-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OY0fnYpAlalF3MB9QwT0BgjaNYWzWKgAqw/bhTCfjoXx7rzlxEeLFWLc1jgz9aj0 cW5Rfv8mq/MyZ0ma4vo+PA== 0000898430-96-004596.txt : 19961001 0000898430-96-004596.hdr.sgml : 19961001 ACCESSION NUMBER: 0000898430-96-004596 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960930 EFFECTIVENESS DATE: 19960930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLICORP HOLDINGS INC CENTRAL INDEX KEY: 0000849865 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770229483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13045 FILM NUMBER: 96636958 BUSINESS ADDRESS: STREET 1: 8405 N FRESNO ST STREET 2: THIRD FLR CITY: FRESNO STATE: CA ZIP: 93720 BUSINESS PHONE: 2094375705 MAIL ADDRESS: STREET 1: 8405 NORTH FRESNO ST CITY: FRESNO STATE: CA ZIP: 93720 S-8 1 FORM S-8 REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996 Registration No. 333-________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 VALLICORP HOLDINGS, INC. (Exact name of registrant as specified in its charter) DELAWARE 77-0229483 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8405 NORTH FRESNO STREET, FRESNO, CALIFORNIA 93720 (Address of Principal Executive Offices) (Zip Code) VALLICORP HOLDINGS, INC. 1996 AUBURN 1982 INCENTIVE CONTINUATION STOCK OPTION PLAN (Full title of the plan) E.L. HERBERT EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL VALLICORP HOLDINGS, INC. 8405 NORTH FRESNO STREET FRESNO, CALIFORNIA 93720 (209) 437-5705 (Name, address and telephone number, including area code, of agent for service) --------------------- CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED SHARE /(1)/ PRICE /(1)/ REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- Common Stock, par 28,373 $16.875 $478,795 $165.00 value one cent ($.01) per share............ ---------------------------------------------------------------------------------------------------------------
(1) This figure has been estimated solely for the purpose of determining the registration fee. The figure was calculated pursuant to Rule 457(c) using the average of the high and low prices for shares of the Company's Common Stock as reported on The Nasdaq Stock Market on September 25, 1996. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. - -------------------------------------------------------------------------------- This is page 1 of 36 pages. The Exhibit Index is located at page 11. 1 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission ("Commission") as part of this Form S-8 Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by ValliCorp Holdings, Inc. (Commission File No. 0-18202) (the "Company") with the Commission are incorporated herein by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. 2. The Company's Registration Statement under the Securities Act of 1933, as amended, No. 333-06411, which contains audited supplemental consolidated financial statements for the year ended December 31, 1995. 3. The Company's Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 1996 and June 30, 1996. 4. The Company's Reports on Form 8-K dated February 2, 1996, March 22, 1996 and March 27, 1996 and an Amendment No. 1 on Form 8-K/A to the Form 8-K bearing a Date of Report of February 2, 1996. 5. The description of the Common Stock contained in the Company's Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 on Form 8-K dated November 30, 1989, and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by 2 reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Company by E.L. Herbert, the Company's Executive Vice President, General Counsel and Secretary. As of September 1, 1996, Mr. Herbert beneficially owned an aggregate of 10,081 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- As permitted by Sections 102 and 145 of the Delaware General Corporation Law, the Registrant's certificate of incorporation eliminates a director's personal liability for monetary damages to the Registrant and its stockholders arising from a breach or alleged breach of a director's fiduciary duty, except: (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The effect of this provision in the certificate of incorporation is to eliminate the rights of the Registrant and its stockholders (through stockholders' derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior) except in situations described above. The directors and officers of the Registrant may be indemnified by the Registrant pursuant to the provisions of Article VIII of its Bylaws, which read as follows: SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative ("proceeding"), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was a director or executive officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or executive officer or in any other capacity while serving as a director or executive officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment 3 permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Bylaw or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article VIII, the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the corporation. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or executive officer of the Corporation in his or her capacity as a director or executive officer (and not in any other capacity in which service was or is rendered by such person while a director or executive officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or executive officer, to repay all amounts so advanced if it should be determined ultimately that such director or executive officer is not entitled to be indemnified under this Section or otherwise. For purposes of this Article VIII, "executive officer" shall mean the President, Secretary, Chief Financial Officer and any other officer who is so designated as such in a resolution of the Board of Directors that expressly refers to this Article. SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if such suit is not frivolous or brought in bad faith, the claimant shall be entitled to be paid also the expense of prosecuting such claim. In making such claim, the claimant shall have the burden of proving that the claimant has met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders), that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person in Section 1 and 2 shall not be exclusive of any other right which such persons may have or hereafter 4 acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors or otherwise. SECTION 