8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
 

                        ------------------------------ 


                                   FORM 8-K

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



      Date of Report (Date of earliest event reported): November 5, 1995



                            FIRST BANK SYSTEM, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)


        Delaware                        1-6880                 41-0255900
- -------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission           (IRS employer
       of incorporation)             file number)        identification No.)


             601 Second Avenue South, Minneapolis, Minnesota 55402
           ---------------------------------------------------------
            (Address of principal executive offices)     (zip code)


Registrant's telephone number, including area code:     (612) 973-1111
                                                    ---------------------


                                Not Applicable
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)










 
Item 5.   Other Events.

     On November 5, 1995, First Bank System, Inc., a Delaware corporation 
("FBS"), and First Interstate Bancorp, a Delaware corporation ("First 
Interstate"), entered into an Agreement and Plan of Merger (the "Merger 
Agreement"), pursuant to which a wholly owned acquisition subsidiary of FBS 
will be merged with and into First Interstate (the "Merger"). As a 
result, First Interstate will become a wholly owned subsidiary of FBS. 
FBS will change its name to First Interstate Bancorp.

     As a result of the Merger, each outstanding share of Common Stock of First
Interstate will be converted into 2.6 shares of Common Stock of FBS. Each
outstanding share of preferred stock of First Interstate will be converted into
one share of preferred stock of FBS with substantially identical terms as the
preferred stock of First Interstate which is converted. The Merger will be a 
tax-free reorganization and will be accounted for as a pooling of interests. 
The Merger was announced in a press release issued by FBS and First Interstate
on November 6, 1995.

     Concurrently with the execution and delivery of the Merger Agreement, FBS
entered into a Stock Option Agreement (the "FBS Stock Option Agreement") with
First Interstate whereby FBS has granted to First Interstate an option to
purchase up to 25,829,983 shares of FBS's Common Stock at a price of $50.875 per
share, exercisable only upon the occurrence of certain events. First Interstate
has also entered into a Stock Option Agreement (together with the FBS Stock
Option Agreement, the "Reciprocal Stock Option Agreements") with FBS whereby
First Interstate has granted to FBS an option to purchase up to 15,073,106
shares of First Interstate's Common Stock at a price of $127.75 per share,
exercisable only upon the occurrence of certain events. Notwithstanding any
other provisions of the Reciprocal Stock Option Agreements, the Total Profit (as
defined) which either First Interstate or FBS, as grantee of a stock option (the
"Option") issued by the other party, respectively, may realize from the Option
may not exceed $100 million.

     In connection with the Merger Agreement, FBS and First Interstate also
executed reciprocal termination fee letter agreements, each dated as of November
5, 1995 (collectively, the "Reciprocal Fee Letters"). Pursuant to the Reciprocal
Fee Letters, FBS and First Interstate each agreed to pay the other party,
subject to certain conditions, a cash fee of $25 million in the event certain
initial triggering events (described therein) occur prior to or concurrently
with the termination of the Merger Agreement. In addition, FBS and First
Interstate each also agreed, subject to certain conditions, to pay a $100
million cash fee (which $100 million cash fee will be reduced by the initial $25
million fee, if such was previously paid), if certain subsequent events
(described therein) occur within 18 months of the termination of the Merger
Agreement.

     The closing of the Merger is subject to various conditions, including the
approval of certain matters relating to the Merger by the common stockholders of
both FBS and First Interstate and the obtaining of certain required regulatory
approvals.

                                       1


     The Merger Agreement, the Stock Option Agreements, the Reciprocal Fee
Letters and FBS's and First Interstate's press release issued November 6, 1995
regarding the Merger are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summaries of the Merger
Agreement, the Stock Option Agreements and Reciprocal Fee Letters do not purport
to be complete and are qualified in their entirety by reference to such
exhibits.

                                       2


Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits.
         -----------------------------------------------------------------

     The following exhibits are filed with this report:

Exhibit Number                          Description
- --------------                          -----------

2.1                                     Agreement and Plan of Merger, dated as
                                        of November 5, 1995, among FBS, 
                                        Eleven Acquisition Corp. and
                                        First Interstate.

2.2                                     Stock Option Agreement, dated as of
                                        November 5, 1995, between First 
                                        Interstate and FBS.

2.3                                     Stock Option Agreement, dated as of
                                        November 5, 1995, between FBS and 
                                        First Interstate.

2.4                                     Termination Fee Letter Agreement, dated
                                        as of November 5, 1995, between FBS and
                                        First Interstate.

2.5                                     Termination Fee Letter Agreement, dated
                                        as of November 5, 1995, between First
                                        Interstate and FBS.

20                                      Press release of FBS and First 
                                        Interstate, issued November 6, 1995, 
                                        regarding the Merger.

                                       3

 
     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 hereunto duly authorized.  


Date:  November 7, 1995                    FIRST BANK SYSTEM, INC.


                                            /s/ David J. Parrin
                                           -----------------------------
                                           David J. Parrin
                                           Senior Vice President and Controller

                                       4

 
                                 EXHIBIT INDEX


Exhibit Number                          Description
- --------------                          -----------

2.1                                     Agreement and Plan of Merger, dated as
                                        of November 5, 1995, among FBS, 
                                        Eleven Acquisition Corp. and First 
                                        Interstate.

2.2                                     Stock Option Agreement, dated as of
                                        November 5, 1995, between First 
                                        Interstate and FBS.

2.3                                     Stock Option Agreement, dated as of
                                        November 5, 1995, between FBS and First
                                        Interstate. 

2.4                                     Termination Fee Letter Agreement, dated
                                        as of November 5, 1995, between FBS and
                                        First Interstate.

2.5                                     Termination Fee Letter Agreement, dated 
                                        as of November 5, 1995, between First
                                        Interstate and FBS.

20                                      Press release of FBS and First 
                                        Interstate, issued November 6, 1995, 
                                        regarding the Merger.

EX-2.1

 
                         AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER, dated as of November 5, 1995, by and among
First Bank System, Inc., a Delaware corporation ("Parent"), Eleven Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger
Sub"), 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 Merger Sub will, subject to the terms and
conditions set forth herein, merge (the "Merger") with and into Subject Company,
so that Subject Company is the surviving corporation in the Merger; and

     WHEREAS, as a condition to, and immediately after the execution of, this
Agreement, Parent and Subject Company are entering into (i) a Parent Stock
Option Agreement (the "Parent Option Agreement") pursuant to which Parent has
granted Subject Company an option exercisable upon the occurrence of certain
events and (ii) the Parent Fee Letter (as defined below); and

     WHEREAS, as a condition to, and immediately after the execution of, this
Agreement, Parent and Subject Company are entering into (i) a Subject Company
Stock Option Agreement (the "Subject Company Option Agreement"; and together
with the Parent Option Agreement, the "Option Agreements") pursuant to which
Subject Company has granted Parent an option exercisable upon the occurrence of
certain events and (ii) 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), Merger Sub shall merge with
and into Subject Company. Subject Company 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 Eleven
Acquisition Corp.  Upon consummation of the Merger, the separate corporate
existence of Merger Sub 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, Merger Sub,
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 be converted into the
right to receive 2.60 shares (the "Common Exchange Ratio") of the common stock,
par value $1.25 per share, of Parent ("Parent Common Stock"), together with the
number of rights ("Parent Rights") issued pursuant to the Parent Rights
Agreement (as defined in Section 4.2 hereof) associated therewith.

     (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, provided, however, that the terms
of such Parent 9.875% Preferred shall have such voting rights as the parties
shall reasonably agree are necessary in order to ensure that the Merger
constitutes a reorganization within the meaning of Section 368(a) of the Code.

     (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

                                       2

 
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, provided, however, that the terms of such Parent
9.0% Preferred shall have such voting rights as the parties shall reasonably
agree are necessary in order to ensure that the Merger constitutes a
reorganization within the meaning of Section 368(a) of the Code. 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 

                                       3

 
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  Merger Sub Stock.  At and after the Effective Time, each share of
Merger Sub common stock issued and outstanding immediately prior to the Merger
shall remain issued and outstanding and shall constitute a share of the common
stock of the Surviving Corporation.

                                       4

 
     1.7  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 Merger 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.

     1.8  Certificates of Incorporation.  At the Effective Time, (i) the
Certificate of Incorporation of Subject Company, as in effect at the Effective
Time, shall be the Certificate of Incorporation of the Surviving Corporation and
(ii) the Certificate of Incorporation of Parent, as amended to reflect the
amendments thereto contemplated by this Agreement and as otherwise in effect at
the Effective Time, shall be the Certificate of Incorporation of Parent.

     1.9  Bylaws.  At the Effective Time, the Bylaws of Subject Company, 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.

                                       5

 
     1.10  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.

     1.11  Management Succession.  At the Effective Time, John F. Grundhofer
shall be Chairman of the Board and Chief Executive Officer of Parent.  At the
Effective Time, William E. B. Siart shall be the President and Chief Operating
Officer of Parent.

     1.12  Board of Directors.  At the Effective Time, the total number of
persons serving on the Board of Directors of Parent shall be 20 (unless
otherwise agreed in writing by the parties hereto prior to the Effective Time),
10 of whom shall be Parent Directors and 10 of whom shall be Subject Company
Directors (as such terms are defined below).  The persons to serve initially on
the Board of Directors of Parent at the Effective Time who are Parent Directors
shall be selected solely by and at the absolute discretion of the Board of
Directors of Parent prior to the Effective Time from among persons who are
members of the Board of Directors of Parent prior to the Effective Time; and the
persons to serve on the Board of Directors of Parent at the Effective Time who
are Subject Company Directors shall be selected solely by and at the absolute
discretion of the Board of Directors of Subject Company prior to the Effective
Time from among persons who are members of the Board of Directors of Subject
Company prior to the Effective Time.  Thereafter, the Board of Directors of
Parent shall consist of an even number of directors.  To the extent practicable,
from and after the Effective Time, and until the third anniversary thereof, each
class of directors of Parent shall contain an equal number of Parent Directors
and Subject Company Directors, and each Committee of the Board of Directors of
Parent shall contain an equal number of Parent Directors and Subject Company
Directors.  If at any time during the three-year period following the Effective
Time the number of Parent Directors and Subject Company Directors serving, or
that would be serving following the next annual meeting of stockholders, as
directors of Parent, would not be equal, then, subject to the fiduciary duties
of the directors, the Board of Directors and the Nominating Committee of Parent
shall take such steps as may be requested by the Parent Directors (if the number
of Parent Directors is, or would otherwise become, less than the number of
Subject Company Directors) or the Subject Company Directors (if the number of
Subject Company Directors is, or would otherwise become, less than the number of
Parent Directors) to assure that there shall be an equal number of Parent
Directors and Subject Company Directors, including by nominating and/or electing
a person or persons designated by the Parent Directors or the Subject Company
Directors, as applicable.  The term "Parent Directors" means (i) any person
serving as a director of Parent prior to the Effective Time who remains a
director of Parent at the Effective Time and (ii) any person who becomes a
director of Parent pursuant to the immediately preceding sentence and who is
designated by the Parent Directors; and the term "Subject Company Director"
means (i) any person serving as a director of Subject Company prior to the
Effective Time who becomes a director of Parent at the Effective Time and (ii)
any person who becomes a director of Parent pursuant to the immediately
preceding sentence and who is designated by the Subject Company Directors.

                                       6

 
     1.13  Name.  Effective immediately upon the consummation of the Merger, the
name of Parent shall be First Interstate Bancorp.



                                   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 will 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.

                                       7

 
     (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

                                       8

 
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 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 or 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, Merger Sub, 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 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, thrifts or their holding companies
generally, (iii) any action or omission of Subject Company or Parent or any
Subsidiary of 

                                       9

 
either of them taken with the prior written consent of Parent or Subject
Company, as applicable, in contemplation of the Merger, (iv) any changes in
general economic conditions affecting banks, thrifts or their holding companies
generally and (v) in the case of members of the Savings Association Insurance
Fund ("SAIF") of the Federal Deposit Insurance Corporation, the funding of the
SAIF. 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 October 31, 1995, there were 75,744,254 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 8,541,742 shares of Subject Company Common
Stock held in Subject Company's treasury.  As of October 31, 1995, no shares of
Subject Company Common Stock or Subject Company Preferred Stock were reserved
for issuance, except (i) 392,936 shares of Subject Company Common Stock were
reserved for issuance pursuant to Subject Company's dividend reinvestment and
stock purchase plans, (ii) 3,740,384 shares of Subject Company Common Stock were
reserved for issuance upon the exercise of stock options pursuant to the Subject
Company Stock Option Plans, and (iii) 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 

                                       10

 
3.2(a) of the Subject Company Disclosure Schedule (as defined below), (ii) for
the Subject Company Option Agreement, (iii) for the Subject Company Rights
Agreement (a true and correct copy of which, including all amendments thereto,
has been made available to Parent) and (iv) 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 disclosure schedule of Subject Company delivered to Parent concurrently
herewith (the "Subject Company Disclosure Schedule"), (ii) for options permitted
by this Agreement to be granted subsequent to the date of this Agreement, and
(iii) for the Subject Company Option Agreement, since October 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.  Assuming
compliance by Parent with Section 1.7 hereof, at the Effective Time, there will
not be any outstanding subscriptions, options, warrants, calls, commitments or
agreements of any character by which Subject Company or any of its Subsidiaries
will be bound calling for the purchase or issuance of any shares of the capital
stock of Subject Company or any of its Subsidiaries.

