-----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, BNJ0IhBpuORfRCJ75g/JKgvV/0NaCq+swALL4VbNz9A+xtD1TlZx0D1dnI7NDDxA oZl7K7EpHeq4ThEw1g6Gyw== 0000950005-96-000175.txt : 19960405 0000950005-96-000175.hdr.sgml : 19960405 ACCESSION NUMBER: 0000950005-96-000175 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19960404 EFFECTIVENESS DATE: 19960404 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-64575 FILM NUMBER: 96544438 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 4154771000 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 S-8 POS 1 FORM S-8 POS As filed with the Securities and Exchange Commission on April 2, 1996 Registration No. 33-64575 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- POST-EFFECTIVE Amendment No. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ON FORM S-8 ---------------------- WELLS FARGO & COMPANY (Exact name of issuer as specified in its charter) Delaware 13-2553920 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) ---------- 420 Montgomery Street San Francisco, California 94163 (415) 477-1000 (Address, including zip code, and telephone number, including area code, of principal executive offices) ---------- 1991 PERFORMANCE STOCK PLAN (AS AMENDED) 1991 DIRECTOR OPTION PLAN (AS AMENDED AND RESTATED) 1988 PERFORMANCE STOCK PLAN 1983 PERFORMANCE STOCK PLAN (AS AMENDED) (Full titles of the plans) ---------- Guy Rounsaville, Jr. Executive Vice-President, Chief Counsel and Secretary 420 Montgomery Street San Francisco, California 94163 (415) 477-1000 (Name, address and telephone number, including area code, of agent for service) ---------- This Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 relates to options to purchase shares of the Common Stock, $2.00 par value, of First Interstate Bancorp, a Delaware corporation ("First Interstate"), which were assumed by Wells Fargo & Company (the "Registrant") upon the effective time of a merger of First Interstate with and into the Registrant, on April 1, 1996. Such options are now exercisable to purchase shares of Common Stock par value $5.00 per share, of the Registrant ("Common Stock"). These shares of Common Stock were originally registered on the Registrant's Registration Statement on Form S-4 to which this is an amendment; accordingly, the registration fee in respect of such Common Stock was paid at the time of the original filing of the Registration Statement relating to such Common Stock. ================================================================================ PART II Information Required in the Registration Statement Item 3. Incorporation of Certain Documents by Reference The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report filed with the Commission on Form 10-K, File No. 01-06214, for the fiscal year ended December 31, 1995 (excluding the information contained therein described in Item 402(a)(8) of the Commission's Regulation S-K); (b) The Registrant's Current Reports filed with the Commission on Form 8-K, File No. 01-06214, on January 16, 1996, January 24, 1996, January 31, 1996 and February 29, 1996; (c) The Registrant's Registration Statement filed with the Commission on Form S-4, File No. 33-64575; (d) The description of Common Stock contained in the Registrant's Registration Statement on Form 8-B, File No. 01-06214, filed with the Commission on June 17, 1987; and any amendment or report filed for the purposes of updating such description filed after the date of this Amendment; and (e) First Interstate Bancorp's Annual Report filed with the Commission on Form 10-K, File No. 61-06214, for the fiscal year ended December 31, 1995 (excluding information obtained therein described in Item 402(a)(8) of the Commission's Regulation S-K). All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment 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 reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporatd or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Item 4. Description of Capital Stock Inapplicable. Item 5. Interests of Named Experts and Counsel Inapplicable. II-1. Item 6. Indemnification of Directors and Officers As permitted by Section 102(b)(7) of the Delaware General Corporation Law ("DCGL"), Article Fifth of the the Registrant certificate eliminates the monetary liability of a director to the corporation or its stockholders for breach of fiduciary duty as a director, with the following exceptions, as required by Delaware law: (i) breach of the director's duty of loyalty to the corporation or its stockholder; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) payment of unlawful dividends or the making of unlawful stock purchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit. In addition, under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed Proceeding (other than an action by or in the right of the corporation) if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of the corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of any threatened, pending or completed action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court determines upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Article IV of the Registrant's Bylaws (Exhibit 3.2 hereto) provides for indemnification of its directors, officers, employees, and other agents to the fullest extent permitted by the DGCL. Item 7. Exemption from Registration Claimed Inapplicable. Item 8. Exhibits Exhibit Number Exhibit 4.1 Agreement and Plan of Merger, dated as of January 23, 1996, by and between the Registrant and First Interstate Bancorp, as amended as of February 23, 1996, excluding all annexes and schedules, incorporated by reference to Appendix A to the Joint Proxy Statement of WF & Company and First Interstate Bancorp and the Prospectus of Wells Fargo & Company dated February 27, 1996. The Registrant agrees to furnish supplementally copies of omitted annexes and schedules to the Commission upon request.* 4.2 Restated Certificate of Incorporation of the Registrant dated March 3, 1987, incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.* 4.3 Bylaws of the Registrant, as amended April 18, 1995, incorporated by reference to Exhibit 3(e) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995* 5 Opinion of Sullivan & Cromwell* 23.1 Consent of KMPG Peat Marwick LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Sullivan & Cromwell is contained in Exhibit 5 24 Power of Attorney (included on signature page of original filing)* 99.1 1991 Performance Stock Plan (as amended) (incorporated by reference to First Interstate Bancorp's Registration Statement No. 33-38903 on Form S-8)* II-2. 99.2 First Amendment to the 1991 Performance Stock Plan 99.3 Second Amendment to the 1991 Performance Stock Plan 99.4 Third Amendment to the 1991 Performance Stock Plan 99.5 1991 Director Option Plan (as amended and restated) (incorporated by reference to First Interstate Bancorp's Registration Statement No. 33-37299 on Form S-8)* 99.6 First Amendment to the 1991 Director Option Plan 99.7 1988 Performance Stock Plan (incorporated by reference to First Interstate Bancorp's Registration Statement No. 33-23404 on Form S-8)* 99.8 First Amendemnt to the 1988 Performance Stock Plan 99.9 Second Amendment to the 1988 Performance Stock Plan 99.10 1983 Performance Stock Plan (as amended) (incorporated by reference to First Interstate Bancorp's Registration Statement No. 2-82812 on Form S-8)* 99.11 First Amendment to the 1983 Performance Stock Plan 99.12 Second Amendment to the 1983 Performance Stock Plan 99.13 Third Amendment to the 1983 Performance Stock Plan - --------------------- * Previously filed 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 (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required by those clauses to be included in a post-effective amendment is contained in the periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that, for the purpose of determining any liability under the 1933 Act, 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; and (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 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the provisions and agreements summarized in Item 6 above or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, 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 whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-8 to be signed on behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 2nd day of April, 1996. Wells Fargo & Company By /s/ RODNEY L. JACOBS ----------------------------------------- Rodney L. Jacobs Vice Chairman and Chief Financial Officer Pursuant to the requirements of the 1933 Act, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/ PAUL HAZEN Chairman of the Board, April 1, 1996 - ------------------------- Chief Executive Officer Paul Hazen and Director (Principal Executive Officer) /s/ RODNEY L. JACOBS Vice Chairman and Chief April 1, 1996 - ------------------------- Financial Officer (Principal Rodney L. Jacobs Financial Officer) /s/ FRANK A. MOESLEIN Executive Vice President April 1, 1996 - ------------------------- and Controller (Principal Frank A. Moeslein Accounting Officer) /s/ H. JESSE ARNELLE Director April 1, 1996 - ------------------------- H. Jesse Arnelle /s/ WILLIAM R. BREUNER Director April 1, 1996 - ------------------------- William R. Breuner /s/ WILLIAM S. DAVILA Director April 1, 1996 - ------------------------- William S. Davila /s/ RAYBURN S. DEZEMBER Director April 1, 1996 - ------------------------- Rayburn S. Dezember /s/ ROBERT K. JAEDICKE Director April 1, 1996 - ------------------------- Robert K. Jaedicke II-4. Signatures Title Date /s/ ELLEN M. NEWMAN Director April 1, 1996 - ------------------------- Ellen M. Newman /s/ PHILIP J. QUIGLEY Director April 1, 1996 - ------------------------- Philip J. Quigley /s/ CARL E. REICHARDT Director