4. INDEMNIFICATION CONTRACTS. The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than, those provided for in this Article VIII. SECTION 5. INSURANCE. The Corporation shall maintain insurance to the extent that it is reasonably available and the premium costs are not disproportionate to the amount of coverage provided, at its expense, to protect itself and any such director or executive officer of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. SECTION 6. EFFECT OF AMENDMENT. Any amendment, repeal or modification of any provision of this Article VIII by the shareholders and the directors of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification. SECTION 7. SETTLEMENT OF CLAIMS. The Corporation shall not be liable to indemnify any director or executive officer under this Article VIII: (i) for any amounts paid in settlement of any action or claim effected without the Corporation's written consent, which consent shall not be unreasonably withheld; or (ii) for any judicial award, if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action. SECTION 8. SUBROGATION. In the event of payment under this Article VIII, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified party who shall execute all papers required and shall do everything that may be necessary to secure such rights, including, without limitation, the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights. SECTION 9. NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under this Article VIII to make any payment in connection with any claim made against the director or executive officer to the extent such director or executive officer has otherwise actually received payment (under any insurance policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable hereunder. The Registrant's Bylaws provide for indemnification of legal representatives, directors and executive officers of the Registrant or persons serving at the request of the 5 Registrant as a director, officer or employee of another corporation, or a partnership, joint venture, trust or other enterprise, including service with respect to employee benefits (an "Indemnitee"). Under the Bylaws, the Registrant must indemnify an Indemnitee to the fullest extent permitted by Delaware law for losses and expenses incurred in connection with actions in which the Indemnitee is involved by reason of having been an Indemnitee of the Registrant. The Registrant is also obligated to advance expenses an Indemnitee may incur in connection with such actions before any resolution of the action and the Indemnitee may sue to enforce his or her right to indemnification or advancement of expenses. The Registrant also maintains an insurance policy insuring its directors and executive officers against liability for certain acts and omissions while acting in their official capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not applicable. ITEM 8. EXHIBITS. -------- The following exhibits have been filed (except where otherwise indicated) as part of this Registration Statement.
EXHIBIT NO. EXHIBIT ----------- ------- (4) ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan (5) Opinion of E.L. Herbert, Esq. as to validity of securities registered (23.1) Consent of Deloitte & Touche LLP, independent auditors for the Registrant (23.2) Consent of Ernst & Young LLP, former independent auditors for the Registrant (23.3) Consent of Price Waterhouse LLP, independent auditors of Mineral King Bancorp, Inc., previously merged into the Registrant (23.4) Consent of Grant Thornton LLP, independent auditors for El Capitan Bancshares, Inc., previously merged into the Registrant
6 (23.5) Consent of E.L. Herbert, Esq. regarding original opinion (contained in Exhibit 5) (24) Power of Attorney
ITEM 9. UNDERTAKINGS. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and each filing of the Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefor, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 7 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fresno, State of California, on this 27th day of September, 1996. VALLICORP HOLDINGS, INC. (Registrant) By: /s/ ------------------------------------- J. MIKE McGOWAN, Chairman/Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Chairman of the Board of September 27, 1996 - --------------------------------------- Directors/Chief Executive J. MIKE McGOWAN Officer (Principal Executive Officer) and Director /s/ Executive Vice President/ September 27, 1996 - --------------------------------------- Chief Financial Officer WOLFGANG T.N. MUELLECK (Principal Financial and Accounting Officer) /s/ Vice Chairman of the Board September 27, 1996 - ---------------------------------------- and Director PATRICK J. MON PERE /s/ Director September 27, 1996 - ----------------------------------------- WILLIAM A. BENNEYAN
9 - ----------------------------------------- Director September 27, 1996 LOUIS H. HERWALDT /s/ Director September 27, 1996 - ----------------------------------------- LORENZO TONY ORTEGA, Ph.D. /s/ President/Chief Operating September 27, 1996 - ----------------------------------------- Officer and Director STEVEN C. PUMPHREY /s/ Director September 27, 1996 - ----------------------------------------- V. EUGENE ROSS /s/ Director September 27, 1996 - ----------------------------------------- MICHAEL J. RYAN, JR. Director September 27, 1996 - ----------------------------------------- JERRY K. STANNERS /s/ Director September 27, 1996 - ------------------------------------------ CHARLES L. TINGEY
* J. MIKE McGOWAN hereby signs this Registration Statement on September 27, 1996, on behalf of each of the persons so indicated for whom he is attorney- in-fact pursuant to a power of attorney filed herewith, which persons constituted a majority of the members of the Registrant's Board of Directors. /s/ ------------------------------------- J. MIKE McGOWAN 10 EXHIBIT INDEX -------------
Exhibit No. Exhibit ----------- ------- (4) ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan (5) Opinion of E.L. Herbert, Esq. as to validity of securities registered (23.1) Consent of Deloitte & Touche LLP, independent auditors for the Registrant (23.2) Consent of Ernst & Young LLP, former independent auditors for the Registrant (23.3) Consent of Price Waterhouse LLP, independent auditors of Mineral King Bancorp, Inc., previously merged into the Registrant (23.4) Consent of Grant Thornton LLP, independent auditors for El Capitan Bancshares, Inc., previously merged into the Registrant (23.5) Consent of E.L. Herbert, Esq. regarding original opinion (contained in Exhibit 5) (24) Power of Attorney
