8-K

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                      FORM 8-K

                            C U R R E N T   R E P O R T

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                                  January 23, 1996  
                  Date of Report (Date Of Earliest Event Reported)

                              FIRST INTERSTATE BANCORP
          (Exact Name Of Registrant As Specified In Its Charter)

                                      Delaware              
                   (State Or Other Jurisdiction Of Incorporation)

                  1-4114                          95-1418530          
          (Commission File Number)      (IRS Employer Identification No.)

                             633 West Fifth Street
                         Los Angeles, California  90071         
          (Address Of Principal Executive Offices)       (Zip Code)

                                 (213) 614-3001                     
                (Registrant's Telephone Number, including Area Code)

                                 NOT APPLICABLE                         
           (Former Name Or Former Address, If Changed Since Last Report)


          ITEM 5.  OTHER EVENTS.

                    On January 23, 1996, First Interstate Bancorp
          ("First Interstate") and Wells Fargo & Company ("Wells")
          entered into an Agreement and Plan of Merger (the "Merger
          Agreement") providing for, among other things, the merger
          (the "Merger") of First Interstate with and into Wells,
          with Wells surviving the Merger.  The Merger is expected
          to qualify as a tax-free reorganization under the
          Internal Revenue Code of 1986, as amended (the "Code").

                    Pursuant to the Merger Agreement, each share of
          the common stock, par value $2.00 per share (the "First
          Interstate Common Stock"), of First Interstate
          outstanding on the date of the Merger (excluding shares
          of First Interstate Common Stock held by First Interstate
          as treasury stock or shares held by First Interstate or
          Wells or any of their subsidiaries, but including shares
          of First Interstate Common Stock (i) held directly or
          indirectly by Wells or First Interstate or any of their
          respective subsidiaries in trust accounts, managed
          accounts and the like or otherwise held in a fiduciary
          capacity that are beneficially owned by third parties or
          (ii) held by Wells or First Interstate or any of their
          respective subsidiaries in respect of a debt previously
          contracted), together with the common stock purchase
          rights attached thereto, will be converted into two-
          thirds of a share of the common stock, par value $5.00
          per share, of Wells ("Wells Common Stock").  No
          fractional shares of Wells Common Stock will be issued in
          the Merger, and First Interstate's stockholders who
          otherwise would be entitled to receive a fractional share
          of Wells Common Stock will receive a cash payment in lieu
          thereof.

                    In addition, pursuant to the Merger Agreement,
          each share of the 9.875% preferred stock, Series F, and
          each share of the 9.0% preferred stock, Series G, of
          First Interstate (collectively, the "First Interstate
          Preferred Stock") outstanding on the date of the Merger
          will be converted into one share of 9.875% preferred
          stock and 9.0% preferred stock, respectively, of Wells
          (the "New Preferred Stock") with substantially the same
          terms as the corresponding series of First Interstate
          Preferred Stock.  

                    Consummation of the Merger is subject to
          certain conditions, including, but not limited to,
          approval of the Merger by the holders of a majority of
          the outstanding shares of the First Interstate Common
          Stock and Wells Common Stock and the receipt of all
          required regulatory approvals without the imposition of
          any condition or requirement which the Board of Directors
          of First Interstate or Wells reasonably determines in
          good faith would so materially adversely impact the
          economic or business benefits of the transactions
          contemplated by the Merger Agreement to Wells and its
          stockholders or First Interstate and its stockholders, as
          the case may be, as to render inadvisable the
          consummation of the Merger.

                    Following the Merger, Wells' Board of Directors
          will be expanded by up to seven seats to be filled by
          persons serving as directors of First Interstate
          immediately prior to the Merger, and such persons will be
          selected jointly by the Board of Directors of First
          Interstate and Wells.  Wells' Board of Directors may be
          expanded by fewer than seven seats if there are fewer
          than seven members of First Interstate's Board of
          Directors at the effective time of the Merger who choose
          to serve on Wells' Board.   In addition, following the
          Merger, Wells will maintain corporate headquarters in
          each of San Francisco, California and Los Angeles,
          California, and one or more of the senior corporate
          officers of Wells will be based in Los Angeles.

                    As a further condition to the execution and
          delivery of the Merger Agreement, First Interstate and
          Wells executed and delivered to each other transaction
          termination fee letter agreements, each dated as of
          January 23, 1996 (collectively, the "Fee Letters"). 
          Pursuant to the Fee Letters, First Interstate and Wells
          each agreed to pay the other party, subject to certain
          conditions, a cash fee of $50 million in the event the
          Merger Agreement is terminated and certain initial
          triggering events (described therein) occur prior to or
          concurrently with such termination.  In addition, First
          Interstate and Wells each also agreed, subject to certain
          conditions, to pay a $150 million cash fee (less any
          amount paid as described in the preceding sentence) if
          certain subsequent events (described therein) occur
          within 18 months of the termination of the Merger
          Agreement.  Notwithstanding the above, First Interstate
          will not be obligated to make any such payment as a
          result of any action taken by First Bank System, Inc.
          ("FBS"), prior to, on or after the date of the Merger
          Agreement with respect to a merger or similar business
          combination involving First Interstate and FBS in which
          the holders of First Interstate Common Stock would
          receive, for each such share, solely 2.60 or less shares
          of the common stock of FBS (together with cash in lieu of
          fractional shares).

                    In addition, on January 23, 1996, First
          Interstate, Wells, FBS and Eleven Acquisition Corp., a
          wholly-owned subsidiary of FBS ("Acquisition"), entered
          into an agreement (the "Settlement Agreement") providing
          for certain payments from First Interstate to FBS in
          consideration of (i) the satisfaction and release of all
          claims in connection with litigation, regulatory filings
          or administrative protests that each of First Interstate,
          Wells, FBS or Acquisition, may have against one another;
          (ii) the termination of that certain Agreement and Plan
          of Merger, dated November 5, 1995, by and among First
          Interstate, FBS and Acquisition (relating to the earlier
          proposed merger of First Interstate and FBS); and (iii)
          the termination of that certain Stock Option Agreement
          and that certain Termination Fee Letter delivered by
          First Interstate to FBS, both dated as of November 5,
          1995.  Pursuant to the Settlement Agreement, First
          Interstate agreed to pay FBS $125,000,000 in cash on
          January 24, 1996 and to pay an additional $75,000,000
          upon consummation of the Merger.

                    The Merger Agreement, the Fee Letters and the
          Settlement Agreement are attached hereto as exhibits and
          incorporated herein by reference in their entirety.  The
          foregoing summaries of the Merger Agreement, the Fee
          Letters and the Settlement Agreement do not purport to be
          complete and are qualified in their entirety by reference
          to such exhibits.

          ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

               (c)  Exhibits

                    The following Exhibits are filed with this
          Current Report on Form 8-K:

          Exhibit
          Number                   Description

           2.1           Agreement and Plan of Merger, dated as of
                         January 23, 1996, by and between First
                         Interstate Bancorp and Wells Fargo &
                         Company.

           2.2           Letter Agreement, dated as of January 23,
                         1996, by and between First Interstate
                         Bancorp and Wells Fargo & Company.

           2.3           Letter Agreement, dated as of January 23,
                         1996, by and between Wells Fargo & Company
                         and First Interstate Bancorp.

           2.4           Settlement Agreement, dated as of January
                         23, 1996, among First Bank System, Inc.,
                         Eleven Acquisition Corp., First Interstate
                         Bancorp and Wells Fargo & Company.

           
                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunder duly authorized.

          Dated:  January 30, 1996

                                   FIRST INTERSTATE BANCORP

                                   By: /s/ William J. Bogaard     
                                   Name:   William J. Bogaard
                                   Title:  Executive Vice President
                                           and General Counsel



                                EXHIBIT INDEX

          Exhibit
          Number              Description

            2.1          Agreement and Plan of Merger, dated as of
                         January 23, 1996, by and between First
                         Interstate Bancorp and Wells Fargo &
                         Company.

            2.2          Letter Agreement, dated as of January 23,
                         1996, by and between First Interstate
                         Bancorp and Wells Fargo & Company.

            2.3          Letter Agreement, dated as of January 23,
                         1996, by and between Wells Fargo & Company
                         and First Interstate Bancorp.

            2.4          Settlement Agreement, dated as of January
                         23, 1996, among First Bank System, Inc.,
                         Eleven Acquisition Corp., First Interstate
                         Bancorp and Wells Fargo & Company.

           

EX-2

                        AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER, dated as of January 23, 1996,
     by and between Wells Fargo & Company, a Delaware corporation
     ("Parent"), and First Interstate Bancorp, a Delaware corporation
     ("Subject Company").

          WHEREAS, the Boards of Directors of Parent and Subject
     Company have determined that it is in the best interests of their
     respective companies and their stockholders to consummate the
     strategic business combination transaction provided for herein in
     which Subject Company will, subject to the terms and conditions
     set forth herein, merge (the "Merger") with and into Parent, so
     that Parent is the surviving corporation in the Merger; and

          WHEREAS, Subject Company, First Bank System, Inc., a Delaware
     corporation ("North"), and Eleven Acquisition Corp. ("Merger
     Sub"), a Delaware corporation, were parties to that certain
     Agreement and Plan of Merger (the "Terminated Merger Agreement"),
     dated as of November 5, 1995, that Subject Company has terminated
     in accordance with the terms thereof; and 

          WHEREAS,  Parent, Subject Company, North and Merger Sub have
     entered into that certain Settlement and Release Agreement, dated
     as of January 23, 1996 (the "Settlement Agreement"), pursuant to
     which North has agreed, in consideration of certain payments, to
     termination of the Fee Letter, dated as of November 5, 1995,
     between Subject Company and North (the "North Fee Letter") and the
     Stock Option Agreement, dated November 5, 1995 (the "Subject
     Company Stock Option Agreement"), between Subject Company as
     issuer and North as grantee; and

          WHEREAS, as a condition to the execution of this Agreement,
     Parent and Subject Company are entering into the Parent Fee Letter
     (as defined below) and the Subject Company Fee Letter (as defined
     below); and

          WHEREAS, the parties desire to make certain representations,
     warranties and agreements in connection with the Merger and also
     to prescribe certain conditions to the Merger.

          NOW, THEREFORE, in consideration of the mutual covenants,
     representations, warranties and agreements contained herein, and
     intending to be legally bound hereby, the parties agree as
     follows:

                                  ARTICLE I

                                 THE MERGER

          1.1  The Merger.  Subject to the terms and conditions of this
     Agreement, in accordance with the Delaware General Corporation Law
     (the "DGCL"), at the Effective Time (as defined in Section 1.2
     hereof), Subject Company shall merge with and into Parent.  Parent
     shall be the surviving corporation (hereinafter sometimes called
     the "Surviving Corporation") in the Merger, and shall continue its
     corporate existence under the laws of the State of Delaware.  The
     name of the Surviving Corporation shall be Wells Fargo & Company. 
     Upon consummation of the Merger, the separate corporate existence
     of Subject Company shall terminate.

          1.2  Effective Time.  The Merger shall become effective as
     set forth in the certificate of merger (the "Certificate of
     Merger") which shall be filed with the Secretary of State of the
     State of Delaware (the "Delaware Secretary") on the Closing Date
     (as defined in Section 9.1 hereof).  The term "Effective Time"
     shall be the date and time when the Merger becomes effective, as
     set forth in the Certificate of Merger.

          1.3  Effects of the Merger.  At and after the Effective Time,
     the Merger shall have the effects set forth in the DGCL.

          1.4  Conversion of Subject Company Common Stock, Subject
     Company Preferred Stock.  At the Effective Time, subject to
     Section 2.2(e) hereof, by virtue of the Merger and without any
     action on the part of Parent, Subject Company or the holder of any
     of the following securities:

               (a)  Each share of the common stock, par value $2.00 per
     share, of Subject Company (the "Subject Company Common Stock")
     issued and outstanding immediately prior to the Effective Time
     (other than shares of Subject Company Common Stock held (x) in
     Subject Company's treasury or (y) directly or indirectly by Parent
     or Subject Company or any of their respective Subsidiaries (as
     defined below) (except for Trust Account Shares and DPC shares, as
     such terms are defined below)), together with the rights (the
     "Subject Company Rights") attached thereto issued pursuant to the
     Rights Agreement, dated as of November 21, 1988, as amended,
     between Subject Company and First Interstate Bank, Ltd., as Rights
     Agent (the "Subject Company Rights Agreement"), shall, subject to
     Section 1.4(d) hereof, be converted into the right to receive two-
     thirds of a share (the "Common Exchange Ratio") of the common
     stock, par value $5.00 per share, of Parent ("Parent Common
     Stock").

               (b)  Each share of 9.875% preferred stock, Series F, of
     Subject Company (the "Subject Company 9.875% Preferred") issued
     and outstanding immediately prior to the Effective Time shall be
     converted into the right to receive one share of 9.875% preferred
     stock of Parent (the "Parent 9.875% Preferred").  The terms of the
     Parent 9.875% Preferred shall be substantially the same as the
     terms of the Subject Company 9.875% Preferred.  

               (c)  Each share of 9.0% preferred stock, Series G, of
     Subject Company (the "Subject Company 9.0% Preferred," and
     together with the Subject Company 9.875% Preferred, the "Subject
     Company Preferred Stock") issued and outstanding immediately prior
     to the Effective Time shall be converted into the right to receive
     one share of 9.0% preferred stock of Parent (the "Parent 9.0%
     Preferred," and together with the Parent 9.875% Preferred, the
     "Parent New Preferred").  The terms of the Parent 9.0% Preferred
     shall be substantially the same as the terms of the Subject
     Company 9.0% Preferred.  For purposes of this Agreement (i) the
     Subject Company Common Stock and Subject Company Preferred Stock
     are referred to herein as the "Subject Company Capital Stock," and
     (ii) the Parent Common Stock and Parent Preferred Stock (as
     defined below) are collectively referred to as the "Parent Capital
     Stock."

               (d)  All of the shares of Subject Company Common Stock
     converted into Parent Common Stock pursuant to this Article I
     shall no longer be outstanding and shall automatically be
     cancelled and shall cease to exist as of the Effective Time, and
     each certificate (each a "Common Certificate") previously
     representing any such shares of Subject Company Common Stock shall
     thereafter represent the right to receive (i) a certificate
     representing the number of whole shares of Parent Common Stock and
     (ii) the cash in lieu of fractional shares into which the shares
     of Subject Company Common Stock represented by such Common
     Certificate have been converted pursuant to this Section 1.4 and
     Section 2.2(e) hereof.  Common Certificates previously
     representing shares of Subject Company Common Stock shall be
     exchanged for certificates representing whole shares of Parent
     Common Stock and cash in lieu of fractional shares issued in
     consideration therefor upon the surrender of such Common
     Certificates in accordance with Section 2.2 hereof, without any
     interest thereon.  If prior to the Effective Time the outstanding
     shares of Parent Common Stock shall have been increased,
     decreased, changed into or exchanged for a different number or
     kind of shares or securities as a result of a reorganization,
     recapitalization, reclassification, stock dividend, stock split,
     reverse stock split, or other similar change in Parent's
     capitalization, then an appropriate and proportionate adjustment
     shall be made to the Common Exchange Ratio.  

               (e)  All of the shares of Subject Company Preferred
     Stock converted into Parent New Preferred pursuant to this Article
     I shall no longer be outstanding and shall automatically be
     cancelled and shall cease to exist as of the Effective Time, and
     each certificate (each a "Preferred Certificate," and collectively
     with the Common Certificates, the "Certificates") previously
     representing any such shares of Subject Company Preferred Stock
     shall thereafter represent the right to receive a certificate
     representing the number of shares of corresponding Parent New
     Preferred into which the shares of Subject Company Preferred Stock
     represented by such Preferred Certificate have been converted
     pursuant to this Section 1.4.  Preferred Certificates previously
     representing shares of Subject Company Preferred Stock shall be
     exchanged for certificates representing shares of corresponding
     Parent New Preferred issued in consideration therefor upon the
     surrender of such Preferred Certificates in accordance with
     Section 2.2 hereof, without any interest thereon.

               (f)  At the Effective Time, all shares of Subject
     Company Capital Stock that are owned by Subject Company as
     treasury stock and all shares of Subject Company Capital Stock
     that are owned directly or indirectly by Parent or Subject Company
     or any of their respective Subsidiaries (other than shares of
     Subject Company Capital Stock held directly or indirectly in trust
     accounts, managed accounts and the like or otherwise held in a
     fiduciary capacity that are beneficially owned by third parties
     (any such shares, and shares of Parent Common Stock which are
     similarly held, whether held directly or indirectly by Parent or
     Subject Company or any of their respective Subsidiaries, as the
     case may be, being referred to herein as "Trust Account Shares")
     and other than any shares of Subject Company Capital Stock held by
     Parent or Subject Company or any of their respective Subsidiaries
     in respect of a debt previously contracted (any such shares of
     Subject Company Capital Stock, and shares of Parent Common Stock
     which are similarly held, whether held directly or indirectly by
     Parent or Subject Company or any of their respective Subsidiaries,
     being referred to herein as "DPC Shares")) shall be cancelled and
     shall cease to exist and no stock of Parent or other consideration
     shall be delivered in exchange therefor.  All shares of Parent
     Common Stock that are owned by Subject Company or any of its
     Subsidiaries (other than Trust Account Shares and DPC Shares)
     shall become treasury stock of Parent.

               (g)  At the Effective Time, Parent shall assume the
     obligations of Subject Company under the Deposit Agreement, dated
     as of November 14, 1991, between Subject Company and First
     Interstate Bank of California, as depositary (relating to the
     Subject Company 9.875% Preferred), and the Deposit Agreement,
     dated as of May 29, 1992, between Subject Company and First
     Interstate Bank of California, as depositary (relating to the
     Subject Company 9.0% Preferred).  Parent shall instruct the
     applicable depositary to treat the shares of Parent 9.875%
     Preferred and Parent 9.0% Preferred received by such depositary in
     exchange for and upon conversion of the shares of Subject Company
     9.875% Preferred and Subject Company 9.0% Preferred, respectively,
     as new deposited securities under the applicable deposit
     agreement.  In accordance with the terms of the relevant deposit
     agreement, the depositary receipts then outstanding shall
     thereafter represent the shares of Parent 9.875% Preferred and
     Parent 9.0% Preferred so received upon conversion and exchange for
     the shares of Subject Company 9.875% Preferred and Subject Company
     9.0% Preferred, respectively.  Parent shall request that such
     depositary call for the surrender of all outstanding receipts to
     be exchanged for new receipts (the "New Parent Depositary Shares")
     specifically describing the relevant series of Parent New
     Preferred.

          1.5  Parent Common Stock; Parent Preferred Stock.  At and
     after the Effective Time, each share of Parent Common Stock and
     each share of Parent Preferred Stock issued and outstanding
     immediately prior to the Effective Time shall remain an issued and
     outstanding share of common stock or preferred stock, as the case
     may be, of Parent and shall not be affected by the Merger.

          1.6  Options.  (a)  At the Effective Time, each option
     granted by Subject Company to purchase shares of Subject Company
     Common Stock (each a "Subject Company Option") which is
     outstanding and unexercised immediately prior thereto shall cease
     to represent a right to acquire shares of Subject Company Common
     Stock and shall be converted automatically into an option to
     purchase shares of Parent Common Stock in an amount and at an
     exercise price determined as provided below (and otherwise subject
     to the terms of the Subject Company 1995 Performance Stock Plan,
     the Subject Company 1991 Performance Stock Plan (as amended), the
     Subject Company 1988 Performance Stock Plan (as amended), the
     Subject Company 1983 Performance Stock Plan (as amended), the
     Subject Company Performance Stock Plan of 1980 (as amended and
     restated) and the Subject Company 1991 Director Option Plan (as
     amended and restated), as the case may be (collectively, the
     "Subject Company Stock Option Plans"), and the agreements
     evidencing grants thereunder, including, but not limited to, the
     accelerated vesting of such options which shall occur in
     connection with and by virtue of the approval of the Merger
     Agreement and the Merger by the stockholders of Subject Company as
     and to the extent required by such plans and agreements):

               (1)  the number of shares of Parent Common Stock to be
          subject to the new option shall be equal to the product of
          the number of shares of Subject Company Common Stock subject
          to the original option and the Common Exchange Ratio,
          provided that any fractional shares of Parent Common Stock
          resulting from such multiplication shall be rounded down to
          the nearest share; and

               (2)  the exercise price per share of Parent Common Stock
          under the new option shall be equal to the exercise price per
          share of Subject Company Common Stock under the original
          option divided by the Common Exchange Ratio, provided that
          such exercise price shall be rounded up to the nearest cent.

          The adjustment provided herein with respect to any options
     which are "incentive stock options" (as defined in Section 422 of
     the Internal Revenue Code of 1986, as amended (the "Code")) shall
     be and is intended to be effected in a manner which is consistent
     with Section 424(a) of the Code and, to the extent it is not so
     consistent, such Section 424(a) shall override anything to the
     contrary contained herein.  The duration and other terms of the
     new option shall be the same as the original option (subject to
     Section 6.7(b) hereof) except that all references to Subject
     Company shall be deemed to be references to Parent.

          1.7  Certificate of Incorporation.  At the Effective Time,
     the Certificate of Incorporation of Parent, as in effect at the
     Effective Time, shall be the Certificate of Incorporation of the
     Surviving Corporation.  At or prior to the Effective Time, Parent
     shall duly execute and file with the Delaware Secretary of State
     one or more Certificates of Designation establishing the New
     Parent Preferred.  

          1.8  Bylaws.  At the Effective Time, the Bylaws of Parent, as
     in effect immediately prior to the Effective Time, shall be the
     Bylaws of the Surviving Corporation until thereafter amended in
     accordance with applicable law.

          1.9  Tax Consequences.  It is intended that the Merger shall
     constitute a reorganization within the meaning of Section 368(a)
     of the Code, and that this Agreement shall constitute a "plan of
     reorganization" for purposes of the Code.

          1.10 Board of Directors.  At the Effective Time, each person
     serving on the Board of Directors of Parent immediately prior to
     the Effective Time shall continue to serve on the Board of
     Directors of Parent.  In addition, Parent shall cause its Board of
     Directors to be expanded by seven seats as of the Effective Time
     and such directorships shall, as of such time, be filled by
     persons serving on the Board of Directors of Subject Company
     immediately prior to the Effective Time who shall be jointly
     selected by of the Board of Directors of each of Parent and
     Subject Company; provided that Parent's Board of Directors may be
     expanded by fewer than seven seats in case there are fewer than
     seven members of Subject Company's Board of Directors who choose
     to serve on Parent's Board.  

          1.11 Headquarters.  Upon consummation of the Merger, the
     Surviving Company shall maintain corporate headquarters in each of
     San Francisco and Los Angeles, and one or more of the senior
     corporate officers of the Surviving Corporation shall be based in
     Los Angeles.

                                 ARTICLE II

                             EXCHANGE OF SHARES

          2.1  Parent to Make Shares Available.  At or prior to the
     Effective Time, Parent shall deposit, or shall cause to be
     deposited, with a bank or trust company which may be a Subsidiary
     of Parent (the "Exchange Agent"), for the benefit of the holders
     of Certificates, for exchange in accordance with this Article II,
     certificates representing the shares of Parent Common Stock and
     Parent New Preferred and an estimated amount of cash in lieu of
     any fractional shares (the cash payable in lieu of fractional
     shares and certificates for shares of Parent Common Stock and
     Parent New Preferred, together with any dividends or distributions
     with respect thereto, being hereinafter referred to as the
     "Exchange Fund") to be issued pursuant to Section 1.4 and paid
     pursuant to Section 2.2(a) in exchange for outstanding shares of
     Subject Company Capital Stock.

          2.2  Exchange of Shares.  (a)  As soon as practicable after
     the Effective Time, and in no event later than ten business days
     thereafter, the Exchange Agent shall mail to each holder of record
     of a Certificate or Certificates a form letter of transmittal
     (which shall specify that delivery shall be effected, and risk of
     loss and title to the Certificates shall pass, only upon delivery
     of the Certificates to the Exchange Agent) and instructions for
     use in effecting the surrender of the Certificates in exchange for
     certificates representing, as the case may be, the shares of
     Parent Common Stock or Parent New Preferred and the cash in lieu
     of fractional shares, if any, into which the shares of Subject
     Company Capital Stock represented by such Certificate or
     Certificates shall have been converted pursuant to this Agreement. 
     Upon proper surrender of a Certificate for exchange and
     cancellation to the Exchange Agent, together with such properly
     completed letter of transmittal, duly executed, the holder of such
     Certificate shall be entitled to receive in exchange therefor, as
     applicable, (i) a certificate representing that number of shares
     of Parent Common Stock, if any, to which such holder of Subject
     Company Common Stock shall have become entitled pursuant to the
     provisions of Article I hereof, (ii) certificates representing
     that number of shares of Parent 9.875% Preferred and Parent 9.0%
     Preferred, if any, to which such holder of Subject Company
     Preferred Stock shall have become entitled pursuant to the
     provisions of Article I hereof and (iii) a check representing the
     amount of cash in lieu of fractional shares, if any, which such
     holder has the right to receive in respect of the Certificate
     surrendered pursuant to the provisions of this Article II, and the
     Certificate so surrendered shall forthwith be cancelled.  No
     interest will be paid or accrued on the cash in lieu of fractional
     shares and unpaid dividends and distributions, if any, payable to
     holders of Certificates.

               (b)  No dividends or other distributions with a record
     date after the Effective Time with respect to Parent Common Stock
     or Parent New Preferred shall be paid to the holder of any
     unsurrendered Certificate until the holder thereof shall surrender
     such Certificate in accordance with this Article II.  After the
     surrender of a Certificate in accordance with this Article II, the
     record holder thereof shall be entitled to receive any such
     dividends or other distributions, without any interest thereon,
     which theretofore had become payable with respect to shares of
     Parent Common Stock or Parent New Preferred represented by such
     Certificate.

               (c)  If any certificate representing shares of Parent
     Common Stock or Parent New Preferred is to be issued in a name
     other than that in which the Certificate surrendered in exchange
     therefor is registered, it shall be a condition of the issuance
     thereof that the Certificate so surrendered shall be properly
     endorsed (or accompanied by an appropriate instrument of transfer)
     and otherwise in proper form for transfer, and that the person
     requesting such exchange shall pay to the Exchange Agent in
     advance any transfer or other taxes required by reason of the
     issuance of a certificate representing shares of Parent Common
     Stock or Parent New Preferred in any name other than that of the
     registered holder of the Certificate surrendered, or required for
     any other reason, or shall establish to the satisfaction of the
     Exchange Agent that such tax has been paid or is not payable.

               (d)  At or after the Effective Time, there shall be no
     transfers on the stock transfer books of Subject Company of the
     shares of Subject Company Capital Stock which were issued and
     outstanding immediately prior to the Effective Time.  If, after
     the Effective Time, Certificates representing such shares are
     presented for transfer to the Exchange Agent, they shall be
     cancelled and exchanged for certificates representing shares of
     Parent Capital Stock as provided in this Article II.