     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, the Subject Company Option Agreement and the other
documents 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, the Subject Company Option Agreement and
such other documents, collectively, the "Subject Company Documents"),  and to
consummate the transactions contemplated hereby and thereby.  The execution and
delivery 

                                       11

 
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 this Agreement 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 and
Merger Sub) 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 

                                       12

 
any state agencies and approval of such applications and notices (the "State
Approvals"), (iv) the filing of any requisite applications with the Office of
Thrift Supervision and the approval of such applications, (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 vote of the stockholders of Subject Company and the approval of
the Parent Vote Matters (as defined below) by the requisite votes of 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
(Form BD), (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.

                                       13

 
     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, (b) the unaudited
consolidated balance sheet of Subject Company and its Subsidiaries as of June
30, 1994 and June 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
June 30, 1995 filed with the SEC under the Exchange Act and (c) the unaudited
consolidated balance sheet of Subject Company and its Subsidiaries as of
September 30, 1995 and the related unaudited consolidated statements of
operations, shareholders' equity and cash flows for the period then ended. 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 6.13 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 6.13
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 6.13
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, since June 30, 1995, no event (including, without limitation,
any earthquake or other act of God) has 

                                       14

 
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 June 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 June 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)  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.

     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.

                                       15

 
     (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 

                                       16

 
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, neither Subject Company nor any of its
Subsidiaries is a party to or is bound by any contract, arrangement, commitment
or understanding (whether written 

                                       17

 
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 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 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 June 30,
1995, and for liabilities incurred in the ordinary course of business consistent
with past practice, since June 30, 1995, 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.

                                       18

 
     3.17 State Takeover Laws.  The Board of Directors of Subject Company has
approved the execution of the Subject Company Option Agreement and authorized
and approved the Merger (prior to the execution by Subject Company of this
Agreement and prior to the execution of the Subject Company Option Agreement) in
accordance with Section 203 of the DGCL, such that Section 203 will not apply to
this Agreement, the Subject Company Option Agreement, the Subject Company Fee
Letter or the transactions contemplated hereby and thereby. The Board of
Directors of Subject Company has taken all such action required to be taken by
it to provide that this Agreement, the Subject Company Option 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  Pooling of Interests.  As of the date of this Agreement, Subject
Company has no reason to believe that the Merger will not qualify as a pooling
of interests for accounting purposes.

     3.20  First Interstate Name.  Except as set forth in Section 3.20 of the
Subject Company Disclosure Schedule, Subject Company has the right to use the
First Interstate name in each state of the United States, free and clear of any
Liens, and no other person has the right to use such name in any such state.

     3.21  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 in all
material respects with the provisions of the Exchange Act and the rules and
regulations thereunder.

     3.22  Environmental Liability.  Except as set forth in Section 3.22 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 

                                       19

 
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. 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.

     3.23  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.

                                       20

 
                                   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 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 is (i) 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.

     (c) Merger Sub is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

     4.2  Capitalization.  (a)  The authorized capital stock of Parent consists
of 200,000,000 shares of Parent Common Stock and 10,000,000 shares of Preferred
Stock, par value $1.00 per share ("Parent Preferred Stock").  At the close of
business on October 31, 1995, there were 129,798,913 shares of Parent Common
Stock outstanding, 3,702,750 shares of Parent Preferred Stock designated and
2,077,800 shares issued and outstanding as Series 1991A Convertible Preferred
Stock ("Parent Series 1991A Preferred Stock"), 12,750 shares of Parent Preferred
Stock designated and no shares outstanding as Adjustable Rate Cumulative
Preferred Stock Series 1990A ("Parent Series 1990A Preferred Stock"), 1,400,000
shares of Parent Preferred Stock designated and no shares issued and outstanding
as Parent Series A Junior Participating Preferred Stock pursuant to the Rights
Agreement, dated as of December 21, 1988, between Parent and Morgan Shareholder
Services Trust Company, as Rights Agent, as amended (the "Parent Rights
Agreement"), and 5,833,411 shares of Parent Common Stock 

                                       21

 
held in Parent's treasury. On October 31, 1995, no shares of Parent Common Stock
or Parent Preferred Stock were reserved for issuance, except that (i) 22,718,744
shares of Parent Common Stock were reserved for issuance pursuant to outstanding
options, warrants, periodic stock purchase rights ("PSPRs"), risk event
warrants, the Parent dividend reinvestment plan, the Parent employee stock
purchase plan and employee benefit plans, (ii) 3,585,452 shares of Parent Common
Stock were reserved for issuance upon conversion of the Parent Series 1991A
Preferred Stock, (iii) 16,950,057 shares of Parent Common Stock were reserved
for issuance upon consummation of the acquisition by Parent of FirsTier
Financial, Inc. (the "FirsTier Acquisition"), (iv) 12,750 shares of Parent
Series 1990A Preferred Stock were reserved for issuance upon exercise of PSPRs
or risk event warrants, and (v) 1,400,000 shares of Parent Series A Junior
Participating Preferred Stock were reserved for issuance upon exercise of the
Parent Rights distributed to holders of Parent Common Stock pursuant to the
Parent Rights Agreement. 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), (ii) for the Parent Rights Agreement (a true and
correct copy of which, including all amendments thereto, has been made available
to Subject Company), (iii) for the Parent Option Agreement and (iv) 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 October 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, the exercise of employee stock options granted prior to
such date and as disclosed in Section 4.2(a) of the Parent Disclosure Schedule,
warrants, PSPRs and risk event warrants granted prior to such date and disclosed
in Section 4.2(a) of the Parent Disclosure Schedule, the conversion of shares of
Parent Series 1991A Preferred Stock, the Parent Rights Agreement and the
FirsTier Acquisition. 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, (i) at least 99% of the issued
and outstanding shares of capital stock of each of the material Parent
Subsidiaries (other than Merger Sub) and (ii) all of the issued and outstanding
shares of capital stock of Merger Sub, in each case, 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 

                                       22

 
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, the Parent Option Agreement and the other documents contemplated to be
executed and delivered by Parent in connection with the transactions
contemplated hereby (this Agreement, together with the Parent Fee Letter, the
Subject Company Option Agreement 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 issuance of Parent Common Stock
pursuant hereto and an amendment (the "Charter Amendment") to Parent's
Certificate of Incorporation to (i) increase the number of authorized shares of
Parent Common Stock to 500,000,000 and to increase the number of authorized
shares of Parent Preferred Stock to 15,000,000 and (ii) to change the name of
Parent to First Interstate Bancorp (collectively, the "Parent Vote Matters") be
submitted to Parent's stockholders for approval at a meeting of such
stockholders and, except for the approval of the Charter Amendment by the
affirmative vote of the holders of a majority of the outstanding shares of
Parent Common Stock and the approval of the issuance of shares of Parent Common
Stock pursuant hereto by a majority of the shares of Parent Common Stock voting
at the meeting of shareholders called for such purpose at which a quorum was
present, 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) Merger Sub has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly approved by the
Board of Directors of Merger Sub and by Parent as the sole stockholder of Merger
Sub, and no other corporate proceedings on the part of Merger Sub are necessary
to consummate the transactions contemplated hereby.  This Agreement has been
duly and validly executed and delivered by Merger Sub and (assuming due
authorization, execution and delivery by Subject Company) constitutes a valid
and binding 

                                       23

 
obligation of Merger Sub, enforceable against Merger Sub 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.

     (c) Except as set forth in Section 4.3(c) of the Parent Disclosure
Schedule, neither the execution and delivery of the Parent Documents by Parent
or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions
contemplated hereby and thereby, nor compliance by Parent or Merger Sub with any
of the terms or provisions hereof or thereof, will (i) violate any provision of
the 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 filing of any requisite applications with the Office of
Thrift Supervision and the approval of such applications, (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 vote of the stockholders of Subject Company and
the approval of the Parent Vote Matters by the requisite votes of the
stockholders of Parent, (x) the filing of the appropriate documents necessary to
cause the Charter Amendment to become effective with the Secretary of State of
the State of Delaware, (xi) the consents and approvals set forth in Section 4.4
of the Parent Disclosure Schedule, and (xii) the consents and approvals of third
parties which are not Governmental Entities, the 

                                       24

 
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 and Merger Sub of the
Parent Documents and (B) the consummation by Parent and Merger Sub 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, shareholders' equity and cash flows
for the fiscal years 1992 through 1994, inclusive, as reported in Parent's
Restated Annual Report as filed on Form 8-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 Ernst & Young LLP, independent public accountants with
respect to Parent, (b) the unaudited consolidated balance sheet of Parent and
its Subsidiaries as of June 30, 1994 and June 30, 1995 and the related unaudited
consolidated statements of income, cash flows and shareholders' equity for the
six month periods then ended as reported in Parent's Quarterly Report on Form
10-Q for the period ended June 30, 1995 filed with the SEC under the Exchange
Act and (c) the unaudited consolidated balance sheet of Parent and its
Subsidiaries as of September 30, 1995 and the related unaudited consolidated
statements of income, shareholders' equity and cash flows for the period then
ended.  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 6.13 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 income 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 6.13 hereof will
comply, in all material respects with applicable 

                                       25

 
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
6.13 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 June 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 June 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 June 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.

                                       26

 
     (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 

                                       27

 
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 

                                       28

 
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, 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 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 10Q for the quarter ended June 30, 1995, and for
liabilities incurred in the ordinary course of 

                                       29

 
business consistent with past practice, since June 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; Certificate of Incorporation.  The Board of
Directors of Parent has approved the execution of the Parent Option Agreement
and authorized and approved the Merger (prior to the execution by Parent of this
Agreement and prior to the execution of the Parent Option Agreement) in
accordance with Section 203 of the DGCL and Article Eight of Parent's
Certificate of Incorporation such that Section 203 and Article Eight will not
apply to this Agreement, the Parent Option Agreement, the Parent Fee Letter or
the transactions contemplated hereby and thereby.  The Board of Directors of
Parent has taken all such action required to be taken by it to provide that this
Agreement, the Parent Option 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  Rights Agreement.  Subject to the execution of an amendment to the
Parent Rights Agreement which has been approved by Parent's Board of Directors
and shall be executed as promptly as practicable after the date of this
Agreement, Parent has taken all action (including, if required, redeeming all of
the outstanding preferred stock purchase rights issued pursuant to the Parent
Rights Agreement or amending or terminating the Parent Rights Agreement) so that
the entering into of the Parent 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 Parent Rights Agreement or enable or
require the Parent Rights to be exercised, distributed or triggered.

     4.19  Pooling of Interests.  As of the date of this Agreement, Parent has 
no reason to believe that the Merger will not qualify as a pooling of interests 
for accounting purposes.

     4.20  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 in all material respects with the provisions of
the Securities Act and the rules and regulations thereunder.

     4.21  Environmental Liability.  Except as set forth in Section 4.21 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 

                                       30

 
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. 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.

     4.22  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.

                                       31

 
                                   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, during the period from the date of this Agreement
to the Effective Time, except as expressly contemplated or permitted by this
Agreement or the Option Agreements or as required by applicable law, 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 Option
Agreements 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, during the period from the date of this Agreement to the
Effective Time and, except as expressly contemplated or permitted by this
Agreement or the Option Agreements or as required by applicable law, rule or
regulation, 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

                                       32

 
     stock options, PSPRs or risk event warrants outstanding as of the date
     hereof, (B) the vesting of Performance Units outstanding as of the date
     hereof pursuant to Subject Company Stock Option Plans, (C) the conversion
     of shares of Parent Series 1991A Preferred Stock, (D) the Subject Company
     Rights Agreement, (E) the Parent Rights Agreement, (F) the FirsTier
     Acquisition, (G) the Option Agreements and (H) 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

                                       33

 
     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 in
     the ordinary course of business consistent with past practice;

          (h) take any action that would prevent or impede the Merger from
     qualifying (i) for pooling of interests accounting treatment or (ii) as a
     reorganization within the meaning of Section 368(a) of the Code; provided,
     however, that nothing contained herein shall limit the ability of Parent or
     Subject Company to exercise its rights under the Subject Company Option
     Agreement, the Parent Option Agreement, the Subject Company Fee Letter or
     the Parent Fee Letter, as the case may be;

          (i) amend its certificate of incorporation, bylaws or similar
     governing documents or the Parent Rights Agreement or Subject Company
     Rights Agreement, as the case may be, in any case in a manner that would
     materially and adversely effect 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;

                                       34

 
          (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, 

                                       35

 
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) Each of Parent and Subject Company shall hold all information furnished
by the other party or any of such party's Subsidiaries or representatives
pursuant to Section 6.2(a) in confidence to the extent required by, and in
accordance with, the provisions of the confidenti-

                                       36

 
ality agreement, dated October 21, 1995 between Parent and Subject Company (the
"Confidentiality Agreement").

     (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.

