1 EXHIBIT 1.1 PURCHASE AGREEMENT 2 Exhibit 1.1 FIRST SECURITY CAPITAL I 8.41% SUBORDINATED CAPITAL INCOME SECURITIES PURCHASE AGREEMENTPurchase Agreement • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks • New York
1 Exhibit 4.5 GUARANTEE AGREEMENT FIRST SECURITY CAPITAL I DATED AS OF DECEMBER 23, 1996 TABLE OF CONTENTSGuarantee Agreement • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks • New York
AGREEMENTMerger Agreement • February 9th, 1999 • First Security Corp /Ut/ • State commercial banks • California
EXHIBIT 4.1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT AMENDMENT, dated as of October 27, 1998, to the Rights Agreement, dated as of August 28, 1989, as amended as of September 26, 1989 and May 18, 1993 (the "Rights Agreement"), between First Security...Rights Agreement • November 2nd, 1998 • First Security Corp /Ut/ • State commercial banks • Delaware
1 EXHIBIT 25.3 ---------------------------------------------------------------- ---------------- -------------------------------------------------------------- ------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549...Trust Indenture • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks
RecitalsRights Agreement • June 8th, 1999 • First Security Corp /Ut/ • State commercial banks • Delaware
1 2 3. TERM OF EMPLOYMENT. The Employee shall have the right to terminate employment at any time. The Employer shall have the right to terminate the Employee's employment at any time with or without cause. Any such termination of employment under this...Employment Agreement • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks • Utah
1 EXHIBIT 99.3 FORM OF EXCHANGE AGENT AGREEMENT 2 FORM OF EXCHANGE AGENT AGREEMENT February , 1997 First Security Bank, N.A. Attention: Corporate Trust 3rd Floor 79 South Main Street Salt Lake City, Utah 84111 Ladies and Gentlemen: FIRST SECURITY...Exchange Agent Agreement • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks • Delaware
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT 2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of December 23, 1996Registration Rights Agreement • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks • New York
EXHIBIT 1(a) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 1998 • First Security Corp /Ut/ • State commercial banks
EXHIBIT 4 MERGER AGREEMENTMerger Agreement • June 4th, 1997 • First Security Corp /Ut/ • State commercial banks • Utah
Exhibit 4.1 =================================================================== ============= FIRST SECURITY BANK, N.A. AS SELLER AND SERVICER, AND BANKERS TRUST COMPANY AS TRUSTEE ON BEHALF OF THE CERTIFICATEHOLDERS AND AS COLLATERAL AGENT POOLING...Pooling and Servicing Agreement • April 8th, 1997 • First Security Corp /Ut/ • State commercial banks • New York
EXHIBIT 4.2 SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • November 2nd, 1998 • First Security Corp /Ut/ • State commercial banks • Delaware
FIRST SECURITY AUTO GRANTOR TRUST 1997-A 6.30% ASSET BACKED CERTIFICATES, CLASS A 6.50% ASSET BACKED CERTIFICATES, CLASS B FIRST SECURITY BANK, N.A. (Seller and Servicer) UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 1997 • First Security Corp /Ut/ • State commercial banks
COMMON STOCK WARRANT AGREEMENT dated as of July 9, 1998Common Stock Warrant Agreement • July 10th, 1998 • First Security Corp /Ut/ • State commercial banks • New York
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between First Security Corporation, a Utah corporation (the "Company"), and J. Pat McMurray (the "Executive"), dated as of 2nd day of February, 1998. The Board of Directors of the Company (the...Change of Control Employment Agreement • March 27th, 1998 • First Security Corp /Ut/ • State commercial banks
1 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS AGREEMENT, entered into pursuant to authority of a resolution of the Compensation Committee on the 16th day of October, 1996, effective as of the 16th day of October, 1996, between First Security Corporation...Employment Agreement • February 13th, 1997 • First Security Corp /Ut/ • State commercial banks • Utah
RECITALSStock Option Agreement • May 15th, 2000 • First Security Corp /Ut/ • State commercial banks • Delaware
EXHIBIT 4Agreement and Plan of Reorganization • June 20th, 1997 • First Security Corp /Ut/ • State commercial banks
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • May 15th, 2000 • First Security Corp /Ut/ • State commercial banks • Delaware
Ex. 10.9. Employment Agreement between FSCO and Mark D. Howell: Employment Agreement THIS AGREEMENT, entered into pursuant to authority of a resolution of the Executive Committee on the 19th day of December, 1995, effective as of the 11th day of...Employment Agreement • March 27th, 1996 • First Security Corp /Ut/ • State commercial banks • Utah
1 EXHIBIT 99(3) May __, 1999 Dear Option Holder of XEON Financial Corp. As you may be aware, XEON Financial Corp. ("XEON") and First Security Corporation ("First Security") have agreed to merge XEON with and into First Security, subject to certain...Merger Agreement • April 21st, 1999 • First Security Corp /Ut/ • State commercial banks
RecitalsSuccessor Rights Agreement • June 8th, 1999 • First Security Corp /Ut/ • State commercial banks • Delaware
RECITALSStock Option Agreement • June 18th, 1999 • First Security Corp /Ut/ • State commercial banks • Utah
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between First Security Corporation, a Utah corporation (the "Company"), and David R. Golden (the "Executive"), dated as of the 19th day of January, 1999. The Board of Directors of the Company...Employment Agreement • March 29th, 1999 • First Security Corp /Ut/ • State commercial banks • Utah