April 1, 1996 - ------------------------- Carl E. Reichardt /s/ DONALD B. RICE Director April 1, 1996 - ------------------------- Donald B. Rice /s/ SUSAN G. SWENSON Director April 1, 1996 - ------------------------- Susan G. Swenson /s/ CHANG-LIN TIEN Director April 1, 1996 - ------------------------- Chang-Lin Tien /s/ JOHN A. YOUNG Director April 1, 1996 - ------------------------- John A. Young /s/ WILLIAM F. ZUENDT Director April 1, 1996 - ------------------------- William F. Zuendt *By: /s/ RODNEY L. JACOBS - ------------------------- Attorney-in-Fact Rodney L. Jacobs Director - ------------------------- Edward M. Carson Director - ------------------------- Myron Du Bain Director - ------------------------- Don C. Frisbee Director - ------------------------- Thomas L. Lee Director - ------------------------- William F. Miller Director - ------------------------- Richard J. Stegemeier Director - ------------------------- Daniel M. Tellep II-5. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 Wells Fargo & Company EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 23.1 Consent of KMPG Peat Marwick LLP 23.2 Consent of Ernst & Young LLP 99.2 First Amendment to the 1991 Performance Stock Plan 99.3 Second Amendment to the 1991 Performance Stock Plan 99.4 Third Amendment to the 1991 Performance Stock Plan 99.6 First Amendment to the 1991 Director Option Plan 99.8 First Amendment to the 1988 Performance Stock Plan 99.9 Second Amendment to the 1988 Performance Stock Plan 99.11 First Amendment to the 1983 Performance Stock Plan 99.12 Second Amendment to the 1983 Performance Stock Plan 99.13 Third Amendment to the 1983 Performance Stock Plan EX-23.1 2 CONSENT OF KMPG PEAT MARWICK LLP The Board of Directors Wells Fargo & Company: We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to Form S-4 Registration Statement under the Securities Act of 1933 on Form S-8 of Wells Fargo & Company of our report dated January 16, 1996 except as to Note 15, which is as of February 27, 1996, incorporated by reference in the Annual Report on Form 10K of Wells Fargo & Company for the year ended December 31, 1995. /s/ KMPG Peat Marwick LLP San Francisco, CA March 29, 1995 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8 of the Registrant and Company of our report dated January 23, 1996 with respect to the consolidated financial statements of First Interstate Bancorp incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995 and of our report dated June 26, 1995 with respect to the financial statements of The Employee Savings Plan of First Interstate Bancorp and its Affiliates included in its Annual Report (Form 11-K) for the year ended December 31, 1994 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California March 25, 1996 EX-99.2 4 FIRST AMENDMENT TO THE 1991 PERFORMANCE STOCK PLAN EXHIBIT 99.2 First Amendment to the 1991 Performance Stock Plan FIRST AMENDMENT TO FIRST INTERSTATE 1991 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1991 Performance Stock Plan (the "Plan") effective February 7, 1991, as approved by shareholders on April 19, 1991. In order to have consistent treatment under First Interstate Bancorp's various plans in the event that employees become employees of another company, this amendment is being adopted. This amendment is effective August 17, 1992. 1. New sentences have been added to Section 6.1 of the Plan to read as follows: In the event that employees of the Company or its Subsidiaries become employees of another company pursuant to a stock or asset sale, merger, or similar transaction or in the event of a corporate reorganization, reduction in force or similar event, the Committee shall have the authority, which shall be exercised in its sole discretion, to continue to credit service for purposes of satisfying the restricted period requirements set forth in the Restricted Stock Agreement. Such Committee authority shall only apply to restricted stock granted to individuals who are not subject to Section 16 of the Securities Exchange Act. 2. The following paragraph has been added as a new Section 17: 17. Expiration of Options. In the event that employees of the Company or its Subsidiaries become employees of another company pursuant to a stock or asset sale, merger or similar transaction or in the event of a corporate reorganization, reduction in force or similar event, the Committee shall have the authority, which shall be exercised in its sole discretion, to modify the dates upon which options previously granted shall expire. Such Committee authority shall only apply to options granted to individuals who are not subject to Section 16 of the Securities Exchange Act. Any modification to the terms under which the option would otherwise expire shall not cause the option to expire later than the date the option was originally scheduled to expire pursuant to the terms or the original Stock Option Agreement. Executed at Los Angeles this 22nd day of August, 1995. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary EX-99.3 5 SECOND AMENDMENT TO 1991 PERFORMANCE STOCK PLAN EXHIBIT 99.3 Second Amendment to the 1991 Performance Stock Plan SECOND AMENDMENT TO FIRST INTERSTATE BANCORP 1991 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1991 Performance Stock Plan (the "Plan") effective February 7, 1991 as approved by the shareholders on April 19, 1991 at the Annual Shareholder's meeting. In order to have a consistent definition of Change in Control among First Interstate Bancorp's various plans, this Amendment is being adopted. This Amendment is effective June 20, 1994. 1. The definition of Change in Control in Section 14, Additional Definitions is amended by revised it to read as follows: "Change in Control" of the Company means and shall be deemed to have occurred if and when any one of the following five events occurs: (a) any "person" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the stockholders of the Company involving a contest for the election of Directors do not constitute a majority of the Board of Directors following such election; (c) the stockholders of the Company approve the dissolution or liquidation of the Company; (d) the stockholders of the Company approve an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities which are not Subsidiaries, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Company (excluding from the term "former stockholders" a stockholder who is, or as a result of the transaction in question becomes, an "affiliate", as that term is used in the Exchange Act and the Rules promulgated thereunder, of any party to such merger, consolidation or reorganization); or (e) the stockholders of the Company approve the sale of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary. Executed at Los Angeles, California this 20th day of July, 1994. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary EX-99.4 6 THIRD AMENDMENT TO THE 1991 PERFORMANCE STOCK PLAN THIRD AMENDMENT TO FIRST INTERSTATE BANCORP 1991 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1991 Performance Stock Plan (the "Plan") effective February 7, 1991 as approved by shareholders on April 19, 1991 at the Annual Shareholder's meeting. This Amendment is being adopted to modify the definition of Change in Control. This Amendment is effective January 21, 1996. 1. The definition of Change in Control in Section 14. Additional Definitions is amended by deleting "50%" in clause(d) and inserting "60%) in its place. Executed at Los Angeles, California this 25th day of March, 1996. FIRST INTERSTATE BANCORP By: /s/ ------------------------------ Executive Vice President By: /s/ ------------------------------ Secretary EX-99.6 7 FIRST AMENDMENT TO THE 1991 DIRECTOR OPTION PLAN First Amendment to the 1991 Director Option Plan FIRST AMENDMENT TO FIRST INTERSTATE BANCORP 1991 DIRECTOR OPTION PLAN (as amended and restated) First Interstate Bancorp adopted the First Interstate Bancorp 1991 Director Option Plan effective October 16, 1990. In order to have a consistent definition of Change in Control among First Interstate Bancorp's various plans, this Amendment is being adopted. This Amendment is effective June 20, 1994. The definition of Change in Control in Section 7, Change in Control is amended by revising it to read as follows: Any Option granted hereunder shall become immediately exercisable to the full extent theretofore not exercisable upon the occurrence of a "Change in Control". "Change in Control" of the Company means and shall be deemed to have occurred if and when any one of the following five events occurs: (a) any "person" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the stockholders of the Company involving a contest for the election of Directors do not constitute a majority of the Board of Directors following such election; (c) the stockholders of the Company approve the dissolution or liquidation of the Company; (d) the stockholders of the Company approve an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities which are not Subsidiaries, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Company (excluding from the term "former stockholders" a stockholder who is, or as a result of the transaction in question becomes, an "affiliate", as that term is used in the Exchange Act and the Rules promulgated thereunder, of any party to such merger, consolidation or reorganization); or (e) the stockholders of the Company approve the sale of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary. Executed at Los Angeles, California this 20th day of July, 1994. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary EX-99.8 8 EXHIBIT 99.8 EXHIBIT 99.8 First Amendment to the 1988 Performance Stock Plan FIRST AMENDMENT TO FIRST INTERSTATE 1988 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1988 Performance Stock Plan (the "Plan") effective February 16, 1988 as approved by the shareholders on April 29, 1988. In order to have consistent treatment under First Interstate Bancorp's various plans in the event that employees become employees of another company, this amendment is being adopted. This amendment is effective August 17, 1992. 1. New sentences have been added to Section 6.1 of the Plan to read as follows: In the event that employees of the Company or its Subsidiaries become employees of another company pursuant to a stock or asset sale, merger, or similar transaction or in the event of a corporate reorganization, reduction in force or similar event, the Committee shall have the authority, which shall be exercised in its sole discretion, to continue to credit service for purposes of satisfying the restricted period requirements set forth in the Restricted Stock Agreement. Such Committee authority shall only apply to restricted stock granted to individuals who are not subject to Section 16 of the Securities Exchange Act. 2. The following paragraph has been added as a new Section 15: 15. Expiration of Options. In the event that employees of the Company or its Subsidiaries become employees of another company pursuant to a stock or asset sale, merger or similar transaction or in the event of a corporate reorganization, reduction in force or similar event, the Committee shall have the authority, which shall be exercised in its sole discretion, to modify the dates upon which options previously granted shall expire. Such Committee authority shall only apply to options granted to individuals who are not subject to Section 16 of the Securities Exchange Act. Any modification to the terms under which the option would otherwise expire shall not cause the option to expire later than the date the option was originally scheduled to expire pursuant to the terms or the original Stock Option Agreement. Executed at Los Angeles this 22nd day of August, 1995. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary EX-99.9 9 EXHIBIT 99.9 EXHIBIT 99.9 Second Amendment to the 1988 Performance Stock Plan SECOND AMENDMENT TO FIRST INTERSTATE BANCORP 1988 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1988 Performance Stock Plan (the "Plan") effective February 16, 1988 as approved by the shareholders on April 29, 1988 at the Annual Shareholder's meeting. In order to have a consistent definition of Change in Control among First Interstate Bancorp's various plans, this Amendment is being adopted. This Amendment is effective June 20, 1994. 1. The definition of Change in Control in Section 12 Additional Definitions is amended by revised it to read as follows: "Change in Control" of the Company means and shall be deemed to have occurred if and when any one of the following five events occurs: (i) any "person" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; (ii) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the stockholders of the Company involving a contest for the election of Directors do not constitute a majority of the Board of Directors following such election; (iii) the stockholders of the Company approve the dissolution or liquidation of the Company; (iv) the stockholders of the Company approve an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities which are not Subsidiaries, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Company (excluding from the term "former stockholders" a stockholder who is, or as a result of the transaction in question becomes, an "affiliate", as that term is used in the Exchange Act and the Rules promulgated thereunder, of any party to such merger, consolidation or reorganization); or (v) the stockholders of the Company approve the sale of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary. Executed at Los Angeles, California this 20th day of July, 1994. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary EX-99.11 10 EXHIBIT 99.11 EXHIBIT 99.11 First Amendment to the 1983 Performance Stock Plan FIRST AMENDMENT BOARD OF DIRECTORS AMENDMENT RESOLVED, that the Board of Directors of this Corporation, TO 1993 pursuant to the authority contained in Section 12 of the First PERFORMANCE Interstate Bancorp 1983 Performance Stock Plan (the "Plan") STOCK PLAN hereby adopts an amendment to the Plan in the form as set forth below: 10A. Withholding on Restricted Stock. In addition, with respect to an Award of Restricted Stock, and in addition to the Company's rights under Section 6.3 of the Plan, the Company shall have the right to withhold that portion of Shares of Common Stock otherwise vested as are necessary to satisfy applicable withholding taxes, provided the Participant complies with the following requirements: (a) The Participant shall elect, on a date prior to the date the applicable tax is determined, to have shares apply to the withholding obligation; (b) the election shall be irrevocable; (c) the election shall be subject to the