               (e)  Notwithstanding anything to the contrary contained
     herein, no certificates or scrip representing fractional shares of
     Parent Common Stock shall be issued upon the surrender for
     exchange of Common Certificates, no dividend or distribution with
     respect to Parent Common Stock shall be payable on or with respect
     to any fractional share, and such fractional share interests shall
     not entitle the owner thereof to vote or to any other rights of a
     stockholder of Parent.  In lieu of the issuance of any such
     fractional share, Parent shall pay to each former stockholder of
     Subject Company who otherwise would be entitled to receive such
     fractional share an amount in cash determined by multiplying (i)
     the average of the closing sale prices of Parent Common Stock on
     the New York Stock Exchange (the "NYSE") as reported by The Wall
     Street Journal for the five trading days immediately preceding the
     date on which the Effective Time occurs by (ii) the fraction of a
     share of Parent Common Stock to which such holder would otherwise
     be entitled to receive pursuant to Section 1.4 hereto.

               (f)  Any portion of the Exchange Fund that remains
     unclaimed by the stockholders of Subject Company for twelve months
     after the Effective Time shall be paid to Parent.  Any
     stockholders of Subject Company who have not theretofore complied
     with this Article II shall thereafter look only to Parent for
     payment of the shares of Parent Common Stock or Parent New
     Preferred, cash in lieu of any fractional shares and unpaid
     dividends and distributions on the Parent Common Stock or Parent
     New Preferred deliverable in respect of each share of Subject
     Company Common Stock or Subject Company Preferred Stock, as the
     case may be, such stockholder holds as determined pursuant to this
     Agreement, in each case, without any interest thereon. 
     Notwithstanding anything to the contrary contained herein, none of
     Parent, Subject Company, the Exchange Agent or any other person
     shall be liable to any former holder of shares of Subject Company
     Common Stock or Subject Company Preferred Stock for any amount
     properly delivered to a public official pursuant to applicable
     abandoned property, escheat or similar laws.

               (g)  In the event any Certificate shall have been lost,
     stolen or destroyed, upon the making of an affidavit of that fact
     by the person claiming such Certificate to be lost, stolen or
     destroyed and, if required by Parent, the posting by such person
     of a bond in such amount as Parent may determine is reasonably
     necessary as indemnity against any claim that may be made against
     it with respect to such Certificate, the Exchange Agent will issue
     in exchange for such lost, stolen or destroyed Certificate the
     shares of Parent Common Stock and cash in lieu of fractional
     shares or Parent New Preferred, as the case may be, deliverable in
     respect thereof pursuant to this Agreement.

                                 ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF SUBJECT COMPANY

          Subject Company hereby represents and warrants to Parent as
     follows:

          3.1  Corporate Organization.  (a)  Subject Company is a
     corporation duly organized, validly existing and in good standing
     under the laws of the State of Delaware.  Subject Company has the
     corporate power and authority to own or lease all of its
     properties and assets and to carry on its business as it is now
     being conducted, and is duly licensed or qualified to do business
     in each jurisdiction in which the nature of the business conducted
     by it or the character or location of the properties and assets
     owned or leased by it makes such licensing or qualification
     necessary, except where the failure to be so licensed or qualified
     would not have nor reasonably be expected to have a Material
     Adverse Effect (as defined below) on Subject Company.  As used in
     this Agreement, the term "Material Adverse Effect" means, with
     respect to Parent, Subject Company or the Surviving Corporation,
     as the case may be, a material adverse effect on the business,
     results of operations or financial condition of such party and its
     Subsidiaries taken as a whole or a material adverse effect on such
     party's ability to consummate the transactions contemplated
     hereby; provided, however, that in determining whether a Material
     Adverse Effect has occurred there shall be excluded any effect on
     (I) the referenced party the cause of which is (i) any change in
     banking and similar laws, rules or regulations of general
     applicability or interpretations thereof by courts or governmental
     authorities, (ii) any change in generally accepted accounting
     principles or regulatory accounting requirements applicable to
     banks or their holding companies generally, (iii) any action or
     omission of Subject Company or Parent or any Subsidiary of either
     of them taken with the prior written consent of Parent or Subject
     Company, as applicable, in contemplation of the Merger and (iv)
     any changes in general economic conditions affecting banks or
     their holding companies generally and (II) Subject Company and its
     Subsidiaries caused by, relating to or arising out of the actions
     taken or omitted to be taken on or after October 17, 1995 by
     Subject Company and its directors, officers, employees,
     representatives and agents (i) in response to the various actions
     taken by Parent in connection with its efforts to engage in a
     business combination transaction with Subject Company and (ii) in
     connection with Subject Company's pursuit, prior to the date
     hereof, of strategic alternatives other than a business
     combination transaction with Parent (including without limitation
     the execution of the Terminated Merger Agreement and the
     Settlement Agreement and the other documents executed in
     connection therewith and any actions taken in connection therewith
     or in respect thereof), in each case including without limitation
     all attorneys', investment bankers', accountants' and other fees
     and expenses incurred in connection therewith or as a result of
     any actions, suits or proceedings relating thereto.  As used in
     this Agreement, the word "Subsidiary" when used with respect to
     any party means any bank, corporation, partnership or other
     organization, whether incorporated or unincorporated, which is
     consolidated with such party for financial reporting purposes. 
     Subject Company is duly registered as a bank holding company under
     the Bank Holding Company Act of 1956, as amended (the "BHC Act"). 
     The copies of the Certificate of Incorporation and Bylaws of
     Subject Company which have previously been made available to
     Parent, are true, complete and correct copies of such documents as
     in effect as of the date of this Agreement.

               (b)  Each Subject Company Subsidiary (i) is duly
     organized and validly existing as a bank, corporation or
     partnership under the laws of its jurisdiction of organization,
     (ii) is duly qualified to do business and in good standing in all
     jurisdictions (whether federal, state, local or foreign) where its
     ownership or leasing of property or the conduct of its business
     requires it to be so qualified and in which the failure to be so
     qualified would have or reasonably be expected to have a Material
     Adverse Effect on Subject Company, and (iii) has all requisite
     corporate power and authority to own or lease its properties and
     assets and to carry on its business as now conducted.

          3.2  Capitalization.  (a)  The authorized capital stock of
     Subject Company consists of 250,000,000 shares of Subject Company
     Common Stock, 15,000,000 shares of preferred stock, no par value,
     and 43,500,000 shares of Class A Common Stock, par value $0.01 per
     share ("Class A Common Stock").  At the close of business on
     December 31, 1995, there were 75,929,395 shares of Subject Company
     Common Stock outstanding, 1,750,000 shares of Subject Company
     Preferred Stock outstanding (evidenced by 14,000,000 Subject
     Company Depositary Shares, 8,000,000 of which each represent a
     one-eighth interest in a share of Subject Company 9.875% Preferred
     and 6,000,000 of which each represent a one-eighth interest in a
     share of Subject Company 9.0% Cumulative Preferred), no Shares of
     Class A Common Stock outstanding, and 8,356,601 shares of Subject
     Company Common Stock held in Subject Company's treasury.  As of
     December 31, 1995, no shares of Subject Company Common Stock or
     Subject Company Preferred Stock were reserved for issuance, except
     (i) 1,828,250 shares of Subject Company Common Stock were reserved
     for issuance pursuant to Subject Company's dividend reinvestment
     and stock purchase plans, (ii) 3,505,348 shares of Subject Company
     Common Stock were reserved for issuance upon the exercise of stock
     options pursuant to the Subject Company Stock Option Plans, (iii)
     15,073,106 shares of Subject Company Common Stock were reserved
     for issuance pursuant to the Subject Company Stock Option
     Agreement and (iv) the shares of Subject Company Common Stock
     reserved for issuance upon exercise of the Subject Company Rights
     distributed to holders of Subject Company Common Stock pursuant to
     the Subject Company Rights Agreement.  All of the issued and
     outstanding shares of Subject Company Common Stock and Subject
     Company Preferred Stock have been duly authorized and validly
     issued and are fully paid, nonassessable and free of preemptive
     rights, with no personal liability attaching to the ownership
     thereof.  As of the date of this Agreement, except (i) as set
     forth in Section 3.2(a) of the disclosure schedule of Subject
     Company delivered to Parent concurrently herewith (the "Subject
     Company Disclosure Schedule"), (ii) for the Subject Company Rights
     Agreement (a true and correct copy of which, including all
     amendments thereto, has been made available to Parent) and (iii)
     as set forth elsewhere in this Section 3.2(a), Subject Company
     does not have and is not bound by any outstanding subscriptions,
     options, warrants, calls, commitments or agreements of any
     character calling for the purchase or issuance of any shares of
     Subject Company Common Stock or Subject Company Preferred Stock or
     any other equity securities of Subject Company or any securities
     representing the right to purchase or otherwise receive any shares
     of Subject Company Common Stock or Subject Company Preferred
     Stock.  Except (i) as set forth in Section 3.2(a) of the Subject
     Company Disclosure Schedule, and (ii) for options permitted by
     this Agreement to be granted subsequent to the date of this
     Agreement, December 31, 1995 Subject Company has not issued any
     shares of its capital stock or any securities convertible into or
     exercisable for any shares of its capital stock, other than
     pursuant to Subject Company's dividend reinvestment and stock
     purchase plans, the exercise of employee stock options granted
     prior to such date and as disclosed in Section 3.2(a) of the
     Subject Company Disclosure Schedule, and the issuance of rights
     pursuant to the Subject Company Rights Agreement.

               (b)  Except as set forth in Section 3.2(b) of the
     Subject Company Disclosure Schedule, Subject Company owns,
     directly or indirectly, at least 99% of the issued and outstanding
     shares of capital stock of each of the material Subject Company
     Subsidiaries, free and clear of any liens, charges, encumbrances,
     adverse rights or claims and security interests whatsoever
     ("Liens"), and all of such shares are duly authorized and validly
     issued and are fully paid, nonassessable and free of preemptive
     rights, with no personal liability attaching to the ownership
     thereof.  No Subject Company Subsidiary has or is bound by any
     outstanding subscriptions, options, warrants, calls, commitments
     or agreements of any character calling for the purchase or
     issuance of any shares of capital stock or any other equity
     security of such Subsidiary or any securities representing the
     right to purchase or otherwise receive any shares of capital stock
     or any other equity security of such Subsidiary.  

          3.3  Authority; No Violation.  (a)  Subject Company has full
     corporate power and authority to execute and deliver this
     Agreement, the Fee Letter, of even date herewith, between Parent
     and Subject Company (the "Subject Company Fee Letter") pursuant to
     which Subject Company will in certain circumstances pay certain
     amounts to Parent, and the other documents, including the
     Settlement Agreement, contemplated to be executed and delivered by
     Subject Company in connection with the transactions contemplated
     hereby (this Agreement, together with the Subject Company Fee
     Letter and such other documents, collectively, the "Subject
     Company Documents"),  and to consummate the transactions
     contemplated hereby and thereby.  The execution and delivery of
     each of the Subject Company Documents and the consummation of the
     transactions contemplated hereby and thereby have been duly and
     validly approved by the Board of Directors of Subject Company. 
     The Board of Directors of Subject Company has directed that the
     agreement of merger (within the meaning of Section 251 of the
     DGCL) contained in this Agreement and the transactions
     contemplated hereby be submitted to Subject Company's stockholders
     for approval at a meeting of such stockholders and, except for the
     adoption of such agreement of merger by the affirmative vote of
     the holders of a majority of the outstanding shares of Subject
     Company Common Stock, no other corporate proceedings on the part
     of Subject Company are necessary to approve the Subject Company
     Documents and to consummate the transactions contemplated hereby
     and thereby.  Each of the Subject Company Documents has been duly
     and validly executed and delivered by Subject Company and
     (assuming due authorization, execution and delivery by Parent)
     this Agreement constitutes a valid and binding obligation of
     Subject Company, enforceable against Subject Company in accordance
     with its terms, except as enforcement may be limited by general
     principles of equity whether applied in a court of law or a court
     of equity and by bankruptcy, insolvency and similar laws affecting
     creditors' rights and remedies generally.

               (b)  Except as set forth in Section 3.3(b) of the
     Subject Company Disclosure Schedule, neither the execution and
     delivery of the Subject Company Documents by Subject Company nor
     the consummation by Subject Company of the transactions
     contemplated hereby and thereby, nor compliance by Subject Company
     with any of the terms or provisions hereof or thereof, will (i)
     violate any provision of the Certificate of Incorporation or
     Bylaws of Subject Company or any of the similar governing
     documents of any of its Subsidiaries or (ii) assuming that the
     consents and approvals referred to in Section 3.4 are duly
     obtained, (x) violate any statute, code, ordinance, rule,
     regulation, judgment, order, writ, decree or injunction applicable
     to Subject Company or any of its Subsidiaries or any of their
     respective properties or assets, or (y) violate, conflict with,
     result in a breach of any provision of or the loss of any benefit
     under, constitute a default (or an event which, with notice or
     lapse of time, or both, would constitute a default) under, result
     in the termination of or a right of termination or cancellation
     under, accelerate the performance required by, or result in the
     creation of any Lien upon any of the respective properties or
     assets of Subject Company or any of its Subsidiaries under, any of
     the terms, conditions or provisions of any note, bond, mortgage,
     indenture, deed of trust, license, lease, agreement or other
     instrument or obligation to which Subject Company or any of its
     Subsidiaries is a party, or by which they or any of their
     respective properties or assets may be bound or affected, except
     (in the case of clause (ii) above) for such violations, conflicts,
     breaches or defaults which, either individually or in the
     aggregate, will not have and would not reasonably be expected to
     have a Material Adverse Effect on Subject Company.

          3.4  Consents and Approvals.  Except for (i) the filing of
     applications and notices, as applicable, with the Board of
     Governors of the Federal Reserve System (the "Federal Reserve
     Board") under the BHC Act and approval of such applications and
     notices, (ii) the filing of any requisite applications with the
     Office of the Comptroller of the Currency (the "OCC") and the
     approval of such applications, (iii) the filing of any required
     applications or notices with any state agencies and approval of
     such applications and notices (the "State Approvals"),  (iv)
     approvals of boards of directors (or similar boards) and of
     shareholders of investment companies sponsored, advised or
     administered by Subject Company or its subsidiaries (the "Fund
     Approvals")  (and related SEC filings) (v) approval of the listing
     of the Parent Capital Stock to be issued in the Merger on the
     NYSE, (vi) the filing with the Securities and Exchange Commission
     (the "SEC") of a joint proxy statement in definitive form relating
     to the meetings of Parent's and Subject Company's stockholders to
     be held in connection with this Agreement and the transactions
     contemplated hereby (the "Joint Proxy Statement") and the filing
     and declaration of effectiveness of the registration statement on
     Form S-4 (the "S-4") in which the Joint Proxy Statement will be
     included as a prospectus, (vii) the filing of the Certificate of
     Merger with the Delaware Secretary pursuant to the DGCL, (viii)
     such filings and approvals as are required to be made or obtained
     under the securities or "Blue Sky" laws of various states in
     connection with the issuance of the shares of Parent Capital Stock
     pursuant to this Agreement, (ix) the adoption of the agreement of
     merger (within the meaning of Section 251 of the DGCL) contained
     in this Agreement by the requisite votes of the stockholders of
     Subject Company and the stockholders of Parent, (x) the consents
     and approvals set forth in Section 3.4 of the Subject Company
     Disclosure Schedule, and (xi) the consents and approvals of third
     parties which are not Governmental Entities (as defined below),
     the failure of which to obtain will not have and would not be
     reasonably expected to have a Material Adverse Effect, no consents
     or approvals of, or filings or registrations with, any court,
     administrative agency or commission or other governmental
     authority or instrumentality (each a "Governmental Entity") or
     with any third party are necessary in connection with (A) the
     execution and delivery by Subject Company of the Subject Company
     Documents and (B) the consummation by Subject Company of the
     Merger and the other transactions contemplated hereby and thereby.

          3.5  Reports.  Subject Company and each of its Subsidiaries
     have timely filed all material reports, registrations and
     statements, together with any amendments required to be made with
     respect thereto, that they were required to file since January 1,
     1993 with (i) the Federal Reserve Board, (ii) the OCC, (iii) any
     state regulatory authority (each a "State Regulator"), (iv) the
     SEC, (v) the FDIC, (vi) any self-regulatory organization ("SRO")
     and (vii) any foreign financial or self-regulatory organization
     (collectively "Regulatory Agencies") and have paid all fees and
     assessments due and payable in connection therewith.  Except for
     normal examinations conducted by a Regulatory Agency in the
     regular course of the business of Subject Company and its
     Subsidiaries or as set forth in Section 3.5 of the Subject Company
     Disclosure Schedule, no Regulatory Agency has initiated any
     proceeding or, to the best knowledge of Subject Company,
     investigation into the business or operations of Subject Company
     or any of its Subsidiaries since January 1, 1993.  Except as set
     forth in Section 3.5 of the Subject Company Disclosure Schedule,
     there is no material unresolved violation, criticism or exception
     by any Regulatory Agency with respect to any report or statement
     relating to any examinations of Subject Company or any of its
     Subsidiaries.  The deposits of each Subject Company Subsidiary
     that is an insured institution are insured by the FDIC in
     accordance with the Federal Deposit Insurance Act up to applicable
     limits.

          3.6  Financial Statements.  Subject Company has previously
     made available to Parent copies of (a) the consolidated balance
     sheets of Subject Company and its Subsidiaries, as of December 31,
     for the fiscal years 1993 and 1994, and the related consolidated
     statements of operations, shareholders' equity and cash flows for
     the fiscal years 1992 through 1994, inclusive, as reported in
     Subject Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1994 filed with the SEC under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), in each
     case accompanied by the audit report of Ernst & Young LLP,
     independent auditors with respect to Subject Company and (b) the
     unaudited consolidated balance sheet of Subject Company and its
     Subsidiaries as of September 30, 1994 and September 30, 1995 and
     the related unaudited consolidated statements of operations,
     shareholders' equity and cash flows for the periods then ended, as
     reported in Subject Company's Quarterly Report on Form 10-Q for
     the period ended September 30, 1995 filed with the SEC under the
     Exchange Act.  The December 31, 1994 consolidated balance sheet of
     Subject Company (including the related notes, where applicable)
     fairly presents the consolidated financial position of Subject
     Company and its Subsidiaries as of the date thereof, and the other
     financial statements referred to in this Section 3.6 (including
     the related notes, where applicable) fairly present, and the
     financial statements referred to in Section 6.12 hereof will
     fairly present (subject, in the case of the unaudited statements,
     to recurring audit adjustments normal in nature and amount), the
     results of the consolidated operations and changes in
     stockholders' equity and consolidated financial position of
     Subject Company and its Subsidiaries for the respective fiscal
     periods or as of the respective dates therein set forth.  Each of
     such statements (including the related notes, where applicable)
     complies, and the financial statements referred to in Section 6.12
     hereof will comply, in all material respects with applicable
     accounting requirements and with the published rules and
     regulations of the SEC with respect thereto and each of such
     statements (including the related notes, where applicable) has
     been, and the financial statements referred to in Section 6.12
     will be, prepared in accordance with generally accepted accounting
     principles ("GAAP") consistently applied during the periods
     involved, except in each case as indicated in such statements or
     in the notes thereto or, in the case of unaudited statements, as
     permitted by Form 10-Q.  The books and records of Subject Company
     and its Subsidiaries have been, and are being, maintained in all
     material respects in accordance with GAAP and any other applicable
     legal and accounting requirements and reflect only actual
     transactions.

          3.7  Broker's Fees.  Except as set forth in Section 3.7 of
     the Subject Company Disclosure Schedule, neither Subject Company
     nor any Subject Company Subsidiary nor any of their respective
     officers or directors has employed any broker or finder or
     incurred any liability for any broker's fees, commissions or
     finder's fees in connection with any of the transactions
     contemplated by the Subject Company Documents.

          3.8  Absence of Certain Changes or Events.  (a)  Except as
     publicly disclosed in Subject Company Reports (as defined in
     Section 3.12) filed prior to the date hereof, or as set forth in
     Section 3.8(a) of the Subject Company Disclosure Schedule, since
     September 30, 1995, no event (including, without limitation, any
     earthquake or other act of God) has occurred which has had or
     would reasonably be expected to have, individually or in the
     aggregate, a Material Adverse Effect on Subject Company or the
     Surviving Corporation.

               (b)  Except as set forth in Section 3.8(b) of the
     Subject Company Disclosure Schedule, since September 30, 1995,
     Subject Company and its Subsidiaries have carried on their
     respective businesses in all material respects in the ordinary
     course of business, and neither Subject Company nor any of its
     Subsidiaries has (i) except for normal increases in the ordinary
     course of business consistent with past practice and except as
     required by applicable law, increased the wages, salaries,
     compensation, pension or other fringe benefits or perquisites
     payable to any named executive officer (within the meaning of
     Regulation S-K of the SEC) or director, other than persons newly
     hired for such position, from the amount thereof in effect as of
     September 30, 1995, or granted any severance or termination pay,
     entered into any contract to make or grant any severance or
     termination pay, or paid any bonus, in each case to any such named
     executive officer or director, other than pursuant to preexisting
     agreements or arrangements or (ii) suffered any strike, work
     stoppage, slow-down or other labor disturbance.

          3.9  Legal Proceedings.  (a)  Except as set forth in Section
     3.9 of the Subject Company Disclosure Schedule, neither Subject
     Company nor any of its Subsidiaries is a party to any, and there
     are no pending or, to the best of Subject Company's knowledge,
     threatened, legal, administrative, arbitral or other proceedings,
     claims, actions or governmental or regulatory investigations of
     any nature against Subject Company or any of its Subsidiaries or
     challenging the validity or propriety of the transactions
     contemplated by the Subject Company Documents as to which there is
     a reasonable probability of an adverse determination and which, if
     adversely determined, would, individually or in the aggregate,
     have or reasonably be expected to have a Material Adverse Effect
     on Subject Company.

               (b)  There is no injunction, order, judgment, decree or
     regulatory restriction imposed upon Subject Company, any of its
     Subsidiaries or the assets of Subject Company or any of its
     Subsidiaries which has had, or would reasonably be expected to
     have, a Material Adverse Effect on Subject Company or the
     Surviving Corporation.

          3.10 Taxes and Tax Returns.  (a)  Subject Company and each of
     its Subsidiaries has timely filed or caused to be filed all
     returns, declarations, reports, estimates, information returns and
     statements required to be filed under federal, state, local or any
     foreign tax laws ("Tax Returns") with respect to Subject Company
     or any of its Subsidiaries, except where the failure to file
     timely such Tax Returns would not have and would not reasonably be
     expected to have a Material Adverse Effect on Subject Company. 
     All Taxes shown to be due on such Tax Returns have been paid or
     adequate reserves have been established for the payment of such
     Taxes, except where the failure to pay or establish adequate
     reserves would not have and would not reasonably be expected to
     have a Material Adverse Effect on Subject Company.  Except as set
     forth in Section 3.10(a) of the Subject Company Disclosure
     Schedule, no material (i) audit or examination or (ii) refund
     litigation with respect to any Tax Return is pending.  All
     material Tax Returns filed by Subject Company and each of its
     Subsidiaries are complete and accurate in all material respects.

               (b)  Subject Company has no reason to believe that any
     conditions exist that might prevent or impede the Merger from
     qualifying as a reorganization within the meaning of Section
     368(a) of the Code.

               (c)  For purposes of this Agreement, "Taxes" shall mean
     all taxes, charges, fees, levies or other assessments, including,
     without limitation, all net income, gross income, gross receipts,
     sales, use, ad valorem, goods and services, capital, transfer,
     franchise, profits, license, withholding, payroll, employment,
     employer health, excise, estimated, severance, stamp, occupation,
     property or other taxes, customs duties, fees, assessments or
     charges of any kind whatsoever, together with any interest and any
     penalties, additions to tax or additional amounts imposed by any
     taxing authority.

          3.11 Employees.  (a)  Section 3.11(a) of the Subject Company
     Disclosure Schedule sets forth a true and complete list of each
     material employee benefit plan, arrangement or agreement that is
     maintained as of the date of this Agreement (the "Plans") by
     Subject Company or any of its Subsidiaries or by any trade or
     business, whether or not incorporated (an "ERISA Affiliate"), all
     of which together with Subject Company would be deemed a "single
     employer" within the meaning of Section 4001 of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA").

               (b)  As soon as practicable after the date hereof,
     Subject Company shall make available to Parent true and complete
     copies of each of the Plans and all related documents, including
     but not limited to (i) the actuarial report for such Plan (if
     applicable) for each of the last two years, and (ii) the most
     recent determination letter from the Internal Revenue Service (if
     applicable) for such Plan.

               (c)  Except as set forth in Section 3.11(c) of the
     Subject Company Disclosure Schedule, (i) each of the Plans has
     been operated and administered in all material respects in
     accordance with applicable laws, including but not limited to
     ERISA and the Code, (ii) each of the Plans intended to be
     "qualified" within the meaning of Section 401(a) of the Code is so
     qualified, (iii) with respect to each Plan which is subject to
     Title IV of ERISA, the present value of accrued benefits under
     such Plan, based upon the actuarial assumptions used for funding
     purposes in the most recent actuarial report prepared by such
     Plan's actuary with respect to such Plan, did not, as of its
     latest valuation date, exceed the then current value of the assets
     of such Plan allocable to such accrued benefits, (iv) no Plan
     provides benefits, including without limitation death or medical
     benefits (whether or not insured), with respect to current or
     former employees of Subject Company, its Subsidiaries or any ERISA
     Affiliate beyond their retirement or other termination of service,
     other than (w) coverage mandated by applicable law, (x) death
     benefits or retirement benefits under any "employee pension plan,"
     as that term is defined in Section 3(2) of ERISA, (y) deferred
     compensation benefits accrued as liabilities on the books of
     Subject Company, its Subsidiaries or the ERISA Affiliates or (z)
     benefits the full cost of which is borne by the current or former
     employee (or his beneficiary), (v) no liability under Title IV of
     ERISA has been incurred by Subject Company, its Subsidiaries or
     any ERISA Affiliate that has not been satisfied in full, and no
     condition exists that presents a material risk to Subject Company,
     its Subsidiaries or any ERISA Affiliate of incurring a material
     liability thereunder, (vi) no Plan is a "multiemployer pension
     plan," as such term is defined in Section 3(37) of ERISA, (vii)
     all contributions or other amounts payable by Subject Company or
     its Subsidiaries as of the Effective Time with respect to each
     Plan in respect of current or prior plan years have been paid or
     accrued in accordance with generally accepted accounting practices
     and Section 412 of the Code, (viii) since January 1, 1994 neither
     Subject Company, its Subsidiaries nor any ERISA Affiliate has
     engaged in a transaction in connection with which Subject Company,
     its Subsidiaries or any ERISA Affiliate could be subject to either
     a material civil penalty assessed pursuant to Section 409 or
     502(i) of ERISA or a material tax imposed pursuant to Section 4975
     or 4976 of the Code, and (ix) to the best knowledge of Subject
     Company there are no pending, threatened or anticipated claims
     (other than routine claims for benefits) by, on behalf of or
     against any of the Plans or any trusts related thereto which
     would, individually or in the aggregate, have or be reasonably
     expected to have a Material Adverse Effect on Subject Company.

