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EXHIBIT A PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF ALLIANCE BANCORPORATION This Plan of Complete Liquidation and Dissolution (the "Plan") is for the purpose of effecting the complete liquidation and dissolution of Alliance Bancorporation (the "Company"), in accordance with the Corporation Laws of the State of Alaska. 1. Adoption of Plan. The Plan shall be submitted to the shareholders of the Company for adoption a t a meeting to be held for that purpose. The Plan shall become effective upon its adoption by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Common Stock of the Corporation. The date of such adoption shall be the Effective Date. 2. Cessation of Business. After the Effective Date, the 'Company shall not en gage in any business activities, except for the purpose of preserving the value of its assets, adjusting and winding up its business and affairs, and di stributing its assets in accordance with the Plan. The directors then in office and, at their pleasure, the officers, shall continue in office solely for that purpose. 3. Determination of Shareholders' Interests. The proportionate interests of the shareholders in the assets of the Company shall be fixed on the basis of the ownership of the outstanding shares of the Company on a record date(s) t o be determined by the Board of Directors at such time as the Company is able to make distributions to shareholders. 4. Reserve for Taxes and Expenses. As at the close of business on the Effective Date, the directors and officers shall set aside a reserve fund which in their judgment shall be sufficient to pay all unpaid state and federal income taxes, accounting and legal expenses and such other matured or contingent expenses (including, without limitation, cont ingent expenses in respect of directors' indemnification). Such reserve fund shall be held for the payment of such taxes and expenses in accordance herewith. Any amount remaining in the reserve fund after the payment of such taxes and expenses shall be distri buted to the shareholders in accordance with their respective interests in the Company. 5. Dissolution. The directors and officers shall execute and cause to be filed a Certificate of Election t o Windup and Dissolve and Articles of Dissolution of the Company in accordance with the Corporation Laws of the State of Alaska, as soon as is prac ticable. In addition to the execution and filing of the final income tax return of the Company, the directors and officers shal l execute and file, at such times as they deem necessary or proper, all other forms, returns, documents, instruments, and information required t o be filed by the Internal Revenue Service, Division of Commerce and Economic Development of the State of Alaska or other appropriat e regulatory or administrative agencies, by reason of the complete liquidation and dissolution of the Company. 6. Authorization for Necessary Acts. The directors and officers of the Company shall carry out and consummate the Plan, and shall have power to adopt all resolutions, execute all documents, and file all papers, and take all other action they deem necessary or desirable for the purpose of effecting the dissolution of the Company and the complete liquidation of its business, assets and affairs. ADOPTED this day of , 199 . Alliance Bancorporation 3/14/90