11 EX-4 2 1996 AUBURN 1982 INCENTIVE CONTINUATION SOP EXHIBIT 4 VALLICORP HOLDINGS, INC. 1996 AUBURN 1982 INCENTIVE CONTINUATION STOCK OPTION PLAN 1. Background. ---------- (a) ValliCorp Holdings, Inc. (the "Company") and Auburn Bancorp ("Auburn") entered into an Agreement and Plan of Reorganization dated as of March 27, 1996 (the "Merger Agreement"), which provides for the merger (the "Merger") of Auburn with and into the Company. (b) Section 7.10 of the Merger Agreement provides, in its entirety, as follows: "7.10 Stock Options. ------------- (a) At and as of the Effective Time, ValliCorp shall assume each and every outstanding option to purchase shares of Auburn Common Stock ("Auburn Stock Option") and all obligations of Auburn under the Auburn Stock Plans. Each and every Auburn Stock Option so assumed by ValliCorp under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Auburn Stock Plans immediately prior to the Effective Time, except that: (i) such Auburn Stock Option shall be exercisable for that number of whole shares of ValliCorp Common Stock equal to the product of (A) the number of shares of Auburn Common Stock that were purchasable under such Auburn Stock Option immediately prior to the Effective Time multiplied by (B) the Conversion Ratio, rounded down to the nearest whole number of shares of ValliCorp Common Stock; and (ii) the per share exercise price for the shares of ValliCorp Common Stock issuable upon exercise of such Auburn Stock Option shall be equal to the quotient determined by dividing 1 (A) the exercise price per share of Auburn Common Stock at which such Auburn Stock Option was exercisable immediately prior to the Effective Time by (B) the Conversion Ratio. At the Effective Time, ValliCorp shall issue to each holder of an outstanding Auburn Stock Option a document evidencing the assumption of such Auburn Stock Option by ValliCorp pursuant to this Section 7.10. (b) ValliCorp shall comply with the terms of the Auburn Stock Plans and insure, to the extent required by, and subject to the provisions of, such Plans, that Auburn Stock Options which qualify as incentive stock options prior to the Effective Time qualify as incentive stock options of ValliCorp after the Effective Time. (c) At or prior to the Effective Time, ValliCorp shall take all corporate action necessary to reserve for issuance a sufficient number of shares of ValliCorp Common Stock for delivery upon exercise of Auburn Stock Options assumed by it in accordance with this Section 7.10. At the Effective Time, or as soon as practicable thereafter, ValliCorp shall file a registration statement on Form S-4 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form with respect to the shares of ValliCorp Common Stock subject to such options and shall use all reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding." (c) The term "Effective Time", as used herein, shall mean the effective time of the Merger as such term is defined in 2 the Merger Agreement. The Effective Time occurred or is anticipated to occur on or about September 13, 1996. (d) As of the Effective Time, there were options for 34,565 shares of common stock, no par value ("Auburn Common Stock"), of Auburn ("Auburn Stock Options") outstanding under the Auburn Bancorp 1982 Incentive Stock Option Plan (the "Auburn Plan"). (e) By way of this ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan (the "Plan"), the Company is assuming the Auburn Plan as of the Effective Time, with modifications to (i) reflect the substitution of the Company for Auburn, (ii) reflect that the options to purchase stock will be options to purchase the Common Stock, par value one cent ($.01) per share, of the Company ("Company Common Stock") with appropriate adjustment for the Conversion Ratio determined according to the Merger Agreement, (iii) reduce the number of shares available for distribution under the Plan to the number of shares subject to outstanding Auburn Stock Options as of the Effective Time, and (iv) make other appropriate revisions to the Auburn Plan not inconsistent with the provisions of the Merger Agreement. (f) The Plan has expired, with the effect that no additional options may be granted under it. The Plan will, however, continue to govern options outstanding at the Effective Time and assumed by the Company. 2. Purpose. ------- The purpose of the Plan is to strengthen the Company and those corporations which are or hereafter become subsidiary corporations of the Company by providing an additional means of attracting and retaining competent managerial personnel and by providing to participating officers and management level employees added incentive for high levels of performance and for unusual efforts to increase the earnings of the Company and any subsidiary corporations. The Plan seeks to accomplish these purposes and achieve these results by providing a means whereby such officers and management level employees may purchase shares of the common stock of the Company pursuant to options granted in accordance with this Plan. 3 3. Administration. -------------- This Plan shall be administered by a committee (the "Stock Option Committee") consisting of certain members of the Board of Directors who from time to time shall be selected by the Board; provided, however, none of the members of the Stock Option Committee may receive Options under the Plan. Any action of the Stock Option Committee with respect to the administration of the Plan shall be taken pursuant to a majority vote, or to the unanimous written consent, of its members. If no Stock Option Committee is selected, the Board of Directors as a whole, except for members who have been or are to be granted Options under the Plan, shall act as such Committee. Vacancies occurring in the membership of the Committee shall be filled by appointment by the Board of Directors. Subject to the express provisions of the Plan, the Stock Option Committee shall have the authority to construe and interpret the Plan, and to define the terms used therein, to prescribe, amend and rescind rules and regulations relating to administration of the Plan, to determine the duration and purposes of leaves of absence which may be granted to participants without constituting a termination of employment for purposes of the Plan, and to make all other determinations necessary or advisable for administration of the Plan. Determinations of the Stock Option Committee on matters referred to in this section shall be final and conclusive. 