          3.12 SEC Reports.  Subject Company has previously made
     available to Parent an accurate and complete copy of each final
     registration statement, prospectus, report, schedule and
     definitive proxy statement filed since January 1, 1994 and prior
     to the date hereof by Subject Company with the SEC pursuant to the
     Securities Act of 1933, as amended (the "Securities Act"), or the
     Exchange Act (the "Subject Company Reports"), and no such
     registration statement, prospectus, report, schedule or proxy
     statement contained any untrue statement of a material fact or
     omitted to state any material fact required to be stated therein
     or necessary in order to make the statements therein, in light of
     the circumstances in which they were made, not misleading. 
     Subject Company has timely filed all Subject Company Reports and
     other documents required to be filed by it under the Securities
     Act and the Exchange Act, and, as of their respective dates, all
     Subject Company Reports complied in all material respects with the
     published rules and regulations of the SEC with respect thereto.

          3.13 Compliance with Applicable Law.  Except as disclosed in
     Section 3.13 of the Subject Company Disclosure Schedule, Subject
     Company and each of its Subsidiaries hold, and have at all times
     held, all material licenses, franchises, permits and
     authorizations necessary for the lawful conduct of their
     respective businesses under and pursuant to all, and have complied
     with and are not in default in any material respect under any,
     applicable law, statute, order, rule, regulation, policy and/or
     guideline of any Governmental Entity relating to Subject Company
     or any of its Subsidiaries, except where the failure to hold such
     license, franchise, permit or authorization or such noncompliance
     or default would not, individually or in the aggregate, have or
     reasonably be expected to have a Material Adverse Effect on
     Subject Company, and neither Subject Company nor any of its
     Subsidiaries knows of, or has received notice of, any violations
     of any of the above which, individually or in the aggregate, would
     have or would reasonably be expected to have a Material Adverse
     Effect on Subject Company.

          3.14 Certain Contracts.  (a)  Except as set forth in Section
     3.14(a) of the Subject Company Disclosure Schedule and except for
     the Settlement Agreement, neither Subject Company nor any of its
     Subsidiaries is a party to or is bound by any contract,
     arrangement, commitment or understanding (whether written or oral)
     (i) which is a material contract (as defined in Item 601(b)(10) of
     Regulation S-K of the SEC) to be performed after the date of this
     Agreement that has not been filed or incorporated by reference in
     the Subject Company Reports, (ii) which materially restricts the
     conduct of any line of business by Subject Company, or (iii) with
     or to a labor union or guild (including any collective bargaining
     agreement).  Subject Company has made available to Parent true and
     correct copies of all material employment, consulting and deferred
     compensation agreements to which Subject Company or any of its
     Subsidiaries is a party.  Each contract, arrangement, commitment
     or understanding of the type described in this Section 3.14(a),
     other than the Subject Company Documents, whether or not set forth
     in Section 3.14(a) of the Subject Company Disclosure Schedule, is
     referred to herein as a "Subject Company Contract," and neither
     Subject Company nor any of its Subsidiaries knows of, or has
     received notice of, any violation of the above by any of the other
     parties thereto which, individually or in the aggregate, would
     have or would reasonably be expected to have a Material Adverse
     Effect on Subject Company.

               (b)  (i) Each Subject Company Contract is valid and
     binding and in full force and effect, (ii) Subject Company and
     each of its Subsidiaries has in all material respects performed
     all obligations required to be performed by it to date under each
     Subject Company Contract, and (iii) no event or condition exists
     which constitutes or, after notice or lapse of time or both, would
     constitute a material default on the part of Subject Company or
     any of its Subsidiaries under any such Subject Company Contract,
     except, in each case, where such invalidity, failure to be
     binding, failure to so perform or default, individually or in the
     aggregate, would not have or reasonably be expected to have a
     Material Adverse Effect on Subject Company.

          3.15 Agreements with Regulatory Agencies.  Except as set
     forth in Section 3.15 of the Subject Company Disclosure Schedule,
     neither Subject Company nor any of its Subsidiaries is subject to
     any cease-and-desist or other order issued by, or is a party to
     any written agreement, consent agreement or memorandum of
     understanding with, or is a party to any commitment letter or
     similar undertaking to, or is subject to any order or directive
     by, or has adopted any board resolutions at the request of (each,
     whether or not set forth in Section 3.15 of the Subject Company
     Disclosure Schedule, a "Regulatory Agreement"), any Regulatory
     Agency or other Governmental Entity that restricts the conduct of
     its business or that in any manner relates to its capital
     adequacy, its credit policies, its management or its business, nor
     has Subject Company or any of its Subsidiaries been advised by any
     Regulatory Agency or other Governmental Entity that it is
     considering issuing or requesting any Regulatory Agreement.

          3.16 Undisclosed Liabilities.  Except (i) for those
     liabilities that are fully reflected or reserved against on the
     consolidated balance sheet of Subject Company included in the
     Subject Company Form 10-Q for the quarter ended September 30,
     1995, (ii) for liabilities incurred in the ordinary course of
     business consistent with past practice since September 30, 1995,
     and (iii) as set forth in Section 3.16 of the Subject Company
     Disclosure Schedule, neither Subject Company nor any of its
     Subsidiaries has incurred any liability of any nature whatsoever
     (whether absolute, accrued, contingent or otherwise and whether
     due or to become due) that, either alone or when combined with all
     similar liabilities, has had, or would reasonably be expected to
     have, a Material Adverse Effect on Subject Company.

          3.17 State Takeover Laws.  The Board of Directors of Subject
     Company has taken all action required to be taken by it to provide
     that this Agreement, the Subject Company Fee Letter and the
     transactions contemplated hereby and thereby shall be exempt from
     the requirements of any "moratorium," "control share," "fair
     price" or other anti-takeover laws or regulations of any state.

          3.18 Rights Agreement.  Subject Company has taken all action
     (including, if required, redeeming all of the outstanding common
     stock purchase rights issued pursuant to the Subject Company
     Rights Agreement or amending or terminating the Subject Company
     Rights Agreement) so that the entering into of the Subject Company
     Documents and the consummation of the transactions contemplated
     hereby and thereby do not and will not result in the grant of any
     rights to any person under the Subject Company Rights Agreement or
     enable or require the Subject Company Rights to be exercised,
     distributed or triggered.

          3.19 Subject Company Information.  The information relating
     to Subject Company and its Subsidiaries to be provided by Subject
     Company to be contained in the Joint Proxy Statement and the S-4,
     or in any other document filed with any other regulatory agency in
     connection herewith, will not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make
     the statements therein, in light of the circumstances in which
     they are made, not misleading.  The Joint Proxy Statement (except
     for such portions thereof that relate only to Parent or any of its
     Subsidiaries) will comply as to form in all material respects with
     the provisions of the Exchange Act and the rules and regulations
     thereunder.

          3.20 Environmental Liability.  Except as set forth in Section
     3.20 of the Subject Company Disclosure Schedule, there are no
     legal, administrative, arbitral or other proceedings, claims,
     actions, causes of action, private environmental investigations or
     remediation activities or governmental investigations of any
     nature seeking to impose, or that reasonably could be expected to
     result in the imposition, on Subject Company or any of its
     Subsidiaries of any liability or obligation arising under common
     law standards relating to environmental protection, human health
     or safety, or under any local, state or federal environmental
     statute, regulation or ordinance, including, without limitation,
     the Comprehensive Environmental Response, Compensation and
     Liability Act of 1980, as amended (collectively, the
     "Environmental Laws"), pending or, to the knowledge of Subject
     Company,  threatened, against Subject Company or any of its
     Subsidiaries, which liability or obligation would have or would
     reasonably be expected to have a Material Adverse Effect on
     Subject Company.  To the knowledge of Subject Company or any of
     its Subsidiaries, there is no reasonable basis for any such
     proceeding, claim, action or governmental investigation that would
     impose any liability or obligation that would have or would
     reasonably be expected to have a Material Adverse Effect on
     Subject Company.  To the knowledge of Subject Company, during or
     prior to the period of (i) its or any of its Subsidiaries'
     ownership or operation of any of their respective current
     properties, (ii) its or any of its Subsidiaries' participation in
     the management of any property, or (iii) its or any of its
     Subsidiaries' holding of a security interest or other interest in
     any property, there were no releases or threatened releases of
     hazardous, toxic, radioactive or dangerous materials or other
     materials regulated under Environmental Laws in, on, under or
     affecting any such property which would reasonably be expected to
     have a Material Adverse Effect.  Neither Subject Company nor any
     of its Subsidiaries is subject to any agreement, order, judgment,
     decree, letter or memorandum by or with any court, governmental
     authority, regulatory agency or third party imposing any material
     liability or obligation pursuant to or under any Environmental Law
     that would have or would reasonably be expected to have a Material
     Adverse Effect on Subject Company.

          3.21 Interest Rate Risk Management Instruments.  All interest
     rate swaps, caps, floors and option agreements and other interest
     rate risk management arrangements, whether entered into for the
     account of Subject Company or for the account of a customer of
     Subject Company or one of its Subsidiaries, were entered into in
     accordance with prudent banking practices and applicable rules,
     regulations and policies of any regulatory authority and with
     counterparties believed to be financially responsible at the time
     and are legal, valid and binding obligations of Subject Company or
     one of its Subsidiaries enforceable in accordance with their terms
     (except as enforcement may be limited by general principles of
     equity whether applied in a court of law or a court of equity and
     by bankruptcy, insolvency and similar laws affecting creditors'
     rights and remedies generally), and are in full force and effect. 
     Subject Company and each of its Subsidiaries have duly performed
     in all material respects all of their material obligations
     thereunder to the extent that such obligations to perform have
     accrued; and, to Subject Company's knowledge, there are no
     breaches, violations or defaults or allegations or assertions of
     such by any party thereunder which would have or would reasonably
     be expected to have a Material Adverse Effect on Subject Company.

          3.22 Terminated Merger Agreement.  Subject Company (i) has
     taken all corporate action necessary to terminate the Terminated
     Merger Agreement pursuant to the provisions of Section 8.1(f)
     thereof and (ii) has no further obligation under the Terminated
     Merger Agreement and the other agreements executed in connection
     therewith, including the Subject Company Stock Option Agreement
     and the North Fee Letter, other than as specified in Section 8.2
     of the Terminated Merger Agreement or in the Settlement Agreement. 
     Before Subject Company provided Parent with any nonpublic
     information, otherwise facilitated any effort or attempt by Parent
     to make or implement a Takeover Proposal (as defined, for purposes
     of this Section 3.22, in Section 5.2(f) of the Terminated Merger
     Agreement) for Subject Company, recommended or endorsed Parent's
     Takeover Proposal or participated in discussions and negotiations
     with Parent relating to such Takeover Proposal, or authorized its
     officers, directors, employees or agents to do any of the
     foregoing, the Board of Directors of Subject Company, after having
     consulted with and considered the advice of outside counsel,
     reasonably determined in good faith that the failure to do so
     would have caused the members of such Board of Directors to breach
     their fiduciary duties under applicable law.  

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES
                                  OF PARENT

          Parent hereby represents and warrants to Subject Company as
     follows:

          4.1  Corporate Organization.  (a)  Parent is a corporation
     duly organized, validly existing and in good standing under the
     laws of the State of Delaware.  Parent has the corporate power and
     authority to own or lease all of its properties and assets and to
     carry on its business as it is now being conducted, and is duly
     licensed or qualified to do business in each jurisdiction in which
     the nature of the business conducted by it or the character or
     location of the properties and assets owned or leased by it makes
     such licensing or qualification necessary, except where the
     failure to be so licensed or qualified would not have or
     reasonably be expected to have a Material Adverse Effect on
     Parent.  Parent is duly registered as a bank holding company under
     the BHC Act.  The copies of the Restated Certificate of
     Incorporation and Bylaws of Parent, which have previously been
     made available to Subject Company, are true, complete and correct
     copies of such documents as in effect as of the date of this
     Agreement.

               (b)  Each Parent Subsidiary (i) is duly organized and
     validly existing as a bank, corporation or partnership under the
     laws of its jurisdiction of organization, (ii) is duly qualified
     to do business and in good standing in all jurisdictions (whether
     federal, state, local or foreign) where its ownership or leasing
     of property or the conduct of its business requires it to be so
     qualified and in which the failure to be so qualified would have
     or reasonably be expected to have a Material Adverse Effect on
     Parent, and (iii) has all requisite corporate power and authority
     to own or lease its properties and assets and to carry on its
     business as now conducted.

          4.2  Capitalization.  (a)  The authorized capital stock of
     Parent consists of 150,000,000 shares of Parent Common Stock and
     25,000,000 shares of Preferred Stock, par value $5.00 per share
     ("Parent Preferred Stock").  At the close of business on December
     31, 1995, there were 46,973,319 shares of Parent Common Stock
     outstanding, 1,500,000 shares of Parent Preferred Stock designated
     and 1,500,000 shares issued and outstanding as Series Adjustable
     Rate Cumulative Preferred Stock, Series B ("Parent Series B
     Preferred Stock"), 517,500 shares of Parent Preferred Stock
     designated and 517,500 shares issued and outstanding as  9%
     Preferred Stock, Series C ("Parent Series C Preferred Stock"),
     368,000 shares of Parent Preferred Stock designated and 368,000
     shares issued and outstanding as 8 7/8% Preferred Stock, Series D
     ("Parent Series D Preferred Stock"), and no shares of Parent
     Common Stock held in Parent's treasury.  On December 31, 1995, no
     shares of Parent Common Stock or Parent Preferred Stock were
     reserved for issuance, except that (i) 11,555,655 shares of Parent
     Common Stock were reserved for issuance pursuant to outstanding
     options, the Parent dividend reinvestment plan, the Parent
     employee stock purchase plan, the Parent director option plans 
     and employee benefit plans and (ii) $180 million in stockholders
     equity designated for the retirement or redemption of the Parent
     Mandatory Equity Notes due 1998.  All of the issued and
     outstanding shares of the Parent Common Stock and Parent Preferred
     Stock have been duly authorized and validly issued and are fully
     paid, nonassessable and free of preemptive rights, with no
     personal liability attaching to the ownership thereof.  As of the
     date of this Agreement, except (i) as set forth in Schedule 4.2(a)
     of the Parent Disclosure Schedule (as defined below) and (ii) as
     set forth elsewhere in this Section 4.2(a), Parent does not have
     and is not bound by any outstanding subscriptions, options,
     warrants, calls, commitments or agreements of any character
     calling for the purchase or issuance of any shares of Parent
     Common Stock or Parent Preferred Stock or any other equity
     securities of Parent or any securities representing the right to
     purchase or otherwise receive any shares of Parent Common Stock or
     Parent Preferred Stock.  Except (i) as set forth in Section 4.2(a)
     of the disclosure schedule of Parent delivered to Subject Company
     concurrently herewith (the "Parent Disclosure Schedule") and (ii)
     for options permitted by this Agreement to be granted subsequent
     to the date of this Agreement, since December 31, 1995, Parent has
     not issued any shares of its capital stock or any securities
     convertible into or exercisable for any shares of its capital
     stock, other than pursuant to Parent's dividend reinvestment and
     stock purchase plans and the exercise of employee stock options
     granted  prior to such date and as disclosed in Section 4.2(a) of
     the Parent Disclosure Schedule.  The shares of Parent Capital
     Stock to be issued pursuant to the Merger will be duly authorized
     and validly issued and, at the Effective Time, all such shares
     will be fully paid, nonassessable and free of preemptive rights,
     with no personal liability attaching to the ownership thereof.

               (b)  Except as set forth in Section 4.2(b) of the Parent
     Disclosure Schedule, Parent owns, directly or indirectly, at least
     99% of the issued and outstanding shares of capital stock of each
     of the material Parent Subsidiaries, free and clear of any Liens,
     and all of such shares are duly authorized and validly issued and
     are fully paid, nonassessable and free of preemptive rights, with
     no personal liability attaching to the ownership thereof.  No
     Parent Subsidiary has or is bound by any outstanding
     subscriptions, options, warrants, calls, commitments or agreements
     of any character calling for the purchase or issuance of any
     shares of capital stock or any other equity security of such
     Subsidiary or any securities representing the right to purchase or
     otherwise receive any shares of capital stock or any other equity
     security of such Subsidiary.

          4.3  Authority; No Violation.  (a)  Parent has full corporate
     power and authority to execute and deliver this Agreement, the Fee
     Letter, of even date herewith, between Parent and Subject Company
     (the "Parent Fee Letter," and together with the Subject Company
     Fee Letter, the "Fee Letters") pursuant to which Parent will in
     certain circumstances pay certain amounts to Subject Company, and
     the other documents contemplated to be executed and delivered by
     Parent, including the Settlement Agreement, in connection with the
     transactions contemplated hereby (this Agreement, together with
     the Parent Fee Letter, and such other documents, collectively, the
     "Parent Documents") and to consummate the transactions
     contemplated hereby and thereby.  The execution and delivery of
     each of the Parent Documents and the consummation of the
     transactions contemplated hereby and thereby have been duly and
     validly approved by the Board of Directors of Parent.  The Board
     of Directors of Parent has directed that the agreement of merger
     (within the meaning of Section 251 of the DGCL) contained in this
     Agreement and the transactions contemplated hereby be submitted to
     Parent's stockholders for approval at a meeting of such
     stockholders and, except for the adoption of such agreement of
     merger by the affirmative vote of the holders of a majority of the
     outstanding shares of Parent Common Stock, no other corporate
     proceedings on the part of Parent are necessary to approve the
     Parent Documents and to consummate the transactions contemplated
     hereby and thereby.  Each of the Parent Documents has been duly
     and validly executed and delivered by Parent and (assuming due
     authorization, execution and delivery by Subject Company) this
     Agreement constitutes a valid and binding obligation of Parent,
     enforceable against Parent in accordance with its terms, except as
     enforcement may be limited by general principles of equity whether
     applied in a court of law or a court of equity and by bankruptcy,
     insolvency and similar laws affecting creditors' rights and
     remedies generally.

               (b)  Except as set forth in Section 4.3(b) of the Parent
     Disclosure Schedule, neither the execution and delivery of the
     Parent Documents by Parent, nor the consummation by Parent of the
     transactions contemplated hereby and thereby, nor compliance by
     Parent with any of the terms or provisions hereof or thereof, will
     (i) violate any provision of the Restated Certificate of
     Incorporation or Bylaws of Parent or any of the similar governing
     documents of any of its Subsidiaries or (ii) assuming that the
     consents and approvals referred to in Section 4.4 are duly
     obtained, (x) violate any statute, code, ordinance, rule,
     regulation, judgment, order, writ, decree or injunction applicable
     to Parent or any of its Subsidiaries or any of their respective
     properties or assets, or (y) violate, conflict with, result in a
     breach of any provision of or the loss of any benefit under,
     constitute a default (or an event which, with notice or lapse of
     time or both, would constitute a default) under, result in the
     termination of or a right of termination or cancellation under,
     accelerate the performance required by, or result in the creation
     of any Lien upon any of the respective properties or assets of
     Parent or any of its Subsidiaries under, any of the terms,
     conditions or provisions of any note, bond, mortgage, indenture,
     deed of trust, license, lease, agreement or other instrument or
     obligation to which Parent or any of its Subsidiaries is a party,
     or by which they or any of their respective properties or assets
     may be bound or affected, except (in the case of clause (ii)
     above) for such violations, conflicts, breaches or defaults which
     either individually or in the aggregate will not have and would
     not reasonably be expected to have a Material Adverse Effect on
     Parent.

               4.4  Consents and Approvals.  Except for (i) the filing of
          applications and notices, as applicable, with the Federal Reserve
          Board under the BHC Act and approval of such applications and
          notices, (ii) the filing of any requisite applications with the
          OCC and the approval of such applications, (iii) the filings with
          respect to the State Approvals (including receipt of such State
          Approvals), (iv) the Fund Approvals (and related SEC filings), (v)
          approval of the listing of the Parent Capital Stock to be issued
          in the Merger on the NYSE, (vi) the filing with the SEC of the
          Joint Proxy Statement and the filing and declaration of
          effectiveness of the S-4, (vii) the filing of the Certificate of
          Merger with the Delaware Secretary pursuant to the DGCL, (viii)
          such filings and approvals as are required to be made or obtained
          under the securities or "Blue Sky" laws of various states in
          connection with the issuance of the shares of Parent Capital Stock
          pursuant to this Agreement, (ix) the adoption of the agreement of
          merger (within the meaning of Section 251 of the DGCL) contained
          in this Agreement by the requisite votes of the stockholders of
          Subject Company and the stockholders of Parent, (x) the consents
          and approvals set forth in Section 4.4 of the Parent Disclosure
          Schedule, and (xi) the consents and approvals of third parties
          which are not Governmental Entities, the failure of which to
          obtain will not have and would not be reasonably expected to have
          a Material Adverse Effect, no consents or approvals of, or filings
          or registrations with, any Governmental Entity or any third party
          are necessary in connection with (A) the execution and delivery by
          Parent of the Parent Documents and (B) the consummation by Parent
          of the Merger and the other transactions contemplated hereby and
          thereby.

               4.5  Reports.  Parent and each of its Subsidiaries have
          timely filed all material reports, registrations and statements,
          together with any amendments required to be made with respect
          thereto, that they were required to file since January 1, 1993
          with the Regulatory Agencies, and have paid all fees and
          assessments due and payable in connection therewith.  Except for
          normal examinations conducted by a Regulatory Agency in the
          regular course of the business of Parent and its Subsidiaries, no
          Regulatory Agency has initiated any proceeding or, to the best
          knowledge of Parent, investigation into the business or operations
          of Parent or any of its Subsidiaries since January 1, 1993.  There
          is no material unresolved violation, criticism, or exception by
          any Regulatory Agency with respect to any report or statement
          relating to any examinations of Parent or any of its Subsidiaries. 
          The deposits of each Parent Subsidiary that is an insured
          institution are insured by the FDIC in accordance with the Federal
          Deposit Insurance Act up to applicable limits.

               4.6  Financial Statements.  Parent has previously made
          available to Subject Company copies of (a) the consolidated
          balance sheets of Parent and its Subsidiaries, as of December 31,
          for the fiscal years 1993 and 1994, and the related consolidated
          statements of income, changes in stockholders' equity and cash
          flows for the fiscal years 1992 through 1994, inclusive, as
          reported in Parent's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1994 filed with the SEC under the Exchange
          Act, in each case accompanied by the audit report of KPMG Peat
          Marwick LLP, independent public accountants with respect to Parent
          and (b) the unaudited consolidated balance sheet of Parent and its
          Subsidiaries as of September 30, 1994 and September 30, 1995 and
          the related unaudited consolidated statements of income, cash
          flows and changes in stockholders' equity for the periods then
          ended, as reported in Parent's Quarterly Report on Form 10-Q for
          the period ended September 30, 1995 filed with the SEC under the
          Exchange Act.  The December 31, 1994 consolidated balance sheet of
          Parent (including the related notes, where applicable) fairly
          presents the consolidated financial position of Parent and its
          Subsidiaries as of the date thereof, and the other financial
          statements referred to in this Section 4.6 (including the related
          notes, where applicable) fairly present, and the financial
          statements referred to in Section 6.12 hereof will fairly present
          (subject, in the case of the unaudited statements, to recurring
          audit adjustments normal in nature and amount), the results of the
          consolidated operations and changes in stockholders' equity and
          consolidated financial position of Parent and its Subsidiaries for
          the respective fiscal periods or as of the respective dates
          therein set forth.  Each of such statements (including the related
          notes, where applicable) complies, and the financial statements
          referred to in Section 6.12 hereof will comply, in all material
          respects with applicable accounting requirements and with the
          published rules and regulations of the SEC with respect thereto;
          and each of such statements (including the related notes, where
          applicable) has been, and the financial statements referred to in
          Section 6.12 will be, prepared in accordance with GAAP
          consistently applied during the periods involved, except in each
          case as indicated in such statements or in the notes thereto or,
          in the case of unaudited statements, as permitted by Form 10-Q. 
          The books and records of Parent and its Subsidiaries have been,
          and are being, maintained in all material respects in accordance
          with GAAP and any other applicable legal and accounting
          requirements and reflect only actual transactions.

               4.7  Broker's Fees.  Except as set forth in Section 4.7 of
          the Parent Disclosure Schedule, neither Parent nor any Parent
          Subsidiary nor any of their respective officers or directors has
          employed any broker or finder or incurred any liability for any
          broker's fees, commissions or finder's fees in connection with any
          of the transactions contemplated by the Parent Documents.

               4.8  Absence of Certain Changes or Events.  (a)  Except as
          publicly disclosed in Parent Reports (as defined below) filed
          prior to the date hereof, since September 30, 1995, no event
          (including, without limitation, any earthquake or other act of
          God) has occurred which has had or would reasonably be expected to
          have, individually or in the aggregate, a Material Adverse Effect
          on Parent.

                    (b)  Except as set forth in Section 4.8(b) of the Parent
          Disclosure Schedule, since September 30, 1995, Parent and its
          Subsidiaries have carried on their respective businesses in all
          material respects in the ordinary course of business, and neither
          Parent nor any of its Subsidiaries has (i) except for normal
          increases in the ordinary course of business consistent with past
          practice and except as required by applicable law, increased the
          wages, salaries, compensation, pension or other fringe benefits or
          perquisites payable to any named executive officer (within the
          meaning of Regulation S-K of the SEC) or director, other than
          persons newly hired for such positions, from the amount thereof in
          effect as of September 30, 1995, or granted any severance or
          termination pay, entered into any contract to make or grant any
          severance or termination pay, or paid any bonus, in each case to
          any such named executive officer or director, other than pursuant
          to preexisting agreements or arrangements or (ii) suffered any
          strike, work stoppage, slow-down or other labor disturbance.

               4.9  Legal Proceedings.  (a)  Neither Parent nor any of its
          Subsidiaries is a party to any, and there are no pending or, to
          the best of Parent's knowledge, threatened, legal, administrative,
          arbitral or other proceedings, claims, actions or governmental or
          regulatory investigations of any nature against Parent or any of
          its Subsidiaries or challenging the validity or propriety of the
          transactions contemplated by the Parent Documents as to which
          there is a reasonable probability of an adverse determination and
          which, if adversely determined, would, individually or in the
          aggregate, have or reasonably be expected to have a Material
          Adverse Effect on Parent.

                    (b)  There is no injunction, order, judgment, decree, or
          regulatory restriction imposed upon Parent, any of its
          Subsidiaries or the assets of Parent or any of its Subsidiaries
          which has had, or would reasonably be expected to have, a Material
          Adverse Effect on Parent or the Surviving Corporation.