     (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.  Each of Parent
and 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 and 

                                       37

 
for purposes of qualifying the Merger for "pooling-of-interests" accounting
treatment) of such party to deliver to the other party hereto, 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(a) hereto
(in the case of affiliates of Subject Company) or Exhibit 6.5(b) hereto (in the
case of affiliates of Parent).

     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 1.7
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 Parent
and its Subsidiaries (including without limitation 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.  Parent and
Subject Company shall use their reasonable best efforts to develop New Parent
Plans which, among other things, treat similarly situated employees of Parent
and its Subsidiaries (including without limitation 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. Parent agrees that if it establishes or
continues employee benefit plans (including severance plans) under which an
employee's benefit depends, in whole or in part, on length of service with
Subject Company or Parent prior to the Effective Time, credit will be given, to
the extent reasonably practicable, for service credited under similar plans of
Subject Company or Parent or any Subsidiary of either, provided that such
crediting of service does not result in duplication of benefits.

     (b) Notwithstanding the foregoing, Parent shall, and shall cause its
Subsidiaries to, honor in accordance with their terms all benefits vested as of
the date hereof under the Parent Plans or Plans or under other contracts,
arrangements, commitments or understandings described in the Parent Disclosure
Schedule and the Subject Company Disclosure Schedule.  Parent and Subject
Company hereby acknowledge that the Merger will constitute a "Change in Control"
for purposes of the Parent Plans and the Plans and agree to abide by the
provisions of any Plan or Parent 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 Parent Stock Option Plans and the Subject Company Stock
Option Plans.

                                       38

 
     (c) 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.

     (d) It is the express understanding and intention of Subject Company,
Parent and Merger Sub 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.

     6.8  Indemnification; Directors' and  Officers' Insurance.  (a)  Each of
Subject Company and Parent agrees that from and after the Effective Time, Parent
will indemnify and hold harmless each present and former director and officer of
Subject Company and Parent and their respective Subsidiaries, determined as of
the Effective Time (the "Indemnified Parties"), against any costs or expenses
(including reasonable attorneys' fees), judgments, fines, losses, claims,
damages or liabilities (collectively "Costs") incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to matters
existing or occurring at or prior to the Effective Time, whether asserted or
claimed prior to, at or after the Effective Time, to the fullest extent that
Subject Company, Parent, or such Subsidiary would have been permitted under
Delaware law and the certificate of incorporation or by-laws of Subject Company,
Parent or such Subsidiary in effect on the date hereof to indemnify such person
(and Parent shall also advance expenses as incurred to the fullest extent
permitted under applicable law; provided, that the person to whom expenses are
advanced provides an undertaking to repay such advances if it is ultimately
determined that such person is not entitled to indemnification).

     (b) To the extent that paragraph (a) shall not serve to indemnify and hold
harmless an Indemnified Party, for a period of six years after the Effective
Time, each of Subject Company and Parent agrees that Parent shall, subject to
the terms set forth herein, indemnify and hold harmless, to the fullest extent
permitted under applicable law (and Parent shall also advance expenses as
incurred to the fullest extent permitted under applicable law, provided, that
the person to whom expenses are advanced provides an undertaking to repay such
advances if it is ultimately determined that such person is not entitled to
indemnification), each Indemnified Party against any Costs incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of or pertaining
to the transactions contemplated by this Agreement, the Option Agreements or the
Fee Letters.  In the event any claim or claims are asserted or made within such
six-year period, all rights to indemnification in respect of any such claim or
claims shall continue until final disposition of any and all such claims.

     (c) Any Indemnified Party wishing to claim indemnification under Section
6.8(a) or (b), upon learning of any such claim, action, suit, proceeding or
investigation, shall promptly 

                                       39

 
notify Parent thereof, but the failure to so notify shall not relieve Parent of
any liability it may have to such Indemnified Party except to the extent such
failure materially prejudices Parent. In the event of any such claim, action,
suit, proceeding or investigation (whether arising before or after the Effective
Time), Parent shall have the right to assume the defense thereof and Parent
shall not be liable to such Indemnified Parties for any legal expenses of other
counsel or any other expenses subsequently incurred by such Indemnified Parties
in connection with the defense thereof, except that, if Parent elects not to
assume such defense or counsel for the Indemnified Parties advises that there
are issues which raise conflicts of interest between Parent and the Indemnified
Parties, the Indemnified Parties may retain counsel satisfactory to them, and
Parent shall pay all reasonable fees and expense of such counsel for the
Indemnified Parties promptly as statements therefor are received. If such
indemnity is not available with respect to any Indemnified Party, then Parent
and the Indemnified Party shall contribute to the amount payable in such
proportion as is appropriate to reflect relative faults and benefits.

     (d) From and after the Effective Time, the directors, officers and
employees of Subject Company and its Subsidiaries who become directors, officers
or employees of Parent or any of its Subsidiaries, except for the
indemnification rights set forth in Section 6.8(a) or 6.8(b) or as otherwise
provided by applicable law, shall have indemnification rights (with respect to
their capacities as directors, officers or employees of Parent or any of its
Subsidiaries at or subsequent to the Effective Time) with prospective
application only.  The prospective indemnification rights shall consist of such
rights to which directors, officers and employees of Parent and its Subsidiaries
are entitled under the provisions of the Certificate of Incorporation or similar
governing documents of Parent and its Subsidiaries, as in effect from time to
time after the Effective Time, as applicable, and provisions of applicable law
as in effect from time to time after the Effective Time.

     (e) 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
assume the obligations set forth in this section.

     (f) For a period of six years from the Effective Time, Parent shall use its
best efforts to provide that portion of directors' and officers' liability
insurance that serves to reimburse the present and former officers and directors
of Parent, Subject Company or any of their respective Subsidiaries (determined
as of the Effective Time) (as opposed to Parent or Subject Company) with respect
to claims against such officers and directors arising from facts or events which
occurred before the Effective Time, which insurance shall contain at least the
same coverage and amounts, and contain terms and conditions no less
advantageous, as that coverage currently provided by Parent; provided, however,
that the annual premiums for such coverage will not exceed 200% of the annual
premiums currently paid by Subject Company for such coverage; provided, further,
that officers and directors of Subject Company or any 

                                       40

 
Subsidiary may be required to make application and provide customary
representations and warranties to Parent's insurance carrier for the purpose of
obtaining such insurance; and provided, further, that such coverage will have a
single aggregate for such six-year period in an amount not less than the annual
aggregate of such coverage currently provided by Subject Company.

     (g) 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  Merger Sub.  Parent shall cause Merger Sub to take all necessary
action to complete the transactions contemplated hereby, subject to the terms
and conditions hereof.

     6.13  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
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.

                                       41

 
                                  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.  This Agreement and the transactions
     contemplated hereby shall have been approved and adopted by the requisite
     affirmative votes of the holders of Subject Company Common Stock entitled
     to vote thereon and the Parent Vote Matters shall have been approved by the
     requisite affirmative vote of the holders of 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 contain any conditions or
     restrictions which the Board of Directors of either Parent or Subject
     Company reasonably determines in good faith will have or reasonably be
     expected to have a Material Adverse Effect on Parent and its Subsidiaries
     (including the Surviving Corporation and its Subsidiaries) taken as a
     whole.

          (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:

                                       42

 
          (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) Pooling of Interests.  Parent shall have received a letter from
     Ernst & Young LLP, addressed to Parent, dated as of the Effective Time, to
     the effect that the Merger will qualify for "pooling of interests"
     accounting treatment.

          (e) Federal Tax Opinion.  Parent shall have received an opinion of
     Dorsey & Whitney P.L.L.P., 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:

                                       43

 
               (1) No gain or loss will be recognized by Parent, Subject Company
          or Merger Sub 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 allocable to a fractional share
          interest for which cash is received).

          In rendering such opinion, Dorsey & Whitney P.L.L.P. may require and
     rely upon representations and covenants including those contained in
     certificates of officers of Parent, Subject Company and Merger Sub 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), 4.3(b), 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.

                                       44

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

          (d) Pooling of interests.  Subject Company shall have received a
     letter from Ernst & Young LLP, addressed to Subject Company, dated as of
     the Effective Time, to the effect that the Merger will qualify for "pooling
     of interests" accounting treatment.

          (e) 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, Subject Company
          or Merger Sub 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 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, Subject Company and Merger
     Sub and others.

                                       45

 
                                  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 (or, if at such date the Merger shall not
     have been consummated as a result of the failure of the condition set forth
     in Section 7.1(e) to be satisfied, and such condition shall not have failed
     to have been satisfied by reason of the enactment or promulgation of any
     statute, rule or regulation which prohibits, restricts or makes illegal
     consummation of the Merger, the earlier of (i) the date on which such
     condition is satisfied and (ii) June 30, 1997), 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;

                                       46

 
          (f) prior to the approval of (x) this Agreement by the requisite vote
     of Subject Company's shareholders (if Subject Company is the terminating
     party) or (y) the Parent Vote Matters (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; or

          (g) 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 (in the case of Subject Company) or the
     Parent Vote Matters (in the case of Parent).

     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
(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 

                                       47

 
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 Option
Agreements and 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 and the Option
Agreements, 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:

          First Bank System, Inc.
          First Bank Place
          601 Second Avenue South
          Minneapolis, Minnesota 55402-4302
          Fax:  (612) 973-0431
          Attn:  Lee R. Mitau, Esq.

                                       48

 
          with a copy to each of:

          Cleary, Gottlieb, Steen & Hamilton
          One Liberty Plaza
          New York, New York  10006
          Fax:  (212) 225-3999
          Attn:  Victor I. Lewkow, Esq.

          and

          Dorsey & Whitney P.L.L.P.
          220 South 6th Street
          Minneapolis, Minnesota  55402
          Fax:  (612) 340-8738
          Attn:  Jay L. Swanson, Esq.

          (b)  if to Subject Company, to:

          First Interstate Bancorp
          633 West Fifth Street, TC 2-10
          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 

                                       49

 
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
Confidentiality Agreement, 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.  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, the
Option Agreements 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 

                                       50

 
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 Company. 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.

                                       51

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


                              FIRST BANK SYSTEM, INC.



                              By: /s/ John F. Grundhofer
                                  ----------------------------------------------
                                  Name: John F. Grundhofer
                                  Title: Chairman, President and Chief Executive
                                         Officer


                              ELEVEN ACQUISITION CORP.



                              By: /s/ John F. Grundhofer
                                  ----------------------------------------------
                                  Name: John F. Grundhofer
                                  Title: Chairman, President and Chief Executive
                                         Officer


                              FIRST INTERSTATE BANCORP



                              By: /s/ William E. B. Siart
                                  ----------------------------------------------
                                  Name: William E. B. Siart
                                  Title: Chairman and Chief Executive Officer

                                       52

 
                               TABLE OF CONTENTS

                                   ARTICLE I
                                  THE MERGER



                                                                         
1.1   The Merger.............................................................   1
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   Merger Sub Stock.......................................................   4
1.7   Options................................................................   4
1.8   Certificates of Incorporation..........................................   5
1.9   Bylaws.................................................................   5
1.10  Tax Consequences.......................................................   6
1.11  Management Succession..................................................   6
1.12  Board of Directors.....................................................   6
1.13  Name...................................................................   7

                                   ARTICLE II
                               EXCHANGE OF SHARES

2.1   Parent to Make Shares Available........................................   7
2.2   Exchange of Shares.....................................................   7
 
                                   ARTICLE III...............................   9
               REPRESENTATIONS AND WARRANTIES OF SUBJECT COMPANY

3.1   Corporate Organization.................................................   9
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......................................................  15
3.10  Taxes and Tax Returns..................................................  15
3.11  Employees..............................................................  16
3.12  SEC Reports............................................................  17
3.13  Compliance with Applicable Law.........................................  17
3.14  Certain Contracts......................................................  17
3.15  Agreements with Regulatory Agencies....................................  18
 

                                       i

 


                                                                         
3.16  Undisclosed Liabilities................................................  18
3.17  State Takeover Laws....................................................  18
3.18  Rights Agreement.......................................................  19
3.19  Pooling of Interests...................................................  19
3.20  First Interstate Name..................................................  19
3.21  Subject Company Information............................................  19
3.22  Environmental Liability................................................  19
3.23  Interest Rate Risk Management Instruments..............................  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................................................   24
4.5   Reports...............................................................   24
4.6   Financial Statements..................................................   25
4.7   Broker's Fees.........................................................   25
4.8   Absence of Certain Changes or Events..................................   26
4.9   Legal Proceedings.....................................................   26
4.10  Taxes and Tax Returns.................................................   26
4.11  Employees.............................................................   27
4.12  SEC Reports...........................................................   28
4.13  Compliance with Applicable Law........................................   28
4.14  Certain Contracts.....................................................   28
4.15  Agreements with Regulatory Agencies...................................   29
4.16  Undisclosed Liabilities...............................................   29
4.17  State Takeover Laws; Certificate of Incorporation.....................   29
4.18  Rights Agreement......................................................   30
4.19  Pooling of Interests..................................................   30
4.20  Parent Information....................................................   30
4.21  Environmental Liability...............................................   30
4.22  Interest Rate Risk Management Instruments.............................   31