4. Incentive Stock Options. ----------------------- Options granted under this Plan are intended to be qualified under Section 422 of the Internal Revenue Code, as amended from time to time (the "Code"). Each stock option agreement shall contain such terms and provisions as the Stock Option Committee may determine to be necessary in order to qualify such option as an incentive stock option within the meaning of Section 422 of the Code. 5. Participation. ------------- Full-time salaried officers and management level employees of the Company or of a subsidiary corporation (as that term is defined in Section 424(f) of the Code), shall be eligible for 4 selection to participate in the Plan. No director of the Company who is not also a full-time salaried officer or employee of the Company or a subsidiary corporation, may be granted an Option hereunder. Subject to the express provisions of the Plan, the Stock Option Committee shall select from the eligible class of employees and make recommendations to the Board of Directors concerning the individuals to whom Options shall be granted, the terms and provisions of the respective Option agreements (which need not be identical), the times at which such Options shall be granted, and the number of shares subject to each Option. An individual who has been granted an Option may, if he or she is otherwise eligible, be granted additional Options if the Board of Directors shall so determine. The Board of Directors shall determine the individuals who shall receive Options and the terms and provisions of the Options, and shall grant such Options to such individuals. Notwithstanding the above, however, the Board of Directors may delegate to the Stock Option Committee the power to determine the individuals who shall receive Options, the terms and provisions of such Options, and to grant Options to such individuals. No officer or management level employee of the Company or of a subsidiary corporation (as defined in Section 424(f) of the Code) shall be granted an Option under this Plan, if such person at the time of the grant owns more than 10 percent of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation (as defined in Section 422 of the Code); however, such person may be granted an Option under this Plan provided that at the time of the grant of the Option, the Option price is at least 110 percent of the fair market value of the stock subject to the Option and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. 6. Stock Subject to the Plan. ------------------------- Subject to adjustments as provided in Section 15 hereof, the stock to be offered under the Plan shall be shares of the Company's authorized but unissued Common Stock or Treasury Common Stock (hereinafter called "stock") and the aggregate amount of stock to be delivered upon exercise of all Options granted under the Plan shall not exceed 28,373 shares. If any Option shall 5 expire for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan. 7. Annual Limit on Stock Options. ----------------------------- The aggregate fair market value (determined as of the time the option is granted) of stock for which the participant may be granted options in any calendar year (under all such plans of the Company and its parent and subsidiary corporation) shall not exceed $100,000 plus any unused limit carryover to such year as provided in Section 422 of the Code. 8. Option Price. ------------ The purchase price of stock subject to each Option shall be determined by the Board of Directors (or the Stock Option Committee if authorized), but shall not be less than one hundred percent (100%) of the fair market value of such stock at the time such Option is granted, except for officers or management level employees who at the time of the grant own more than 10 percent of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation (as defined in Section 422 of the Code), in which case, the purchase price of the stock shall not be less than 110 percent of the fair market value of such stock at the time such option is granted. The fair market value of such stock shall be determined in accordance with any reasonable valuation method, including the valuation methods described in Treasury Regulation Section 20.2031-2. The purchase price of any shares purchased shall be paid-in-full in cash at the time of each said purchase. 9. Continuation of Employment. -------------------------- Nothing contained in the Plan (or in any option agreement) shall obligate the Company or any subsidiary corporation to employ any option holder ("optionee") for any period or interfere in any way with the right of the Company or a subsidiary corporation to reduce the optionee's compensation. 6 10. Exercise of Options. ------------------- No option shall be exercisable during the first year after the time such Option is granted and no Option shall be exercisable until all necessary regulatory and shareholder approvals are obtained. Each Option shall be exercisable in such installments, which need not be equal, and upon such contingencies as the Board of Directors (or the Stock Option Committee, if authorized) shall determine; provided, however, that if an optionee shall not in any given installment period purchase all of the shares which the optionee is entitled to purchase in such installment period, the optionee's right to purchase any shares not purchased in such installment period shall continue until expiration of such Option. No Option or installment thereof shall be exercisable except with respect to whole shares and fractional share interests shall be disregarded, except that they may be accumulated. Not less than ten (10) shares may be purchased at one time unless the number purchased is the total number which may be purchased under the Option. Options may be exercised by written notice to the Company stating the number of shares with respect to which the option is being exercised. Payment of the option price in full for the number of shares to be delivered must be made in cash. Optionees will have no rights as stockholders with respect to stock of the Company subject to their Stock Option Agreements until the date of issuance of stock certificates to them. No Option granted under this Plan shall be exercisable while there is outstanding any incentive Stock Option (as defined in Section 422 of the Code) which was granted before the granting of any later Incentive Stock Option (with respect to the same optionee) to purchase stock in the Company or a corporation which (at the time of granting of such option) is a parent or subsidiary corporation of the Company, or is a predecessor of any such corporation, including the Company. 