SHAREHOLDERS' AGREEMENT
THIS AGREEMENT is made this 11th day of January, 1999, by and between
those individuals and entities listed on Exhibit A herein collectively
referred to as "Current Shareholders," and each singly referred to as a
"Current Shareholder," and FIRST INTERSTATE BANCSYSTEM, INC., a Montana
corporation, 000 Xxxxx 00xx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000, herein referred
to as the "Corporation."
W I T N E S S E T H :
A. The Current Shareholders own common stock of the Corporation as
indicated on Exhibit A, which stock, together with any additional stock
hereafter acquired by each Shareholder, as herein defined, is herein referred
to as the "Shares."
B. The Current Shareholders are the owners of a majority of the Shares
and desire the Shares to remain closely held in order to promote harmonious
management of the Corporation's affairs.
C. The parties are subject to a Shareholders' Agreement dated September
23, 1994 and amended September 7, 1995 which they now desire to terminate and
to replace with this Agreement restricting the sale or transfer of Shares.
NOW, THEREFORE, in consideration of the above facts and the Current
Shareholders' and the Corporation's mutual promises herein, the Current
Shareholders and the Corporation agree as follows:
1. TERMINATION OF PRIOR AGREEMENT. Upon execution of this Agreement by
all Current Shareholders and the Corporation, the Shareholders' Agreement
dated September 23, 1994 and amended September 7, 1995, shall be terminated.
2. DEFINITIONS. For purposes of this Agreement, the following terms
have the meanings indicated:
a. CHARITY: an organization described in Sections 170(c), 2055(a)
and 2522(a) of the Internal Revenue Code of 1986 and any amendments thereto.
b. CHARITY SHAREHOLDER: a Shareholder which is a Charity.
c. ELIGIBLE RECIPIENT: a lineal descendant of Xxxxx X. Xxxxx,
including descendant by adoption; a Spouse of a living lineal descendant of
Xxxxx X. Xxxxx; a Charity; or an Entity.
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d. ENTITY: a corporation, limited liability company, partnership,
or other entity in which, at the applicable time, each class of stock,
membership interest, partnership interest, or other ownership interest is one
hundred percent (100%) owned by Eligible Recipients.
e. NON-CHARITY ELIGIBLE RECIPIENT SHAREHOLDERS: all Shareholders
who are also Eligible Recipients except Charity Shareholders.
f. PLAN: the Savings and Profit Sharing Plan for the Employees
of the Corporation, as amended or supplemented from time to time, and any
successor or replacement plan.
g. REPRESENTATIVE: as established by a Shareholder, an
individual or entity holding shares in a fiduciary or trust capacity, or an
account, for the benefit of a Shareholder or an Eligible Recipient. The term
is subject to the restrictions of paragraph 4.
h. SHAREHOLDER: any holder of Shares governed by or received
pursuant to the terms of this Agreement, including Current Shareholders.
i. SPOUSE: a spouse by marriage through solemnization or
declaration and excluding a spouse by common law marriage.
3. RESTRICTION ON TRANSFER OR PLEDGE OF SHARES. Except as otherwise
provided in this Agreement or with the written consent of the Corporation, no
Shareholder shall transfer or permit to be transferred, whether voluntarily,
involuntarily or by operation of law, resulting from death or otherwise, any
or all of the Shares now owned or hereafter acquired by such Shareholder, and
any attempted transfer in violation of this Agreement shall be void. Subject
to encumbrances existing on the date of this Agreement, no Shareholder shall
encumber or use any Shares as security for a loan, except upon the written
consent of the Corporation.
4. PERMITTED TRANSFERS
4.1 PERMITTED TRANSFER DEFINED. A Shareholder may transfer or
permit the transfer of Shares to an Eligible Recipient or a Representative.
If the transferee is not otherwise a Shareholder, in order for the transfer
to be effective, transferor shall deliver a copy of this Agreement to
transferee and shall cause said transferee to sign an acknowledgment in the
form attached hereto as Exhibit B and shall deliver the signed acknowledgment
to the secretary of the Corporation within ten (10) days of the transfer;
provided, however, that if the transfer is to a Charity, all Shares
transferred to the Charity shall be subject to the then current
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shareholder agreement governing Shares held by Charities (the "Charity
Shareholder Agreement"), and shall no longer be subject to this Agreement.