               4.10 Taxes and Tax Returns.  (a)  Parent and each of its
          Subsidiaries has timely filed or caused to be filed all Tax
          Returns with respect to Parent or any of its Subsidiaries, except
          where the failure to file timely such Tax Returns would not have
          and would not reasonably be expected to have a Material Adverse
          Effect on Parent.  All Taxes shown to be due on such Tax Returns
          have been paid or adequate reserves have been established for the
          payment of such Taxes, except where the failure to pay or
          establish adequate reserves would not have and would not
          reasonably be expected to have a Material Adverse Effect on
          Parent.  Except as set forth in Section 4.10(a) of the Parent
          Disclosure Schedule, no material (i) audit or examination or (ii)
          refund litigation with respect to any Tax Return is pending.  All
          material Tax Returns filed by Parent and each of its Subsidiaries
          are complete and accurate in all material respects.

                    (b)  Parent has no reason to believe that any conditions
          exist that might prevent or impede the Merger from qualifying as a
          reorganization within the meaning of Section 368(a) of the Code.

               4.11 Employees.  (a)  Section 4.11(a) of the Parent
          Disclosure Schedule sets forth a true and complete list of each
          material employee benefit plan, arrangement or agreement that is
          maintained as of the date of this Agreement (the "Parent Plans")
          by Parent or any of its Subsidiaries or by any trade or business,
          whether or not incorporated (a "Parent ERISA Affiliate"), all of
          which together with Parent would be deemed a "single employer"
          within the meaning of Section 4001 of ERISA.

                    (b)  As soon as practicable after the date hereof,
          Parent shall make available to Subject Company true and complete
          copies of each of the Parent Plans and all related documents,
          including but not limited to (i) the actuarial report for such
          Parent Plan (if applicable) for each of the last two years, and
          (ii) the most recent determination letter from the Internal
          Revenue Service (if applicable) for such Parent Plan.

                    (c)  Except as set forth in Section 4.11(c) of the
          Parent Disclosure Schedule, (i) each of the Parent Plans has been
          operated and administered in all material respects in accordance
          with applicable laws, including but not limited to ERISA and the
          Code, (ii) each of the Parent Plans intended to be "qualified"
          within the meaning of Section 401(a) of the Code is so qualified,
          (iii) with respect to each Parent Plan which is subject to Title
          IV of ERISA, the present value of accrued benefits under such
          Parent Plan, based upon the actuarial assumptions used for funding
          purposes in the most recent actuarial report prepared by such
          Parent Plan's actuary with respect to such Parent Plan, did not,
          as of its latest valuation date, exceed the then current value of
          the assets of such Parent Plan allocable to such accrued benefits,
          (iv) no Parent Plan provides benefits, including without
          limitation death or medical benefits (whether or not insured),
          with respect to current or former employees of Parent, its
          Subsidiaries or any Parent ERISA Affiliate beyond their retirement
          or other termination of service, other than (w) coverage mandated
          by applicable law, (x) death benefits or retirement benefits under
          any "employee pension plan," as that term is defined in Section
          3(2) of ERISA, (y) deferred compensation benefits accrued as
          liabilities on the books of Parent, its Subsidiaries or the Parent
          ERISA Affiliates or (z) benefits the full cost of which is borne
          by the current or former employee (or his beneficiary), (v) no
          liability under Title IV of ERISA has been incurred by Parent, its
          Subsidiaries or any Parent ERISA Affiliate that has not been
          satisfied in full, and no condition exists that presents a
          material risk to Parent, its Subsidiaries or any Parent ERISA
          Affiliate of incurring a material liability thereunder, (vi) no
          Parent Plan is a "multiemployer pension plan," as such term is
          defined in Section 3(37) of ERISA, (vii) all contributions or
          other amounts payable by Parent or its Subsidiaries as of the
          Effective Time with respect to each Parent Plan in respect of
          current or prior plan years have been paid or accrued in
          accordance with generally accepted accounting practices and
          Section 412 of the Code, (viii) since January 1, 1994 neither
          Parent, its Subsidiaries nor any Parent ERISA Affiliate has
          engaged in a transaction in connection with which Parent, its
          Subsidiaries or any Parent ERISA Affiliate could be subject to
          either a material civil penalty assessed pursuant to Section 409
          or 502(i) of ERISA or a material tax imposed pursuant to Section
          4975 or 4976 of the Code, and (ix) to the best knowledge of Parent
          there are no pending, threatened or anticipated claims (other than
          routine claims for benefits) by, on behalf of or against any of
          the Parent Plans or any trusts related thereto which would,
          individually or in the aggregate, have or be reasonably expected
          to have a Material Adverse Effect on Parent.

               4.12 SEC Reports.  Parent has previously made available to
          Subject Company an accurate and complete copy of each final
          registration statement, prospectus, report, schedule and
          definitive proxy statement filed since January 1, 1994 and prior
          to the date hereof by Parent with the SEC pursuant to the
          Securities Act or the Exchange Act (the "Parent Reports"), and no
          such registration statement, prospectus, report, schedule or proxy
          statement contained any untrue statement of a material fact or
          omitted to state any material fact required to be stated therein
          or necessary in order to make the statements therein, in light of
          the circumstances in which they were made, not misleading.  Parent
          has timely filed all Parent Reports and other documents required
          to be filed by it under the Securities Act and the Exchange Act,
          and, as of their respective dates, all Parent Reports complied in
          all material respects with the published rules and regulations of
          the SEC with respect thereto.

               4.13 Compliance with Applicable Law.  Except as disclosed in
          Section 4.13 of the Parent Disclosure Schedule, Parent and each of
          its Subsidiaries hold, and have at all times held, all material
          licenses, franchises, permits and authorizations necessary for the
          lawful conduct of their respective businesses under and pursuant
          to all, and have complied with and are not in default in any
          material respect under any, applicable law, statute, order, rule,
          regulation, policy and/or guideline of any Governmental Entity
          relating to Parent or any of its Subsidiaries, except where the
          failure to hold such license, franchise, permit or authorization
          or such noncompliance or default would not, individually or in the
          aggregate, have or reasonably be expected to have a Material
          Adverse Effect on Parent, and neither Parent nor any of its
          Subsidiaries knows of, or has received notice of, any material
          violations of any of the above which, individually or in the
          aggregate, would have or reasonably be expected to have a Material
          Adverse Effect on Parent.

               4.14 Certain Contracts.  (a)  Except as set forth in Section
          4.14(a) of the Parent Disclosure Schedule and except for the
          Settlement Agreement, neither Parent nor any of its Subsidiaries
          is a party to or is bound by any contract, arrangement, commitment
          or understanding (whether written or oral) (i) which is a material
          contract (as defined in Item 601(b)(10) of Regulation S-K of the
          SEC) to be performed after the date of this Agreement that has not
          been filed or incorporated by reference in the Parent Reports,
          (ii) which materially restricts the conduct of any line of
          business by Parent, or (iii) with or to a labor union or guild
          (including any collective bargaining agreement).  Parent has made
          available to Subject Company true and correct copies of all
          material employment, consulting and deferred compensation
          agreements to which Parent or any of its Subsidiaries is a party. 
          Each contract, arrangement, commitment or understanding of the
          type described in this Section 4.14(a), other than the Parent
          Documents, whether or not set forth in Section 4.14(a) of the
          Parent Disclosure Schedule, is referred to herein as a "Parent
          Contract," and neither Parent nor any of its Subsidiaries knows
          of, or has received notice of, any violation of the above by any
          of the other parties thereto which, individually or in the
          aggregate, would have or would reasonably be expected to have a
          Material Adverse Effect on Parent.

                    (b)  (i) Each Parent Contract is valid and binding and
          in full force and effect, (ii) Parent and each of its Subsidiaries
          has in all material respects performed all obligations required to
          be performed by it to date under each Parent Contract, and (iii)
          no event or condition exists which constitutes or, after notice or
          lapse of time or both, would constitute, a material default on the
          part of Parent or any of its Subsidiaries under any such Parent
          Contract, except, in each case, where any such invalidity, failure
          to be binding, failure to so perform or default, individually or
          in the aggregate, would not have or reasonably be expected to have
          a Material Adverse Effect on Parent.

               4.15 Agreements with Regulatory Agencies.  Except as set
          forth in Section 4.15 of the Parent Disclosure Schedule, neither
          Parent nor any of its Subsidiaries is subject to any cease-and-
          desist or other order issued by, or is a party to any written
          agreement, consent agreement or memorandum of understanding with,
          or is a party to any commitment letter or similar undertaking to,
          or is subject to any order or directive by, or has adopted any
          board resolutions at the request of (each, whether or not set
          forth in Section 4.15 of the Parent Disclosure Schedule, a "Parent
          Regulatory Agreement"), any Regulatory Agency or other
          Governmental Entity that restricts the conduct of its business or
          that in any manner relates to its capital adequacy, its credit
          policies, its management or its business, nor has Parent or any of
          its Subsidiaries been advised by any Regulatory Agency or other
          Governmental Entity that it is considering issuing or requesting
          any Regulatory Agreement.

               4.16 Undisclosed Liabilities.  Except for those liabilities
          that are fully reflected or reserved against on the consolidated
          balance sheet of Parent included in the Parent Form 10-Q for the
          quarter ended September 30, 1995, and for liabilities incurred in
          the ordinary course of business consistent with past practice
          since September 30, 1995, neither Parent nor any of its
          Subsidiaries has incurred any liability of any nature whatsoever
          (whether absolute, accrued, contingent or otherwise and whether
          due or to become due) that, either alone or when combined with all
          similar liabilities, has had, or would reasonably be expected to
          have, a Material Adverse Effect on Parent.

               4.17 State Takeover Laws.  The Board of Directors of Parent
          has taken all action required to be taken by it to provide that
          this Agreement, the Parent Fee Letter and the transactions
          contemplated hereby and thereby shall be exempt from the
          requirements of any "moratorium," "control share," "fair price" or
          other anti-takeover laws or regulations of any state.

               4.18 Parent Information.  The information relating to Parent
          and its Subsidiaries to be provided by Parent to be contained in
          the Joint Proxy Statement and the S-4, or in any other document
          filed with any other regulatory agency in connection herewith,
          will not contain any untrue statement of a material fact or omit
          to state a material fact necessary to make the statements therein,
          in light of the circumstances in which they are made, not
          misleading.  The Joint Proxy Statement (except for such portions
          thereof that relate only to Subject Company or any of its
          Subsidiaries) will comply in all material respects with the
          provisions of the Exchange Act and the rules and regulations
          thereunder.  The S-4 will comply as to form in all material
          respects with the provisions of the Securities Act and the rules
          and regulations thereunder.

               4.19 Environmental Liability.  Except as set forth in Section
          4.19 of the Parent Disclosure Schedule, there are no legal,
          administrative, arbitral or other proceedings, claims, actions,
          causes of action, private environmental investigations or
          remediation activities or governmental investigations of any
          nature seeking to impose, or that reasonably would be expected to
          result in the imposition, on Parent or any of its Subsidiaries of
          any liability or obligation arising under any Environmental Law,
          pending or, to the knowledge of Parent, threatened, against Parent
          or any of its Subsidiaries, which liability or obligation would
          reasonably be expected to have a Material Adverse Effect on
          Parent.  To the knowledge of Parent, there is no reasonable basis
          for any such proceeding, claim, action or governmental
          investigation that would impose any liability or obligation that
          would reasonably be expected to have a Material Adverse Effect on
          Parent.  To the knowledge of Parent, during or prior to the period
          of (i) its or any of its Subsidiaries' ownership or operation of
          any of their respective current properties, (ii) its or any of its
          Subsidiaries' participation in the management of any property, or
          (iii) its or any of its Subsidiaries' holding of a security
          interest or other interest in any property, there were no releases
          or threatened releases of hazardous, toxic, radioactive or
          dangerous materials or other materials regulated under
          Environmental Laws in, on, under or affecting any such property,
          which would reasonably be expected to have a Material Adverse
          Effect on Parent.  Neither Parent nor any of its Subsidiaries is
          subject to any agreement, order, judgment, decree, letter or
          memorandum by or with any court, governmental authority,
          regulatory agency or third party imposing any material liability
          or obligation pursuant to or under any Environmental Law that
          would reasonably be expected to have a Material Adverse Effect on
          Parent.

               4.20 Interest Rate Risk Management Instruments.  All interest
          rate swaps, caps, floors and option agreements and other interest
          rate risk management arrangements, whether entered into for the
          account of Parent or for the account of a customer of Parent or
          one of its Subsidiaries, were entered into in accordance with
          prudent banking practices and applicable rules, regulations and
          policies of any regulatory authority and with counterparties
          believed to be financially responsible at the time and are legal,
          valid and binding obligations of Parent or one of its Subsidiaries
          enforceable in accordance with their terms (except as enforcement
          may be limited by general principles of equity whether applied in
          a court of law or a court of equity and by bankruptcy, insolvency
          and similar laws affecting creditors' rights and remedies
          generally), and are in full force and effect.  Parent and each of
          its Subsidiaries have duly performed in all material respects all
          of their material obligations thereunder to the extent that such
          obligations to perform have accrued; and, to Parent's knowledge,
          there are no material breaches, violations or defaults or
          allegations or assertions of such by any party thereunder which
          would have or would reasonably be expected to have a Material
          Adverse Effect on Parent.

                                       ARTICLE V

                       COVENANTS RELATING TO CONDUCT OF BUSINESS

               5.1  Conduct of Businesses Prior to the Effective Time. 
          Except as set forth in the Subject Company Disclosure Schedule or
          the Parent Disclosure Schedule, as the case may be, as expressly
          contemplated or permitted by this Agreement, the Settlement
          Agreement, or the Fee Letters, as required by applicable law, rule
          or regulation, during the period from the date of this Agreement
          to the Effective Time, each of Parent and Subject Company shall,
          and shall cause each of their respective Subsidiaries to, (i)
          conduct its business in the usual, regular and ordinary course
          consistent with past practice, (ii) use reasonable best efforts to
          maintain and preserve intact its business organization, employees
          and advantageous business relationships and retain the services of
          its officers and key employees and (iii) take no action which
          would reasonably be expected to adversely affect or delay the
          ability of either Parent or Subject Company to obtain any
          approvals of any Regulatory Agency or other governmental authority
          required to consummate the transactions contemplated hereby or by
          the Fee Letters or to perform its covenants and agreements under
          the Subject Company Documents or the Parent Documents, as the case
          may be.

               5.2  Forbearances.  Except as set forth in Section 5.2 of the
          Subject Company Disclosure Schedule or Section 5.2 of the Parent
          Disclosure Schedule, as the case may be, as expressly contemplated
          or permitted by this Agreement, the Settlement Agreement, or the
          Fee Letters, as required by applicable law, rule or regulation,
          during the period from the date of this Agreement to the Effective
          Time, neither Parent nor Subject Company shall, and neither Parent
          nor Subject Company shall permit any of their respective
          Subsidiaries to, without the prior written consent of the other:

                    (a)  adjust, split, combine or reclassify any capital
               stock; make, declare or pay any dividend or make any other
               distribution on, or directly or indirectly redeem, purchase
               or otherwise acquire, any shares of its capital stock or any
               securities or obligations convertible into or exchangeable
               for any shares of its capital stock, or grant any stock
               appreciation rights or grant any individual, corporation or
               other entity any right to acquire any shares of its capital
               stock (except for regular quarterly cash dividends on Subject
               Company Common Stock and on Parent Common Stock at a rate
               equal to the rates recently paid by each of Subject Company
               and Parent, as the case may be, as such rates may be
               increased by either party in the ordinary course of business
               consistent with past practice and, in the case of Subject
               Company Preferred Stock and Parent Preferred Stock, for
               regular quarterly or semiannual cash dividends thereon at the
               rates set forth in the applicable certificate of
               incorporation or certificate of designation for such
               securities and except for dividends paid by any of the wholly
               owned Subsidiaries of each of Parent and Subject Company to
               Parent or Subject Company or any of their wholly owned
               Subsidiaries, respectively, and except for the issuance of
               employee stock options and restricted stock consistent with
               past practices); or issue any additional shares of capital
               stock except pursuant to (A) the exercise of stock options
               outstanding as of the date hereof or issued after the date
               hereof in a manner consistent with past practice, (B) the
               award of restricted shares of Subject Company Common Stock in
               a manner consistent with past practice, (C) the vesting of
               Performance Units outstanding as of the date hereof pursuant
               to Subject Company Stock Option Plans, (D) the Subject
               Company Rights Agreement, and (E) acquisitions and
               investments permitted by paragraph (c) hereof;

                    (b)  sell, transfer, mortgage, encumber or otherwise
               dispose of any of its properties or assets to any individual,
               corporation or other entity other than a direct or indirect
               wholly owned Subsidiary, or cancel, release or assign any
               indebtedness to any such person or any claims held by any
               such person, in each case that is material to such party,
               except (i) in the ordinary course of business consistent with
               past practice, (ii) pursuant to contracts or agreements in
               force at the date of this Agreement or (iii) pursuant to
               plans disclosed in writing prior to the execution of this
               Agreement to the other party;

                    (c)  except for (i) transactions in the ordinary course
               of business consistent with past practice, or (ii)
               acquisitions of an entity or business having assets not
               exceeding 10% of the consolidated assets of Subject Company
               or Parent, as applicable, on a pro forma basis giving effect
               to such transaction, make any material acquisition or
               investment either by purchase of stock or securities, merger
               or consolidation, contributions to capital, property
               transfers, or purchases of any property or assets of any
               other individual, corporation or other entity other than a
               wholly owned Subsidiary thereof;

                    (d)  except for transactions in the ordinary course of
               business consistent with past practice, enter into or
               terminate any contract or agreement, or make any change in
               any of its leases or contracts, in each case that is material
               to such party, other than renewals of contracts and leases
               without materially adverse changes of terms thereof;

                    (e)  other than (i) in the ordinary course of business
               consistent with past practice, or (ii) in an aggregate amount
               not exceeding $10 million, increase in any material respect
               the compensation or fringe benefits of any of its employees
               or pay any pension or retirement allowance not required by
               any existing plan or agreement to any such employees or
               become a party to, amend or commit itself to any material
               pension, retirement, profit-sharing or welfare benefit plan
               or agreement or employment agreement with or for the benefit
               of any employee or accelerate the vesting of any stock
               options or other stock-based compensation;

                    (f)  authorize or permit any of its officers, directors,
               employees or agents to directly or indirectly solicit,
               initiate or encourage any inquiries relating to, or the
               making of any proposal which constitutes, a Takeover Proposal
               (as defined below), or recommend or endorse any Takeover
               Proposal, or participate in any discussions or negotiations,
               or provide third parties with any nonpublic information,
               relating to any such inquiry or proposal or otherwise
               facilitate any effort or attempt to make or implement a
               Takeover Proposal, provided, however, that each of Parent and
               Subject Company may, and may authorize and permit its
               officers, directors, employees or agents to, provide third
               parties with nonpublic information, otherwise facilitate any
               effort or attempt by any third party to make or implement a
               Takeover Proposal, recommend or endorse any Takeover Proposal
               with or by any third party, and participate in discussions
               and negotiations with any third party relating to any
               Takeover Proposal, if such party's Board of Directors, after
               having consulted with and considered the advice of outside
               counsel, has reasonably determined in good faith that the
               failure to do so would cause the members of such Board of
               Directors to breach their fiduciary duties under applicable
               law.  Subject Company will immediately cease and cause to be
               terminated any activities, discussions or negotiations
               conducted prior to the date of this Agreement with any
               parties other than Parent with respect to any of the
               foregoing.  Each party shall immediately advise the other
               following the receipt by it of any Takeover Proposal and the
               details thereof, and advise the other of any developments
               with respect to such Takeover Proposal immediately upon the
               occurrence thereof.  As used in this Agreement, "Takeover
               Proposal" shall mean, with respect to any person, any tender
               or exchange offer, proposal for a merger, consolidation or
               other business combination involving Subject Company or
               Parent or any of their respective Subsidiaries or any
               proposal or offer to acquire in any manner a substantial
               equity interest in, or a substantial portion of the assets
               of, Subject Company or Parent or any of their respective
               Subsidiaries other than the transactions contemplated or
               permitted by this Agreement;

                    (g)  settle any claim, action or proceeding involving
               money damages which is material to Parent or Subject Company,
               as applicable, except (x) in the ordinary course of business
               consistent with past practice and (y) in the case of Subject
               Company, for any claim, action or proceeding caused by,
               relating to or arising out of the matters described in clause
               (II) of the definition of Material Adverse Effect set forth
               in Section 3.1, which claim, action or proceeding may be
               settled with the consent of Parent (which consent shall not
               be unreasonably withheld);

                    (h)  take any action that would prevent or impede the
               Merger from qualifying as a reorganization within the meaning
               of Section 368(a) of the Code;

                    (i)  amend its certificate of incorporation, bylaws or
               similar governing documents or, in the case of Subject
               Company, the Subject Company Rights Agreement, in a manner
               that would materially and adversely affect either party's
               ability to consummate the Merger or the economic benefits of
               the Merger to either party;

                    (j)  except in the ordinary course or following prior
               consultation with the other party to this Agreement,
               materially change its investment securities portfolio policy,
               or the manner in which the portfolio is classified or
               reported;

                    (k)  take any action that is intended or may reasonably
               be expected to result in any of its representations and
               warranties set forth in this Agreement being or becoming
               untrue in any material respect at any time prior to the
               Effective Time, or in any of the conditions to the Merger set
               forth in Article VII not being satisfied or in a violation of
               any provision of this Agreement, except, in every case, as
               may be required by applicable law; or

                    (l)  agree to, or make any commitment to, take any of
               the actions prohibited by this Section 5.2.

                                      ARTICLE VI

                                 ADDITIONAL AGREEMENTS

               6.1  Regulatory Matters.  (a)  Parent and Subject Company
          shall promptly prepare and file with the SEC a preliminary version
          of the Joint Proxy Statement and, following comment thereon,
          Parent shall promptly prepare and file with the SEC the S-4, in
          which the definitive Joint Proxy Statement will be included as a
          prospectus.  Each of Parent and Subject Company shall use all
          reasonable efforts to have the S-4 declared effective under the
          Securities Act as promptly as practicable after such filing, and
          Parent and Subject Company shall thereafter mail the definitive
          Joint Proxy Statement to their respective stockholders.  Parent
          shall also use all reasonable efforts to obtain all necessary
          state securities law or "Blue Sky" permits and approvals required
          to carry out the transactions contemplated by this Agreement, and
          Subject Company shall furnish all information concerning Subject
          Company and the holders of Subject Company Capital Stock as may be
          reasonably requested in connection with any such action.

                    (b)  The parties hereto shall cooperate with each other
          and use reasonable best efforts to promptly prepare and file all
          necessary documentation, to effect all applications, notices,
          petitions and filings, to obtain as promptly as practicable all
          permits, consents, approvals and authorizations of all third
          parties and Governmental Entities which are necessary or advisable
          to consummate the transactions contemplated by this Agreement
          (including without limitation the Merger), and to comply with the
          terms and conditions of all such permits, consents, approvals and
          authorizations of all such Governmental Entities.  Parent and
          Subject Company shall have the right to review in advance, and to
          the extent practicable each will consult the other on, in each
          case subject to applicable laws relating to the exchange of
          information, all the information relating to Subject Company or
          Parent, as the case may be, and any of their respective
          Subsidiaries which appear in any filing made with, or written
          materials submitted to, any third party or any Governmental Entity
          in connection with the transactions contemplated by this
          Agreement.  In exercising the foregoing right, each of the parties
          hereto shall act reasonably and as promptly as practicable.  The
          parties hereto agree that they will consult with each other with
          respect to the obtaining of all permits, consents, approvals and
          authorizations of all third parties and Governmental Entities
          necessary or advisable to consummate the transactions contemplated
          by this Agreement and each party will keep the other apprised of
          the status of matters relating to completion of the transactions
          contemplated herein.

                    (c)  Parent and Subject Company shall, upon request,
          furnish each other with all information concerning themselves,
          their Subsidiaries, directors, officers and stockholders and such
          other matters as may be reasonably necessary or advisable in
          connection with the Joint Proxy Statement, the S-4 or any other
          statement, filing, notice or application made by or on behalf of
          Parent, Subject Company or any of their respective Subsidiaries to
          any Governmental Entity in connection with the Merger and the
          other transactions contemplated by this Agreement.

                    (d)  Parent and Subject Company shall promptly advise
          each other upon receiving any communication from any Governmental
          Entity whose consent or approval is required for consummation of
          the transactions contemplated by this Agreement which causes such
          party to believe that there is a reasonable likelihood that any
          Requisite Regulatory Approval (as defined below) will not be
          obtained or that the receipt of any such approval will be
          materially delayed.

               6.2  Access to Information.  (a)  Upon reasonable notice and
          subject to applicable laws relating to the exchange of
          information, each of Parent and Subject Company shall, and shall
          cause each of their respective Subsidiaries to, afford to the
          officers, employees, accountants, counsel and other
          representatives of the other party access, during normal business
          hours during the period prior to the Effective Time, to all its
          properties, books, contracts, commitments and records, and to its
          officers, employees, accountants, counsel and other
          representatives and, during such period, each of Parent and
          Subject Company shall, and shall cause their respective
          Subsidiaries to, make available to the other party (i) a copy of
          each report, schedule, registration statement and other document
          filed or received by it during such period pursuant to the
          requirements of Federal securities laws or Federal or state
          banking laws (other than reports or documents which Parent or
          Subject Company, as the case may be, is not permitted to disclose
          under applicable law) and (ii) all other information concerning
          its business, properties and personnel as such other party may
          reasonably request.  Neither Parent nor Subject Company nor any of
          their respective Subsidiaries shall be required to provide access
          to or to disclose information where such access or disclosure
          would violate or prejudice the rights of its customers, jeopardize
          the attorney-client privilege of the institution in possession or
          control of such information or contravene any law, rule,
          regulation, order, judgment, decree, fiduciary duty or binding
          agreement entered into prior to the date of this Agreement.  The
          parties hereto will make appropriate substitute disclosure
          arrangements under circumstances in which the restrictions of the
          preceding sentence apply.

                    (b)  All information furnished pursuant to Section
          6.2(a) or otherwise by Parent or its representatives to Subject
          Company or its representatives or by Subject Company or its
          representatives to Parent or its representatives, as the case may
          be, shall be treated as the sole property of the party furnishing
          such information and, if the Merger shall not occur, Parent and
          Subject Company and their respective representatives shall return
          to the other party all of such written information and all
          documents, notes, summaries or other materials containing,
          reflecting or referring to, or derived from, such information.
          Each of Parent and Subject Company shall, and shall use its best
          efforts to cause its representatives to, keep confidential all
          such information, and shall not directly or indirectly use such
          information for any competitive or other commercial purpose.  The
          obligation to keep such information confidential shall continue
          for five years from the date the proposed Merger is abandoned and
          shall not apply to (i) any information which (x) was already in
          the receiving party's  possession prior to the disclosure thereof
          by the other party; (y) was then generally known to the public; or
          (z) was disclosed to the receiving party by a third party not
          bound by an obligation of confidentiality or (ii) disclosures made
          as required by law.  It is further agreed that, if in the absence
          of a protective order or the receipt of a waiver hereunder the
          receiving party is nonetheless, in the opinion of its counsel,
          compelled to disclose information concerning the other party to
          any tribunal or governmental body or agency or else stand liable
          for contempt or suffer other censure or penalty, the receiving
          party may disclose such information to such tribunal or
          governmental body or agency without liability hereunder.

