AMENDMENT NO. 2, dated as of March 26, 1996
(this "Amendment"), to the Rights Agreement, dated as of
November 21, 1988 (as amended by the Amendment thereto,
dated November 5, 1995, the "Rights Agreement"), between
First Interstate Bancorp, a Delaware corporation (the
"Company"), and First Interstate Bank, Ltd. (the "Rights
Agent").
WITNESSETH
WHEREAS, on November 21, 1988, the Board of
Directors of the Company authorized and declared a
dividend distribution of one Right for each Common Share
outstanding on the Record Date, each Right representing
the right to purchase one Common Share upon the terms and
subject to the conditions set forth in the Rights
Agreement;
WHEREAS, the Rights remain issued and
outstanding, and the Rights Agreement remains in effect
with respect thereto;
WHEREAS, no Person has become an Acquiring
Person, and no Distribution Date has occurred;
WHEREAS, Xxxxx Fargo & Company, a Delaware
corporation ("Xxxxx Fargo"), and the Company have entered
into an Agreement and Plan of Merger, dated January 23,
1996 (the "Merger Agreement"), pursuant to which the
Company will merge with and into Xxxxx Fargo; and
WHEREAS, in connection with the transactions
contemplated by the Merger Agreement, the Board of
Directors of the Company has approved this Amendment and
has directed the proper officers of the Company to take
all appropriate steps to amend the Rights Agreement, in
accordance with Section 27 thereof, as set forth herein;
NOW, THEREFORE, in consideration of the
premises and mutual agreements herein set forth, the
parties hereby agree as follows:
1. Amendment to Section 7(a)
Section 7(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) The registered holder of any Right
Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein)
in whole or in part at any time after the
Distribution Date upon surrender of the Right
Certificate, with the form of election to
purchase on the reverse side thereof duly
executed, to the Rights Agent at the principal
office of the Rights Agent, together with
payment of the Purchase Price for each Common
Share as to which the Rights are exercised, at
or prior to the earliest of (i) the close of
business on December 31, 1998 (the 'Final
Expiration Date'), (ii) the time at which the
Rights are redeemed as provided in Section 23
hereof (the 'Redemption Date'), (iii) the time
at which such Rights are exchanged as provided
in Section 24 hereof or (iv) the Effective Time
(as defined in the Agreement and Plan of
Merger, dated as of January 23, 1996, by and
between Xxxxx Fargo & Company and the Company,
as the same may be amended, modified or
supplemented from time to time), after which
time the Rights shall expire and this Agreement
shall be of no further force or effect."
2. Effectiveness. This Amendment shall take
effect immediately upon its execution. Except as amended
hereby, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
3. Defined Terms. Capitalized terms used but
not defined herein shall have the respective meanings
assigned to them in the Rights Agreement.
4. Governing Law. This Amendment shall be
deemed to be a contract made under the laws of the State
of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely
within such State.
5. Counterparts. This Amendment may be
executed in any number of counterparts, each of which
shall for all purposes be deemed to be an original and
all of which shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the day
and year first above written.
FIRST INTERSTATE BANCORP
Attest:
By:/s/ Xxxxxxxx X. Xxxxxx, Xx.
By:/s/ Xxx X. Xxxxx Name: Xxxxxxxx X. Xxxxxx, Xx.
Name: Xxx X. Xxxxx Title: Executive Vice President
Title: Assistant Secretary and Treasurer
FIRST INTERSTATE BANK
OF CALIFORNIA, as successor in
interest to First Interstate
Bank, Ltd.
Attest:
By:/s/ Xxxxxx X. Lug
By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Lug
Name: Xxxxxx X. Xxxxxxx Title: Vice President
Title: Secretary