Each Charity receiving Shares must execute the Charity Shareholder Agreement
or an acknowledgment of such shareholder agreement, as requested by the
Corporation. Notwithstanding the foregoing, the parties acknowledge that the
Board of Directors of the Corporation must approve the transfer of Shares to,
and may in the aggregate limit the number of Shares which can be transferred
to, the trustee of the Plan.
4.2 BOARD APPROVED TRANSFERS. Subject to approval of the Board of
Directors of the Corporation, a Shareholder may transfer or permit to be
transferred Shares to a then current officer, director (including advisory
directors), or employee of the Corporation or any of its subsidiaries or to
the trustee of the Plan, provided, however, that such Shares shall and must
become subject to the then current shareholder agreement governing Shares
held by officers, directors and employees of the Corporation and its
subsidiaries and shall no longer be subject to this Agreement, except that
such Shares transferred to and held by the trustee of the Plan shall not be
required to be restricted by any shareholder agreement. Each transferee of
Shares pursuant to this paragraph, except the trustee of the Plan, shall
execute the then current shareholder agreement.
5. PURCHASE OPTION UPON VOLUNTARY TRANSFER.
5.1 NOTICE OF TRANSFER. If a Shareholder intends to transfer any
Shares to any person other than the Corporation, an Eligible Recipient, a
Representative, or the intended recipient of a transfer approved pursuant to
paragraph 4.2 hereof, the Shareholder shall give written notice to the
Corporation and to each remaining Non-Charity Eligible Recipient Shareholder
of the intention to transfer Shares. The notice, in addition to stating the
intention to transfer Shares, shall state (i) the number of Shares to be
transferred, (ii) the name, business and residence address of the proposed
transferee, (iii) whether or not the transfer is for a valuable
consideration, and, if so, the amount of the consideration and the other
terms of the sale. If the transfer is a sale, at the request of the
Corporation or any remaining Non-Charity Eligible Recipient Shareholder, the
Shareholder intending to transfer Shares shall demonstrate to the reasonable
satisfaction of the Corporation or such remaining Non-Charity Eligible
Recipient Shareholders that the intended sale is bona fide.
5.2 PRIMARY OPTION TO PURCHASE. Within sixty (60) days after the
Corporation's receipt of the notice of intention to transfer Shares, the
Corporation may exercise an option to purchase all or any portion of the
Shares proposed to be transferred for the price and upon the terms herein
provided. The Corporation shall give written notice of its election, pursuant
to the option herein, to purchase all, some, or none of the Shares proposed
to be transferred to the Shareholder intending to
3
transfer the Shares and to each remaining Non-Charity Eligible Recipient
Shareholder within sixty (60) days after the Corporation's receipt of notice
of the intended transfer. If the Corporation does not exercise its option
to purchase all or any portion of such Shares, each remaining Non-Charity
Eligible Recipient Shareholder, within sixty (60) days after the date of the
Corporation's notice of election pursuant to the option herein, but not more
than one hundred twenty (120) days after the Shareholder's notice of intent
to transfer Shares, may exercise an option to purchase that proportion of
such unpurchased Shares which equals the proportion which the number of the
Shares owned by each such remaining Non-Charity Eligible Recipient
Shareholder at the time of the Corporation's receipt of said notice is of the
total number of the Shares then owned by all such remaining Non-Charity
Eligible Recipient Shareholders. The purchase option granted in this
paragraph is sometimes referred to herein as the "Primary Option."
5.3 SECONDARY OPTION TO PURCHASE. If neither the Corporation nor
a Non-Charity Eligible Recipient Shareholder exercises its, his or her
Primary Option to purchase all of the Shares, each other Non-Charity Eligible
Recipient Shareholder who is granted and who exercises a Primary Option may,
within thirty (30) days after the expiration of the one hundred twenty-day
option periods provided for in paragraph 5.2 exercise an option to purchase
the Shares with respect to which the Corporation or such Shareholder has
failed to exercise his or her Primary Option (hereinafter the "Option
Shares"). In the case of a single other Non-Charity Eligible Recipient
Shareholder, his or her option shall be to purchase all of the Option Shares.