                    (c)  No investigation by either of the parties or their
          respective representatives shall affect the representations,
          warranties, covenants or agreements of the other set forth herein.

               6.3  Stockholders' Approvals.  Each of Parent and Subject
          Company shall duly call, give notice of, convene and hold a
          meeting of its stockholders to be held as soon as practicable
          following the date hereof for the purpose of obtaining the
          requisite stockholder approvals required in connection with this
          Agreement and the Merger, and each shall use its best efforts to
          cause such meetings to occur on the same date.  Subject to the
          provisions of the next sentence, each of Parent and Subject
          Company shall, through its Board of Directors, recommend to its
          stockholders approval of such matters.  The Board of Directors of
          each party may fail to make such recommendation, or withdraw,
          modify or change any such recommendation in a manner adverse to
          the other party hereto, if such Board of Directors, after having
          consulted with and considered the advice of outside counsel, has
          reasonably determined in good faith that the making of such
          recommendation, or the failure to withdraw, modify or change its
          recommendation, would constitute a breach of the fiduciary duties
          of the members of such Board of Directors under applicable law.

               6.4  Legal Conditions to Merger.  (a)  Subject to the terms
          and conditions of this Agreement, each of Parent and Subject
          Company shall, and shall cause its Subsidiaries to, use their
          reasonable best efforts (i) to take, or cause to be taken, all
          actions necessary, proper or advisable to comply promptly with all
          legal requirements which may be imposed on such party or its
          Subsidiaries with respect to the Merger and, subject to the
          conditions set forth in Article VII hereof, to consummate the
          transactions contemplated by this Agreement and (ii) to obtain
          (and to cooperate with the other party to obtain) any consent,
          authorization, order or approval of, or any exemption by, any
          Governmental Entity and any other third party which is required to
          be obtained by Subject Company or Parent or any of their
          respective Subsidiaries in connection with the Merger and the
          other transactions contemplated by this Agreement, and to comply
          with the terms and conditions of any such consent, authorization,
          order or approval.  

                    (b)  Subject to the terms and conditions of this
          Agreement, each of Parent and Subject Company agrees to use
          reasonable best efforts to take, or cause to be taken, all
          actions, and to do, or cause to be done, all things necessary,
          proper or advisable to consummate and make effective, as soon as
          practicable after the date of this Agreement, the transactions
          contemplated hereby, including, without limitation, using
          reasonable efforts to lift or rescind any injunction or
          restraining order or other order adversely affecting the ability
          of the parties to consummate the transactions contemplated hereby
          and using reasonable efforts to defend any litigation seeking to
          enjoin, prevent or delay the consummation of the transactions
          contemplated hereby or seeking material damages.

               6.5  Affiliates; Publication of Combined Financial Results. 
          Subject Company shall use its reasonable best efforts to cause
          each director, executive officer and other person who is an
          "affiliate" (for purposes of Rule 145 under the Securities Act) of
          Subject Company to deliver to Parent, as soon as practicable after
          the date of this Agreement, and in any event prior to the date of
          the stockholders meetings called by Parent and Subject Company
          pursuant to Section 6.3 hereof, a written agreement, in the form
          of Exhibit 6.5 hereto.

               6.6  Stock Exchange Listing.  Parent shall use its best
          efforts to cause the shares of Parent Common Stock to be issued in
          the Merger and the New Parent Depositary Shares to be approved for
          listing on the NYSE, subject to official notice of issuance, prior
          to the Effective Time.

               6.7  Employee Benefit Plans.  (a)  From and after the
          Effective Time, unless otherwise mutually determined and except as
          provided in Section 1.6 hereof, Parent Plans and Plans in effect
          as of the date of this Agreement shall remain in effect with
          respect to employees of Parent or Subject Company (or their
          Subsidiaries) covered by such plans at the Effective Time until
          such time as Parent shall, subject to applicable law, the terms of
          this Agreement and the terms of such plans, adopt new benefit
          plans with respect to employees of the Surviving Corporation and
          its Subsidiaries (the "New Parent Plans").  Prior to the Closing
          Date, Parent and Subject Company shall cooperate in reviewing,
          evaluating and analyzing the Parent Plans and the Plans with a
          view toward developing appropriate New Parent Plans for the
          employees covered thereby subsequent to the Merger.  Except as
          provided in paragraphs (c) - (e) hereof, Parent and Subject
          Company shall use their reasonable best efforts to develop New
          Parent Plans which, among other things, treat similarly situated
          employees of the Surviving Corporation and its Subsidiaries on a
          substantially equivalent basis, taking into account all relevant
          factors, including, without limitation, duties, geographic
          location, tenure, qualifications and abilities.  In view of the
          changed nature of the benefit programs which will be applicable to
          employees of Subject Company after the Effective Time, Parent and
          Subject Company further agree to use their reasonable best efforts
          to develop equitable transition rules relating to the benefits to
          be provided to one or more groups of such employees, with
          particular emphasis on retirement benefits to be provided to those
          Subject Company employees who are nearing eligibility for early
          retirement.  Parent agrees that for purposes of all Plans and New
          Parent Plans (including, without limitation, all policies and
          employee fringe benefit programs of the Surviving Corporation)
          under which an employee's benefit depends, in whole or in part, on
          length of service, credit will be given to current employees of
          the Subject Company and its Subsidiaries for service with Subject
          Company or its Subsidiaries prior to the Effective Time, provided
          that such crediting of service does not result in duplication of
          benefits, require an accrual of benefits under, or contributions
          to, a pension benefit plan on behalf of an employee for periods
          before such employee becomes a participant in such plan or require
          that certain additional contributions currently made to a Parent
          Plan on behalf of certain employees who had participated in
          Parent's prior defined benefit plan and attained a specified age
          upon termination of that plan be extended to any additional
          employees.

                    (b)  Notwithstanding the foregoing, Parent shall, and
          shall cause its Subsidiaries to, honor in accordance with their
          terms all Plans, as amended as permitted hereunder, and other
          contracts, arrangements, commitments or understandings described
          in the Subject Company Disclosure Schedule; provided, however,
          that this paragraph (b) shall be subject to the provisions of
          paragraph (f) hereof.  Parent and Subject Company hereby
          acknowledge that approval of the Merger Agreement and the Merger
          by stockholders of the Subject Company will constitute a "Change
          in Control" for purposes of the Plans and agree to abide by the
          provisions of any Plan which relate to a Change in Control,
          including, but not limited to, the accelerated vesting and/or
          payment of equity-based awards under the Subject Company Stock
          Option Plans, each as amended to the date hereof.

                    (c)  To the extent permitted by applicable law, (1) 
          Parent and the Subject Company agree that (i) until such time (the
          "Transition Date") as those employees of the Subject Company who
          continue in employment with the Surviving Corporation following
          the Effective Time become eligible to participate in Parent's
          qualified defined contribution plan, Parent shall maintain in
          accordance with its terms (as in effect immediately prior to the
          date hereof) the Retirement Plan for the Employees of First
          Interstate Bancorp and its Affiliates (the "Subject Company
          Pension Plan"), (ii) prior to the Transition Date, Parent shall
          not terminate the Subject Company Pension Plan, cease benefit
          accruals under such Plan, merge such plan with or into any other
          plan or amend such plan in any manner adverse to participants or
          beneficiaries of such plan (including, but not limited to,
          amending to the detriment of participants the actuarial factors or
          assumptions utilized in determining early retirement benefits or
          lump sum present values), and (iii) from and after the Transition
          Date, Parent shall be free to terminate the Subject Company
          Pension Plan or to freeze accruals thereunder, subject to
          compliance with the terms of paragraph (2) below.

                    (2)  Parent hereby agrees that in the event Parent
               terminates the Subject Company Pension Plan on or after the
               Effective Time, Parent shall cause such termination to be
               implemented in all respects in accordance with applicable law
               (and without limiting the generality of the foregoing, shall
               cause to be purchased from an insurance company rated AAA or
               better by Bests, irrevocable annuities representing the
               accrued benefits of all participants and beneficiaries of
               such plan); provided, however, that Parent may cause accrued
               benefits subject to Section 417(e)(1) of the Code to be
               cashed out in a lump sum.

                    (d)  Parent and the Subject Company agree that,
          effective as of the date of the approval of the Merger Agreement
          and the Merger by the stockholders of the Subject Company, each
          participant in The Employee Savings Plan of First Interstate
          Bancorp shall become fully vested with respect to such
          participant's account balance thereunder.

                    (e)  Parent and the Subject Company hereby agree as
          follows:

                    (1)  each individual who is currently receiving benefits
               under the First Interstate Retiree Medical Plan (the "Subject
               Company Retiree Medical Plan"), or who would be entitled to
               receive such benefits if such individual ceased employment
               with the Subject Company and its subsidiaries as of the date
               hereof, shall, after the Effective Time, receive (or, upon
               termination of employment with the Surviving Corporation and
               its subsidiaries, shall be entitled to receive) retiree
               medical benefits which are no less favorable than the
               benefits which similarly situated retirees (or employees) of
               the Parent are entitled to receive (or would be entitled to
               receive) under the Parent's retiree medical plan, as such
               plan may be amended from time to time;

                    (2)  each employee of the Subject Company who was hired
               prior to January 1, 1992 and whose employment is terminated
               under circumstances entitling such employee to severance
               benefits under the First Interstate Bancorp Broad-Based
               Change in Control Severance Pay Plan, the First Interstate
               Bancorp Middle Management Change in Control Severance Pay
               Plan, the First Interstate Bancorp Senior Management Change
               in Control Severance Pay Plan or an employment agreement
               between such participant and Subject Company or a subsidiary
               thereof which is listed on Exhibit 3.11(a) hereto
               (collectively, the "Subject Company Severance Plans"), shall
               be entitled to receive retiree medical benefits which are no
               less favorable than the benefits provided under the Parent's
               retiree medical plan (as such plan may be amended from time
               to time) if such employee would have been eligible for
               benefits under such plan had such employee remained employed
               through the end of the period with respect to which severance
               benefits are payable under the Subject Company Severance
               Plans.

                    (f)  Except as otherwise provided herein, nothing in
          this Section 6.7 shall be interpreted as preventing Parent or its
          Subsidiaries from amending, modifying or terminating any Parent
          Plans, Plans, or other contracts, arrangements, commitments or
          understandings, in accordance with their terms and applicable law.

                    (g)  It is the express understanding and intention of
          Subject Company and Parent that no Subject Company Employee or
          Parent Employee or other person shall be deemed to be a third
          party beneficiary, or have or acquire any right to enforce the
          provisions, of this Section 6.7, and that nothing in this
          Agreement shall be deemed to constitute a Plan, a Parent Plan or a
          New Parent Plan or an amendment to a Plan, a Parent Plan or a New
          Parent Plan.  Parent agrees, however, that, prior to the Effective
          Time, the Subject Company may take all necessary action to amend
          the appropriate Plans to reflect the provisions of this Section
          6.7.

               6.8  Indemnification; Directors' and  Officers' Insurance. 
          (a)  In the event of any threatened or actual claim, action, suit,
          proceeding or investigation, whether civil, criminal or
          administrative, including, without limitation, any such claim,
          action, suit, proceeding or investigation in which any person who
          is now, or has been at any time prior to the date of this
          Agreement, or who becomes prior to the Effective Time, a director,
          officer or employee of Subject Company or any of its Subsidiaries
          (the "Indemnified Parties") is, or is threatened to be, made a
          party based in whole or in part on, or arising in whole or in part
          out of, or pertaining to (i) the fact that he is or was a
          director, officer or employee of Subject Company, any of the
          Subject Company Subsidiaries or any of their respective
          predecessors or was prior to the Effective Time serving at the
          request of any such party as a director, officer, employee,
          fiduciary or agent of another corporation, partnership, trust or
          other enterprise, (ii) the Terminated Merger Agreement, the
          Subject Company Stock Option Agreement and the North Fee Letter
          and all actions by any Indemnified Party in connection therewith
          or (iii) this Agreement, the Fee Letters or any of the
          transactions contemplated hereby or thereby and all actions taken
          by an Indemnified Party in connection therewith, whether in any
          case asserted or arising before or after the Effective Time, the
          parties hereto agree to cooperate and use their best efforts to
          defend against and respond thereto.  It is understood and agreed
          that after the Effective Time, Parent shall indemnify and hold
          harmless, as and to the fullest extent permitted by law, each such
          Indemnified Party against any losses, claims, damages,
          liabilities, costs, expenses (including reasonable attorney's fees
          and expenses in advance of the final disposition of any claim,
          suit, proceeding or investigation to each Indemnified Party to the
          fullest extent permitted by law upon receipt of an undertaking
          from such Indemnified Party to repay such advanced expenses if it
          is finally and unappealably determined that such Indemnified Party
          was not entitled to indemnification hereunder), judgments, fines
          and amounts paid in settlement in connection with any such
          threatened or actual claim, action, suit, proceeding or
          investigation, and in the event of any such threatened or actual
          claim, action, suit, proceeding or investigation (whether asserted
          or arising before or after the Effective Time), the Indemnified
          Parties may retain counsel reasonably satisfactory to them after
          consultation with Parent; provided, however, that (1) Parent shall
          have the right to assume the defense thereof and upon such
          assumption Parent shall not be liable to any Indemnified Party for
          any legal expenses of other counsel or any other expenses
          subsequently incurred by any Indemnified Party in connection with
          the defense thereof, except that if Parent elects not to assume
          such defense or counsel for the Indemnified Parties reasonably
          advises the Indemnified Parties that there are or may be (whether
          or not any have yet actually arisen) issues which raise conflicts
          of interest between Parent and the Indemnified Parties, the
          Indemnified Parties may retain counsel reasonably satisfactory to
          them, and Parent shall pay the reasonable fees and expenses of
          such counsel for the Indemnified Parties who are non-management
          directors of the Subject Company and one other firm of counsel for
          all other Indemnified Parties, (2) Parent shall be obligated
          pursuant to this paragraph to pay for only one firm of counsel for
          all Indemnified Parties who are non-management directors of the
          Subject Company and one other firm of counsel for all of the other
          Indemnified Parties, (3) Parent shall not be liable for any
          settlement effected without its prior written consent (which
          consent shall not be unreasonably withheld) and (4) Parent shall
          have no obligation hereunder to any Indemnified Party when and if
          a court of competent jurisdiction shall ultimately determine, and
          such determination shall have become final and nonappealable, that
          indemnification of such Indemnified Party in the manner
          contemplated hereby is prohibited by applicable law.  Any
          Indemnified Party wishing to claim indemnification under this
          Section 6.8, upon learning of any such claim, action, suit,
          proceeding or investigation, shall notify Parent thereof, provided
          that the failure to so notify shall not affect the obligations of
          Parent under this Section 6.8 except (and only) to the extent such
          failure to notify materially prejudices Parent.  Parent's
          obligations under this Section 6.8 shall continue in full force
          and effect for a period of six (6) years from the Effective Time;
          provided, however, that all rights to indemnification in respect
          of any claim (a "Claim") asserted or made within such period shall
          continue until the final disposition of such Claim.

                    (b)  Without limiting any of the obligations under
          paragraph (a) of this Section 6.8, Parent agrees that all rights
          to indemnification and all limitations of liability existing in
          favor of the Indemnified Parties as provided in Subject Company's
          Certificate of Incorporation or By-Laws or in the similar
          governing documents of any of Subject Company's Subsidiaries as in
          effect as of the date of this Agreement with respect to matters
          occurring on or prior to the Effective Time shall survive the
          Merger and shall continue in full force and effect, without any
          amendment thereto, for a period of six years from the Effective
          Time; provided, however, that all rights to indemnification in
          respect of any Claim asserted or made within such period shall
          continue until the final disposition of such Claim; provided
          further, however, that nothing contained in this Section 6.8(b)
          shall be deemed to preclude the liquidation, consolidation or
          merger of Subject Company or any Subject Company Subsidiary, in
          which case all of such rights to indemnification and limitations
          on liability shall be deemed to so survive and continue
          notwithstanding any such liquidation, consolidation or merger and
          shall constitute rights which may be asserted against Parent. 
          Nothing contained in this Section 6.8(b) shall be deemed to
          preclude any rights to indemnification or limitations on liability
          provided in Subject Company's Certificate of Incorporation or By-
          laws or the similar governing documents of any of Subject
          Company's Subsidiaries with respect to matters occurring
          subsequent to the Effective Time to the extent that the provisions
          establishing such rights or limitations are not otherwise amended
          to the contrary.

                    (c)  Parent shall use its best efforts to cause the
          persons serving as officers and directors of Subject Company
          immediately prior to the Effective Time to be covered for a period
          of six (6) years from the Effective Time by the directors' and
          officers' liability insurance policy maintained by Subject Company
          (provided that Parent may substitute therefor policies of at least
          the same coverage and amounts containing terms and conditions
          which are not less advantageous to such directors and officers of
          Subject Company than the terms and conditions of such existing
          policy) with respect to acts or omissions occurring prior to the
          Effective Time which were committed by such officers and directors
          in their capacity as such; provided, however, that the Surviving
          Corporation shall not be obligated to make annual premium payments
          for such insurance to the extent such premiums exceed 250% of the
          premiums paid as of the date hereof by Subject Company for such
          insurance ("Subject Company's Current Premium"), and if such
          premiums for such insurance would at any time exceed 250% of
          Subject Company's Current Premium, then the Surviving Corporation
          shall cause to be maintained policies of insurance which, in the
          Surviving Corporation's good faith determination, provide the
          maximum coverage available at an annual premium equal to 250% of
          Subject Company's Current Premium.

                    (d)  In the event Parent or any of its successors or
          assigns (i) consolidates with or merges into any other person and
          shall not be the continuing or surviving corporation or entity of
          such consolidation or merger, or (ii) transfers or conveys all or
          substantially all of its properties and assets to any person,
          then, and in each such case, to the extent necessary, proper
          provision shall be made so that the successors and assigns of
          Parent shall assume the obligations set forth in this Section 6.8.

                    (e)  The provisions of this Section 6.8 are intended to
          be for the benefit of, and shall be enforceable by, each
          Indemnified Party and his or her heirs and representatives.

               6.9  Additional Agreements.  In case at any time after the
          Effective Time any further action is necessary or desirable to
          carry out the purposes of this Agreement (including, without
          limitation, any merger between a Subsidiary of Parent and a
          Subsidiary of Subject Company) or to vest the Surviving
          Corporation with full title to all properties, assets, rights,
          approvals, immunities and franchises of any of the parties to the
          merger, the proper officers and directors of each party to this
          Agreement and their respective Subsidiaries shall take all such
          necessary action as may be reasonably requested by, and at the
          sole expense of, Parent.

               6.10 Advice of Changes.  Parent and Subject Company shall
          promptly advise the other party of any change or event which,
          individually or in the aggregate with other such changes or
          events, has a Material Adverse Effect on it or which it believes
          would or would be reasonably likely to cause or constitute a
          material breach of any of its representations, warranties or
          covenants contained herein.

               6.11 Dividends.  After the date of this Agreement, each of
          Parent and Subject Company shall coordinate with the other the
          declaration of any dividends in respect of Parent Common Stock and
          Subject Company Common Stock and the record dates and payment
          dates relating thereto, it being the intention of the parties
          hereto that holders of Parent Common Stock or Subject Company
          Common Stock shall not receive more than one dividend, or fail to
          receive one dividend, for any single calendar quarter with respect
          to their shares of Parent Common Stock and/or Subject Company
          Common Stock and any shares of Parent Common Stock any such holder
          receives in exchange therefor in the Merger.

               6.12 Subsequent Interim and Annual Financial Statements.  As
          soon as reasonably available, but in no event more than 45 days
          after the end of each fiscal quarter (other than the fourth
          quarter of a fiscal year) or 90 days after December 31, 1995 or
          the end of each fiscal year ending after the date of this
          Agreement, each party will deliver to the other party its
          Quarterly Report on Form 10-Q or its Annual Report on Form 10-K,
          as the case may be, as filed with the SEC under the Exchange Act.

               6.13 Litigation.  Each of Parent and Subject Company shall 
          immediately dismiss, with prejudice, with each party bearing its
          own costs, attorneys' fees and litigation expenses and without
          payment by Parent or Subject Company to any adverse party of any
          damages, costs, expenses or attorneys fees, all proceedings
          pending in Wells Fargo & Company v. First Interstate Bancorp, et
          al., Delaware Chancery, C.A. No. 14696, and First Interstate
          Bancorp v. Wells Fargo & Company, et al., United States District
          Court for the District of Delaware, C.A. No. 95-800, and shall
          execute and deliver such further papers as may be necessary in
          connection with such dismissals, including, but not limited to,
          exchanging mutual releases with respect or relating to the subject
          matter of such proceedings.

                                      ARTICLE VII

                                 CONDITIONS PRECEDENT

               7.1  Conditions to Each Party's Obligation To Effect the
          Merger.  The respective obligations of each party to effect the
          Merger shall be subject to the satisfaction at or prior to  the
          Effective Time of the following conditions:

                    (a)  Stockholder Approval.  The agreement of merger
               contained in this Agreement shall have been approved and
               adopted by the requisite affirmative votes of the holders of
               Subject Company Common Stock and Parent Common Stock entitled
               to vote thereon.

                    (b)  NYSE Listing.  The shares of Parent Common Stock
               which shall be issued to the stockholders of Subject Company
               upon consummation of the Merger and the New Parent Depositary
               Shares shall have been authorized for listing on the NYSE,
               subject to official notice of issuance.

                    (c)  Other Approvals.  All regulatory approvals required
               to consummate the transactions contemplated hereby shall have
               been obtained and shall remain in full force and effect and
               all statutory waiting periods in respect thereof shall have
               expired (all such approvals and the expiration of all such
               waiting periods being referred to herein as the "Requisite
               Regulatory Approvals") and no such approval shall have
               imposed any condition, requirement or restriction which the
               Board of Directors of either Parent or Subject Company
               reasonably determines in good faith would so materially
               adversely impact the economic or business benefits of the
               transactions contemplated by this Agreement to Parent and its
               stockholders or Subject Company and its stockholders, as the
               case may be, as to render inadvisable the consummation of the
               Merger (any such condition, requirement or restriction, a
               "Burdensome Condition").

                    (d)  S-4.  The S-4 shall have become effective under the
               Securities Act and no stop order suspending the effectiveness
               of the S-4 shall have been issued and no proceedings for that
               purpose shall have been initiated or threatened by the SEC.

                    (e)  No Injunctions or Restraints; Illegality.  No
               order, injunction or decree issued by any court or agency of
               competent jurisdiction or other legal restraint or
               prohibition (an "Injunction") preventing the consummation of
               the Merger or any of the other transactions contemplated by
               this Agreement shall be in effect.  No statute, rule,
               regulation, order, injunction or decree shall have been
               enacted, entered, promulgated or enforced by any Governmental
               Entity which prohibits, restricts or makes illegal the
               consummation of the Merger.

               7.2  Conditions to Obligations of Parent.  The obligation of
          Parent to effect the Merger is also subject to the satisfaction or
          waiver by Parent at or prior to the Effective Time of the
          following conditions:

                    (a)  Representations and Warranties.  (i) The
               representations and warranties of Subject Company set forth
               in Sections 3.2, 3.3(a), 3.6, 3.8(a), 3.17 and 3.18 of this
               Agreement shall be true and correct in all material respects
               as of the date of this Agreement and (except to the extent
               such representations and warranties speak as of an earlier
               date) as of the Closing Date as though made on and as of the
               Closing Date and (ii) the representations and warranties of
               Subject Company set forth in this Agreement other than those
               specifically enumerated in clause (i) hereof shall be true
               and correct in all respects as of the date of this Agreement
               and (except to the extent such representations and warranties
               speak as of an earlier date) as of the Closing Date as though
               made on and as of the Closing Date; provided, however, that
               for purposes of determining the satisfaction of the condition
               contained in this clause (ii), no effect shall be given to
               any exception in such representations and warranties relating
               to materiality or a Material Adverse Effect, and provided,
               further, however, that, for purposes of this clause (ii),
               such representations and warranties shall be deemed to be
               true and correct in all respects unless the failure or
               failures of such representations and warranties to be so true
               and correct, individually or in the aggregate, results or
               would reasonably be expected to result in a Material Adverse
               Effect on Subject Company and its Subsidiaries taken as a
               whole.  Parent shall have received a certificate signed on
               behalf of the Subject Company by the Chief Executive Officer
               and Chief Financial Officer of Subject Company to the
               foregoing effect.

                    (b)  Performance of Obligations of Subject Company. 
               Subject Company shall have performed in all material respects
               all obligations required to be performed by it under this
               Agreement at or prior to the Closing Date, and Parent shall
               have received a certificate signed on behalf of Subject
               Company by the Chief Executive Officer and the Chief
               Financial Officer of Subject Company to such effect.

                    (c)  Subject Company Rights Agreement.  The rights
               issued pursuant to the Subject Company Rights Agreement shall
               not have become nonredeemable, exercisable, distributed or
               triggered pursuant to the terms of such agreement.

                    (d)  Federal Tax Opinion.  Parent shall have received an
               opinion of Sullivan & Cromwell, counsel to Parent, in form
               and substance reasonably satisfactory to Parent, dated as of
               the Effective Time, substantially to the effect that, on the
               basis of facts, representations and assumptions set forth in
               such opinion which are consistent with the state of facts
               existing at the Effective Time, the Merger will be treated
               for Federal income tax purposes as a reorganization within
               the meaning of Section 368(a) of the Code and that
               accordingly:

                         (1)  No gain or loss will be recognized by Parent
                    or Subject Company as a result of the Merger;

                         (2)  No gain or loss will be recognized by the
                    stockholders of Subject Company who exchange their
                    Subject Company Capital Stock solely for Parent Capital
                    Stock pursuant to the Merger (except with respect to
                    cash received in lieu of a fractional share interest in
                    Parent Common Stock); and

                         (3)  The tax basis of the Parent Capital Stock
                    received by stockholders who exchange all of their
                    Subject Company Capital Stock solely for Parent Capital
                    Stock in the Merger will be the same as the tax basis of
                    the Subject Company Capital Stock surrendered in
                    exchange therefor (reduced by any amount of tax basis
                    allocable to a fractional share interest for which cash
                    is received).

                    In rendering such opinion, Sullivan & Cromwell may
               require and rely upon representations and covenants including
               those contained in certificates of officers of Parent and
               Subject Company and others.