                                       ii

 
                                 ARTICLE V
                   COVENANTS RELATING TO CONDUCT OF BUSINESS



                                                                         
5.1   Conduct of Businesses Prior to the Effective Time......................  31
5.2   Forbearances...........................................................  31

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS..........................  34
 
6.1   Regulatory Matters.....................................................  34
6.2   Access to Information..................................................  35
6.3   Stockholders' Approvals................................................  36
6.4   Legal Conditions to Merger.............................................  36
6.5   Affiliates; Publication of Combined Financial Results..................  37
6.6   Stock Exchange Listing.................................................  37
6.7   Employee Benefit Plans.................................................  38
6.8   Indemnification; Directors' and  Officers' Insurance...................  38
6.9   Additional Agreements..................................................  40
6.10  Advice of Changes......................................................  40
6.11  Dividends..............................................................  40
6.12  Merger Sub.............................................................  41
6.13  Subsequent Interim and Annual Financial Statements.....................  41

                                  ARTICLE VII
                              CONDITIONS PRECEDENT

7.1   Conditions to Each Party's Obligation To Effect the Merger.............  41
7.2   Conditions to Obligations of Parent....................................  42
7.3   Conditions to Obligations of Subject Company...........................  43

                                  ARTICLE VIII
                           TERMINATION AND AMENDMENT

8.1   Termination............................................................  45
8.2   Effect of Termination..................................................  46
8.3   Amendment..............................................................  46
8.4   Extension; Waiver......................................................  47

                                   ARTICLE IX
                               GENERAL PROVISIONS

9.1   Closing................................................................  47
9.2   Nonsurvival of Representations, Warranties and Agreements..............  47
9.3   Expenses...............................................................  47
 

                                       iii

 


                                                                         
9.4   Notices................................................................  47
9.5   Interpretation.........................................................  49
9.6   Counterparts...........................................................  49
9.7   Entire Agreement.......................................................  49
9.8   Governing Law..........................................................  49
9.9   Severability...........................................................  49
9.10  Publicity..............................................................  49
9.11  Assignment; Third Party Beneficiaries..................................  50
9.12  Alternative Structure..................................................  50
9.13  Enforcement of the Agreement...........................................  51
 

                                       iv

EX-2.2

 
                                                                     Exhibit 2.2

                            STOCK OPTION AGREEMENT



          STOCK OPTION AGREEMENT, dated November 5, 1995, between FIRST
INTERSTATE BANCORP, a Delaware corporation ("Grantee"), and FIRST BANK SYSTEM,
INC., a Delaware corporation ("Issuer").

                             W I T N E S S E T H:
                             ------------------- 

          WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of
Merger immediately prior to the execution and delivery hereof (the "Merger
Agreement"); and

          WHEREAS, as a condition and inducement to Grantee's pursuit of the
transactions contemplated by the Merger Agreement and in consideration therefor
and in consideration of the grant of the Reciprocal Option (as hereinafter
defined), Issuer has agreed to grant Grantee the Option (as hereinafter
defined):

          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:

          1.   (a)  Issuer hereby grants to Grantee an unconditional,
irrevocable option  (the "Option") to purchase, subject to the terms hereof, up
to 25,829,983 fully paid and nonassessable shares of the common stock, $1.25 par
value, of Issuer ("Common Stock") at a price per share equal to the last
reported sale price per share of Common Stock as reported on the consolidated
tape for New York Stock Exchange issues on November 3, 1995; provided, however,
that in the event Issuer issues or agrees to issue any shares of Common Stock at
a price less than such last reported sale price per share (as adjusted pursuant
to subsection (b) of Section 5) other than as permitted by the Merger Agreement,
such price shall be equal to such lesser price (such price, as adjusted if
applicable, the "Option Price"); provided further that in no event shall the
number of shares for which this Option is exercisable exceed 19.9% of the issued
and outstanding shares of Common Stock. The number of shares of Common Stock
that may be received upon the exercise of the Option and the Option Price are
subject to adjustment as herein set forth.

          (b)  In the event that any additional shares of Common Stock are
issued or otherwise become outstanding after the date of this Agreement (other
than pursuant to this Agreement and other than pursuant to an event described in
Section 5(a) hereof), the number of shares of Common Stock subject to the Option
shall be increased so that, after such issuance, such number together with any
shares of Common Stock previously issued pursuant hereto, equals 19.9% of the
number of shares of Common Stock then issued and outstanding without giving
effect to any shares subject or issued pursuant to the Option.  Nothing
contained in this Section 

 
1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or
Grantee to breach any provision of the Merger Agreement.

          (c)  Notwithstanding anything else to the contrary contained in the
Agreement, in no event shall (i) the number of shares of Common Stock for which
this Option is then exercisable, plus (ii) the number of Option Shares (as
hereinafter defined) theretofore purchased hereunder, plus (iii) the number of
other shares of Common Stock of which the Grantee is the Beneficial Owner (as
such term is defined in the Rights Agreement dated as of December 21, 1988 (as
amended to date, the "Rights Agreement"), between the Issuer and the Rights
Agent (as such term is defined in the Rights Agreement)) exceed 19.9% of the
issued and outstanding shares of Common Stock (computed in accordance with the
procedures set forth in the Rights Agreement) until after such time as the
Rights Agreement is amended to provide that neither the execution of this
Agreement or the Merger Agreement nor the exercise of the Option shall result in
the Grantee becoming an Acquiring Person (as such term is defined in the Rights
Agreement).  Issuer's Board has duly authorized such an amendment and Issuer
agrees promptly to take all steps necessary to enter into such an amendment with
the Rights Agent.

          2.   (a)  The Holder (as hereinafter defined) may exercise the Option,
in whole or part, if, but only if, both an Initial Triggering Event (as
hereinafter defined) and a Subsequent Triggering Event (as hereinafter defined)
shall have occurred prior to the occurrence of an Exercise Termination Event (as
hereinafter defined), provided that the Holder shall have sent the written
notice of such exercise (as provided in subsection (e) of this Section 2) within
6 months following such Subsequent Triggering Event (or such later period as
provided in Section 10). Each of the following shall be an Exercise Termination
Event: (i) the Effective Time of the Merger; (ii) termination of the Merger
Agreement in accordance with the provisions thereof if such termination occurs
prior to the occurrence of an Initial Triggering Event; (iii) the passage of 18
months (or such longer period as provided in Section 10) after termination of
the Merger Agreement if such termination is concurrent with or follows the
occurrence of an Initial Triggering Event; (iv) the date on which the
shareholders of the Grantee shall have voted and failed to adopt and approve the
Merger Agreement and the Merger (unless (A) Issuer shall then be in material
breach of its covenants or agreements contained in the Merger Agreement or (B)
on or prior to such date, the shareholders of the Issuer shall have also voted
and failed to approve the Parent Vote Matters (as defined in the Merger
Agreement); or (v) the date on which the Reciprocal Option shall have become
exercisable in accordance with its terms. The term "Holder" shall mean the
holder or holders of the Option.  Notwithstanding anything to the contrary
contained herein, (i) the Option may not be exercised at any time when Grantee
shall be in breach of any of its covenants or agreements contained in the Merger
Agreement such that Issuer shall be entitled (without regard to any grace period
provided therein) to terminate the Merger Agreement pursuant to Section 8.1(d)
thereof and (ii) this Agreement shall automatically terminate upon the
termination of the Merger Agreement by Issuer pursuant to Section 8.1(d) thereof
as a result of the 

                                      -2-

 
breach by Grantee of its covenants or agreements contained in the Merger
Agreement.

          (b)  The term "Initial Triggering Event" shall mean any of the
following events or transactions occurring on or after the date hereof:

                (i)  Issuer or any of its Subsidiaries (as hereinafter defined) 
      (each an "Issuer Subsidiary"), without having received Grantee's prior
      written consent, shall have entered into an agreement to engage in an
      Acquisition Transaction (as hereinafter defined) with any person (the term
      "person" for purposes of this Agreement having the meaning assigned
      thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
      1934 (the "1934 Act"), and the rules and regulations thereunder) other
      than Grantee or any of its Subsidiaries (each a "Grantee Subsidiary") or
      the Board of Directors of Issuer shall have recommended that the
      shareholders of Issuer approve or accept any Acquisition Transaction other
      than as contemplated by the Merger Agreement or this Agreement. For
      purposes of this Agreement, (a) "Acquisition Transaction" shall mean (x) a
      merger or consolidation, or any similar transaction, involving Issuer or
      any Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X
      promulgated by the Securities and Exchange Commission (the "SEC")) of
      Issuer (other than mergers, consolidations or similar transactions
      involving solely Issuer and/or one or more wholly-owned Issuer
      Subsidiaries and other than a merger or consolidation as to which the
      common shareholders of the Issuer immediately prior thereto in the
      aggregate own at least 70% of the common stock of the publicly held
      surviving or successor corporation immediately following consummation
      thereof), (y) a purchase, lease or other acquisition of all or
      substantially all of the assets or deposits of Issuer or any Significant
      Subsidiary of Issuer, or (z) a purchase or other acquisition (including by
      way of merger, consolidation, share exchange or otherwise) of securities
      representing 10% or more of the voting power of Issuer or any Significant
      Subsidiary of Issuer, and (b) "Subsidiary" shall have the meaning set
      forth in Rule 12b-2 under the 1934 Act;

                (ii)  Any person other than Grantee or any Grantee Subsidiary
      shall have acquired beneficial ownership or the right to acquire
      beneficial ownership of 10% or more of the outstanding shares of Common
      Stock (the term "beneficial ownership" for purposes of this Agreement
      having the meaning assigned thereto in Section 13(d) of the 1934 Act, and
      the rules and regulations thereunder);

                (iii)  The shareholders of the Issuer shall have voted and 
      failed to approve the Parent Vote Matters at a meeting which has been held
      for that purpose or any adjournment or postponement thereof, or 

                                      -3-

 
      such meeting shall not have been held in violation of the Merger Agreement
      or shall have been cancelled prior to termination of the Merger Agreement
      if, prior to (x) such meeting or (y) if such meeting shall not have been
      held or shall have been cancelled, such termination, 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, a
      proposal to engage in an Acquisition Transaction;

                (iv)  Issuer's Board of Directors shall have withdrawn or 
      modified (or publicly announced its intention to withdraw or modify) its
      recommendation that the shareholders of Issuer approve the Parent Vote
      Matters, or Issuer or any Issuer Subsidiary, without having received
      Grantee's prior written consent, shall have authorized, recommended,
      proposed (or publicly announced its intention to authorize, recommend or
      propose) an agreement to engage in an Acquisition Transaction with any
      person other than Grantee or a Grantee Subsidiary;

                (v)  Any person other than Grantee or any Grantee Subsidiary
      shall have made a proposal to Issuer or its shareholders to engage in an
      Acquisition Transaction and such proposal shall have been publicly
      announced;

                (vi)  Any such person shall have filed with the SEC a 
      registration statement with respect to a potential exchange offer that
      would constitute an Acquisition Transaction (or filed a preliminary proxy
      statement with the SEC with respect to a potential vote by its
      shareholders to approve the issuance of shares to be offered in such an
      exchange offer);

                (vii)  Issuer shall have willfully breached any covenant or
      obligation contained in the Merger Agreement in anticipation of engaging
      in an Acquisition Transaction, and following such breach Grantee would be
      entitled to terminate the Merger Agreement (whether immediately or after
      the giving of notice or passage of time or both); or

                (viii)  Any person other than Grantee or any Grantee Subsidiary,
      other than in connection with a transaction to which Grantee has given its
      prior written consent, shall have filed an application or notice with the
      Federal Reserve Board or other federal or state bank regulatory authority,
      which application or notice has been accepted for processing, for approval
      to engage in an Acquisition Transaction.

                                      -4-

 
          (c)  The term "Subsequent Triggering Event" shall mean any of the
following events or transactions occurring after the date hereof:

                (i)  The acquisition by any person (other than Grantee or any 
      Grantee Subsidiary) of beneficial ownership of 20% or more of the then
      outstanding Common Stock; or

                (ii)  The occurrence of the Initial Triggering Event described 
      in clause (i) of subsection (b) of this Section 2, except that the
      percentage referred to in clause (z) shall be 20%.

          (d)  The term "Reciprocal Option" shall mean the option granted
pursuant to the option agreement dated the date hereof between the Grantee, as
issuer of such option, and the Issuer, as grantee of such option.

          (e)  Issuer shall notify Grantee promptly in writing of the occurrence
of any Initial Triggering Event or Subsequent Triggering Event (together, a
"Triggering Event"), it being understood that the giving of such notice by
Issuer shall not be a condition to the right of the Holder to exercise the
Option.

          (f)  In the event the Holder is entitled to and wishes to exercise the
Option, it shall send to Issuer a written notice (the date of which being herein
referred to as the "Notice Date") specifying (i) the total number of shares it
will purchase pursuant to such exercise and (ii) a place and date not earlier
than three business days nor later than 60 business days from the Notice Date
for the closing of such purchase (the "Closing Date");  provided that if prior
notification to or approval of the Federal Reserve Board or any other regulatory
agency is required in connection with such purchase, the Holder shall promptly
file the required notice or application for approval, shall promptly notify the
Issuer of such filing, and shall expeditiously process the same and the period
of time that otherwise would run pursuant to this sentence shall run instead
from the date on which any required notification periods have expired or been
terminated or such approvals have been obtained and any requisite waiting period
or periods shall have passed.  Any exercise of the Option shall be deemed to
occur on the Notice Date relating thereto.