In the case of two or more other Non-Charity Eligible Recipient
Shareholders, each such other Non-Charity Eligible Recipient Shareholder's
option shall be to purchase the number of the Option Shares which bears the
same proportion to the total number of the Option Shares as the number of
Shares owned by each such other Non-Charity Eligible Recipient Shareholder at
the time of the Corporation's receipt of the notice provided for in paragraph
5.2 bears to the total number of Shares then owned by all such other
Non-Charity Eligible Recipient Shareholders, provided that all such other
Non-Charity Eligible Recipient Shareholders may by agreement among themselves
determine the proportions in which some or all of their number may exercise
the option granted in this paragraph 5.3. The Purchase Option granted by
this paragraph is sometimes referred to herein as the "Secondary Option."
5.4 PARTIAL EXERCISE OF OPTIONS PROHIBITED. The Corporation and
the remaining Non-Charity Eligible Recipient Shareholders who are granted
Primary or Secondary Options to purchase Shares in paragraphs 5.2 and 5.3
must in the aggregate exercise their options to purchase all of the Shares
proposed to be transferred by the transferring Shareholder or forfeit their
options.
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6. PURCHASE OPTION UPON DEATH. Upon the death of:
a. a Shareholder who is an individual;
b. a Grantor of a trust holding Shares; or
c. an Owner of an Individual Retirement Account, which holds Shares.
if Shares are to be transferred to any person or entity other than the
Corporation, an Eligible Recipient, or a Representative, then within thirty
(30) days after death, written notice of the transfer shall be given to the
Corporation and the remaining Non-Charity Eligible Recipient Shareholders by
the following, as appropriate:
a. the personal representative of the Deceased Shareholder's estate;
b. the Trustee; or
c. the Custodian or Trustee of an Individual Retirement Account.
The Corporation or the remaining Non-Charity Eligible Recipient Shareholders
within one hundred twenty (120) days after the Corporation's receipt of
actual notice of the transfer in the case of a Primary Option, and within one
hundred fifty (150) days after such event in the case of a Secondary Option,
may exercise an option to purchase all but not less than all of the Shares so
transferred in the same manner and upon the same terms as provided in
paragraph 5 with respect to Shares to be transferred.
7. PURCHASE OPTION UPON INVOLUNTARY TRANSFER. If other than by reason
of a Shareholder's death, Shares are transferred by operation of law to any
person other than the Corporation, an Eligible Recipient or a Representative
(such as but not limited to a Shareholder's trustee in bankruptcy, a
purchaser at any creditor's or court sale, or the guardian or conservator of
an incompetent Shareholder), the Shareholder owning such Shares shall
immediately give written notice to the Corporation and to the remaining
Non-Charity Eligible Recipient Shareholders of such transfer. The
Corporation or the remaining Non-Charity Eligible Recipient Shareholders
within one hundred twenty (120) days of the Corporation's receipt of actual
notice of the transfer in the case of a Primary Option, and within one
hundred fifty (150) days of such event in the case of a Secondary Option, may
exercise an option to purchase all but not less than all of the Shares so
transferred in the same manner and upon the same terms as provided in
paragraph 5 with respect to Shares proposed to be transferred.
8. EXERCISE OF OPTION. The Corporation or Non-Charity Eligible
Recipient Shareholders shall exercise the Options
5
granted in paragraphs 5, 6, or 7 by delivering written notice of their
exercise of the option, within the times provided in said paragraphs, to the
Shareholder in the case of a paragraph 5 option, to the individuals indicated
in paragraph 6 in the case of a paragraph 6 option, to the transferee in the
case of a paragraph 7 option, and to the Corporation in all cases.
9. EFFECT OF NON-EXERCISE OF OPTIONS. If the purchase options granted
in paragraphs 5, 6, and 7 are forfeited or not exercised in compliance with
the terms of this Agreement, then the Shares to which the option applied
shall be unrestricted and no longer subject to the terms of this Agreement.
10. CHANGE OF ENTITY OWNERSHIP. If a Shareholder is an Entity:
a. any intended change in ownership of the Entity which will
result in the Entity no longer being an Eligible Recipient Shareholder, shall
constitute a transfer of Shares governed by paragraph 5;
b. any change in ownership of the Entity as a result of death
which results in the Entity no longer being an Eligible Recipient
Shareholder, shall constitute a transfer of Shares governed by paragraph 6;
c. any change in ownership of the Entity as a result of an
involuntary transfer that results in the Entity no longer being an Eligible
Recipient Shareholder, shall constitute a transfer of Shares governed by
paragraph 7.