               7.3  Conditions to Obligations of Subject Company.  The
          obligation of Subject Company to effect the Merger is also subject
          to the satisfaction or waiver by Subject Company at or prior to
          the Effective Time of the following conditions:

                    (a)  Representations and Warranties.  (i) The
               representations and warranties of Parent set forth in
               Sections 4.2, 4.3(a), 4.6, 4.8(a), 4.17 and 4.18 of this
               Agreement shall be true and correct in all material respects
               as of the date of this Agreement and (except to the extent
               such representations and warranties speak as of an earlier
               date) as of the Closing Date as though made on and as of the
               Closing Date and (ii) the representations and warranties of
               Parent set forth in this Agreement other than those
               specifically enumerated in clause (i) hereof shall be true
               and correct in all respects as of the date of this Agreement
               and (except to the extent such representations and warranties
               speak as of an earlier date) as of the Closing Date as though
               made on and as of the Closing Date; provided, however, that
               for purposes of determining the satisfaction of the condition
               contained in this clause (ii), no effect shall be given to
               any exception in such representations and warranties relating
               to materiality or a Material Adverse Effect, and provided,
               further, however, that, for purposes of this clause (ii),
               such representations and warranties shall be deemed to be
               true and correct in all respects unless the failure or
               failures of such representations and warranties to be so true
               and correct, individually or in the aggregate, results or
               would reasonably be expected to result in a Material Adverse
               Effect on Parent and its Subsidiaries taken as a whole. 
               Subject Company shall have received a certificate signed on
               behalf of Parent by the Chief Executive Officer and the Chief
               Financial Officer of Parent to the foregoing effect.

                    (b)  Performance of Obligations of Parent.  Parent shall
               have performed in all material respects all obligations
               required to be performed by it under this Agreement at or
               prior to the Closing Date, and Subject Company shall have
               received a certificate signed on behalf of Parent by the
               Chief Executive Officer and the Chief Financial Officer of
               Parent to such effect.

                    (c)  Federal Tax Opinion.  Subject Company shall have
               received an opinion of Skadden, Arps, Slate, Meagher & Flom,
               counsel to Subject Company, in form and substance reasonably
               satisfactory to Subject Company, dated as of the Effective
               Time, substantially to the effect that, on the basis of
               facts, representations and assumptions set forth in such
               opinion which are consistent with the state of facts existing
               at the Effective Time, the Merger will be treated for Federal
               income tax purposes as a reorganization within the meaning of
               Section 368(a) of the Code and that accordingly:

                         (1)  No gain or loss will be recognized by Parent
                    or Subject Company as a result of the Merger;

                         (2)  No gain or loss will be recognized by the
                    stockholders of Subject Company who exchange their
                    Subject Company Capital Stock solely for Parent Capital
                    Stock pursuant to the Merger (except with respect to
                    cash received in lieu of a fractional share interest in
                    Parent Common Stock); and

                         (3)  The tax basis of the Parent Capital Stock
                    received by stockholders who exchange all of their
                    Subject Company Capital Stock solely for Parent Capital
                    Stock in the Merger will be the same as the tax basis of
                    the Subject Company Capital Stock surrendered in
                    exchange therefor (reduced by any amount of tax basis
                    allocable to a fractional share interest for which cash
                    is received).

                    In rendering such opinion, Skadden, Arps, Slate, Meagher
               & Flom may require and rely upon representations and
               covenants including those contained in certificates of
               officers of Parent and Subject Company and others.

                                     ARTICLE VIII

                               TERMINATION AND AMENDMENT

               8.1  Termination.  This Agreement may be terminated at any
          time prior to the Effective Time:

                    (a)  by mutual consent of Parent and Subject Company in
               a written instrument, if the Board of Directors of each so
               determines;

                    (b)  by either the Board of Directors of Parent or the
               Board of Directors of Subject Company if (i) any Governmental
               Entity which must grant a Requisite Regulatory Approval has
               denied approval of the Merger and such denial has become
               final and nonappealable or (ii) any Governmental Entity of
               competent jurisdiction shall have issued a final
               nonappealable order enjoining or otherwise prohibiting the
               consummation of the transactions contemplated by this
               Agreement;

                    (c)  by either the Board of Directors of Parent or the
               Board of Directors of Subject Company if the Merger shall not
               have been consummated on or before December 31, 1996, unless
               the failure of the Closing to occur by such date shall be due
               to the failure of the party seeking to terminate this
               Agreement to perform or observe the covenants and agreements
               of such party set forth herein;

                    (d)  by either the Board of Directors of Parent or the
               Board of Directors of Subject Company (provided that the
               terminating party is not then in material breach of any
               representation, warranty, covenant or other agreement
               contained herein) if the other party shall have breached (i)
               any of the covenants or agreements made by such other party
               herein or (ii) any of the representations or warranties made
               by such other party herein, and in either case, such breach
               (x) is not cured within thirty (30) days following written
               notice to the party committing such breach, or which breach,
               by its nature, cannot be cured prior to the Closing and (y)
               would entitle the non-breaching party not to consummate the
               transactions contemplated hereby under Article VII hereof;

                    (e)  by either the Board of Directors of Parent or the
               Board of Directors of Subject Company if any approval of the
               stockholders of Parent or the Subject Company contemplated by
               this Agreement shall not have been obtained by reason of the
               failure to obtain the required vote at a duly held meeting of
               stockholders or at any adjournment or postponement thereof; 

                    (f)  prior to the approval of this Agreement by the
               requisite vote of Subject Company's stockholders (if Subject
               Company is the terminating party) or by the requisite vote of
               Parent's stockholders (if Parent is the terminating party),
               by either the Board of Directors of Parent or the Board of
               Directors of Subject Company, if there exists at such time a
               Takeover Proposal for the party whose Board of Directors is
               seeking to terminate this Agreement pursuant to this
               paragraph (f) and such Board of Directors, after having
               consulted with and considered the advice of outside legal
               counsel, reasonably determines in good faith that such action
               is necessary in the exercise of its fiduciary duties under
               applicable laws; 

                    (g)  by either the Board of Directors of Parent or the
               Board of Directors of Subject Company, if such Board shall
               have reasonably determined in good faith that any of the
               Requisite Regulatory Approvals contains a Burdensome
               Condition; or

                    (h)  by either the Board of Directors of Parent or the
               Board of Directors of Subject Company, if the Board of
               Directors of the other party shall have withdrawn, modified
               or changed in a manner adverse to the terminating party its
               approval or recommendation of this Agreement and the
               transactions contemplated hereby.

               8.2  Effect of Termination.  In the event of termination of
          this Agreement by either Parent or Subject Company as provided in
          Section 8.1, this Agreement shall forthwith become void and have
          no effect, and none of Parent, Subject Company, any of their
          respective Subsidiaries or any of the officers or directors of any
          of them shall have any liability of any nature whatsoever
          hereunder, or in connection with the transactions contemplated
          hereby, except that (i) Sections 6.2(b), 8.2, and 9.3 shall
          survive any termination of this Agreement and (ii) notwithstanding
          anything to the contrary contained in this Agreement, neither
          Parent nor Subject Company shall be relieved or released from any
          liabilities or damages arising out of its willful breach of any
          provision of this Agreement.  

               8.3  Amendment.  Subject to compliance with applicable law,
          this Agreement may be amended by the parties hereto, by action
          taken or authorized by their respective Boards of Directors, at
          any time before or after approval of the matters presented in
          connection with the Merger by the stockholders of Subject Company
          and Parent; provided, however, that after any approval of the
          transactions contemplated by this Agreement by Subject Company's
          stockholders, there may not be, without further approval of such
          stockholders, any amendment of this Agreement which reduces the
          amount or changes the form of the consideration to be delivered to
          the Subject Company stockholders hereunder other than as
          contemplated by this Agreement.  This Agreement may not be amended
          except by an instrument in writing signed on behalf of each of the
          parties hereto.

               8.4  Extension; Waiver.  At any time prior to the Effective
          Time, the parties hereto, by action taken or authorized by their
          respective Board of Directors, may, to the extent legally allowed,
          (a) extend the time for the performance of any of the obligations
          or other acts of the other parties hereto, (b) waive any
          inaccuracies in the representations and warranties contained
          herein or in any document delivered pursuant hereto and (c) waive
          compliance with any of the agreements or conditions contained
          herein.  Any agreement on the part of a party hereto to any such
          extension or waiver shall be valid only if set forth in a written
          instrument signed on behalf of such party, but such extension or
          waiver or failure to insist on strict compliance with an
          obligation, covenant, agreement or condition shall not operate as
          a waiver of, or estoppel with respect to, any subsequent or other
          failure.

                                      ARTICLE IX

                                  GENERAL PROVISIONS

               9.1  Closing.  Subject to the terms and conditions of this
          Agreement, the closing of the Merger (the "Closing") will take
          place at 10:00 a.m. on a date to be specified by the parties,
          which shall be no later than two business days after the
          satisfaction or waiver (subject to applicable law) of the latest
          to occur of the conditions set forth in Article VII hereof (the
          "Closing Date").

               9.2  Nonsurvival of Representations, Warranties and
          Agreements.  None of the representations, warranties, covenants
          and agreements in this Agreement or in any instrument delivered
          pursuant to this Agreement (other than the Fee Letters, for which
          provision has been made therein) shall survive the Effective Time,
          except for those covenants and agreements contained herein and
          therein which by their terms apply in whole or in part after the
          Effective Time.

               9.3  Expenses.  Except as provided in the Fee Letters or in
          Section 8.2 hereof, all costs and expenses incurred in connection
          with this Agreement and the transactions contemplated hereby shall
          be paid by the party incurring such expense, provided, however,
          that (i) the costs and expenses of printing and mailing the Joint
          Proxy Statement, and all filing and other fees paid to the SEC in
          connection with the Merger, shall be borne equally by Parent and
          Subject Company and (ii) notwithstanding anything to the contrary
          contained in this Agreement, neither Parent nor Subject Company
          shall be relieved or released from any liabilities or damages
          arising out of its willful breach of any provision of this
          Agreement.

               9.4  Notices.  All notices and other communications hereunder
          shall be in writing and shall be deemed given if delivered
          personally, telecopied (with confirmation), mailed by registered
          or certified mail (return receipt requested) or delivered by an
          express courier (with confirmation) to the parties at the
          following addresses (or at such other address for a party as shall
          be specified by like notice):

                    (a)  if to Parent, to:

                    Wells Fargo & Company
                    420 Montgomery Street
                    San Francisco, California  94163
                    (415) 396-2029
                    Fax:  (415) 396-2987
                    Attn:  Guy Rounsaville, Jr., Esq.

                    with a copy to:

                    Sullivan & Cromwell
                    125 Broad Street
                    New York, NY  10004
                    Attn: Mitchell Eitel, Esq.
                    (212) 558-4000
                    (212) 558-3588 (Fax)

                    (b)  if to Subject Company, to:

                    First Interstate Bancorp
                    633 West Fifth Street, T7-10
                    Los Angeles, California 90071
                    Fax:  (213) 614-3741
                    Attn:  General Counsel

                    with a copy to:

                    Skadden, Arps, Slate, Meagher & Flom
                    919 Third Avenue
                    New York, New York  10022
                    Fax: (212)  735-2000
                    Attn:  Fred B. White, III, Esq.

               9.5  Interpretation.  When a reference is made in this
          Agreement to Sections, Exhibits or Schedules, such reference shall
          be to a Section of or Exhibit or Schedule to this Agreement unless
          otherwise indicated.  The table of contents and headings contained
          in this Agreement are for reference purposes only and shall not
          affect in any way the meaning or interpretation of this Agreement. 
          Whenever the words "include," "includes" or "including" are used
          in this Agreement, they shall be deemed to be followed by the
          words "without limitation".  Whenever the word "material" is used
          in this Agreement and the context in which it is used refers to
          any of the parties to this Agreement or any of their respective
          Subsidiaries, it shall be deemed to be followed by "to [Subject
          Company] [Parent] and its Subsidiaries, taken together as a
          whole," as applicable.  No provision of this Agreement shall be
          construed to require Subject Company, Parent or any of their
          respective Subsidiaries or affiliates to take any action which
          would violate or conflict with any applicable law (whether
          statutory or common), rule or regulation.

               9.6  Counterparts.  This Agreement may be executed in
          counterparts, all of which shall be considered one and the same
          agreement and shall become effective when counterparts have been
          signed by each of the parties and delivered to the other parties,
          it being understood that all parties need not sign the same
          counterpart.

               9.7  Entire Agreement.  This Agreement (together with the
          documents and the instruments referred to herein) constitutes the
          entire agreement and supersedes all prior agreements and
          understandings, both written and oral, among the parties with
          respect to the subject matter hereof, other than the Subject
          Company Documents and the Parent Documents.

               9.8  Governing Law.  This Agreement shall be governed and
          construed in accordance with the laws of the State of Delaware,
          without regard to any applicable conflicts of law.

               9.9  Severability.  Except to the extent that application of
          this Section 9.9 would have a Material Adverse Effect on either
          party or the Surviving Corporation, any term or provision of this
          Agreement which is invalid or unenforceable in any jurisdiction
          shall, as to that jurisdiction, be ineffective to the extent of
          such invalidity or unenforceability without rendering invalid or
          unenforceable the remaining terms and provisions of this Agreement
          or affecting the validity or enforceability of any of the terms or
          provisions of this Agreement in any other jurisdiction.  If any
          provision of this Agreement is so broad as to be unenforceable,
          the provision shall be interpreted to be only so broad as is
          enforceable.

               9.10 Publicity.  Except as otherwise required by applicable
          law or the rules of the NYSE, neither Parent nor Subject Company
          shall, or shall permit any of its Subsidiaries to, issue or cause
          the publication of any press release or other public announcement
          with respect to, or otherwise make any public statement
          concerning, the transactions contemplated by this Agreement or the
          Fee Letters without the consent of the other party, which consent
          shall not be unreasonably withheld.

               9.11 Assignment; Third Party Beneficiaries.  Neither this
          Agreement nor any of the rights, interests or obligations of any
          party hereunder shall be assigned by any of the parties hereto
          (whether by operation of law or otherwise) without the prior
          written consent of the other party.  Subject to the preceding
          sentence, this Agreement will be binding upon, inure to the
          benefit of and be enforceable by the parties and their respective
          successors and assigns.  Except as otherwise specifically provided
          in Section 6.8 hereof, this Agreement (including the documents and
          instruments referred to herein) is not intended to confer upon any
          person other than the parties hereto any rights or remedies
          hereunder.

               9.12 Alternative Structure.  Notwithstanding anything to the
          contrary contained in this Agreement, prior to the Effective Time,
          the parties may mutually agree to revise the structure of the
          Merger and related transactions provided that each of the
          transactions comprising such revised structure shall (i) not
          change the amount or form of consideration to be received by the
          stockholders of Subject Company and the holders of Subject Company
          Options, (ii) be capable of consummation in as timely a manner as
          the structure contemplated herein and (iii) not otherwise be
          prejudicial to the interests of the stockholders of Subject Com
          pany.  This Agreement and any related documents shall be
          appropriately amended in order to reflect any such revised
          structure.

               9.13 Enforcement of the Agreement.  The parties hereto agree
          that irreparable damage would occur in the event that any of the
          provisions of this Agreement were not performed in accordance with
          their specific terms or were otherwise breached.  It is
          accordingly agreed that the parties shall be entitled to an
          injunction or injunctions to prevent breaches of this Agreement
          and to enforce specifically the terms and provisions hereof in any
          court of the United States or any state having jurisdiction, this
          being in addition to any other remedy to which they are entitled
          at law or in equity.


               IN WITNESS WHEREOF, Parent and Subject Company have caused
          this Agreement to be executed by their respective officers
          thereunto duly authorized as of the date first above written.

                                        WELLS FARGO & COMPANY

                                        By: /s/ Rodney L. Jacobs
                                            ___________________________ 
                                              Name:  Rodney L. Jacobs
                                              Title: Vice Chairman and Chief
                                                       Financial Officer

                                        FIRST INTERSTATE BANCORP

                                        By: /s/ Theodore F. Craver, Jr.
                                            _______________________________ 
                                              Name:  Theodore F. Craver, Jr.
                                              Title: Executive Vice President
                                                       and Treasurer


                                   TABLE OF CONTENTS

                                       ARTICLE I

                                      THE MERGER

          1.1  The Merger . . . . . . . . . . . . . . . . . . . . . . .    2
          1.2  Effective Time . . . . . . . . . . . . . . . . . . . . .    2
          1.3  Effects of the Merger  . . . . . . . . . . . . . . . . .    2
          1.4  Conversion of Subject Company Common Stock, 
               Subject Company Preferred Stock  . . . . . . . . . . . .    2
          1.5  Parent Common Stock; Parent Preferred Stock  . . . . . .    4
          1.6  Options. . . . . . . . . . . . . . . . . . . . . . . . .    4
          1.7  Certificate of Incorporation . . . . . . . . . . . . . .    5
          1.8  Bylaws.  . . . . . . . . . . . . . . . . . . . . . . . .    5
          1.9  Tax Consequences . . . . . . . . . . . . . . . . . . . .    6
          1.10 Board of Directors . . . . . . . . . . . . . . . . . . .    6
          1.11 Headquarters . . . . . . . . . . . . . . . . . . . . . .    6

                                      ARTICLE II

                                  EXCHANGE OF SHARES

          2.1  Parent to Make Shares Available  . . . . . . . . . . . .    6
          2.2  Exchange of Shares . . . . . . . . . . . . . . . . . . .    6

                                      ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF SUBJECT COMPANY

          3.1  Corporate Organization . . . . . . . . . . . . . . . . .    8
          3.2  Capitalization . . . . . . . . . . . . . . . . . . . . .   10
          3.3  Authority; No Violation  . . . . . . . . . . . . . . . .   11
          3.4  Consents and Approvals . . . . . . . . . . . . . . . . .   12
          3.5  Reports  . . . . . . . . . . . . . . . . . . . . . . . .   13
          3.6  Financial Statements . . . . . . . . . . . . . . . . . .   13
          3.7  Broker's Fees  . . . . . . . . . . . . . . . . . . . . .   14
          3.8  Absence of Certain Changes or Events . . . . . . . . . .   14
          3.9  Legal Proceedings  . . . . . . . . . . . . . . . . . . .   14
          3.10 Taxes and Tax Returns  . . . . . . . . . . . . . . . . .   15
          3.11 Employees. . . . . . . . . . . . . . . . . . . . . . . .   15
          3.12 SEC Reports  . . . . . . . . . . . . . . . . . . . . . .   16
          3.13 Compliance with Applicable Law . . . . . . . . . . . . .   17
          3.14 Certain Contracts  . . . . . . . . . . . . . . . . . . .   17
          3.15 Agreements with Regulatory Agencies. . . . . . . . . . .   18
          3.16 Undisclosed Liabilities  . . . . . . . . . . . . . . . .   18
          3.17 State Takeover Laws  . . . . . . . . . . . . . . . . . .   18
          3.18 Rights Agreement . . . . . . . . . . . . . . . . . . . .   18
          3.19 Subject Company Information. . . . . . . . . . . . . . .   18
          3.20 Environmental Liability  . . . . . . . . . . . . . . . .   19
          3.21 Interest Rate Risk Management Instruments. . . . . . . .   19
          3.22 Terminated Merger Agreement. . . . . . . . . . . . . . .   20

                                      ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES OF PARENT

          4.1  Corporate Organization . . . . . . . . . . . . . . . . .   20
          4.2  Capitalization . . . . . . . . . . . . . . . . . . . . .   21
          4.3  Authority; No Violation  . . . . . . . . . . . . . . . .   22
          4.4  Consents and Approvals . . . . . . . . . . . . . . . . .   23
          4.5  Reports  . . . . . . . . . . . . . . . . . . . . . . . .   23
          4.6  Financial Statements . . . . . . . . . . . . . . . . . .   24
          4.7  Broker's Fees  . . . . . . . . . . . . . . . . . . . . .   24
          4.8  Absence of Certain Changes or Events . . . . . . . . . .   24
          4.9  Legal Proceedings. . . . . . . . . . . . . . . . . . . .   25
          4.10 Taxes and Tax Returns  . . . . . . . . . . . . . . . . .   25
          4.11 Employees  . . . . . . . . . . . . . . . . . . . . . . .   25
          4.12 SEC Reports. . . . . . . . . . . . . . . . . . . . . . .   27
          4.13 Compliance with Applicable Law . . . . . . . . . . . . .   27
          4.14 Certain Contracts. . . . . . . . . . . . . . . . . . . .   27
          4.15 Agreements with Regulatory Agencies. . . . . . . . . . .   28
          4.16 Undisclosed Liabilities. . . . . . . . . . . . . . . . .   28
          4.17 State Takeover Laws; Certificate of Incorporation. . . .   28
          4.18 Parent Information.  . . . . . . . . . . . . . . . . . .   28
          4.19 Environmental Liability. . . . . . . . . . . . . . . . .   29
          4.20 Interest Rate Risk Management Instruments. . . . . . . .   29

                                       ARTICLE V

                       COVENANTS RELATING TO CONDUCT OF BUSINESS

          5.1  Conduct of Businesses Prior to the Effective Time. . . .   30
          5.2  Forbearances . . . . . . . . . . . . . . . . . . . . . .   30

                                      ARTICLE VI

                                 ADDITIONAL AGREEMENTS

          6.1  Regulatory Matters . . . . . . . . . . . . . . . . . . .   33
          6.2  Access to Information. . . . . . . . . . . . . . . . . .   34
          6.3  Stockholders' Approvals  . . . . . . . . . . . . . . . .   35
          6.4  Legal Conditions to Merger . . . . . . . . . . . . . . .   35
          6.5  Affiliates; Publication of Combined Financial Results. .   36
          6.6  Stock Exchange Listing . . . . . . . . . . . . . . . . .   36
          6.7  Employee Benefit Plans . . . . . . . . . . . . . . . . .   36
          6.8  Indemnification; Directors' and  Officers' Insurance . .   39
          6.9  Additional Agreements  . . . . . . . . . . . . . . . . .   41
          6.10 Advice of Changes. . . . . . . . . . . . . . . . . . . .   41
          6.11 Dividends. . . . . . . . . . . . . . . . . . . . . . . .   41
          6.12 Subsequent Interim and Annual Financial Statements.  . .   41
          6.13 Litigation.  . . . . . . . . . . . . . . . . . . . . . .   42

                                      ARTICLE VII

                                 CONDITIONS PRECEDENT

          7.1  Conditions to Each Party's Obligation To Effect the
               Merger . . . . . . . . . . . . . . . . . . . . . . . . .   42
          7.2  Conditions to Obligations of Parent. . . . . . . . . . .   43
          7.3  Conditions to Obligations of Subject Company . . . . . .   44

                                     ARTICLE VIII

                               TERMINATION AND AMENDMENT

          8.1  Termination  . . . . . . . . . . . . . . . . . . . . . .   46
          8.2  Effect of Termination  . . . . . . . . . . . . . . . . .   47
          8.3  Amendment  . . . . . . . . . . . . . . . . . . . . . . .   47
          8.4  Extension; Waiver. . . . . . . . . . . . . . . . . . . .   47

                                      ARTICLE IX

                                  GENERAL PROVISIONS

          9.1  Closing  . . . . . . . . . . . . . . . . . . . . . . . .   48
          9.2  Nonsurvival of Representations, Warranties and
               Agreements.  . . . . . . . . . . . . . . . . . . . . . .   48
          9.3  Expenses . . . . . . . . . . . . . . . . . . . . . . . .   48
          9.4  Notices. . . . . . . . . . . . . . . . . . . . . . . . .   48
          9.5  Interpretation . . . . . . . . . . . . . . . . . . . . .   49
          9.6  Counterparts . . . . . . . . . . . . . . . . . . . . . .   50
          9.7  Entire Agreement.  . . . . . . . . . . . . . . . . . . .   50
          9.8  Governing Law  . . . . . . . . . . . . . . . . . . . . .   50
          9.9  Severability.  . . . . . . . . . . . . . . . . . . . . .   50
          9.10 Publicity. . . . . . . . . . . . . . . . . . . . . . . .   50
          9.11 Assignment; Third Party Beneficiaries. . . . . . . . . .   50
          9.12 Alternative Structure  . . . . . . . . . . . . . . . . .   51
          9.13 Enforcement of the Agreement.  . . . . . . . . . . . . .   51

EX-2

                                        January 23, 1996

          Wells Fargo & Company
          420 Montgomery Street
          San Francisco, CA  94163

          Ladies and Gentlemen:

               We refer to the Agreement and Plan of Merger (the
          "Merger Agreement") of even date herewith between First
          Interstate Bancorp ("Subject Company") and Wells Fargo &
          Company("Parent").  Capitalized terms used but not
          defined herein shall have the meanings ascribed to them
          in the Merger Agreement. 

               In order to induce Parent to enter into the Merger
          Agreement, and in consideration of Parent's undertaking
          of efforts in furtherance of the transactions
          contemplated thereby, Subject Company agrees as follows:

               1.  Representations and Warranties.  Subject Company
          hereby represents and warrants to Parent that Subject
          Company has all requisite corporate power and authority
          to enter into this letter agreement (this "Agreement")
          and to perform its obligations set forth herein.  The
          execution, delivery and performance of this Agreement
          have been duly and validly authorized by all necessary
          corporate action on the part of Parent.  This Agreement
          has been duly executed and delivered by Subject Company.

               2.  Termination Fee.  (a) Unless a Nullifying Event
          (as such term is defined below) shall have occurred and
          be continuing at the time the Merger Agreement is
          terminated, in the event that the Merger Agreement is
          terminated pursuant to Article VIII thereof (regardless
          of whether such termination is by Parent or Subject
          Company) and prior to or concurrently with such
          termination a First Trigger Event (as such term is
          defined below) shall have occurred, Subject Company shall
          pay to Parent a cash fee of $50 million.  Such fee shall
          be payable in immediately available funds on or before
          the second business day following such termination of the
          Merger Agreement.

               (b)  In addition, unless a Nullifying Event shall
          have occurred and be continuing at the time the Merger
          Agreement is terminated, in the event that (i) the Merger
          Agreement shall have been terminated pursuant to Article
          VIII thereof, (ii) prior to or concurrently with such
          termination a First Trigger Event shall have occurred,
          and (iii) prior to, concurrently with or within 18 months
          after such termination an Acquisition Event (as such term
          is defined below) shall have occurred, Subject Company
          shall pay to Parent an additional cash fee of (i) $150
          million, less (ii) any amount paid by Subject Company
          pursuant to Paragraph 2(a) hereof.  Such fee shall be
          payable in immediately available funds on or before the
          second business day following the occurrence of such
          Acquisition Event.