disapproval of the Compensation Committee; (d) the election shall be made at least six months after the Award of Restricted Stock; and (e) the election shall be made (i) either six months prior to the date the applicable tax is determined or (ii) within the ten day "window period" beginning on the third day following the release of quarterly or annual financial statements. RESOLVED FURTHER, that the appropriate officers of this Corporation be, and they hereby are authorized to take such actions as are reasonable and appropriate to implement this amendment. EX-99.12 11 EXHIBIT 99.12 EXHIBIT 99.12 Second Amendment to the 1983 Performance Stock Plan SECOND AMENDMENT TO FIRST INTERSTATE 1983 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1983 Performance Stock Plan (the "Plan") effective November 15, 1982 as approved by the shareholders on April 22, 1983. In order to have consistent treatment under First Interstate Bancorp's various plans in the event that employees become employees of another company, this amendment is being adopted. This amendment is effective August 17, 1992. 1. New sentences have been added to Section 6.1 of the Plan to read as follows: In the event that employees of the Company or its Subsidiaries become employees of another company pursuant to a stock or asset sale, merger, or similar transaction or in the event of a corporate reorganization, reduction in force or similar event, the Committee shall have the authority, which shall be exercised in its sole discretion, to continue to credit service for purposes of satisfying the restricted period requirements set forth in the Restricted Stock Agreement. Such Committee authority shall only apply to restricted stock granted to individuals who are not subject to Section 16 of the Securities Exchange Act. 2. The following paragraph has been added as a new Section 14: 14. Expiration of Options. In the event that employees of the Company or its Subsidiaries become employees of another company pursuant to a stock or asset sale, merger or similar transaction or in the event of a corporate reorganization, reduction in force or similar event, the Committee shall have the authority, which shall be exercised in its sole discretion, to modify the dates upon which options previously granted shall expire. Such Committee authority shall only apply to options granted to individuals who are not subject to Section 16 of the Securities Exchange Act. Any modification to the terms under which the option would otherwise expire shall not cause the option to expire later than the date the option was originally scheduled to expire pursuant to the terms of the original Stock Option Agreement. Executed at Los Angeles this 22 day of August, 1995. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary EX-99.13 12 EXHIBIT 99.13 EXHIBIT 99.13 Third Amendment to the 1983 Performance Stock Plan THIRD AMENDMENT TO FIRST INTERSTATE 1983 PERFORMANCE STOCK PLAN First Interstate Bancorp adopted the First Interstate Bancorp 1988 Performance Stock Plan (the "Plan") effective November 15, 1982 as approved by the shareholders on April 29, 1988 at the Annual Shareholder's meeting. In order to have a consistent definition of Change in Control among First Interstate Bancorp's various plans, this Amendment is being adopted. This Amendment is effective June 20, 1994. 1. The definition of Change in Control in Section 11 Additional Definitions is amended by revising it to read as follows: "Change in Control" of the Company means and shall be deemed to have occurred if and when any one of the following five events occurs: (i) any "person" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; (ii) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the stockholders of the Company involving a contest for the election of Directors do not constitute a majority of the Board of Directors following such election; (iii) the stockholders of the Company approve the dissolution or liquidation of the Company; (iv) the stockholders of the Company approve an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities which are not Subsidiaries, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity are, or are to be, owned by former stockholders of the Company (excluding from the term "former stockholders" a stockholder who is, or as a result of the transaction in question becomes, an "affiliate", as that term is used in the Exchange Act and the Rules promulgated thereunder, of any party to such merger, consolidation or reorganization); or (v) the stockholders of the Company approve the sale of substantially all of the Company's business and/or assets to a person or entity which is not a Subsidiary. Executed at Los Angeles, California this 20th day of July, 1994. FIRST INTERSTATE BANCORP By: /SIGNED/ ----------------------- Executive Vice President By: /SIGNED/ ------------------------- Secretary -----END PRIVACY-ENHANCED MESSAGE-----