11. PURCHASE OPTION FOR SHARES HELD BY CHARITY SHAREHOLDER. All Shares
transferred to or held by a Charity shall be subject to an option by the
Corporation to purchase any or all of such Shares at any time, as set forth
in the Charity Shareholder Agreement.
12. THE PURCHASE PRICE. The purchase price for each Share purchased
pursuant to any of the options granted in this Agreement shall be the
appraised value of a minority Share as stated in the most recent quarterly
appraisal of Shares available to the Corporation on the date of closing;
except, however, in the case of a purchase of Shares under paragraph 5 of
this Agreement, if the price, if any, offered by the proposed transferee is
less than the purchase price hereunder, the price offered by the proposed
transferee shall be the price of the Shares to be purchased under this
Agreement. The Corporation's Shares shall be appraised as of the last day of
each calendar quarter by an unaffiliated firm qualified to make such an
appraisal, as determined by the Corporation. The expense of determining the
appraised value shall be borne by the Corporation. An appraisal of the Shares
delivered to any department, division, or subsidiary of the Corporation may
be utilized under this paragraph.
6
The Corporation may, at its option, withhold any amount that the
Shareholder owes the Corporation or its subsidiaries from the amount of the
Purchase Price payable to Shareholder and apply said amount to such
indebtedness.
13. PAYMENT OF THE PURCHASE PRICE.
13.1 PAYMENT TERMS. The purchase price for Shares purchased
pursuant to any of the options granted in this Agreement shall be paid in
cash at closing; except, however, in the event of a sale to the Corporation,
the Corporation may elect to pay the purchase price in installments as
follows:
(a) 25% of the purchase price at the closing; and
(b) The balance of the purchase price in three (3) equal consecutive
annual amortized installments, including interest at a fixed
annual rate at the date of closing equal to the 5 year Treasury
Note rate at the date of closing, plus one percent, the first
installment to be paid one year after the closing, and the
remaining installments each year thereafter.
13.2 PROMISSORY NOTE ON DEFERRED PORTION. The deferred portion of
the purchase price, if any, shall be evidenced by the promissory note of the
Corporation made payable to the order of the selling party. The note shall
be unsecured and shall be in substantially the form of that set forth in
Exhibit C.
13.3 LIFE INSURANCE BENEFITS. Notwithstanding paragraph 13.1, if,
pursuant to paragraph 18 and Exhibit D herein, the Corporation is the owner
and beneficiary of insurance on the life of a deceased Shareholder from whose
estate the Corporation is purchasing Shares, an amount equal to the death
benefits payable to the beneficiary under the policy or policies shall be
paid by the Corporation in cash to the estate of the deceased Shareholder on
account of the purchase price of the Shares and only the balance, if any, may
be deferred as provided in paragraph 13.1. If the insurance proceeds exceed
the purchase price of the Shares, the excess shall be the property of the
Corporation.
14. THE CLOSING.
14.1 TIME AND PLACE. Unless otherwise agreed by the parties, the
closing of the sale and purchase of Shares, as provided in this Agreement,
shall take place at the general offices of the Corporation. In the case of a
purchase of Shares from a deceased Shareholder's estate under paragraph 6,
the closing shall take place within one hundred forty (140) days after death.
In the case of a purchase of Shares under
7
paragraphs 5, 7, or 11, the closing shall take place ten (10) days after the
delivery to the selling party of written notice by the purchasing party of
its exercise of the option to purchase the selling party's Shares.
14.2 DOCUMENTS. At the closing of the sale and purchase, the
selling and purchasing parties shall execute and immediately deliver to each
other the various documents which shall be required to carry out their
undertakings hereunder, including but not limited to the payment of cash, the
execution and delivery of notes and the assignment and delivery of stock
certificates free and clear of all taxes, debts, claims, judgments, liens or
encumbrances whatsoever.
15. LEGEND ON CERTIFICATES. All Shares now or hereafter owned by the
Shareholders shall be subject to the provisions of this Agreement and each
Shareholder, and his or her transferee or successor agrees that the
certificates representing same shall bear the following legend reciting the
existence of the Agreement:
The sale, transfer or encumbrance of Shares represented by this
certificate is subject to an agreement, restricting transfer or acquisition
of the shares. A copy of the agreement is on file in the office of the
secretary of the Corporation. Any transfer or acquisition in violation of
the agreement is null and void.