               (c)  As used herein, a "First Trigger Event" shall
          mean the occurrence of any of the following events:

                    (i) Subject Company's Board of Directors shall
               have failed to approve or recommend the Merger
               Agreement or the Merger or shall have withdrawn or
               modified in a manner adverse to Parent its approval
               or recommendation of the Merger Agreement or the
               Merger, or shall have resolved or publicly announced
               an intention to do either of the foregoing;

                    (ii) Subject Company or any Significant
               Subsidiary (as such term is defined below), or the
               Board of Directors of Subject Company or a
               Significant Subsidiary, shall have recommended that
               the stockholders of Subject Company approve any
               Acquisition Proposal (as such term is defined below)
               or shall have entered into an agreement with respect
               to, or authorized, approved, proposed or publicly
               announced its intention to enter into, any
               Acquisition Proposal;

                    (iii) the Merger Agreement or the Merger shall
               not have been approved at a meeting of Subject
               Company stockholders which has been held for that
               purpose prior to termination of the Merger Agreement
               in accordance with its terms, if prior thereto it
               shall have been publicly announced that any person
               (other than Parent or any of its Subsidiaries) shall
               have made, or disclosed an intention to make, an
               Acquisition Proposal;

                    (iv) any person (together with its affiliates
               and associates) or group (as such terms are used for
               purposes of Section 13(d) of the Exchange Act)(other
               than Parent and its Subsidiaries) shall have
               acquired beneficial ownership (as such term is used
               for purposes of Section 13(d) of the Exchange Act)
               or the right to acquire beneficial ownership of 50%
               or more of the then outstanding shares of the stock
               then entitled to vote generally in the election of
               directors of Subject Company or any Significant
               Subsidiary; or 

                    (v) following the making of an Acquisition
               Proposal, Subject Company shall have breached any
               covenant or agreement contained in the Merger
               Agreement such that Parent would be entitled to
               terminate the Merger Agreement under Section 8.1(d)
               thereof (without regard to any grace period provided
               for therein) unless such breach is promptly cured
               without jeopardizing consummation of the Merger
               pursuant to the terms of the Merger Agreement.

               (d)  As used herein, "Acquisition Event" shall mean
          the consummation of any event described in the definition
          of "Acquisition Proposal," except that the percentage
          reference contained in clause (C) of such definition
          shall be 50% instead of 20%.

               (e)  As used herein, "Acquisition Proposal" shall
          mean any (i) publicly announced proposal, (ii) regulatory
          application or notice (whether in draft or final form),
          (iii) agreement or understanding, (iv) disclosure of an
          intention to make a proposal, or (v) amendment to any of
          the foregoing, made or filed on or after the date hereof,
          in each case with respect to any of the following
          transactions with a counterparty other than Parent or any
          of its Subsidiaries: (A) a merger or consolidation, or
          any similar transaction, involving Subject Company or any
          Significant Subsidiary (other than mergers,
          consolidations, or any similar transactions involving
          solely Subject Company and/or one or more wholly owned
          Subsidiaries of Subject Company and other than a merger
          or consolidation as to which the common shareholders of
          Subject Company immediately prior thereto in the
          aggregate own at least 70% of the common stock of the
          publicly held surviving or successor corporation (or any
          publicly held ultimate parent company thereof)
          immediately following consummation thereof); (B) a
          purchase, lease or other acquisition of all or
          substantially all of the assets or deposits of Subject
          Company or any Significant Subsidiary; or (C) a purchase
          or other acquisition (including by way of merger,
          consolidation, share exchange or otherwise) of securities
          representing 20% or more of the voting power of Subject
          Company or any Significant Subsidiary.

               (f) As used herein, "Nullifying Event" shall mean
          (I) any of the following events occurring and continuing
          at a time when Subject Company is not in material breach
          of any of its covenants or agreements contained in the
          Merger Agreement: (i) Parent shall be in breach of any of
          its covenants or agreements contained in the Merger
          Agreement such that Subject Company shall be entitled to
          terminate the Merger Agreement pursuant to Section 8.1(d)
          thereof (without regard to any grace period provided for
          therein), (ii) the stockholders of Parent shall have
          voted and failed to approve the adoption of the agreement
          of merger (within the meaning of Section 251 of the DGCL)
          contained in the Merger Agreement at a meeting of such
          stockholders which has been held for that purpose or at
          any adjournment or postponement thereof (unless the
          Merger Agreement shall not have been approved at a
          meeting of Subject Company stockholders which was held on
          or prior to such date for the purpose of voting with
          respect to the Merger Agreement) or (iii) the Board of
          Directors of Parent shall have failed to approve or
          recommend that the stockholders of Parent approve the
          adoption of the agreement of merger (within the meaning
          of Section 251 of the DGCL) contained in the Merger
          Agreement or shall have withdrawn, modified or changed in
          any manner adverse to Subject Company its approval or
          recommendation that the stockholders of Parent approve
          the adoption of the agreement of merger (within the
          meaning of Section 251 of the DGCL) contained in the
          Merger Agreement or shall have resolved or publicly
          announced its intention to do any of the foregoing or
          (II) the termination of the Merger Agreement pursuant to
          Section 8.1(g) thereof.

               (g)  As used herein, "Significant Subsidiary" shall
          mean a "significant subsidiary," as defined in Rule 1-02
          of Regulation S-X promulgated by the Securities and
          Exchange Commission, of Subject Company.

               (h)  Notwithstanding anything to the contrary
          contained herein, in no event shall any action taken by
          North prior to, on or after the date hereof with respect
          to a merger or similar business combination involving
          Subject Company and North in which the holders of Subject
          Company Common Stock would receive, for each such share,
          solely 2.60 or less shares of the common stock of North
          (together with cash in lieu of any fractional shares) be
          deemed to constitute an Acquisition Proposal.

               3.  To the extent that Subject Company is prohibited
          by applicable law or regulation, or by administrative
          actions or policy of a Federal or state financial
          institution supervisory agency having jurisdiction over
          it, from making the payments required to be paid by
          Subject Company herein in full, it shall immediately so
          notify Parent and thereafter deliver or cause to be
          delivered, from time to time, to Parent, the portion of
          the payments required to be paid by it herein that is no
          longer prohibited form paying, within five business days
          after the date on which Subject Company is no longer so
          prohibited; provided, however, that if Subject Company at
          any time is prohibited by applicable law or regulation,
          or by administrative actions or policy of a Federal or
          state financial institution supervisory agency having
          jurisdiction over it, from making the payments required
          hereunder in full, it shall (i) use its reasonable best
          efforts to obtain all required regulatory and legal
          approvals and to file any required notices as promptly as
          practicable in order to make such payments, (ii) within
          five days of the submission or receipt of any documents
          relating to any such regulatory and legal approvals,
          provide Parent with copies of the same and (iii) keep
          Parent advised of both the status of any such request for
          regulatory and legal approvals, as well as any
          discussions with any relevant regulatory or other third
          party reasonably related to the same.

               4.  Except where federal law specifically applies,
          this Agreement shall be construed and interpreted
          according to the laws of the State of Delaware without
          regard to conflicts of laws principles thereof.

               5.  This Agreement may be executed in any number of
          counterparts, each of which shall be deemed an original,
          but all of which together shall constitute one and the
          same instrument.

               6.  Nothing contained herein shall be deemed to
          authorize Subject Company or Parent to breach any
          provision of the Merger Agreement.

               Please confirm your agreement with the
          understandings set forth herein by signing and returning
          to us the enclosed copy of this Agreement.

                                   Very truly yours,

                                   FIRST INTERSTATE BANCORP

                                   By: /s/ Theodore F. Craver, Jr.
                                      _________________________
                                      Name:  Theodore F. Craver, Jr.
                                      Title: Executive Vice President and
                                               Treasurer
                                       

          Accepted and agreed to as of
          the date first above written:

          WELLS FARGO & COMPANY

          By: /s/ Rodney L. Jacobs
              __________________________
             Name:  Rodney L. Jacobs
             Title: Vice Chairman and 
                      Chief Financial Officer

EX-2

                                        January 23, 1996

          First Interstate Bancorp
          633 West 5th Street
          Los Angeles, CA  90071

          Ladies and Gentlemen:

               We refer to the Agreement and Plan of Merger (the
          "Merger Agreement") of even date herewith between First
          Interstate Bancorp ("Subject Company") and Wells Fargo &
          Company ("Parent").  Capitalized terms used but not
          defined herein shall have the meanings ascribed to them
          in the Merger Agreement. 

               In order to induce Subject Company to enter into the
          Merger Agreement, and in consideration of Subject
          Company's undertaking of efforts in furtherance of the
          transactions contemplated thereby, Parent agrees as
          follows:

               1.  Representations and Warranties.  Parent hereby
          represents and warrants to Subject Company that Parent
          has all requisite corporate power and authority to enter
          into this letter agreement (this "Agreement") and to
          perform its obligations set forth herein.  The execution,
          delivery and performance of this Agreement have been duly
          and validly authorized by all necessary corporate action
          on the part of Parent.  This Agreement has been duly
          executed and delivered by Parent.

               2.  Termination Fee.  (a) Unless a Nullifying Event
          (as such term is defined below) shall have occurred and
          be continuing at the time the Merger Agreement is
          terminated, in the event that the Merger Agreement is
          terminated pursuant to Article VIII thereof (regardless
          of whether such termination is by Parent or Subject
          Company) and prior to or concurrently with such
          termination a First Trigger Event (as such term is
          defined below) shall have occurred, Parent shall pay to
          Subject Company a cash fee of $50 million.  Such fee
          shall be payable in immediately available funds on or
          before the second business day following such termination
          of the Merger Agreement.

               (b)  In addition, unless a Nullifying Event shall
          have occurred and be continuing at the time the Merger
          Agreement is terminated, in the event that (i) the Merger
          Agreement shall have been terminated pursuant to Article
          VIII thereof, (ii) prior to or concurrently with such
          termination a First Trigger Event shall have occurred,
          and (iii) prior to, concurrently with or within 18 months
          after such termination an Acquisition Event (as such term
          is defined below) shall have occurred, Parent shall pay
          to Subject Company an additional cash fee of (i) $150
          million, less (ii) any amount paid by Parent pursuant to
          Paragraph 2(a) hereof.  Such fee shall be payable in
          immediately available funds on or before the second
          business day following the occurrence of any such
          Acquisition Event.

               (c)  As used herein, a "First Trigger Event" shall
          mean the occurrence of any of the following events:

                    (i) Parent's Board of Directors shall have
               failed to approve or recommend the Merger Agreement
               or the Merger, or shall have withdrawn or modified
               in a manner adverse to Subject Company its approval
               or recommendation of the Merger Agreement or the
               Merger, or shall have resolved or publicly announced
               an intention to do either of the foregoing;

                    (ii) Parent or any Significant Subsidiary (as
               such term is defined below), or the Board of
               Directors of Parent or a Significant Subsidiary,
               shall have recommended that the stockholders of
               Parent approve any Acquisition Proposal (as such
               term is defined below) or shall have entered into an
               agreement with respect to, or authorized, approved,
               proposed or publicly announced its intention to
               enter into, any Acquisition Proposal;

                    (iii) the Merger Agreement or the Merger shall
               not have been approved at a meeting of Parent
               stockholders which has been held for that purpose
               prior to termination of the Merger Agreement in
               accordance with its terms, if prior thereto it shall
               have been publicly announced that any person (other
               than Subject Company or any of its Subsidiaries)
               shall have made, or disclosed an intention to make,
               an Acquisition Proposal;

                    (iv) any person (together with its affiliates
               and associates) or group (as such terms are used for
               purposes of Section 13(d) of the Exchange Act)(other
               than Subject Company and its Subsidiaries) shall
               have acquired beneficial ownership (as such term is
               used for purposes of Section 13(d) of the Exchange
               Act) or the right to acquire beneficial ownership of
               50% or more of the then outstanding shares of the
               stock then entitled to vote generally in the
               election of directors of Parent or any Significant
               Subsidiary; or

                    (v) following the making of an Acquisition
               Proposal, Parent shall have breached any covenant or
               agreement contained in the Merger Agreement such
               that Subject Company would be entitled to terminate
               the Merger Agreement under Section 8.1(d) thereof
               (without regard to any grace period provided for
               therein), unless such breach is promptly cured
               without jeopardizing consummation of the Merger
               pursuant to the terms of the Merger Agreement.

               (d)  As used herein, "Acquisition Event" shall mean
          the consummation of any event described in the definition
          of "Acquisition Proposal," except that the percentage
          reference contained in clause (C) of such definition
          shall be 50% instead of 20%.

               (e)  As used herein, "Acquisition Proposal" shall
          mean any (i) publicly announced proposal, (ii) regulatory
          application or notice (whether in draft or final form),
          (iii) agreement or understanding, (iv) disclosure of an
          intention to make a proposal, or (v) amendment to any of
          the foregoing, made or filed on or after the date hereof,
          in each case with respect to any of the following
          transactions with a counterparty other than Subject
          Company or any of its Subsidiaries: (A) a merger or
          consolidation, or any similar transaction, involving
          Parent or any Significant Subsidiary (other than mergers,
          consolidations, or any similar transactions involving
          solely Parent and/or one or more wholly owned
          Subsidiaries of Parent and other than a merger or
          consolidation as to which the common shareholders of
          Parent immediately prior thereto in the aggregate own at
          least 70% of the common stock of the publicly held
          surviving or successor corporation (or any publicly held
          ultimate parent company thereof) immediately following
          consummation thereof); (B) a purchase, lease or other
          acquisition of all or substantially all of the assets or
          deposits of Parent or any Significant Subsidiary; or (C)
          a purchase or other acquisition (including by way of
          merger, consolidation, share exchange or otherwise) of
          securities representing 20% or more of the voting power
          of Parent or any Significant Subsidiary.

               (f) As used herein, "Nullifying Event" shall mean
          (I) any of the following events occurring and continuing
          at a time when Parent is not in material breach of any of
          its covenants or agreements contained in the Merger
          Agreement: (i) Subject Company shall be in breach of any
          of its covenants or agreements contained in the Merger
          Agreement such that Parent shall be entitled to terminate
          the Merger Agreement pursuant to Section 8.1(d) thereof
          (without regard to any grace period provided for
          therein), (ii) the stockholders of Subject Company shall
          have voted and failed to approve the adoption of the
          agreement of merger (within the meaning of Section 251 of
          the DGCL) contained in the Merger Agreement at a meeting
          of such stockholders which has been held for that purpose
          or at any adjournment or postponement thereof (unless the
          Merger Agreement shall not have been approved at a
          meeting of Parent stockholders which was held on or prior
          to such date for the purpose of voting with respect to
          the Merger Agreement) or (iii) the Board of Directors of
          Subject Company shall have failed to approve or recommend
          that the stockholders of Subject Company approve the
          adoption of the agreement of merger (within the meaning
          of Section 251 of the DGCL) contained in the Merger
          Agreement or shall have withdrawn, modified or changed in
          any manner adverse to Parent its approval or
          recommendation that the stockholders of Subject Company
          approve the adoption of the agreement of merger (within
          the meaning of Section 251 of the DGCL) contained in the
          Merger Agreement or shall have resolved or publicly
          announced its intention to do any of the foregoing, or
          (II) the termination of the Merger Agreement pursuant to
          Section 8.1(g) thereof.

               (g)  As used herein, "Significant Subsidiary" shall
          mean a "significant subsidiary," as defined in Rule 1-02
          of Regulation S-X promulgated by the Securities and
          Exchange Commission, of Parent.

               3.  To the extent that Parent is prohibited by
          applicable law or regulation, or by administrative
          actions or policy of a Federal or state financial
          institution supervisory agency having jurisdiction over
          it, from making the payments required to be paid by
          Parent herein in full, it shall immediately so notify
          Subject Company and thereafter deliver or cause to be
          delivered, from time to time, to Subject Company, the
          portion of the payments required to be paid by it herein
          that is no longer prohibited form paying, within five
          business days after the date on which Parent is no longer
          so prohibited; provided, however, that if Parent at any
          time is prohibited by applicable law or regulation, or by
          administrative actions or policy of a Federal or state
          financial institution supervisory agency having
          jurisdiction over it, from making the payments required
          hereunder in full, it shall (i) use its reasonable best
          efforts to obtain all required regulatory and legal
          approvals and to file any required notices as promptly as
          practicable in order to make such payments, (ii) within
          five days of the submission or receipt of any documents
          relating to any such regulatory and legal approvals,
          provide Subject Company with copies of the same and (iii)
          keep Subject Company advised of both the status of any
          such request for regulatory and legal approvals, as well
          as any discussions with any relevant regulatory or other
          third party reasonably related to the same.

               4.  Except where federal law specifically applies,
          this Agreement shall be construed and interpreted
          according to the laws of the State of Delaware without
          regard to conflicts of laws principles thereof.

               5.  This Agreement may be executed in any number of
          counterparts, each of which shall be deemed an original,
          but all of which together shall constitute one and the
          same instrument.

               6.  Nothing contained herein shall be deemed to
          authorize Subject Company or Parent to breach any
          provision of the Merger Agreement.

               Please confirm your agreement with the
          understandings set forth herein by signing and returning
          to us the enclosed copy of this Agreement.

                                   Very truly yours,

                                   WELLS FARGO & COMPANY

                                   By: /s/ Rodney L. Jacobs
                                      ________________________
                                      Name:  Rodney L. Jacobs
                                      Title: Vice Chairman and
                                               Chief Financial Officer 
                                       

          Accepted and agreed to as of
          the date first above written:

          FIRST INTERSTATE BANCORP

          By: /s/ Theodore F. Craver, Jr.
             ____________________________
             Name:  Theodore F. Craver, Jr.
             Title: Executive Vice President
                      and Treasurer

EX-2

                                  AGREEMENT

                    AGREEMENT (this "Agreement") dated January 23,
          1996 among FIRST BANK SYSTEM, INC., a Delaware
          corporation ("FBS"), ELEVEN ACQUISITION CORP., a Delaware
          corporation and an indirect wholly-owned subsidiary of
          FBS ("Acquisition"), FIRST INTERSTATE BANCORP, a Delaware
          corporation ("FI"), and WELLS FARGO & COMPANY, a Delaware
          corporation ("Wells").

                    WHEREAS, FBS, Acquisition and FI entered into
          an Agreement and Plan of Merger dated as of November 5,
          1995 (the "Merger Agreement") providing, upon the terms
          and subject to the conditions contained in the Merger
          Agreement, for Acquisition to be merged with and into FI
          (the "Merger");

                    WHEREAS, in connection with the Merger
          Agreement, FI and FBS entered into a Stock Option
          Agreement dated as of November 5, 1995 (the "FI Option
          Agreement") pursuant to which FI granted to FBS an
          irrevocable option (the "FI Stock Option") to purchase
          shares of FI Common Stock;

                    WHEREAS, in connection with the Merger
          Agreement, FI and FBS entered into a Letter Agreement
          dated November 5, 1995 (the "FI Fee Agreement") pursuant
          to which FI agreed to pay FBS certain amounts under
          certain circumstances;

                    WHEREAS, concurrently with the execution and
          delivery of this Agreement FI is terminating the Merger
          Agreement pursuant to Section 8.1(f) thereof and entering
          into an agreement and plan of merger with Wells (the
          "Wells Merger Agreement"); and

                    WHEREAS, certain litigation is pending between
          the parties hereto;

                    NOW THEREFORE, in consideration of the
          foregoing and the mutual agreements herein set forth, the
          parties do hereby agree as follows:

                    1.   Payments by FI to FBS.  (a) FI irrevocably
          and unconditionally agrees to pay FBS as early as
          practicable on January 24, 1996, by wire transfer in
          immediately available funds, $125,000,000;

                    (b)  Upon the occurrence of an Acquisition
          Event (as defined in the FI Fee Agreement), FI
          irrevocably and unconditionally agrees to pay FBS, on the
          date of such occurrence, by wire transfer in immediately
          available funds, $75,000,000; and

                    (c)  The payment pursuant to Section 1(a) of
          this Agreement shall be in full satisfaction of FI s
          obligations under the FI Option Agreement and, to the
          extent provided in the Releases (as hereinafter defined),
          in satisfaction of any claims that FBS may have against
          FI and any other releasee for breach of the Merger
          Agreement and any claims that FBS may have against Wells
          for tortious interference with the contractual or
          prospective economic advantage resulting from the Merger
          Agreement, and the payments pursuant to Sections 1(a) and
          1(b) of this Agreement shall be in full satisfaction of
          FI s obligations under the FI Fee Agreement.

                    2.   Termination of Merger Agreement and Parent
          Agreements.  FBS, FI and Acquisition agree that the
          Merger Agreement is hereby terminated by FI in accordance
          with Section 8.1(f) thereof.  FBS and FI further agree
          that the Parent Fee Letter and the Parent Option
          Agreement (as such terms are defined in the Merger
          Agreement) are terminated and rendered null and void
          effective immediately. 

                    3.   Termination of FI Option Agreement and FI
          Fee Agreement. FBS and FI agree that (i) FBS shall have
          no further rights under the FI Option Agreement and such
          agreement shall be terminated and rendered null and void
          effective immediately upon full and timely payment to FBS
          of the amount referred to in Section 1(a) and (ii) FBS
          shall have no further rights under the FI Fee Agreement
          immediately upon full and timely payment to FBS of the
          amounts referred to in Sections 1(a) and 1(b) hereof. 
          FBS and FI further agree that the FI Fee Agreement shall
          remain in full force and effect until the timely payment
          to FBS of the amount referred to in Section 1(b) hereof,
          provided, however, that FBS agrees not to seek any
          amounts under the FI Fee Agreement unless and until the
          Wells Merger Agreement is terminated without consummation
          of an Acquisition Event involving Wells.  FBS and FI
          further agree that if the Wells Merger Agreement is
          terminated after payment of the amount referred to in
          Section 1(a) and prior to the payment to FBS of the
          amount referred to in Section 1(b) hereof, $25 million of
          the amount paid to FBS pursuant to Section 1(a) hereof
          shall constitute payment pursuant to Section 2(a) of the
          FI Fee Agreement.

                    4.   Release; Withdrawal of Litigation,
          Regulatory Filings and Protests.  Each of FBS,
          Acquisition, Wells and FI shall execute releases
          immediately upon execution of this Agreement,
          substantially in the form attached hereto as Exhibits A,
          B, C and D, as applicable (collectively the "Releases"). 
          Each party hereto shall take all steps necessary promptly
          to withdraw or otherwise finally terminate with
          prejudice, without costs imposed on any party, all
          litigation initiated by such party and to which the
          Releases relate, including without limitation the cases
          set forth on Schedule 4.  In addition, each party hereto
          will promptly withdraw any protest or opposition which it
          has filed with the Board of Governors of the Federal
          Reserve System or any other bank regulatory agency
          concerning any application filed by any other party
          hereto with any such agency.  FBS further agrees that it
          shall promptly following the execution of this Agreement
          (i) withdraw its application filed with the Federal
          Reserve Bank of Minneapolis on November 10, 1995 for
          approval from the Federal Reserve Board of the Merger and
          the transactions contemplated thereby and all
          applications and/or notices filed with state regulatory
          authorities in connection with the Merger and (ii)
          withdraw or amend to be inapplicable to any merger
          between FBS and FI or any acquisition by FBS of FI its
          Registration Statement on Form S-4 (File No. 33-64447)
          filed on November 21, 1995 with the Securities and
          Exchange Commission, as amended by Amendment No. 1
          thereto dated December 29, 1995.

                    5.   Effect of Termination; Confidentiality. 
          (a)  FBS, Acquisition and FI agree that notwithstanding
          clause (ii) of Section 8.2 of the Merger Agreement, none
          of FBS, Acquisition or FI shall have any liabilities for
          any breach or alleged breach of the Merger Agreement,
          including any willful breach.  As provided in clause (i)
          of said Section 8.2, Sections 6.2(b), 8.2 and 9.3 of the
          Merger Agreement and the Confidentiality Agreement (as
          defined in said Section 6.2(b)) shall survive the
          termination of the Merger Agreement.  Wells hereby agrees
          to be bound by the confidentiality undertakings and
          agreements of the Confidentiality Agreement, insofar as
          the Confidentiality Agreement relates to information
          supplied by FBS or its representatives to FI that becomes
          available to Wells, to the same extent as FI is so
          obligated pursuant thereto.

                         (b)  Each of FBS and FI shall, as promptly
          as practicable after the execution of this Agreement, (i)
          return to the other party or destroy all Evaluation
          Material (as such term is defined in the Confidentiality
          Agreement with respect to such party) in accordance with
          the terms of the Confidentiality Agreement, and (ii)
          jointly instruct Andersen Consulting ("Andersen") (A) not
          to issue its report with respect to technology
          integration as provided for in its letter agreement with
          FBS and FI (the "Andersen Agreement") and (B) to return
          to FBS or FI (as applicable) as promptly as practicable
          the information provided by such party to Andersen in
          connection with the preparation of such report and to
          destroy all materials derived from or containing such
          information.  Each of FBS and FI shall bear one-half of
          the fees and expenses of Andersen payable under the
          Andersen Agreement.

                    6.   Indemnification.  Wells hereby agrees to
          indemnify and hold harmless FBS and Acquisition and their
          respective officers, directors, employees, agents and
          advisors (the "FBS Parties") against any and all
          liabilities, judgments, settlements, costs, reasonable
          expenses (including legal fees) (collectively, "Losses")
          arising out of or in connection with any claims
          (including, but not limited to, claims that have been or
          could have been asserted in actions pending prior to the
          date hereof) by or on behalf of any FI securityholders
          (or by any such securityholders on behalf or purportedly
          on behalf of FI), arising out of or in connection with
          the Merger Agreement, the FI Option Agreement, the FI Fee
          Agreement, this Agreement or the transactions
          contemplated thereby and hereby but, to the extent such
          Losses arise out of acts or omissions of FBS, only to the
          extent that such acts or omissions shall have been taken
          prior to the date hereof or are contemplated by this
          Agreement.  FBS hereby agrees that it will, and will
          cause its affiliates to, cooperate with Wells in
          connection with any litigation or claims for which
          indemnification is sought pursuant to the preceding
          sentence.  FBS and Acquisition further agree that they
          will not settle any such litigation without the prior
          written consent of Wells, which consent will not be
          unreasonably withheld.  Wells also agrees to indemnify
          the FBS Parties against all reasonable legal fees or
          other expenses incurred in enforcing this Agreement.  In
          addition, FI agrees promptly to reimburse FBS for legal
          expenses (not to exceed $225,000) incurred in connection
          with any such securityholder litigation prior to the date
          hereof.

                    7.   Waiver of Jury Trial.  TO THE FULLEST
          EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
          HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT
          ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE),
          ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
          ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
          OUT OF OR BASED UPON THIS AGREEMENT, OR THE SUBJECT
          MATTER HEREOF IN EACH CASE WHETHER NOW EXISTING OR
          HEREAFTER ARISING OR WHETHER IN CONTRACT, TORT, EQUITY OR
          OTHERWISE.

                    8.   Validity; Due Authorization.  Each party
          hereto represents and warrants to the others that it is
          duly authorized to execute and deliver this Agreement and
          the relevant Release, that no further corporate
          authorizations (including shareholder approvals or
          approval under Section 203 of the Delaware General
          Corporation Law) are required for such party s execution,
          delivery and performance of this Agreement and the
          relevant Release, and that this Agreement and such
          Release is a valid and binding obligation of such party.