          (g)  At the closing referred to in subsection (f) of this Section 2,
the Holder shall (i) pay to Issuer the aggregate purchase price for the shares
of Common Stock purchased pursuant to the exercise of the Option in immediately
available funds by wire transfer to a bank account designated by Issuer,
provided that failure or refusal of Issuer to designate such a bank account
shall not preclude the Holder from exercising the Option and (ii) present and
surrender this Agreement to the Issuer at its principal executive offices.

          (h)  At such closing, simultaneously with the delivery of immediately
available funds as provided in subsection (g) of this Section 2, Issuer shall
deliver to the Holder a certificate or certificates representing the number of

                                      -5-

 
shares of Common Stock purchased by the Holder and, if the Option should be
exercised in part only, a new Option evidencing the rights of the Holder thereof
to purchase the balance of the shares purchasable hereunder.

          (i)  Certificates for Common Stock delivered at a closing hereunder
may be endorsed with a restrictive legend that shall read substantially as
follows:

          "The transfer of the shares represented by this certificate is subject
          to certain provisions of an agreement between the registered holder
          hereof and Issuer and to resale restrictions arising under the
          Securities Act of 1933, as amended.  A copy of such agreement is on
          file at the principal office of Issuer and will be provided to the
          holder hereof without charge upon receipt by Issuer of a written
          request therefor."

It is understood and agreed that:  (i) the reference to the resale restrictions
of the Securities Act of 1933 (the "1933 Act") in the above legend shall be
removed by delivery of substitute certificate(s) without such reference if the
Holder shall have delivered to Issuer a copy of a letter from the staff of the
SEC, or an opinion of counsel, in form and substance reasonably satisfactory to
Issuer, to the effect that such legend is not required for purposes of the 1933
Act; (ii) the reference to the provisions of this Agreement in the above legend
shall be removed by delivery of substitute certificate(s) without such reference
if the shares have been sold or transferred in compliance with the provisions of
this Agreement and under circumstances that do not require the retention of such
reference; and (iii) the legend shall be removed in its entirety if the
conditions in the preceding clauses (i) and (ii) are both satisfied.  In
addition, such certificates shall bear any other legend as may be required by
law.

          (j)  Upon the giving by the Holder to Issuer of the written notice of
exercise of the Option provided for under subsection (f) of this Section 2 and
the tender of the applicable purchase price in immediately available funds, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
Issuer shall then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.  Issuer shall
pay all expenses, and any and all United States federal, state and local taxes
and other charges that may be payable in connection with the preparation, issue
and delivery of stock certificates under this Section 2 in the name of the
Holder or its assignee, transferee or designee.

          3.   Issuer agrees:  (i) that it shall at all times maintain, free
from preemptive rights, sufficient authorized but unissued or treasury shares of
Common Stock so that the Option may be exercised without additional
authorization of Common Stock after giving effect to all other options,
warrants, convertible securities and other rights to purchase Common Stock;
(ii) that it will 

                                      -6-

 
not, by charter amendment or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by Issuer; (iii) promptly to
take all action as may from time to time be required (including (x) complying
with all premerger notification, reporting and waiting period requirements
specified in 15 U.S.C. (S)18a and regulations promulgated thereunder and (y) in
the event, under the Bank Holding Company Act of 1956, as amended, or any state
or other federal banking law, prior approval of or notice to the Federal Reserve
Board or to any state or other federal regulatory authority is necessary before
the Option may be exercised, cooperating fully with the Holder in preparing such
applications or notices and providing such information to the Federal Reserve
Board or such state or other federal regulatory authority as they may require)
in order to permit the Holder to exercise the Option and Issuer duly and
effectively to issue shares of Common Stock pursuant hereto; and (iv) promptly
to take all action provided herein to protect the rights of the Holder against
dilution.

          4.   This Agreement (and the Option granted hereby) are exchangeable,
without expense, at the option of the Holder, upon presentation and surrender of
this Agreement at the principal office of the Issuer, for other Agreements
providing for Options of different denominations entitling the holder thereof to
purchase, on the same terms and subject to the same conditions as are set forth
herein, in the aggregate the same number of shares of Common Stock purchasable
hereunder.  The terms "Agreement" and "Option" as used herein include any
Agreements and related Options for which this Agreement (and the Option granted
hereby) may be exchanged.  Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date.  Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by anyone.

          5.   In addition to the adjustment in the number of shares of Common
Stock that are purchasable upon exercise of the Option pursuant to Section 1 of
this Agreement, the number of shares of Common Stock purchasable upon the
exercise of the Option shall be subject to adjustment from time to time as
provided in this Section 5.

               (a)  In the event of any change in Common Stock by reason of
     stock dividends, split-ups, mergers, recapitalizations, combinations,
     subdivisions, conversions, exchanges of shares or the like, the type and
     number of shares of Common Stock purchasable upon exercise hereof shall be
     appropriately adjusted and proper provision shall be made so that, in the
     event that any additional shares of Common Stock are to be issued or

                                      -7-

 
     otherwise become outstanding as a result of any such change (other than
     pursuant to an exercise of the Option), the number of shares of Common
     Stock that remain subject to the Option shall be increased so that, after
     such issuance and together with shares of Common Stock previously issued
     pursuant to the exercise of the Option (as adjusted on account of any of
     the foregoing changes in the Common Stock), it equals 19.9% of the number
     of shares of Common Stock then issued and outstanding.

               (b)  Whenever the number of shares of Common Stock purchasable
     upon exercise hereof is adjusted as provided in this Section 5, the Option
     Price shall be adjusted by multiplying the Option Price by a fraction, the
     numerator of which shall be equal to the number of shares of Common Stock
     purchasable prior to the adjustment and the denominator of which shall be
     equal to the number of shares of Common Stock purchasable after the
     adjustment.

          6.   Upon the occurrence of a Subsequent Triggering Event that occurs
prior to an Exercise Termination Event, Issuer shall, at the request of Grantee
delivered within 12 months (or such later period as provided in Section 10) of
such Subsequent Triggering Event (whether on its own behalf or on behalf of any
subsequent holder of this Option (or part thereof) or any of the shares of
Common Stock issued pursuant hereto), promptly prepare, file and keep current a
registration statement under the 1933 Act covering any shares issued and
issuable pursuant to this Option and shall use its reasonable best efforts to
cause such registration statement to become effective and remain current in
order to permit the sale or other disposition of any shares of Common Stock
issued upon total or partial exercise of this Option ("Option Shares") in
accordance with any plan of disposition requested by Grantee.  Issuer will use
its reasonable best efforts to cause such registration statement first to become
effective and then to remain effective for such period not in excess of 180 days
from the day such registration statement first becomes effective or such shorter
time as may be reasonably necessary to effect such sales or other dispositions.
Grantee shall have the right to demand two such registrations.  The Issuer shall
bear the costs of such registrations (including, but not limited to, Issuer's
attorneys' fees, printing costs and filing fees, except for underwriting
discounts or commissions, brokers' fees and the fees and disbursements of
Grantee's counsel related thereto). The foregoing notwithstanding, if, at the
time of any request by Grantee for registration of Option Shares as provided
above, Issuer is in registration with respect to an underwritten public offering
of shares of Common Stock, and if in the good faith judgment of the managing
underwriter or managing underwriters, or, if none, the sole underwriter or
underwriters, of such offering the inclusion of the Option Shares would
interfere with the successful marketing of the shares of Common Stock offered by
Issuer, the number of Option Shares otherwise to be covered in the registration
statement contemplated hereby may be reduced; provided, however, that after any
such required reduction the number of Option Shares to be included in such
offering for the account of the Holder shall constitute at least 25% of the
total number of shares 

                                      -8-

 
to be sold by the Holder and Issuer in the aggregate; and provided further,
however, that if such reduction occurs, then the Issuer shall file a
registration statement for the balance as promptly as practicable thereafter as
to which no reduction pursuant to this Section 6 shall be permitted or occur and
the Holder shall thereafter be entitled to one additional registration. Each
such Holder shall provide all information reasonably requested by Issuer for
inclusion in any registration statement to be filed hereunder. If requested by
any such Holder in connection with such registration, Issuer shall become a
party to any underwriting agreement relating to the sale of such shares, but
only to the extent of obligating itself in respect of representations,
warranties, indemnities and other agreements customarily included in such
underwriting agreements for Issuer. Upon receiving any request under this
Section 6 from any Holder, Issuer agrees to send a copy thereof to any other
person known to Issuer to be entitled to registration rights under this Section
6, in each case by promptly mailing the same, postage prepaid, to the address of
record of the persons entitled to receive such copies. Notwithstanding anything
to the contrary contained herein, in no event shall Issuer be obligated to
effect more than two registrations pursuant to this Section 8 by reason of the
fact that there shall be more than one Holder as a result of any assignment or
division of this Agreement.

          7.   (a) At any time after the occurrence of a Repurchase Event (as
defined below) (i) at the request of the Holder, delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10), Issuer shall
repurchase the Option from the Holder at a price (the "Option Repurchase Price")
equal to (x) the amount by which (A) the market/offer price (as defined below)
exceeds (B) the Option Price, multiplied by the number of shares for which this
Option may then be exercised and (ii) at the request of the owner of Option
Shares from time to time (the "Owner"), delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10), Issuer shall
repurchase such number of the Option Shares from the Owner as the Owner shall
designate at a price (the "Option Share Repurchase Price") equal to (x) the
market/offer price multiplied by the number of Option Shares so designated. The
term "market/offer price" shall mean the highest of (i) the price per share of
Common Stock at which a tender or exchange offer therefor has been made, (ii)
the price per share of Common Stock to be paid by any third party pursuant to an
agreement with Issuer, (iii) the highest closing price for shares of Common
Stock within the six-month period immediately preceding the date the Holder
gives notice of the required repurchase of this Option or the Owner gives notice
of the required repurchase of Option Shares, as the case may be, or (iv) in the
event of a sale of all or substantially all of Issuer's assets or deposits, the
sum of the net price paid in such sale for such assets or deposits and the
current market value of the remaining net assets of Issuer as determined by a
nationally recognized investment banking firm selected by the Holder or the
Owner, as the case may be, and reasonably acceptable to Issuer, divided by the
number of shares of Common Stock of Issuer outstanding at the time of such sale.
In determining the market/offer price, the value of consideration other than
cash shall 

                                      -9-

 
be determined by a nationally recognized investment banking firm selected by the
Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

          (b)  The Holder and the Owner, as the case may be, may exercise its
right to require Issuer to repurchase the Option and any Option Shares pursuant
to this Section 7 by surrendering for such purpose to Issuer, at its principal
office, a copy of this Agreement or certificates for Option Shares, as
applicable, accompanied by a written notice or notices stating that the Holder
or the Owner, as the case may be, elects to require Issuer to repurchase this
Option and/or the Option Shares in accordance with the provisions of this
Section 7.  As promptly as practicable, and in any event within five business
days after the surrender of the Option and/or certificates representing Option
Shares and the receipt of such notice or notices relating thereto, Issuer shall
deliver or cause to be delivered to the Holder the Option Repurchase Price
and/or to the Owner the Option Share Repurchase Price therefor or the portion
thereof that Issuer is not then prohibited under applicable law and regulation
from so delivering.

          (c)  To the extent that Issuer is prohibited under applicable law or
regulation, or as a consequence of administrative policy, from repurchasing the
Option and/or the Option Shares in full, Issuer shall immediately so notify the
Holder and/or the Owner and thereafter deliver or cause to be delivered, from
time to time, to the Holder and/or the Owner, as appropriate, the portion of the
Option Repurchase Price and the Option Share Repurchase Price, respectively,
that it is no longer prohibited from delivering, within five business days after
the date on which Issuer is no longer so prohibited; provided, however, that if
Issuer at any time after delivery of a notice of repurchase pursuant to
paragraph (b) of this Section 7 is prohibited under applicable law or
regulation, or as a consequence of administrative policy, from delivering to the
Holder and/or the Owner, as appropriate, the Option Repurchase Price and the
Option Share Repurchase Price, respectively, in full (and Issuer hereby
undertakes to 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 accomplish such repurchase), the Holder or Owner may revoke its
notice of repurchase of the Option or the Option Shares whether in whole or to
the extent of the prohibition, whereupon, in the latter case, Issuer shall
promptly (i) deliver to the Holder and/or the Owner, as appropriate, that
portion of the Option Purchase Price or the Option Share Repurchase Price that
Issuer is not prohibited from delivering; and (ii) deliver, as appropriate,
either (A) to the Holder, a new Agreement evidencing the right of the Holder to
purchase that number of shares of Common Stock obtained by multiplying the
number of shares of Common Stock for which the surrendered Agreement was
exercisable at the time of delivery of the notice of repurchase by a fraction,
the numerator of which is the Option Repurchase Price less the portion thereof
theretofore delivered to the Holder and the denominator of which is the Option
Repurchase Price, or (B) to the Owner, a certificate for the Option Shares it is
then so prohibited from repurchasing. If an Exercise Termination Event shall
have occurred prior to the date of the notice by Issuer described in the first
sentence of this subsection (c), or shall be scheduled to 

                                      -10-

 
occur at any time before the expiration of a period ending on the thirtieth day
after such date, the Holder shall nonetheless have the right to exercise the
Option until the expiration of such 30-day period.