Upon the execution of this Agreement, the Current Shareholders shall
immediately temporarily surrender their stock certificates to the Corporation
and the Corporation shall cause the above legend to be placed thereupon
before returning the certificates.
16. REISSUED SHARES. The Corporation shall have the right to
substitute or reissue stock in exchange for the Shares in the event of
merger, consolidation, name change, sale, spin off or other corporate
reorganization as long as said corporate action does not result in the
Corporation's stock being publicly traded, in which event this Agreement
shall automatically terminate. Substituted or reissued stock shall be subject
to the terms of this Agreement.
17. TERMINATION.
17.1 EVENTS CAUSING TERMINATION. This Agreement and all
restrictions on stock transfers created hereby shall be effective as of the
date hereof and shall terminate on the occurrence of the bankruptcy,
receivership or dissolution of the Corporation, or on the execution of a
written instrument by the Corporation and the parties who then own Shares
subject to this Agreement which terminates the same.
17.2 SURVIVAL OF RIGHTS AND REMEDIES. The termination of this
Agreement for any reason shall not affect any right or
8
remedy existing hereunder prior to the effective date of termination hereof.
18. INSURANCE ON SHAREHOLDERS' LIVES. The Corporation may insure or
partially insure the purchase options stated in paragraph 6. The Corporation
has purchased and become the owner and beneficiary of insurance policies on
the lives of the Shareholders listed on Exhibit D hereto (the "Policies").
The Corporation shall be obligated to continue the Policies in force during
the term of this Agreement. If the Corporation fails to make premium
payments necessary to keep the Policies in force, the insured Shareholder
shall have the right to pay the premiums, and the Corporation shall be
obligated to reimburse such Shareholder on demand. All such payments by an
insured Shareholder shall bear interest at the maximum legal rate in effect
on the date of payment.
The Corporation may also purchase and become the owner and beneficiary of and
may, but shall not be obligated to continue in force, from time to time,
insurance policies on the lives of other Shareholders and additional policies
on the lives of those individuals listed in Exhibit D. Insurance proceeds
received by the Corporation pursuant to this paragraph shall not be subject
to the provisions of paragraph 13.3.
19. GENERAL PROVISIONS.
19.1 REMEDIES. The parties agree that they will not have an
adequate remedy at law for the breach of this Agreement because, among other
reasons, the Shares cannot readily be purchased or sold on the open market.
The parties shall have available for any breach of this Agreement the
remedies of specific performance and injunctive relief, together with all
other remedies at law or in equity. No waiver of, or forbearance to enforce
any right or provision hereof shall be binding unless in writing and signed
by the party to be bound, and no such waiver or forbearance in any instance
shall apply to any other instance or any other right or provision.
19.2 AMENDMENT. This Agreement shall not be modified, amended or
changed except by written document executed by the Corporation and by
Shareholders owning at least 80% of the Shares subject to this Agreement.
19.3 GOVERNING LAW. This Agreement shall be governed for all
purposes by the laws of the State of Montana.
19.4 SEVERABILITY. Each term and provision of this Agreement is
intended to be enforced to the maximum extent permitted by applicable law.
If any term or provision of this Agreement or the applicability thereof to
any person or circumstances, shall to any extent be invalid or unenforceable,
the remainder of this Agreement, or the application of such term or provision
to persons or circumstances other than those as to
9
which it is held invalid or unenforceable, shall not be affected thereby and
shall continue in full force and effect.
19.5 NOTICES. All notices provided for by this Agreement shall be
in writing and shall be given either: (1) by actual delivery of the notice
into the hands of the parties thereunto entitled; or (2) by mailing the
notice in the U.S. mail to the last known address of the party entitled
thereto, certified mail, return receipt requested. The notice shall be
deemed to be received in case (1) on the date of its actual receipt by a
party, and in case (2) on the date of its mailing. Any notice to be given by
a Shareholder shall be given on the form of notice attached hereto as Exhibit
E.
19.6 BINDING EFFECT. This Agreement is binding upon and inures to
the benefit of the Corporation and the Shareholders and their respective
heirs, personal representatives, successors and assigns, and the Shareholders
by the signing hereof direct his or her personal representatives to open
their estates promptly in the court of proper jurisdiction and execute,
procure and deliver all documents, including, but not limited to appropriate
orders of such court and estate and inheritance tax waivers, as shall be
required to effectuate the purposes of this Agreement.