                    9.   Specific Performance.  The parties hereto
          acknowledge that damages would be an inadequate remedy
          for any breach of the provisions of this Agreement and
          agree that the obligations of the parties hereunder shall
          be specifically enforceable and no party shall take any
          action to impede the others from seeking to enforce such
          rights of specific performance.

                    10.  Notices.  All notices, requests, claims,
          demands and other communications hereunder shall be
          effective upon receipt, shall be in writing and shall be
          delivered in person, by cable, telegram or telex, or by
          facsimile transmission as follows: (i) if to Wells,
          addressed to Wells Fargo & Co., 420 Montgomery Street,
          San Francisco, CA 94163 (Att: General Counsel) with a
          copy to Sullivan & Cromwell, 125 Broad Street, New York,
          New York 10004 (Att:  H. Rodgin Cohen, Esq.), (ii) if to
          FBS or Acquisition, addressed to First Bank System, Inc.,
          601 Second Avenue South, Minneapolis, Minnesota 55402
          (Att: General Counsel) with a copy to Cleary, Gottlieb,
          Steen & Hamilton, One Liberty Plaza, New York, New York
          10006 (Att: Victor I. Lewkow, Esq.), (iii) if to FI,
          addressed to First Interstate Bancorp, 633 West Fifth
          Street, Los Angeles, CA 90071 (Att: General Counsel) with
          a copy to Skadden, Arps, Meagher & Flom, 919 Third
          Avenue, New York, New York 10022 (Att: Fred B. White,
          III, Esq.) or (iv) or to such other address as any party
          may have furnished to the others in writing in accordance
          herewith.

                    11.  Governing Law and Venue.  This Agreement
          shall be governed by, and construed in accordance with,
          the laws of the State of New York, without giving effect
          to the principles of conflict of laws thereof.  Any suit
          brought hereon and any and all legal proceedings to
          enforce this Agreement, whether in contract, tort, equity
          or otherwise, shall be brought in the Court of Chancery
          of the State of Delaware to the extent such court has
          subject matter jurisdiction of such suit, and otherwise
          in the Superior Court of the State of Delaware, the
          parties hereto hereby waiving any claim or defense that
          such forum is not convenient or proper.  Each party
          hereby agrees that such court shall have in personam
          jurisdiction over it, consents to service of process in
          any manner prescribed in Section 10 hereof or in any
          other manner authorized by Delaware law, and agrees that
          a final judgment in any such action or proceeding, no
          longer subject to any appeal, shall be conclusive.

                    12.  Counterparts.  This Agreement may be
          executed in several counterparts, each of which shall be
          an original, but all of which together shall constitute
          one and the same agreement.

                    13.  Effect of Headings.  The section headings
          herein are for convenience only and shall not affect the
          construction hereof.

                    14.  Amendment; Waiver.  No amendment or waiver
          of any provision of this Agreement or consent to
          departure therefrom shall be effective unless in writing
          and signed by the parties hereto affected thereby, in the
          case of an amendment, or by the party which is the
          beneficiary of any such provision, in the case of a
          waiver or a consent to departure therefrom.

                    IN WITNESS WHEREOF, this Agreement has been
          duly executed by the parties hereto all as of the day and
          year first above written.

          FIRST BANK SYSTEM, INC.       FIRST INTERSTATE BANCORP

          By: /s/ Lee R. Mitau          By: /s/Theodore F. Craver, Jr.
             Name:  Lee R. Mitau           Name:  Theodore F. Craver, Jr.
             Title: Executive Vice         Title:  Executive Vice President
                    President, General             & Treasurer
                    Counsel & Secretary

          ELEVEN ACQUISITION CORP.           WELLS FARGO & COMPANY

          By: /s/ Lee R. Mitau               By: /s/ Guy Rounsaville, Jr.  
             Name:  Lee R. Mitau                Name:  Guy Rounsaville, Jr.
             Title: Executive Vice Pres-        Title: General Counsel
                    ident & Secretary


          Schedule 4

          1.   Wells Fargo & Company v. First Interstate Bancorp,
               First Bank System, Inc., Eleven Acquisition Corp.,
               John E. Bryson, Edward M. Carson, Jewel Plummer
               Cobb, Ralph P. Davison, Myran Du Bain, Don C.
               Frisbee, George M. Keller, Thomas L. Lee, William F.
               Miller, William S. Randall, Stephen B. Sample,
               Forrest N. Shumway, William E. B. Siart, Richard J.
               Stegemier, and Daniel M. Tellep, C.A. No. 14696,
               filed November 13, 1995, in the Court of Chancery of
               the State of Delaware in and for New Castle County.

          2.   First Bank System, Inc. and Eleven Acquisition Corp.
               v. Wells Fargo & Company, C.A. No. 95-787, filed
               December 14, 1995 in the United States District
               Court for the District of Delaware, counterclaims
               filed by Wells Fargo & Company on December 22, 1995.

          3.   First Interstate Bancorp v. Wells Fargo & Company,
               Paul Hazen, H. Jesse Arnelle, William R. Breuner,
               William S. Davila, Rayburn S. Dezember, Robert K.
               Jaedicke, Ellen M. Newman, Philip J. Quigley, Carl
               E. Reichardt, Donald B. Rice, Susan G. Swenson,
               Chang-Lin Tien, John A. Young and William F. Zuendt,
               C.A. No. 95-800, filed December 18, 1995 in the
               United States District Court for the District of
               Delaware, counterclaims filed by Wells Fargo &
               Company on December 22, 1995.

          4.   First Bank System, Inc. and Eleven Acquisition Corp.
               v. Wells Fargo & Company, Case No. BC 142972, filed
               January 22, 1996 in the Superior Court for the State
               of California for the County of Los Angeles.


                                                          EXHIBIT A
          LIMITED RELEASE

                    First Bank System, Inc. and Eleven Acquisition
          Corp. ("RELEASORS"), for valuable consideration,
          including the release of even date executed by Wells
          Fargo & Company in favor of RELEASORS, the receipt of
          which is hereby acknowledged, release and discharge Wells
          Fargo & Company, its subsidiaries and affiliates and
          their present and former directors, officers,
          stockholders, employees, agents, attorneys, successors
          and assigns (collectively, with Wells Fargo & Company,
          "RELEASEES") from all actions, accounts, agreements,
          bonds, bills, causes of action, claims, covenants,
          contracts, controversies, damages, demands, debts, dues,
          extents, expenses, executions, judgments, liabilities,
          obligations, promises, predicate acts, reckonings,
          specialties, suits, sums of money, trespasses and
          variances whatsoever, in law, equity or otherwise, known
          or unknown ("CLAIMS"), which against the RELEASEES or any
          of them, the RELEASORS, their successors, affiliates and
          assigns, or anyone claiming through or under any of them,
          ever had or now have, or may hereafter have or acquire,
          based upon, related to, arising from, or connected in any
          way with any of the Agreement and Plan of Merger dated as
          of November 5, 1995 among First Bank System, Inc., Eleven
          Acquisition Corp., and First Interstate Bancorp, the
          related Termination Fee Agreements, Stock Option
          Agreements, Confidentiality Agreement (as that term is
          defined in the Merger Agreement) and other related
          agreements, the transactions contemplated thereby, the
          Exchange Offer, Proxy Solicitation and Consent
          Solicitation announced by Wells Fargo & Company on
          November 13, 1995, the transactions contemplated thereby,
          and the acquisition of First Interstate Bancorp by Wells
          Fargo & Company, including without limitation all CLAIMS
          that were or could have been asserted in the actions
          captioned Wells Fargo & Company v. First Interstate
          Bancorp, et al., No. 14696 (Delaware Court of Chancery),
          First Bank System, Inc. et ano. v. Wells Fargo & Company,
          No. 95-787 (United States District Court for the District
          of Delaware), First Interstate Bancorp v. Wells Fargo &
          Company et al., No. 95-800 (United States District Court
          for the District of Delaware), First Bank System, Inc.,
          et ano. v. Wells Fargo & Company (California Superior
          Court, County of Los Angeles), No. BC142972, James T.
          Williamson, et al. v. First Interstate Bancorp, et al. ,
          No. 95-810 (United States District Court for the District
          of Delaware), In re First Interstate Bancorp Shareholder
          Litigation, No. 14623 (Delaware Court of Chancery),
          Howard Kaplin, derivatively on behalf of First Interstate
          Bancorp, Inc. v. John E. Bryson, et al., No. 95-7954
          (United States District Court for the Central District of
          California), Timothy W. Bradley, on behalf of himself and
          others similarly situated v. William E.B. Siart, et al.,
          No. 95-8047 (United States District Court for the Central
          District of California), Timothy W. Bradley, on behalf of
          himself and others similarly situated v. William E.B.
          Siart, et al., No. BC139665, (California Superior Court,
          County of Los Angeles), other than any CLAIMS arising
          with respect to any breach that occurs on or after the
          date hereof of the Confidentiality Agreement, the
          Agreement of even date executed by First Bank System,
          Inc., Eleven Acquisition Corp., First Interstate Bancorp,
          and Wells Fargo & Company, or Sections 6.2(b), 8.2 or 9.3
          of the Merger Agreement.

                    To ensure that this RELEASE is enforced in
          accordance with its terms, the RELEASORS and the
          RELEASEES hereby acknowledge that each of them is
          familiar with section 1542 of the Civil Code of
          California and knowingly and voluntarily waives any
          rights or protections afforded by that Section, which
          provides as follows:

               A general release does not extend to claims which
               the creditor does not know or suspect to exist in
               his favor at the time of executing the release,
               which if known by him must have materially affected
               his settlement with the debtor.

                    The RELEASORS and the RELEASEES also knowingly
          and voluntarily waive all rights and benefits they may
          have under comparable or similar statutes and principles
          of common law of any and all states of the United States
          or of the United States.

                    This RELEASE is governed by and shall be
          construed and interpreted in accordance with the laws of
          the State of New York.

                    This RELEASE may not be modified or amended
          except by an instrument in writing signed by the
          RELEASORS and the RELEASEES.

                    IN WITNESS WHEREOF, the RELEASORS have executed
          this RELEASE on the 23rd day of January, 1996.

          FIRST BANK SYSTEM, INC.            ELEVEN ACQUISITION CORP.

          By: /s/ Lee R. Mitau               By: /s/ Lee R. Mitau          

          Name:  Lee R. Mitau                Name:  Lee R. Mitau

          Title: Executive Vice Pres-        Title: Executive Vice Pres-    
                 ident, General Counsel             ident & Secretary
                 & Secretary


          STATE OF MINNESOTA  )
                              )
          COUNTY OF HENNEPIN  )

                    On January 23, 1996 before me personally came
                           , to me known, who, being by me duly
          sworn, did depose and state that he is the            
                of First Bank System, Inc. and the            
                of Eleven Acquisition Corp., the entities described
          in and that executed the foregoing RELEASE and that he is
          duly authorized by the Boards of Directors of First Bank
          System, Inc. and Eleven Acquisition Corp. to execute said
          RELEASE on behalf of First Bank System, Inc. and Eleven
          Acquisition Corp.

                                                                   
                                        Notary Public


                                                          EXHIBIT B

                               LIMITED RELEASE

                    First Bank System, Inc. and Eleven Acquisition
          Corp. ("RELEASORS"), for valuable consideration,
          including the release of even date executed by First
          Interstate Bancorp in favor of RELEASORS, the receipt of
          which is hereby acknowledged, release and discharge First
          Interstate Bancorp, its subsidiaries and affiliates and
          their present and former directors, officers,
          stockholders, employees, agents, attorneys, successors
          and assigns (collectively, with First Interstate Bancorp,
          "RELEASEES") from all actions, accounts, agreements,
          bonds, bills, causes of action, claims, covenants,
          contracts, controversies, damages, demands, debts, dues,
          extents, expenses, executions, judgments, liabilities,
          obligations, promises, predicate acts, reckonings,
          specialties, suits, sums of money, trespasses and
          variances whatsoever, in law, equity or otherwise, known
          or unknown ("CLAIMS"), which against the RELEASEES or any
          of them, the RELEASORS, their successors, affiliates and
          assigns, or anyone claiming through or under any of them,
          ever had or now have, or may hereafter have or acquire,
          based upon, related to, arising from, or connected in any
          way with any of the Agreement and Plan of Merger dated as
          of November 5, 1995 among First Bank System, Inc., Eleven
          Acquisition Corp., and First Interstate Bancorp, the
          related Termination Fee Agreements, Stock Option
          Agreements, Confidentiality Agreement (as that term is
          defined in the Merger Agreement) and other related
          agreements, the transactions contemplated thereby, the
          Exchange Offer, Proxy Solicitation and Consent
          Solicitation announced by Wells Fargo & Company on
          November 13, 1995, the transactions contemplated thereby,
          and the acquisition of First Interstate Bancorp by Wells
          Fargo & Company, including without limitation all CLAIMS
          that were or could have been asserted in the actions
          captioned Wells Fargo & Company v. First Interstate
          Bancorp, et al., No. 14696 (Delaware Court of Chancery),
          First Bank System, Inc. et ano. v. Wells Fargo & Company,
          No. 95-787 (United States District Court for the District
          of Delaware), First Interstate Bancorp v. Wells Fargo &
          Company et al., No. 95-800 (United States District Court
          for the District of Delaware), First Bank System, Inc.,
          et ano. v. Wells Fargo & Company (California Superior
          Court, County of Los Angeles) No. BC142972, James T.
          Williamson, et al. v. First Interstate Bancorp, et al.,
          No. 95-810 (United States District Court for the District
          of Delaware), In re First Interstate Bancorp Shareholder
          Litigation, No. 14623 (Delaware Court of Chancery),
          Howard Kaplin, derivatively on behalf of First Interstate
          Bancorp, Inc. v. John E. Bryson, et al., No. 95-7954
          (United States District Court for the Central District of
          California), Timothy W. Bradley, on behalf of himself and
          others similarly situated v. William E.B. Siart, et al.,
          No. 95-8047 (United States District Court for the Central
          District of California), Timothy W. Bradley, on behalf of
          himself and others similarly situated v. William E.B.
          Siart, et al., No. BC139665, (California Superior Court,
          County of Los Angeles), other than any CLAIMS arising
          with respect to any breach that occurs on or after the
          date hereof of the Confidentiality Agreement, the
          Agreement of even date executed by First Bank System,
          Inc., Eleven Acquisition Corp., First Interstate Bancorp,
          and Wells Fargo & Company, or Sections 6.2(b), 8.2 or 9.3
          of the Merger Agreement.

                    To ensure that this RELEASE is enforced in
          accordance with its terms, the RELEASORS and the
          RELEASEES hereby acknowledge that each of them is
          familiar with section 1542 of the Civil Code of
          California and knowingly and voluntarily waives any
          rights or protections afforded by that Section, which
          provides as follows:

                    A general release does not extend to claims
                    which the creditor does not know or suspect to
                    exist in his favor at the time of executing the
                    release, which if known by him must have
                    materially affected his settlement with the
                    debtor.

                    The RELEASORS and the RELEASEES also knowingly
          and voluntarily waive all rights and benefits they may
          have under comparable or similar statutes and principles
          of common law of any and all states of the United States
          or of the United States.

                    This RELEASE is governed by and shall be
          construed and interpreted in accordance with the laws of
          the State of New York.

                    This RELEASE may not be modified or amended
          except by an instrument in writing signed by the
          RELEASORS and the RELEASEES.

                    IN WITNESS WHEREOF, the RELEASORS have executed
          this RELEASE on the 23rd day of January, 1996.

          FIRST BANK SYSTEM, INC.            ELEVEN ACQUISITION CORP.

          By: /s/ Lee R. Mitau               By: /s/ Lee R. Mitau          

          Name:  Lee R. Mitau                Name:  Lee R. Mitau

          Title: Executive Vice Pres-        Title: Executive Vice Pres-    
                 ident, General Counsel             ident & Secretary
                 & Secretary


          STATE OF MINNESOTA  )
                              )
          COUNTY OF HENNEPIN  )

                    On January 23, 1996 before me personally came
                           , to me known, who, being by me duly
          sworn, did depose and state that he is the            
                of First Bank System, Inc. and the            
                of Eleven Acquisition Corp., the entities described
          in and that executed the foregoing RELEASE and that he is
          duly authorized by the Boards of Directors of First Bank
          System, Inc. and Eleven Acquisition Corp. to execute said
          RELEASE on behalf of First Bank System, Inc. and Eleven
          Acquisition Corp.

                                                                   
                                        Notary Public


                                                          EXHIBIT C

          LIMITED RELEASE

                    Wells Fargo & Company ("RELEASOR"), for
          valuable consideration, including the release of even
          date executed by First Bank System, Inc. and Eleven
          Acquisition Corp. in favor of RELEASOR, the receipt of
          which is hereby acknowledged, releases and discharges
          First Bank System, Inc., its subsidiaries and affiliates
          (including without limitation Eleven Acquisition Corp.)
          and their present and former directors, officers,
          stockholders, employees, agents, attorneys, successors
          and assigns (collectively, with First Bank System, Inc.,
          "RELEASEES") from all actions, accounts, agreements,
          bonds, bills, causes of action, claims, covenants,
          contracts, controversies, damages, demands, debts, dues,
          extents, expenses, executions, judgments, liabilities,
          obligations, promises, predicate acts, reckonings,
          specialties, suits, sums of money, trespasses and
          variances whatsoever, in law, equity or otherwise, known
          or unknown ("CLAIMS"), which against the RELEASEES or any
          of them, the RELEASOR, its successors, affiliates and
          assigns, or anyone claiming through or under any of them,
          ever had or now has, or may hereafter have or acquire,
          based upon, related to, arising from, or connected in any
          way with any of the Agreement and Plan of Merger dated as
          of November 5, 1995 among First Bank System, Inc., Eleven
          Acquisition Corp., and First Interstate Bancorp, ("Merger
          Agreement"), the related Termination Fee Agreements,
          Stock Option Agreements, Confidentiality Agreement (as
          that term is defined in the Merger Agreement) and other
          related agreements, the transactions contemplated
          thereby, the Exchange Offer, Proxy Solicitation and
          Consent Solicitation announced by Wells Fargo & Company
          on November 13, 1995, the transactions contemplated
          thereby, and the acquisition of First Interstate Bancorp
          by Wells Fargo & Company, including without limitation
          all CLAIMS that were or could have been asserted in the
          actions captioned Wells Fargo & Company v. First
          Interstate Bancorp, et al., No. 14696 (Delaware Court of
          Chancery), First Bank System, Inc. et ano. v. Wells Fargo
          & Company, No. 95-787 (United States District Court for
          the District of Delaware), First Interstate Bancorp v.
          Wells Fargo & Company et al., No. 95-800 (United States
          District Court for the District of Delaware), First Bank
          System, Inc., et ano. v. Wells Fargo & Company
          (California Superior Court, County of Los Angeles) No.
          BC142972, James T. Williamson, et al. v. First Interstate
          Bancorp, et al., No. 95-810 (United States District Court
          for the District of Delaware), In re First Interstate
          Bancorp Shareholder Litigation, No. 14623 (Delaware Court
          of Chancery), Howard Kaplin, derivatively on behalf of
          First Interstate Bancorp, Inc. v. John E. Bryson, et al.,
          No. 95-7954 (United States District Court for the Central
          District of California), Timothy W. Bradley, on behalf of
          himself and others similarly situated v. William E.B.
          Siart, et al., No. 95-8047 (United States District Court
          for the Central District of California), Timothy W.
          Bradley, on behalf of himself and others similarly
          situated v. William E.B. Siart, et al., No. BC139665,
          (California Superior Court, County of Los Angeles), other
          than any CLAIMS arising with respect to any breach that
          occurs on or after the date hereof of the Confidentiality
          Agreement, the Agreement of even date executed by First
          Bank System, Inc., Eleven Acquisition Corp., First
          Interstate Bancorp, and Wells Fargo & Company, or of
          Sections 6.2(b), 8.2 or 9.3 of the Merger Agreement.

                    To ensure that this RELEASE is enforced in
          accordance with its terms, the RELEASOR and the RELEASEES
          hereby acknowledge that each of them is familiar with
          section 1542 of the Civil Code of California and
          knowingly and voluntarily waives any rights or
          protections afforded by that Section, which provides as
          follows:

                    A general release does not extend to claims
                    which the creditor does not know or suspect to
                    exist in his favor at the time of executing the
                    release, which if known by him must have
                    materially affected his settlement with the
                    debtor.

                    The RELEASOR and the RELEASEES also knowingly
          and voluntarily waive all rights and benefits they may
          have under comparable or similar statutes and principles
          of common law of any and all states of the United States
          or of the United States.

                    This RELEASE is governed by and shall be
          construed and interpreted in accordance with the laws of
          the State of New York.

                    This RELEASE may not be modified or amended
          except by an instrument in writing signed by the RELEASOR
          and the RELEASEES.

                    IN WITNESS WHEREOF, the RELEASOR has executed
          this RELEASE on the 23rd day of January, 1996.

                                        WELLS FARGO & COMPANY

                                        By: /s/ Guy Rounsaville, Jr.   
                                          Name:  Guy Rounsaville, Jr.
                                          Title: General Counsel


          STATE OF CALIFORNIA     )
                                  )
          COUNTY OF CONTRA COSTA  )

                    On January 23, 1996 before me personally came
          Guy Rounsaville, to me known, who, being by me duly
          sworn, did depose and state that he is the General
          Counsel of Wells Fargo & Company, the entity described in
          and that executed the foregoing RELEASE and that he is
          duly authorized by the Board of Directors of Wells Fargo
          & Company to execute said RELEASE on behalf of Wells
          Fargo & Company.

                                        /s/ C. Peregoy             
                                        Notary Public


                                                          EXHIBIT D

          LIMITED RELEASE

                    First Interstate Bancorp  ("RELEASOR"), for
          valuable consideration, including the release of even
          date executed by First Bank System, Inc. and Eleven
          Acquisition Corp. in favor of RELEASOR, the receipt of
          which is hereby acknowledged, releases and discharges
          First Bank System, Inc., its subsidiaries and affiliates
          (including without limitation Eleven Acquisition Corp.)
          and their present and former directors, officers,
          stockholders, employees, agents, attorneys, successors
          and assigns (collectively, with First Bank System, Inc.,
          "RELEASEES") from all actions, accounts, agreements,
          bonds, bills, causes of action, claims, covenants,
          contracts, controversies, damages, demands, debts, dues,
          extents, expenses, executions, judgments, liabilities,
          obligations, promises, predicate acts, reckonings,
          specialties, suits, sums of money, trespasses and
          variances whatsoever, in law, equity or otherwise, known
          or unknown ("CLAIMS"), which against the RELEASEES or any
          of them, the RELEASOR, its successors, affiliates and
          assigns, or anyone claiming through or under any of them,
          ever had or now has, or may hereafter have or acquire,
          based upon, related to, arising from, or connected in any
          way with any of the Agreement and Plan of Merger dated as
          of November 5, 1995 among First Bank System, Inc., Eleven
          Acquisition Corp., and First Interstate Bancorp, the
          related Termination Fee Agreements, Stock Option
          Agreements, Confidentiality Agreement (as that term is
          defined in the Merger Agreement) and other related
          agreements, the transactions contemplated thereby, the
          Exchange Offer, Proxy Solicitation and Consent
          Solicitation announced by Wells Fargo & Company on
          November 13, 1995, the transactions contemplated thereby,
          and the acquisition of First Interstate Bancorp by Wells
          Fargo & Company, including without limitation all CLAIMS
          that were or could have been asserted in the actions
          captioned Wells Fargo & Company v. First Interstate
          Bancorp, et al., No. 14696 (Delaware Court of Chancery),
          First Bank System, Inc. et ano. v. Wells Fargo & Company,
          No. 95-787 (United States District Court for the District
          of Delaware), First Interstate Bancorp v. Wells Fargo &
          Company et al., No. 95-800 (United States District Court
          for the District of Delaware), First Bank System, Inc.,
          et ano. v. Wells Fargo & Company (California Superior
          Court, County of Los Angeles) No. BC142972, James T.
          Williamson, et al. v. First Interstate Bancorp, et al.,
          No. 95-810 (United States District Court for the District
          of Delaware), In re First Interstate Bancorp Shareholder
          Litigation, No. 14623 (Delaware Court of Chancery),
          Howard Kaplin, derivatively on behalf of First Interstate
          Bancorp, Inc. v. John E. Bryson, et al., No. 95-7954
          (United States District Court for the Central District of
          California), Timothy W. Bradley, on behalf of himself and
          others similarly situated v. William E.B. Siart, et al.,
          No. 95-8047 (United States District Court for the Central
          District of California), Timothy W. Bradley, on behalf of
          himself and others similarly situated v. William E.B.
          Siart, et al., No. BC139665, (California Superior Court,
          County of Los Angeles), other than any CLAIMS arising
          with respect to any breach that occurs on or after the
          date hereof of the Confidentiality Agreement, the
          Agreement of even date executed by First Bank System,
          Inc., Eleven Acquisition Corp., First Interstate Bancorp,
          and Wells Fargo & Company, or of Sections 6.2(b), 8.2 or
          9.3 of the Merger Agreement.

                    To ensure that this RELEASE is enforced in
          accordance with its terms, the RELEASOR and the RELEASEES
          hereby acknowledge that each of them is familiar with
          section 1542 of the Civil Code of California and
          knowingly and voluntarily waives any rights or
          protections afforded by that Section, which provides as
          follows:

                    A general release does not extend to claims
                    which the creditor does not know or suspect to
                    exist in his favor at the time of executing the
                    release, which if known by him must have
                    materially affected his settlement with the
                    debtor.

                    The RELEASOR and the RELEASEES also knowingly
          and voluntarily waive all rights and benefits they may
          have under comparable or similar statutes and principles
          of common law of any and all states of the United States
          or of the United States.

                    This RELEASE is governed by and shall be
          construed and interpreted in accordance with the laws of
          the State of New York.

                    This RELEASE may not be modified or amended
          except by an instrument in writing signed by the RELEASOR
          and the RELEASEES.

                    IN WITNESS WHEREOF, the RELEASOR has executed
          this RELEASE on the 23rd day of January, 1996.

                                        WELLS FARGO & COMPANY

                                        By: /s/ Theodore F. Craver, Jr.    

                                        Name:  Theodore F. Craver, Jr.     

                                        Title:  Executive V.P. & Treasurer 



          STATE OF CALIFORNIA      )
                                   )
          COUNTY OF LOS ANGELES    )

                    On January 23, 1996 before me personally came
          Theodore F. Craver, Jr., to me known, who, being by me
          duly sworn, did depose and state that he is the Executive
          Vice-President and Treasurer of First Interstate Bancorp,
          the entity described in and that executed the foregoing
          RELEASE and that he is duly authorized by the Board of
          Directors of First Interstate Bancorp to execute said
          RELEASE on behalf of First Interstate Bancorp.

                                        /s/ Susanne Estrada        
                                        Notary Public