          (d)  For purposes of this Section 7, a Repurchase Event shall be
deemed to have occurred upon the occurrence of any of the following events or
transactions after the date hereof:

                (i)  the acquisition by any person (other than Grantee or any 
      Grantee Subsidiary) of beneficial ownership of 50% or more of the then
      outstanding Common Stock; or

                (ii)  the consummation of any Acquisition Transaction described 
      in Section 2(b)(i) hereof, except that the percentage referred to in
      clause (z) shall be 50%.

          8.   (a)  In the event that prior to an Exercise Termination Event,
Issuer shall enter into an agreement (i) to consolidate with or merge into any
person, other than Grantee or a Grantee Subsidiary, and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) to
permit any person, other than Grantee or a Grantee Subsidiary, to merge into
Issuer and Issuer shall be the continuing or surviving corporation, but, in
connection with such merger, the then outstanding shares of Common Stock shall
be changed into or exchanged for stock or other securities of any other person
or cash or any other property or the then outstanding shares of Common Stock
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its or any Significant Subsidiary's assets or
deposits to any person, other than Grantee or a Grantee Subsidiary, then, and in
each such case, the agreement governing such transaction shall make proper
provision so that the Option shall, upon the consummation of any such
transaction and upon the terms and conditions set forth herein, be converted
into, or exchanged for, an option (the "Substitute Option"), at the election of
the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or
(y) any person that controls the Acquiring Corporation.

          (b)  The following terms have the meanings indicated:

                (i)  "Acquiring Corporation" shall mean (i) the continuing or
      surviving corporation of a consolidation or merger with Issuer (if other
      than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or
      surviving person, and (iii) the transferee of all or substantially all of
      Issuer's assets or deposits (or the assets or deposits of a Significant
      Subsidiary of Issuer).

                                      -11-

 
                (ii)  "Substitute Common Stock" shall mean the common stock 
      issued by the issuer of the Substitute Option upon exercise of the
      Substitute Option.

                (iii)  "Assigned Value" shall mean the market/offer price, as 
      defined in Section 7.

                (iv)  "Average Price" shall mean the average closing price of a 
      share of the Substitute Common Stock for one year immediately preceding
      the consolidation, merger or sale in question, but in no event higher than
      the closing price of the shares of Substitute Common Stock on the day
      preceding such consolidation, merger or sale; provided that if Issuer is
      the issuer of the Substitute Option, the Average Price shall be computed
      with respect to a share of common stock issued by the person merging into
      Issuer or by any company which controls or is controlled by such person,
      as the Holder may elect.

          (c)  The Substitute Option shall have the same terms as the Option,
provided, that if the terms of the Substitute Option cannot, for legal reasons,
be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to the Holder. The issuer of the Substitute Option shall
also enter into an agreement with the then Holder or Holders of the Substitute
Option in substantially the same form as this Agreement (after giving effect for
such purpose to the provisions of Section 9), which agreement shall be
applicable to the Substitute Option.

          (d)  The Substitute Option shall be exercisable for such number of
shares of Substitute Common Stock as is equal to the Assigned Value multiplied
by the number of shares of Common Stock for which the Option is then
exercisable, divided by the Average Price. The exercise price of the Substitute
Option per share of Substitute Common Stock shall then be equal to the Option
Price multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock for which the Option is then exercisable and the
denominator of which shall be the number of shares of Substitute Common Stock
for which the Substitute Option is exercisable.

          (e)  In no event, pursuant to any of the foregoing paragraphs, shall
the Substitute Option be exercisable for more than 19.9% of the shares of
Substitute Common Stock outstanding prior to exercise of the Substitute Option.
In the event that the Substitute Option would be exercisable for more than 19.9%
of the shares of Substitute Common Stock outstanding prior to exercise but for
this clause (e), the issuer of the Substitute Option (the "Substitute Option
Issuer") shall make a cash payment to Holder equal to the excess of (i) the
value of the Substitute Option without giving effect to the limitation in this
clause (e) over (ii) the value of the Substitute Option after giving effect to
the limitation in this clause (e). This 

                                      -12-

 
difference in value shall be determined by a nationally recognized investment
banking firm selected by the Holder.

          (f)  Issuer shall not enter into any transaction described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder.

          9.   (a)  At the request of the holder of the Substitute Option (the
"Substitute Option Holder"), the issuer of the Substitute Option (the
"Substitute Option Issuer") shall repurchase the Substitute Option from the
Substitute Option Holder at a price (the "Substitute Option Repurchase Price")
equal to (x) the amount by which (i) the Highest Closing Price (as hereinafter
defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by
the number of shares of Substitute Common Stock for which the Substitute Option
may then be exercised plus (y) Grantee's Out-of-Pocket Expenses (to the extent
not previously reimbursed), and at the request of the owner (the "Substitute
Share Owner") of shares of Substitute Common Stock (the "Substitute Shares"),
the Substitute Option Issuer shall repurchase the Substitute Shares at a price
(the "Substitute Share Repurchase Price") equal to (x) the Highest Closing Price
multiplied by the number of Substitute Shares so designated plus (y) Grantee's
Out-of-Pocket Expenses (to the extent not previously reimbursed). The term
"Highest Closing Price" shall mean the highest closing price for shares of
Substitute Common Stock within the six-month period immediately preceding the
date the Substitute Option Holder gives notice of the required repurchase of the
Substitute Option or the Substitute Share Owner gives notice of the required
repurchase of the Substitute Shares, as applicable.

          (b)  The Substitute Option Holder and the Substitute Share Owner, as
the case may be, may exercise its respective right to require the Substitute
Option Issuer to repurchase the Substitute Option and the Substitute Shares
pursuant to this Section 9 by surrendering for such purpose to the Substitute
Option Issuer, at its principal office, the agreement for such Substitute Option
(or, in the absence of such an agreement, a copy of this Agreement) and
certificates for Substitute Shares accompanied by a written notice or notices
stating that the Substitute Option Holder or the Substitute Share Owner, as the
case may be, elects to require the Substitute Option Issuer to repurchase the
Substitute Option and/or the Substitute Shares in accordance with the provisions
of this Section 9. As promptly as practicable and in any event within five
business days after the surrender of the Substitute Option and/or certificates
representing Substitute Shares and the receipt of such notice or notices
relating thereto, the Substitute Option Issuer shall deliver or cause to be
delivered to the Substitute Option Holder the Substitute Option Repurchase Price
and/or to the Substitute Share Owner the Substitute Share Repurchase Price
therefor or the portion thereof which the Substitute Option Issuer is not then
prohibited under applicable law and regulation from so delivering.

                                      -13-

 
          (c)  To the extent that the Substitute Option Issuer is prohibited
under applicable law or regulation, or as a consequence of administrative
policy, from repurchasing the Substitute Option and/or the Substitute Shares in
part or in full, the Substitute Option Issuer shall immediately so notify the
Substitute Option Holder and/or the Substitute Share Owner and thereafter
deliver or cause to be delivered, from time to time, to the Substitute Option
Holder and/or the Substitute Share Owner, as appropriate, the portion of the
Substitute Share Repurchase Price, respectively, which it is no longer
prohibited from delivering, within five business days after the date on which
the Substitute Option Issuer is no longer so prohibited; provided, however, that
if the Substitute Option Issuer is at any time after delivery of a notice of
repurchase pursuant to subsection (b) of this Section 9 prohibited under
applicable law or regulation, or as a consequence of administrative policy, from
delivering to the Substitute Option Holder and/or the Substitute Share Owner, as
appropriate, the Substitute Option Repurchase Price and the Substitute Share
Repurchase Price, respectively, in full (and the Substitute Option Issuer shall
use its best efforts to receive all required regulatory and legal approvals as
promptly as practicable in order to accomplish such repurchase), the Substitute
Option Holder or Substitute Share Owner may revoke its notice of repurchase of
the Substitute Option or the Substitute Shares either in whole or to the extent
of prohibition, whereupon, in the latter case, the Substitute Option Issuer
shall promptly (i) deliver to the Substitute Option Holder or Substitute Share
Owner, as appropriate, that portion of the Substitute Option Repurchase Price or
the Substitute Share Repurchase Price that the Substitute Option Issuer is not
prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the
Substitute Option Holder, a new Substitute Option evidencing the right of the
Substitute Option Holder to purchase that number of shares of the Substitute
Common Stock obtained by multiplying the number of shares of the Substitute
Common Stock for which the surrendered Substitute Option was exercisable at the
time of delivery of the notice of repurchase by a fraction, the numerator of
which is the Substitute Option Repurchase Price less the portion thereof
theretofore delivered to the Substitute Option Holder and the denominator of
which is the Substitute Option Repurchase Price, or (B) to the Substitute Share
Owner, a certificate for the Substitute Option Shares it is then so prohibited
from repurchasing. If an Exercise Termination Event shall have occurred  prior
to the date of the notice by the Substitute Option Issuer described in the first
sentence of this subsection (c), or shall be scheduled to occur at any time
before the expiration of a period ending on the thirtieth day after such date,
the Substitute Option Holder shall nevertheless have the right to exercise the
Substitute Option until the expiration of such 30-day period.
 
          10.  The 30-day, 6-month, 12-month or 18-month periods for exercise of
certain rights under Sections 2, 6, 7, 9 and 12 shall be extended:  (i) to the
extent necessary to obtain all regulatory approvals for the exercise of such
rights (for so long as the Holder is using commercially reasonable efforts to
obtain such regulatory approvals), and for the expiration of all statutory
waiting periods; and (ii) to the extent necessary to avoid liability under
Section 16(b) of the 1934 Act by reason of such exercise.

                                      -14-

 
          11.  Issuer hereby represents and warrants to Grantee as follows:

          (a)  Issuer has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of Issuer and no other corporate proceedings on the part of
Issuer are necessary to authorize this Agreement or to consummate the
transactions so contemplated.  This Agreement has been duly and validly executed
and delivered by Issuer.

          (b)  Issuer has taken all necessary corporate action to authorize and
reserve and to permit it to issue, and at all times from the date hereof through
the termination of this Agreement in accordance with its terms will have
reserved for issuance upon the exercise of the Option, that number of shares of
Common Stock equal to the maximum number of shares of Common Stock at any time
and from time to time issuable hereunder, and all such shares, upon issuance
pursuant thereto, will be duly authorized, validly issued, fully paid,
nonassessable, and will be delivered free and clear of all claims, liens,
encumbrance and security interests and not subject to any preemptive rights.

          12.  Neither of the parties hereto may assign any of its rights or
obligations under this Agreement or the Option created hereunder to any other
person, without the express written consent of the other party, except that in
the event a Subsequent Triggering Event shall have occurred prior to an Exercise
Termination Event, Grantee, subject to the express provisions hereof, may assign
in whole or in part its rights and obligations hereunder within 12 months
following such Subsequent Triggering Event (or such later period as provided in
Section 10); provided, however, that until the date 30 days following the date
on which the Federal Reserve Board has approved applications by Grantee to
acquire the shares of Common Stock subject to the Option, Grantee may not assign
its rights under the Option except in  (i) a widely dispersed public
distribution, (ii) a private placement in which no one party acquires the right
to purchase in excess of 2% of the voting shares of Issuer,  (iii) an assignment
to a single party (e.g., a broker or investment banker) for the purpose of
conducting a widely dispersed public distribution on Grantee's behalf, or (iv)
any other manner approved by the Federal Reserve Board.

          13.  Each of Grantee and Issuer will use its best efforts to make all
filings with, and to obtain consents of, all third parties and governmental
authorities necessary to the consummation of the transactions contemplated by
this Agreement, including without limitation applying to the Federal Reserve
Board under the Bank Holding Company Act for approval to acquire the shares
issuable hereunder, but Grantee shall not be obligated to apply to state banking
authorities for approval to acquire the shares of Common Stock issuable
hereunder until such time, if ever, as it deems appropriate to do so.

                                      -15-

 
          14.  (a)  Notwithstanding any other provision of this Agreement, in no
event shall the Grantee's Total Profit (as hereinafter defined) exceed $100
million and, if it otherwise would exceed such amount, the Grantee, at its sole
election, shall either (a) reduce the number of shares of Common Stock subject
to this Option, (b) deliver to the Issuer for cancellation Option Shares
previously purchased by Grantee, (c) pay cash to the Issuer, or (d) any
combination thereof, so that Grantee's actually realized Total Profit shall not
exceed $100 million after taking into account the foregoing actions.

          (b)  Notwithstanding any other provision of this Agreement, this
Option may not be exercised for a number of shares as would, as of the date of
exercise, result in a Notional Total Profit (as defined below) of more than $100
million; provided, that nothing in this sentence shall restrict any exercise of
the Option permitted hereby on any subsequent date.

