable Law, Buyer shall not, and shall cause its Affiliates not to, make any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior consent of Seller, which will not be unreasonably withheld or delayed. The Buyer will cooperate with the Seller and the Target Companies to develop all public communications and make appropriate members of management available at presentations related to the transactions contemplated hereby as reasonably requested by Seller.

3.2.2. Further Actions.

(a) Generally . From the date hereof to the Closing Date, Buyer will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby.

(b) Filings, etc . From the date hereof to the Closing Date, Buyer will, as promptly as practicable, but in no event later than fifteen days following the date of this Agreement, file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by or on behalf of Buyer or its Affiliates pursuant to Applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby (the “ Requisite Regulatory Approvals ”), including but not limited to filings pursuant to the Change in Bank Control Act, the Colorado Revised Statutes, the HSR Act, or as required by the OCC, the FDIC, or any other Governmental Authority. The Seller will have the right to review in advance, and to the extent practicable Buyer will consult with the Seller, in each case subject to Applicable Laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals; provided , that Buyer’s 4(c) documents may be shared on an outside counsel basis only. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. From the date hereof to the Closing Date, Buyer, as promptly as practicable, will make, or cause to be made, all such other filings and submissions under any Applicable Law applicable to Buyer or its Affiliates and give such undertakings or otherwise use its reasonable best efforts

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as may be required for Buyer and its Affiliates to consummate the transactions contemplated hereby. Buyer shall use its commercially reasonable efforts to promptly obtain any clearance required pursuant to the HSR Act or any other Governmental Approvals for the consummation of this transaction and shall keep Seller apprised in all material respects of the status of any communications with, and any inquiries or requests for additional information from any Governmental Authority and shall comply promptly with any such inquiry or request; provided , that Buyer shall not be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets or to consent to any other structural or conduct remedy and shall have no obligation to contest, administratively or in court, any ruling, order or other action of any Governmental Authority respecting the transactions contemplated by this Agreement. Buyer shall be responsible for the payment of any filing fee under the HSR Act and any similar foreign antitrust fee (if required).

(c) Other Actions . Buyer will, and will cause its Affiliates to, coordinate and cooperate with Seller in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Seller in connection with the filings and other actions contemplated by Section 3.1.5.

3.2.3. Employee Benefit Matters.

(a) On or prior to the Closing Date Buyer shall offer employment to certain employees of each Target Company. In the event any such employees remain employees of such Target Company following the Closing (“ Target Employees ”), such employment shall be employment at will.

(b) With respect to the Target Employees, Buyer agrees: (i) to waive any limitations regarding pre-existing conditions, waiting periods and actively at work requirements under any new health benefit plan maintained by the Buyer (and/or any of its Affiliates) for the benefit of Target Employees to the extent su