11. Non-transferability of Options. ------------------------------ Each Option shall, by its terms, be non-transferable by the optionee other than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by the optionee. 7 12. Cessation of Employment. ----------------------- Except as provided in Sections 13 and 23 hereof, if an optionee ceases to be employed by the Company or a subsidiary corporation for any reason other than his disability (as defined in Section 22(e)(3) of the Code) or death, the optionee's Option shall expire not later than three (3) months thereafter. During the period after cessation of employment, such Option shall be exercisable only as to those installments, if any, which have accrued and/or vested as of the date on which the optionee ceased to be employed by the Company or a subsidiary corporation. 13. Termination of Employment for Cause. ----------------------------------- If the Stock Option Agreement so provides and if an optionee's employment by the Company or a subsidiary corporation is terminated for cause, the optionee's Option shall expire immediately; provided, however, the Board of Directors may, in its sole discretion, within thirty (30) days of such termination, reinstate the Option by giving written notice of such reinstatement to the optionee at the optionee's last known address. In the event of reinstatement, the optionee may exercise the Option only to such extent, for such time, and upon such terms and conditions as if he had ceased to be employed by the Company or a subsidiary corporation upon the date of such termination for a reason other than cause or death. Termination for cause shall include termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith or any conduct detrimental to the interests of the Company or a subsidiary corporation, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive. 14. Disability or Death of Optionee. ------------------------------- If any optionee dies while employed by the Company or a subsidiary corporation, or during the three-month period referred to in Section 12 hereof, the Option shall expire one (1) year after the date of such death, except as provided in Section 23 hereof. After such death but before such expiration, the persons to whom the optionee's rights under the Option shall have passed by will or by the applicable laws of descent and distribution or the executor or administrator of Optionee's estate shall have the 8 right to exercise such Option to the extent that installments, if any, had accrued and/or vested as of the date on which the optionee ceased to be employed by the Company or a subsidiary corporation. If the optionee shall terminate employment because of disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1954, as amended from time to time), the optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time within 12 months of the date of termination, but in no event later than the expiration date in the Option Agreement. 15. Adjustment Upon Changes in Capitalization. ----------------------------------------- If the outstanding shares of the stock of the Company are increased, decreased, or changed into, or exchanged for a different number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock split-up, stock dividend, stock consolidation, or otherwise, without consideration to the Company, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which Options may be granted. A corresponding adjustment changing the number or kind of shares and the exercise price per share allocated to unexercised Options, or portions thereof, which shall have been granted prior to any such change shall likewise be made. Any such adjustment, however, in an outstanding Option shall be made without change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share subject to the Option. Any adjustment under this section shall be made by the Board of Directors, whose determination as to what adjustments shall be made, and the extent thereof, shall be final and conclusive. No fractional shares of stock shall be issued or made available under the Plan on account of any such adjustment and fractional share interests shall be disregarded except that they may be accumulated. 16. Terminating Events. ------------------ Upon dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations, the result of which the Company is not the 9 surviving corporation, or upon a sale of substantially all the assets of the Company to another corporation, the Plan shall terminate. However, prior to termination optionees shall have the right to exercise their options as to all shares granted them that have not been previously exercised, unless the Company has made special provision in the Employment Agreement of employees who have been granted an Option, or provision is made in connection with such transaction for assumption of Options theretofore granted, or substitution for such Options of new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, solely at the discretion of such successor corporation or parent or subsidiary corporation with appropriate adjustments as to number and kind of shares and prices. Nothing in this section shall prohibit optionees from otherwise exercising their vested options prior to the terminating events as discussed above. Adjustments under this section shall be made by the Board of Directors, whose determination as to what adjustments shall be made, and the extent thereof, shall be final and conclusive. No fractional shares of stock shall be issued under the Plan on account of any such adjustment and all calculations of the number of shares to be available under the Plan or any option shall be rounded down by ignoring the fraction. 