          (c)  As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following:  (i) the amount received by Grantee
pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant
to Section 7, (ii) (x) the amount received by Grantee pursuant to Issuer's
repurchase of Option Shares pursuant to Section 7, less (y) the Grantee's
purchase price for such Option Shares, (iii) (x) the net cash amounts received
by Grantee pursuant to the sale of Option Shares (or any other securities into
which such Option Shares are converted or exchanged) to any unaffiliated party,
less (y) the Grantee's purchase price of such Option Shares, (iv) any amounts
received by Grantee on the transfer of the Option (or any portion thereof) to
any unaffiliated party, and (v) any equivalent amount with respect to the
Substitute Option.

          (d)  As used herein, the term "Notional Total Profit" with respect to
any number of shares as to which Grantee may propose to exercise this Option
shall be the Total Profit determined as of the date of such proposed exercise
assuming that this Option were exercised on such date for such number of shares
and assuming that such shares, together with all other Option Shares held by
Grantee and its affiliates as of such date, were sold for cash at the closing
market price for the Common Stock as of the close of business on the preceding
trading day (less customary brokerage commissions).

          (e)  The Grantee agrees, promptly following any exercise of all or any
portion of the Option, and subject to its rights under Section 7 hereof, to use
commercially reasonable efforts promptly to maximize the value of Option Shares
purchased taking into account market conditions, the number of Option Shares,
the potential negative impact of substantial sales on the market price for
Issuer Common Stock, and the availability of an effective registration statement
to permit public sale of Option Shares.

                                      -16-

 
          15.  The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Agreement by either party hereto and that
the obligations of the parties hereto shall be enforceable by either party
hereto through injunctive or other equitable relief.

          16.  If any term, provision, covenant or restriction contained in this
Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated.  If for any reason such court or regulatory agency determines
that the Holder is not permitted to acquire, or Issuer is not permitted to
repurchase pursuant to Section 7, the full number of shares of Common Stock
provided in Section 1(a) hereof (as adjusted pursuant to Section 1(b) or 5
hereof), it is the express intention of Issuer to allow the Holder to acquire or
to require Issuer to repurchase such lesser number of shares as may be
permissible, without any amendment or modification hereof.

          17.  All notices, requests, claims, demands and other communications
hereunder shall be deemed to have been duly given when delivered in person, by
fax, telecopy, or by registered or certified mail (postage prepaid, return
receipt requested) at the respective addresses of the parties set forth in the
Merger Agreement.

          18.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

          19.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.

          20.  Except as otherwise expressly provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment bankers,
accountants and counsel.

          21.  Except as otherwise expressly provided herein or in the Merger
Agreement, this Agreement contain the entire agreement between the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereof, written or oral.  The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assignees.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors except as
assignees, any 

                                      -17-

 
rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein.

          22.  Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned thereto in the Merger Agreement.

                                      -18-

 
          IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all of the
date first above written.


                                    FIRST INTERSTATE BANCORP


                                    By  /s/William E. B. Siart
                                       --------------------------------
                                       Its Chairman and Chief Executive
                                           Officer



                                    FIRST BANK SYSTEM, INC.

                                    By  /s/John F. Grundhofer
                                       --------------------------------
                                      Its Chairman, President and
                                          Chief Executive Officer

                                      -19-

EX-2.3

 
                                                                     Exhibit 2.3

                            STOCK OPTION AGREEMENT

          STOCK OPTION AGREEMENT, dated November 5, 1995, between FIRST BANK
SYSTEM, INC., a Delaware corporation ("Grantee"), and FIRST INTERSTATE BANCORP,
a Delaware corporation ("Issuer").

                             W I T N E S S E T H:
                             ------------------- 

          WHEREAS, Grantee and Issuer have entered into an Agreement and Plan of
Merger immediately prior to the execution and delivery hereof (the "Merger
Agreement"); and

          WHEREAS, as a condition and inducement to Grantee's pursuit of the
transactions contemplated by the Merger Agreement and in consideration therefor
and in consideration of the grant of the Reciprocal Option (as hereinafter
defined), Issuer has agreed to grant Grantee the Option (as hereinafter
defined):

          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:

          1.   (a)  Issuer hereby grants to Grantee an unconditional,
irrevocable option  (the "Option") to purchase, subject to the terms hereof, up
to 15,073,106 fully paid and nonassessable shares of the common stock, $2.00 par
value, of Issuer ("Common Stock") at a price per share equal to the last
reported sale price per share of Common Stock as reported on the consolidated
tape for New York Stock Exchange issues on November 3, 1995; provided, however,
that in the event Issuer issues or agrees to issue any shares of Common Stock at
a price less than such last reported sale price per share (as adjusted pursuant
to subsection (b) of Section 5) other than as permitted by the Merger Agreement,
such price shall be equal to such lesser price (such price, as adjusted if
applicable, the "Option Price"); provided further that in no event shall the
number of shares for which this Option is exercisable exceed 19.9% of the issued
and outstanding shares of Common Stock. The number of shares of Common Stock
that may be received upon the exercise of the Option and the Option Price are
subject to adjustment as herein set forth.

          (b)  In the event that any additional shares of Common Stock are
issued or otherwise become outstanding after the date of this Agreement (other
than pursuant to this Agreement and other than pursuant to an event described in
Section 5(a) hereof), the number of shares of Common Stock subject to the Option
shall be increased so that, after such issuance, such number together with any
shares of Common Stock previously issued pursuant hereto, equals 19.9% of the
number of shares of Common Stock then issued and outstanding without giving
effect to any shares subject or issued pursuant to the Option.  Nothing
contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to
authorize Issuer or Grantee to breach any provision of the Merger Agreement.

 
          2.   (a)  The Holder (as hereinafter defined) may exercise the Option,
in whole or part, if, but only if, both an Initial Triggering Event (as
hereinafter defined) and a Subsequent Triggering Event (as hereinafter defined)
shall have occurred prior to the occurrence of an Exercise Termination Event (as
hereinafter defined), provided that the Holder shall have sent the written
notice of such exercise (as provided in subsection (e) of this Section 2) within
6 months following such Subsequent Triggering Event (or such later period as
provided in Section 10). Each of the following shall be an Exercise Termination
Event: (i) the Effective Time of the Merger; (ii) termination of the Merger
Agreement in accordance with the provisions thereof if such termination occurs
prior to the occurrence of an Initial Triggering Event; (iii) the passage of 18
months (or such longer period as provided in Section 10) after termination of
the Merger Agreement if such termination is concurrent with or follows the
occurrence of an Initial Triggering Event; (iv) the date on which the
shareholders of the Grantee shall have voted and failed to approve the Parent
Vote Matters (as defined in the Merger Agreement) (unless (A) Issuer shall then
be in material breach of its covenants or agreements contained in the Merger
Agreement or (B) on or prior to such date, the shareholders of the Issuer shall
have also voted and failed to approve and adopt the Merger Agreement and the
Merger); or (v) the date on which the Reciprocal Option shall have become
exercisable in accordance with its terms. The term "Holder" shall mean the
holder or holders of the Option.  Notwithstanding anything to the contrary
contained herein, (i) the Option may not be exercised at any time when Grantee
shall be in breach of any of its covenants or agreements contained in the Merger
Agreement such that Issuer shall be entitled (without regard to any grace period
provided therein) to terminate the Merger Agreement pursuant to Section 8.1(d)
thereof and (ii) this Agreement shall automatically terminate upon the
termination of the Merger Agreement by Issuer pursuant to Section 8.1(d) thereof
as a result of the breach by Grantee of its covenants or agreements contained in
the Merger Agreement.

          (b)  The term "Initial Triggering Event" shall mean any of the
following events or transactions occurring on or after the date hereof:

                (i)  Issuer or any of its Subsidiaries (as hereinafter defined) 
      (each an "Issuer Subsidiary"), without having received Grantee's prior
      written consent, shall have entered into an agreement to engage in an
      Acquisition Transaction (as hereinafter defined) with any person (the term
      "person" for purposes of this Agreement having the meaning assigned
      thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
      1934 (the "1934 Act"), and the rules and regulations thereunder) other
      than Grantee or any of its Subsidiaries (each a "Grantee Subsidiary") or
      the Board of Directors of Issuer shall have recommended that the
      shareholders of Issuer approve or accept any Acquisition Transaction other
      than as contemplated by the Merger Agreement or this Agreement. For
      purposes of this Agreement, (a) "Acquisition Transaction" shall mean (x) a
      merger or consolidation, 

                                      -2-

 
      or any similar transaction, involving Issuer or any Significant Subsidiary
      (as defined in Rule 1-02 of Regulation S-X promulgated by the Securities
      and Exchange Commission (the "SEC")) of Issuer (other than mergers,
      consolidations or similar transactions involving solely Issuer and/or one
      or more wholly-owned Issuer Subsidiaries and other than a merger or
      consolidation as to which the common shareholders of the Issuer
      immediately prior thereto in the aggregate own at least 70% of the common
      stock of the publicly held surviving or successor corporation immediately
      following consummation thereof), (y) a purchase, lease or other
      acquisition of all or substantially all of the assets or deposits of
      Issuer or any Significant Subsidiary of Issuer, or (z) a purchase or other
      acquisition (including by way of merger, consolidation, share exchange or
      otherwise) of securities representing 10% or more of the voting power of
      Issuer or any Significant Subsidiary of Issuer, and (b) "Subsidiary" shall
      have the meaning set forth in Rule 12b-2 under the 1934 Act;

                (ii)  Any person other than Grantee or any Grantee Subsidiary
      shall have acquired beneficial ownership or the right to acquire
      beneficial ownership of 10% or more of the outstanding shares of Common
      Stock (the term "beneficial ownership" for purposes of this Agreement
      having the meaning assigned thereto in Section 13(d) of the 1934 Act, and
      the rules and regulations thereunder);

                (iii)  The shareholders of the Issuer shall have voted and 
      failed to approve the transactions contemplated by the Merger Agreement at
      a meeting which has been held for that purpose or any adjournment or
      postponement thereof, or such meeting shall not have been held in
      violation of the Merger Agreement or shall have been cancelled prior to
      termination of the Merger Agreement if, prior to (x) such meeting or (y)
      if such meeting shall not have been held or shall have been cancelled,
      such termination, 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, a proposal to engage in an Acquisition
      Transaction;

                (iv)  Issuer's Board of Directors shall have withdrawn or 
      modified (or publicly announced its intention to withdraw or modify) its
      recommendation that the shareholders of Issuer approve the transactions
      contemplated by the Merger Agreement, or Issuer or any Issuer Subsidiary,
      without having received Grantee's prior written consent, shall have
      authorized, recommended, proposed (or publicly announced its intention to
      authorize, recommend or propose) an agreement to engage in an Acquisition
      Transaction with any person other than Grantee or a Grantee Subsidiary;

                                      -3-

 
                (v)  Any person other than Grantee or any Grantee Subsidiary
      shall have made a proposal to Issuer or its shareholders to engage in an
      Acquisition Transaction and such proposal shall have been publicly
      announced;

                (vi)  Any such person shall have filed with the SEC a 
      registration statement with respect to a potential exchange offer that
      would constitute an Acquisition Transaction (or filed a preliminary proxy
      statement with the SEC with respect to a potential vote by its
      shareholders to approve the issuance of shares to be offered in such an
      exchange offer);

                (vii)  Issuer shall have willfully breached any covenant or
      obligation contained in the Merger Agreement in anticipation of engaging
      in an Acquisition Transaction, and following such breach Grantee would be
      entitled to terminate the Merger Agreement (whether immediately or after
      the giving of notice or passage of time or both); or

                (viii)  Any person other than Grantee or any Grantee 
      Subsidiary, other than in connection with a transaction to which Grantee
      has given its prior written consent, shall have filed an application or
      notice with the Federal Reserve Board or other federal or state bank
      regulatory authority, which application or notice has been accepted for
      processing, for approval to engage in an Acquisition Transaction.

Notwithstanding the foregoing, the proposal made prior to the date hereof by
Wells Fargo & Company ("Wells") to enter into a business combination with Issuer
shall be deemed, for purposes of this Agreement, to constitute a proposal to
engage in an Acquisition Transaction that has been publicly announced; provided,
however, that solely for purposes of the foregoing clause (v), such proposal
shall not constitute a publicly announced proposal to engage in an Acquisition
Transaction if Wells shall have publicly announced the withdrawal of such
proposal prior to the time Issuer mails to its stockholders a proxy statement in
connection with its stockholder meeting called to approve and adopt the Merger
Agreement.  Nothing contained in the proviso to the immediately preceding
sentence shall imply that any proposal made by Wells after the date hereof does
not constitute a proposal to engage in an Acquisition Transaction for purposes
of the foregoing clause (v).

          (c)  The term "Subsequent Triggering Event" shall mean any of the
following events or transactions occurring after the date hereof:

                (i)  The acquisition by any person (other than Grantee or any 
      Grantee Subsidiary) of beneficial ownership of 20% or more of the then
      outstanding Common Stock; or

                                      -4-

 
                (ii)  The occurrence of the Initial Triggering Event described 
      in clause (i) of subsection (b) of this Section 2, except that the
      percentage referred to in clause (z) shall be 20%.