19.7 TIME. Time shall be of the essence of this Agreement.
19.8 HEADINGS. The headings used herein are for convenience only,
and shall not be construed as a part of this Agreement or as a limitation on
the scope of the particular paragraphs to which they refer.
19.9 ENTIRE AGREEMENT. This Agreement contains the entire
agreement and understanding of the parties, and supersedes any and all prior
negotiations and understandings, and in particular supersedes the terms and
conditions of that certain Shareholders' Agreement dated September 23, 1994,
and amended September 7, 1995.
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19.10 COUNTERPART SIGNATURES. This Agreement may be executed in
counterparts which together shall constitute one original.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
on the date set forth on page 1.
FIRST INTERSTATE BANCSYSTEM,
INC.
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx, President
Attest:
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, Secretary
"CORPORATION"
XXX X. XXXXX TRUST
/s/ Xxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Xxx X. Xxxxx, Trustee
NBAR5 LIMITED PARTNERSHIP
/s/ Xxxxx Xxxxx Date October 29, 1998
--------------------------------- -------------------------
General Partner
NBAR5 A
/s/ Xxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Managing Partner
NBAR5 K
/s/ Xxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Managing Partner
11
NBAR5 O
/s/ Xxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Managing Partner
NBAR5 S
/s/ Xxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Managing Partner
NBAR5 T
/s/ Xxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Managing Partner
XXXXXX X. XXXXX TRUST
/s/ Xxxxxx X. Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Xxxxxx X. Xxxxx Trust, By First
Interstate - Wyoming, Trustee
For Xxxxxx X. Xxxxx
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Trustee
XXXXXXX XXXXX XXXXX TRUST
/s/ Xxxxxxx Xxxxx Xxxxx Date October 29, 1998
--------------------------------- -------------------------
Xxxxxxx Xxxxx Xxxxx Trust, as
Beneficial Owner, Xxxxxxx
Xxxxx Xxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
XXXXXXX X. XXXXX REVOCABLE TRUST
/s/ Xxxxxxx X. Xxxxx Date December 2, 1998
--------------------------------- -------------------------
Xxxxxxx X. Xxxxx as Trustee of
The Xxxxxxx X. Xxxxx Revocable
Trust dated 1/3/94
12
XXXXXX XXXX XXXXX TRUST
/s/ Xxxxxx Xxxx Xxxxx Date December 16, 1998
--------------------------------- -------------------------
Xxxxxx Xxxx Xxxxx Trust, by First
Interstate Bank - Wyoming, Co-
Trustees
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
By /s/ Xxxxx Xxxxx, Xx. Date December 16, 1998
--------------------------------- -------------------------
Chairman, First Interstate Bank,
Co-Trustee
XXXX XXX XXXXX XXXXXXXX TRUST
/s/ Xxxx Xxxxxxxx Date December 1, 1998
--------------------------------- -------------------------
Xxxx Xxx Xxxxx Xxxxxxxx, as
Beneficial Owner of Xxxx Xxx
Xxxxx Xxxxxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
By /s/ Xxxxx Xxxxx, Xx. Date December 16, 1998
--------------------------------- -------------------------
Chairman, First Interstate Bank,
Co-Trustee
XXXX XXX XXXXX XXXXX TRUST
/s/ Xxxxx X. Xxxxx, Xx. Date December 1, 1998
--------------------------------- -------------------------
Xxxxx X. Xxxxx, Xx., Co-Trustee
for Xxxx Xxx Xxxxx Xxxxx, by
First Interstate - Wyoming, Co-
Trustee under a trust agreement
Dated 7/30/78
By /s/ Xxxxxx X. Xxxxxxxx Date December 1, 1998
--------------------------------- -------------------------
Xxxxxx X. Xxxxxxxx
Vice President
13
RAE XXX XXXXX TRUST
/s/ Xxxxx X. Xxxxx, Xx. Date December 1, 1998
--------------------------------- -------------------------
Xxxxx X. Xxxxx, Xx., Co-Trustee
for Rae Xxx Xxxxx, by
First Interstate - Wyoming, Co-