17. Amendment and Termination. ------------------------- The Board of Directors of the Company may at any time suspend, amend, or terminate the Plan and may, with the consent of optionee, make such modification of the terms and conditions of the Option as it shall deem advisable; provided that, except as permitted under the provisions of Sections 15 or 16 hereof, no amendment or modification which would: (a) increase the maximum number of shares which may be purchased pursuant to Options granted under the Plan either in the aggregate or by an individual; (b) change the minimum option price; (c) increase the maximum term of Options provided for herein; or 10 (d) permit Options to be granted to anyone other than an officer or management level employee of the Company or a subsidiary corporation, may be adopted without the Company having first obtained any necessary regulatory approvals and any shareholder approvals required by law. No Option shall be granted during any suspension or after termination of the Plan. Amendment, suspension, or termination of the Plan shall not (except as otherwise provided in Section 16 hereof), without the consent of the optionee, alter or impair any rights or obligations under any Option theretofore granted. 18. Time of Granting Options. ------------------------ The time an Option is granted, sometimes referred to as the date of grant, shall be the day of the action of the Board of Directors (or action of the Stock Option Committee, if authorized) described in the second paragraph of Section 5 hereof; provided, however, that if appropriate resolutions of the Board of Directors (or the Stock Option Committee, if authorized) indicate that an Option is granted as of and on some future date, the time such Option is granted shall be such future date. If action by the Board of Directors (or the Stock Option Committee, if authorized) is taken by unanimous written consent of its members, the action of the Board of Directors (or the Stock Option Committee) shall be deemed to be at the time the last Board (or Stock Option Committee) member signs the consent. 19. Privileges of Stock Ownership; Securities Law Compliance; Notice of ------------------------------------------------------------------- Sale. - ---- No optionee shall be entitled to the privileges of stock ownership as to any shares of stock not actually issued and delivered. No shares shall be purchased upon the exercise of any option unless and until all then applicable requirements of any regulatory agencies having jurisdiction and all applicable requirements of any exchanges upon which stock of the Company may be listed, shall have been fully complied with. The optionee shall give the Company notice of any sale or disposition of any such shares not more than five (5) days after such sale or disposition. 11 20. Effective Date of the Plan. -------------------------- The amendments to the Auburn Plan incorporated within and to create this Plan shall become effective at the Effective Time. 21. Termination. ----------- Unless previously terminated by the Board of Directors, the Plan shall terminate at the close of business on a date ten (10) years from the earlier of the date of approval by the Company's outstanding shares or the date of adoption of this Plan. No Options shall be granted under the Plan thereafter, but such termination shall not affect any Option theretofore granted. The Plan has expired with respect to the granting of additional options. 22. Option Agreement. ---------------- Each Option shall be evidenced by a written Stock Option Agreement executed by the Company and the optionee and shall contain each of the provisions and agreements herein specifically required to be contained therein, and such other terms and conditions as are deemed desirable and are not inconsistent with the Plan. 23. Option Period. ------------- Each Option and all rights and obligations thereunder shall expire on such date as the Board of Directors (or the Stock Option Committee, if authorized) may determine, but not later than ten (10) years from the date such Option is granted, and shall be subject to earlier termination as provided elsewhere in the Plan. 24. Exculpation and Indemnification. ------------------------------- To the extent permitted by applicable law in effect from time to time, no member of the Board of Directors or Stock Option Committee shall be liable for any action or omission of any other member of the Board of Directors or Stock Option Committee nor for any act or omission on the member's own part, except the member's own willful misconduct or gross negligence. The Board of Directors of the Company and its subsidiary corporations shall 12 pay expenses incurred by, and satisfy a judgment or fine rendered or levied against, a present or former director or member of the Stock Option Committee in any action brought by a third party against such person (whether or not the Company is joined as a party defendant) to impose a liability or penalty on such person while a director or member of the Stock Option Committee arising with respect to the plan or administration thereof or out of membership on the Stock Option Committee or by the Company, or all or any combination of the preceding; provided the Board of Directors determines in good faith that such director or member was acting in good faith, within what such director or member reasonably believed to be the scope of his or her employment or authority and for a purpose which he or she reasonably believed to be in the best interests of the Company or its shareholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. This section does not apply to any action instituted or maintained in the right of the Company by a shareholder or holder of a voting trust certificate representing shares of the Company or any subsidiary corporation thereof. The provisions of this section shall apply to the estate, executor, administrator, heirs, legatees or devisees of a director or member of the Stock Option Committee, and the term "person" as used in this section shall include the estate, executor, administrator, heirs, legatees or devisees of such person. 