Trustee under a trust agreement
Dated 9/18/80
By /s/ Xxxxxx X. Xxxxxxxx Date December 1, 1998
--------------------------------- -------------------------
Xxxxxx X. Xxxxxxxx
Vice President
XXXXX XXXXX, XX. TRUST
/s/ Xxxxx Xxxxx, Xx. Date November 4, 1998
--------------------------------- -------------------------
Xxxxx Xxxxx, Xx. as Beneficial
Owner of Xxxxx Xxxxx, Xx. Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
XXXXX XXXXX, XX. CHARITABLE
REMAINDER UNITRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 4, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
XXXXX X. XXXXX TRUST
/s/ Xxxxx X. Xxxxx Date November 5, 1998
--------------------------------- -------------------------
Xxxxx X. Xxxxx as Beneficial
Owner of Xxxxx X. Xxxxx Trust
under trust agreement dated
1/7/83
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
14
XXXXX XXXXXXXXX XXXXX XXXXX TRUST
/s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxx Date November 5, 1998
--------------------------------- -------------------------
Xxxxx Xxxxxxxxx Xxxxx Xxxxx as
Beneficial Owner of Xxxxx Xxxxxxxxx
Xxxxx Xxxxx Trust under trust
agreement dated 2/14/76
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank - Trustee
XXXXX XXXXXXXX XXXXX TRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
XXXXX XXXXXXX XXXXX TRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
XXXXXX XXXXXX XXXXX XXXXX TRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
XXXX X. XXXXX
By First Interstate Bank - Wyoming,
Custodian for Xxxx X. Xxxxx, Wugma
By /s/ Xxxxxx X. Xxxxxxxx Date November 4, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming
XXXXXX XXXXX XXXXX
By First Interstate Bank - Wyoming,
Custodian for Xxxxxx Xxxxx Xxxxx,
Wugma
By /s/ Xxxxxx X. Xxxxxxxx Date November 4, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming
15
BAYLEE XXX XXXXX SECTION 2503(c)
TRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 4, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
XXXXXXX XXXXXX XXXXX SECTION 2503(c)
TRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 4, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
BLAKE XXXXX XXXXX SECTION 2503(c)
TRUST
By /s/ Xxxxxx X. Xxxxxxxx Date November 4, 1998
--------------------------------- -------------------------
Vice President, First Interstate
Bank - Wyoming, Trustee
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx Date November 16, 1998
--------------------------------- -------------------------
Xxxxxx X. Xxxxx
XXXX XXXXX
/s/ Xxxx Xxxxx Date November 16, 1998
--------------------------------- -------------------------
Xxxx Xxxxx
XXXXX XXXXX XXXXXXXX TRUST
/s/ Xxxxx Xxxxx Xxxxxxxx Date November 18, 1998
--------------------------------- -------------------------
Xxxxx Xxxxx Xxxxxxxx as
Beneficial Owner, Xxxxx Xxxxx
Xxxxxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
16
XXXXXXXX X. XXXXX TRUST
/s/ Xxx X. Xxxxx Date October 29, 1998
--------------------------------- -------------------------
Xxxxxxxx Xxxxxx Xxxxx as
Beneficial Owner, Xxxxxxxx
Xxxxxx Xxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
XXXXX XXXXX XXXXXXXX REVOCABLE
TRUST
/s/ Xxxxx Xxxxx Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
Xxxxx Xxxxx Xxxxxxxx as
Beneficial Owner, Xxxxx Xxxxx
Xxxxxxxx Revocable Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Trustee
XXXXXXX INVESTMENTS LIMITED
PARTNERSHIP
/s/ Xxxx X. Xxxxxxxx, Xx. Date November 19, 1998
--------------------------------- -------------------------
Xxxxxxx Investments Limited
Partnership, Xxxx X. Heyenman,
Jr., Managing Partner
XXXX X. XXXXXXXX
/s/ Xxxx X. Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
Xxxx X. Xxxxxxxx
XXXX X. XXXXXXXX, XX. TRUST
/s/ Xxxx X. Xxxxxxxx, Xx. Date November 19, 1998
--------------------------------- -------------------------
Xxxx X. Xxxxxxxx, Xx., as
Beneficial Owner, Xxxx X.