25. Agreement and Representations of Optionee. ----------------------------------------- Unless the shares of stock covered by this Plan have been registered with the Securities and Exchange Commission, each optionee shall, by accepting an Option, represent and agree, for himself and his transferees by will or the laws of descent and distribution, that all stock will be acquired for investment and not for resale or distribution. Upon such exercise of any portion of an Option, the person entitled to exercise the same shall, upon request of the Company, furnish evidence satisfactory to the Company (including a written and signed representation) to the effect that the stock is being acquired in good faith for investment and not for resale or distribution. Such representation shall be identical to the form of the letter attached hereto as Exhibit "A". Furthermore, the Company, at its sole discretion, may take all reasonable steps, including 13 affixing the following legends on certificates embodying the shares: The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be sold, pledged, hypothecated or otherwise transferred or offered for sale in the absence of an effective registration statement with respect to them under the Act or a written opinion of counsel for the optionee which opinion shall be acceptable to counsel for ValliCorp Holdings, Inc. that registration is not required. to assure itself against any sale or distribution by the optionee which does not comply with this Plan or any federal or state securities laws. In the event that the optionee at any time contemplates the disposition of any of the stock (whether by sale, exchange, gift or other form of transfer), he will first notify the Company of such proposed disposition and will thereafter cooperate with the Company in complying with all applicable requirements of law which, in the opinion of the Company, must be satisfied prior to the making of such disposition. Before consummating such disposition, optionee agrees to provide to the Company an opinion of optionee's counsel, of which both such opinion and such counsel shall be satisfactory to the Company, that such disposition will not result in a violation of any state or federal securities laws or regulations. The Company agrees to remove any legend affixed to the certificates embodying the shares pursuant to this Section 25 when all of the restrictions on the transfer of the shares, whether imposed by this Plan or federal or state law, have terminated. 14 ADOPTION OF PLAN AND RESERVATION OF SHARES For valuable consideration, including the promises set forth and the consideration provided for in the Merger Agreement, as defined in the foregoing Plan, and effective as of the Effective Time described in the foregoing Plan and defined in the Merger Agreement, the undersigned Company does hereby adopt the foregoing Plan, does hereby reserve 28,373 shares of its Common Stock for issuance upon the exercise of options under the Plan, and agrees to notify its transfer agent of such reservation. Executed on September 13, 1996, in Fresno, California, effective as of the Effective Time set forth in the foregoing Plan. "Company" VALLICORP HOLDINGS, INC. By:/s/ ---------------------------- E.L. HERBERT Title: Executive Vice President, General Counsel and Secretary 15 EX-5 3 OPINION OF E.L. HERBERT EXHIBIT 5 September 13, 1996 VALLICORP HOLDINGS, INC. 8405 North Fresno Street Fresno, CA 93720 RE: VALLICORP HOLDINGS, INC. 1996 AUBURN 1982 INCENTIVE CONTINUATION STOCK OPTION PLAN - ISSUANCE OF SHARES Ladies and Gentlemen: This letter is written in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), for the purpose of registering an additional 28,373 shares (the "Shares") of common stock, $.01 par value (the "Common Stock"), of ValliCorp Holdings, Inc. (the "Company"), to be offered, sold and issued pursuant to ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan (the "Plan"). For purposes of rendering the opinion expressed below, I have examined and relied upon originals, or copies certified to my satisfaction, of such records, documents, certificates of public officials and officers of the Company, and other documents and instruments as I have deemed appropriate. In conducting my examination, I have assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to me by the Company. In rendering my opinion below, I have assumed, without investigation, that any certificate or other document on which I have relied that was given or dated earlier than the date of this letter continued to remain accurate insofar as relevant to such opinion, from such earlier date through and including the date of this letter. I have assumed, without investigation, that the certificates representing the Shares (the "Certificates"), when executed and delivered, will not deviate in substance or materially in form from the unexecuted specimen copy of the certificate examined by me. In addition, I have assumed, without investigation, the accuracy of the representations and statements as to factual matters made in the Registration Statement and in the prospectus to be delivered pursuant to Rule 428 under the Securities Act to each employee of the Company eligible to participate in the Plan (the "Prospectus"), and the accuracy of representations and statements as to factual matters made by the officers and employees of the Company and public officials. The opinion expressed below is subject, without investigation, to the following assumptions: A. The Registration Statement will become automatically effective on the day of the filing thereof with the Commission pursuant to Rule 462 under the Securities Act, and, together with any subsequent amendments thereto, will continue to remain effective under the Securities Act, throughout all periods relevant to the opinion expressed below. B. The Prospectus will fulfill, and, together with any subsequent amendments or supplements thereto, will continue to fulfill all of the requirements of the Securities Act, throughout all periods relevant to the opinion expressed below. C. The resolutions of the board of directors of the Company authorizing the adoption of the Plan, any amendment to the Plan, or the offer, sale and issuance of the Shares pursuant to the Plan (the "Authorizing Resolutions") will not be revoked or rescinded, and no amendment, modification, or other alteration of the Authorizing Resolutions will cause such resolutions, as amended, to deviate materially in substance from the provisions of the Authorizing Resolutions as in effect on the date hereof. D. All offers, sales and issuances of the Shares will be made in a manner (i) which complies with the terms, provisions and conditions described in the Prospectus and any amendments or supplements to the Prospectus, and (ii) which is within the scope of the Authorizing Resolutions. E. All offers, sales and issuances of the Shares will be made in accordance with the terms, provisions and conditions of the Plan, and the Certificates will be duly executed on behalf of the Company by its Chief Executive Officer and Secretary, and delivered in accordance with the Plan. F. All offers, sales and issuances of the Shares will comply with the securities laws of the states having jurisdiction thereover. G. At all times relevant to the opinion set forth below, the Company has been and will remain in good standing in Delaware and in each foreign jurisdiction where qualification is required. H. No subsequent amendment, modification or other alteration of the Plan, the Prospectus or the Registration Statement will cause the terms, provisions and conditions relating to the offer, sale and issuance of the Shares pursuant thereto to deviate materially in substance from said terms, provisions and conditions as described therein on the date hereof. I. The Shares will be issued for consideration having a value of not less than the par value of the Common Stock. The opinion expressed below is subject to the following qualifications: (a) The opinion expressed below is limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. (b) I disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. (c) The opinion expressed below is limited to the effect of the General Corporation Law of the State of Delaware; accordingly, no opinion is expressed with respect to the laws of any other jurisdiction, or the effect thereof, on the offer, sale or issuance of the Shares. Based upon and subject to the foregoing, I am of the opinion that the Shares, when issued as described below, will be validly issued, fully paid and nonassessable. * * * I hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. This opinion letter is rendered solely for your benefit in connection with the Registration Statement. Except as provided in this opinion letter, without my prior written consent, this opinion letter may not be: (i) relied upon by any other person or for any other purpose; (ii) quoted in whole or in part or otherwise referred to in any report or document; or (iii) furnished (the original or copies thereof) to any other person. Sincerely, E.L. Herbert Executive Vice President General Counsel EX-23.1 4 CONSENT OF DELOITTE & TOUCHE EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ValliCorp Holdings, Inc. on Form S-8 of our report dated June 17, 1996 (which includes an emphasis paragraph relating to the restatement of the supplemental consolidated financial statements for poolings of interests subsequent to the date of the historical financial statements and includes an explanatory paragraph referring to the 1994 change in method of accounting for securities) appearing in Registration Statement No. 333-06411 of Vallicorp Holdings, Inc. on Form S-4. Deloitte & Touche LLP September 25, 1996 EX-23.2 5 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS ------------------------------- We consent to the reference to our firm in the Registration Statement (Form S-8) pertaining to the ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan and to the incorporation by reference therein of our report dated January 18, 1994 with respect to the consolidated financial statements of ValliCorp Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ------------------------------ Ernst & Young LLP Los Angeles, California September 25, 1996 EX-23.3 6 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Form S-8 Registration Statement of ValliCorp Holdings, Inc. pertaining to its ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan of our report dated February 10, 1994, with respect to the consolidated financial statements of Mineral King Bancorp and its subsidiary which appears in the Annual Report on Form 10-K of ValliCorp Holdings, Inc. for the year ended December 31, 1995. PRICE WATERHOUSE LLP LOS ANGELES, CALIFORNIA SEPTEMBER 25, 1996 EX-23.4 7 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23.4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to ValliCorp Holdings, Inc. 1996 Auburn 1982 Incentive Continuation Stock Option Plan our report dated January 19, 1996 with respect to the consolidated financial statements of El Capitan Bancshares, Inc. and subsidiary for the year ended December 31, 1995 appearing in the ValliCorp Holdings, Inc.'s Amendment No. 1 on Form 8-K/A dated February 2, 1996. Grant Thornton LLP Stockton, California September 26, 1996 EX-24 8 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints each of J. MIKE McGOWAN, WOLFGANG T.N. MUELLECK and EDWIN L. HERBERT, as his true and lawful attorney and agent, with full power of substitution, to sign a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission relating to the 1996 Auburn 1982 Incentive Continuation Stock Option Plan of VALLICORP HOLDINGS, INC. (the "Company"), and the offering of shares of the Company's Common Stock and interests in the Plan in connection therewith, and to do any and all acts and things and to execute any and all instruments for him and in his name in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with such Registration Statement, including, specifically, but without limitation, power and authority to sign for each of the undersigned and in the capacities indicated below, any and all amendments (including post-effective amendments) to such Registration Statement on Form S- 8; and each of the undersigned hereby ratifies and confirms all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue of this Power of Attorney. Executed below by the following persons in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/ Chairman of the Board of August 15, 1996 - ---------------------- Directors, Chief Executive J. MIKE McGOWAN Officer and Director /s/ Vice Chairman of the Board August 15, 1996 - ---------------------- of Directors and Director PATRICK J. MON PERE /s/ Director August 15, 1996 - ---------------------- WILLIAM A. BENNEYAN - ---------------------- Director August 15, 1996 LOUIS H. HERWALDT
[SIGNATURES CONTINUED ON NEXT PAGE] 1 /s/ Director August 15, 1996 - ----------------------- LORENZO TONY ORTEGA /s/ President, Chief August 15, 1996 - ----------------------- Operating Officer STEVEN C. PUMPHREY and Director /s/ Director August 15, 1996 - ----------------------- V. EUGENE ROSS /s/ Director August 15, 1996 - ----------------------- MICHAEL J. RYAN, JR. Director August 15, 1996 - ---------------------- JERRY K. STANNERS /s/ Director August 15, 1996 - ---------------------- CHARLES L. TINGEY
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