Xxxxxxxx, Xx. Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
17
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Xxxxxx X. Xxxxxxxx
XXXXXX X. XXXXXXXX
CUSTODIAN FOR XXXXX XXXX
XXXXXXXX UNDER UTMA
By /s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Custodian for Xxxxx Xxxxxxxx
XXXXXX X. XXXXXXXX
CUSTODIAN FOR XXXXXXX
XXXXXXXX UNDER UTMA
By /s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Custodian for Xxxxxxx Xxxxxxxx
XXXXXX X. XXXXXXXX TRUST
/s/ Xxxxxx X. Xxxxxxxx Date November 5, 1998
--------------------------------- -------------------------
Xxxxxx Xxxxx Xxxxxxxx as
Beneficial Owner, Xxxxxx
Xxxxx Xxxxxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
XXXXXXX XXXXXXX XXXXXXXX
/s/ Xxxxxxx Xxxxxxx Xxxxxxxx Date November 19, 1998
--------------------------------- -------------------------
Xxxxxxx Xxxxxxx Xxxxxxxx
XXXXXXX XXXXXXX XXXXXXXX TRUST
/s/ Xxxxxxx Xxxxxxx Xxxxxxxx Date November 19, 1998
--------------------------------- -------------------------
Xxxxxxx Xxxxxxx Xxxxxxxx, as
Beneficial Owner, Xxxxxxx Xxxxxxx
Xxxxxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
18
ALEXANDER XXXX XXXXXXXX
/s/ Xxxxxxxxx Xxxx Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
Xxxxxxxxx Xxxx Xxxxxxxx
XXXXXXXXX XXXX XXXXXXXX TRUST
/s/ Alexander Xxxx Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
Alexander Xxxx Xxxxxxxx, as
Beneficial Owner, Alexander
Xxxx Xxxxxxxx Trust
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank, Co-Trustee
ALEXANDER XXXX XXXXXXXX
CUSTODIAN, ALEXANDER XXXX
XXXXXXXX, XX. UNDER UTMA
By /s/ Alexander Xxxx Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
ALEXANDER XXXX XXXXXXXX
CUSTODIAN, XXXXXXX XXXXXXXX
UNDER UTMA
By /s/ Alexander Xxxx Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
ALEXANDER XXXX XXXXXXXX
CUSTODIAN, XXXXXX XXXXXXXX
UNDER UTMA
By /s/ Alexander Xxxx Xxxxxxxx Date November 1, 1998
--------------------------------- -------------------------
H. C. XXXX XXXXXXX
/s/ X. X. Xxxx Xxxxxxx Date November 4, 1998
--------------------------------- -------------------------
H. C. Xxxx Xxxxxxx
19
XXXXX X. XXXXX, CONSERVATOR
ESTATE OF XXXXX X. XXXXXXXX
By /s/ Xxxxx X. Xxxxx Date November 15, 1998
--------------------------------- -------------------------
Xxxxx X. Xxxxx
By /s/ Xxxx Xxxxxxx Date December 16, 1998
--------------------------------- -------------------------
Senior Vice President, First
Interstate Bank as Co-Trustee for
The Xxxxx X. Xxxxxxxx Trust
XXXXX X. XXXXX TRUST
/s/ Xxxxx X. Xxxxx Date November 15, 1998
--------------------------------- -------------------------
Xxxxx X. Xxxxx as Beneficial
Owner, Xxxxx X. Xxxxx Trust
J. S. INVESTMENTS LIMITED
PARTNERSHIP
/s/ Xxxxx X. Xxxxx Date November 15, 1998
--------------------------------- -------------------------
J. S. Investments Limited
Partnership by Xxxxx X. Xxxxx,
General Partner
XXXXX XXXXX, XX.
/s/ Xxxxx Xxxxx, Xx. Date November 15, 1998
--------------------------------- -------------------------
Xxxxx X. Xxxxx, Xx.
XXXXXXXX X. XXXXX
By /s/ Xxxxxxxxx X. Xxxxx Date November 15, 1998
--------------------------------- -------------------------
Xxxxxxxxx X. Xxxxx as Custodian
For Xxxxxxxx X. Xxxxx under
MT Uniform Gifts to Minors Act
XXXX XXXXXXXXX XXXXX
By /s/ Xxxxxxxxx X. Xxxxx Date November 15, 1998
--------------------------------- -------------------------
Xxxxxxxxx X. Xxxxx as Custodian
For Xxxx Xxxxxxxxx Xxxxx under
MT Uniform Gifts to Minors Act
20