          (d)  The term "Reciprocal Option" shall mean the option granted
pursuant to the option agreement dated the date hereof between the Grantee, as
issuer of such option, and the Issuer, as grantee of such option.

          (e)  Issuer shall notify Grantee promptly in writing of the occurrence
of any Initial Triggering Event or Subsequent Triggering Event (together, a
"Triggering Event"), it being understood that the giving of such notice by
Issuer shall not be a condition to the right of the Holder to exercise the
Option.

          (f)  In the event the Holder is entitled to and wishes to exercise the
Option, it shall send to Issuer a written notice (the date of which being herein
referred to as the "Notice Date") specifying (i) the total number of shares it
will purchase pursuant to such exercise and (ii) a place and date not earlier
than three business days nor later than 60 business days from the Notice Date
for the closing of such purchase (the "Closing Date");  provided that if prior
notification to or approval of the Federal Reserve Board or any other regulatory
agency is required in connection with such purchase, the Holder shall promptly
file the required notice or application for approval, shall promptly notify the
Issuer of such filing, and shall expeditiously process the same and the period
of time that otherwise would run pursuant to this sentence shall run instead
from the date on which any required notification periods have expired or been
terminated or such approvals have been obtained and any requisite waiting period
or periods shall have passed.  Any exercise of the Option shall be deemed to
occur on the Notice Date relating thereto.

          (g)  At the closing referred to in subsection (f) of this Section 2,
the Holder shall (i) pay to Issuer the aggregate purchase price for the shares
of Common Stock purchased pursuant to the exercise of the Option in immediately
available funds by wire transfer to a bank account designated by Issuer,
provided that failure or refusal of Issuer to designate such a bank account
shall not preclude the Holder from exercising the Option and (ii) present and
surrender this Agreement to the Issuer at its principal executive offices.

          (h)  At such closing, simultaneously with the delivery of immediately
available funds as provided in subsection (g) of this Section 2, Issuer shall
deliver to the Holder a certificate or certificates representing the number of
shares of Common Stock purchased by the Holder and, if the Option should be
exercised in part only, a new Option evidencing the rights of the Holder thereof
to purchase the balance of the shares purchasable hereunder.

                                      -5-

 
          (i)  Certificates for Common Stock delivered at a closing hereunder
may be endorsed with a restrictive legend that shall read substantially as
follows:

          "The transfer of the shares represented by this certificate is subject
          to certain provisions of an agreement between the registered holder
          hereof and Issuer and to resale restrictions arising under the
          Securities Act of 1933, as amended.  A copy of such agreement is on
          file at the principal office of Issuer and will be provided to the
          holder hereof without charge upon receipt by Issuer of a written
          request therefor."

It is understood and agreed that:  (i) the reference to the resale restrictions
of the Securities Act of 1933 (the "1933 Act") in the above legend shall be
removed by delivery of substitute certificate(s) without such reference if the
Holder shall have delivered to Issuer a copy of a letter from the staff of the
SEC, or an opinion of counsel, in form and substance reasonably satisfactory to
Issuer, to the effect that such legend is not required for purposes of the 1933
Act; (ii) the reference to the provisions of this Agreement in the above legend
shall be removed by delivery of substitute certificate(s) without such reference
if the shares have been sold or transferred in compliance with the provisions of
this Agreement and under circumstances that do not require the retention of such
reference; and (iii) the legend shall be removed in its entirety if the
conditions in the preceding clauses (i) and (ii) are both satisfied.  In
addition, such certificates shall bear any other legend as may be required by
law.

          (j)  Upon the giving by the Holder to Issuer of the written notice of
exercise of the Option provided for under subsection (f) of this Section 2 and
the tender of the applicable purchase price in immediately available funds, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
Issuer shall then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.  Issuer shall
pay all expenses, and any and all United States federal, state and local taxes
and other charges that may be payable in connection with the preparation, issue
and delivery of stock certificates under this Section 2 in the name of the
Holder or its assignee, transferee or designee.

          3.   Issuer agrees:  (i) that it shall at all times maintain, free
from preemptive rights, sufficient authorized but unissued or treasury shares of
Common Stock so that the Option may be exercised without additional
authorization of Common Stock after giving effect to all other options,
warrants, convertible securities and other rights to purchase Common Stock;
(ii) that it will not, by charter amendment or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
Issuer; (iii) promptly to take all action as may 

                                      -6-

 
from time to time be required (including (x) complying with all premerger
notification, reporting and waiting period requirements specified in 15 U.S.C.
(S)18a and regulations promulgated thereunder and (y) in the event, under the
Bank Holding Company Act of 1956, as amended, or any state or other federal
banking law, prior approval of or notice to the Federal Reserve Board or to any
state or other federal regulatory authority is necessary before the Option may
be exercised, cooperating fully with the Holder in preparing such applications
or notices and providing such information to the Federal Reserve Board or such
state or other federal regulatory authority as they may require) in order to
permit the Holder to exercise the Option and Issuer duly and effectively to
issue shares of Common Stock pursuant hereto; and (iv) promptly to take all
action provided herein to protect the rights of the Holder against dilution.

          4.   This Agreement (and the Option granted hereby) are exchangeable,
without expense, at the option of the Holder, upon presentation and surrender of
this Agreement at the principal office of the Issuer, for other Agreements
providing for Options of different denominations entitling the holder thereof to
purchase, on the same terms and subject to the same conditions as are set forth
herein, in the aggregate the same number of shares of Common Stock purchasable
hereunder.  The terms "Agreement" and "Option" as used herein include any
Agreements and related Options for which this Agreement (and the Option granted
hereby) may be exchanged.  Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date.  Any such new Agreement executed and delivered shall constitute
an additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by anyone.

          5.   In addition to the adjustment in the number of shares of Common
Stock that are purchasable upon exercise of the Option pursuant to Section 1 of
this Agreement, the number of shares of Common Stock purchasable upon the
exercise of the Option shall be subject to adjustment from time to time as
provided in this Section 5.

               (a)  In the event of any change in Common Stock by reason of
     stock dividends, split-ups, mergers, recapitalizations, combinations,
     subdivisions, conversions, exchanges of shares or the like, the type and
     number of shares of Common Stock purchasable upon exercise hereof shall be
     appropriately adjusted and proper provision shall be made so that, in the
     event that any additional shares of Common Stock are to be issued or
     otherwise become outstanding as a result of any such change (other than
     pursuant to an exercise of the Option), the number of shares of Common
     Stock that remain subject to the Option shall be increased so that, after
     such issuance and together with shares of Common Stock previously issued

                                      -7-

 
     pursuant to the exercise of the Option (as adjusted on account of any of
     the foregoing changes in the Common Stock), it equals 19.9% of the number
     of shares of Common Stock then issued and outstanding.

               (b)  Whenever the number of shares of Common Stock purchasable
     upon exercise hereof is adjusted as provided in this Section 5, the Option
     Price shall be adjusted by multiplying the Option Price by a fraction, the
     numerator of which shall be equal to the number of shares of Common Stock
     purchasable prior to the adjustment and the denominator of which shall be
     equal to the number of shares of Common Stock purchasable after the
     adjustment.

          6.   Upon the occurrence of a Subsequent Triggering Event that occurs
prior to an Exercise Termination Event, Issuer shall, at the request of Grantee
delivered within 12 months (or such later period as provided in Section 10) of
such Subsequent Triggering Event (whether on its own behalf or on behalf of any
subsequent holder of this Option (or part thereof) or any of the shares of
Common Stock issued pursuant hereto), promptly prepare, file and keep current a
registration statement under the 1933 Act covering any shares issued and
issuable pursuant to this Option and shall use its reasonable best efforts to
cause such registration statement to become effective and remain current in
order to permit the sale or other disposition of any shares of Common Stock
issued upon total or partial exercise of this Option ("Option Shares") in
accordance with any plan of disposition requested by Grantee.  Issuer will use
its reasonable best efforts to cause such registration statement first to become
effective and then to remain effective for such period not in excess of 180 days
from the day such registration statement first becomes effective or such shorter
time as may be reasonably necessary to effect such sales or other dispositions.
Grantee shall have the right to demand two such registrations.  The Issuer shall
bear the costs of such registrations (including, but not limited to, Issuer's
attorneys' fees, printing costs and filing fees, except for underwriting
discounts or commissions, brokers' fees and the fees and disbursements of
Grantee's counsel related thereto). The foregoing notwithstanding, if, at the
time of any request by Grantee for registration of Option Shares as provided
above, Issuer is in registration with respect to an underwritten public offering
of shares of Common Stock, and if in the good faith judgment of the managing
underwriter or managing underwriters, or, if none, the sole underwriter or
underwriters, of such offering the inclusion of the Option Shares would
interfere with the successful marketing of the shares of Common Stock offered by
Issuer, the number of Option Shares otherwise to be covered in the registration
statement contemplated hereby may be reduced; provided, however, that after any
such required reduction the number of Option Shares to be included in such
offering for the account of the Holder shall constitute at least 25% of the
total number of shares to be sold by the Holder and Issuer in the aggregate; and
provided further, however, that if such reduction occurs, then the Issuer shall
file a registration statement for the balance as promptly as practicable
thereafter as to which no reduction pursuant to this Section 6 shall be
permitted or occur and the Holder shall thereafter be 

                                      -8-

 
entitled to one additional registration. Each such Holder shall provide all
information reasonably requested by Issuer for inclusion in any registration
statement to be filed hereunder. If requested by any such Holder in connection
with such registration, Issuer shall become a party to any underwriting
agreement relating to the sale of such shares, but only to the extent of
obligating itself in respect of representations, warranties, indemnities and
other agreements customarily included in such underwriting agreements for
Issuer. Upon receiving any request under this Section 6 from any Holder, Issuer
agrees to send a copy thereof to any other person known to Issuer to be entitled
to registration rights under this Section 6, in each case by promptly mailing
the same, postage prepaid, to the address of record of the persons entitled to
receive such copies. Notwithstanding anything to the contrary contained herein,
in no event shall Issuer be obligated to effect more than two registrations
pursuant to this Section 8 by reason of the fact that there shall be more than
one Holder as a result of any assignment or division of this Agreement.

          7.   (a) At any time after the occurrence of a Repurchase Event (as
defined below) (i) at the request of the Holder, delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10), Issuer shall
repurchase the Option from the Holder at a price (the "Option Repurchase Price")
equal to (x) the amount by which (A) the market/offer price (as defined below)
exceeds (B) the Option Price, multiplied by the number of shares for which this
Option may then be exercised and (ii) at the request of the owner of Option
Shares from time to time (the "Owner"), delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10), Issuer shall
repurchase such number of the Option Shares from the Owner as the Owner shall
designate at a price (the "Option Share Repurchase Price") equal to (x) the
market/offer price multiplied by the number of Option Shares so designated. The
term "market/offer price" shall mean the highest of (i) the price per share of
Common Stock at which a tender or exchange offer therefor has been made, (ii)
the price per share of Common Stock to be paid by any third party pursuant to an
agreement with Issuer, (iii) the highest closing price for shares of Common
Stock within the six-month period immediately preceding the date the Holder
gives notice of the required repurchase of this Option or the Owner gives notice
of the required repurchase of Option Shares, as the case may be, or (iv) in the
event of a sale of all or substantially all of Issuer's assets or deposits, the
sum of the net price paid in such sale for such assets or deposits and the
current market value of the remaining net assets of Issuer as determined by a
nationally recognized investment banking firm selected by the Holder or the
Owner, as the case may be, and reasonably acceptable to Issuer, divided by the
number of shares of Common Stock of Issuer outstanding at the time of such sale.
In determining the market/offer price, the value of consideration other than
cash shall be determined by a nationally recognized investment banking firm
selected by the Holder or Owner, as the case may be, and reasonably acceptable
to Issuer.

          (b)  The Holder and the Owner, as the case may be, may exercise its
right to require Issuer to repurchase the Option and any Option Shares pursuant

                                      -9-

 
to this Section 7 by surrendering for such purpose to Issuer, at its principal
office, a copy of this Agreement or certificates for Option Shares, as
applicable, accompanied by a written notice or notices stating that the Holder
or the Owner, as the case may be, elects to require Issuer to repurchase this
Option and/or the Option Shares in accordance with the provisions of this
Section 7.  As promptly as practicable, and in any event within five business
days after the surrender of the Option and/or certificates representing Option
Shares and the receipt of such notice or notices relating thereto, Issuer shall
deliver or cause to be delivered to the Holder the Option Repurchase Price
and/or to the Owner the Option Share Repurchase Price therefor or the portion
thereof that Issuer is not then prohibited under applicable law and regulation
from so delivering.

          (c)  To the extent that Issuer is prohibited under applicable law or
regulation, or as a consequence of administrative policy, from repurchasing the
Option and/or the Option Shares in full, Issuer shall immediately so notify the
Holder and/or the Owner and thereafter deliver or cause to be delivered, from
time to time, to the Holder and/or the Owner, as appropriate, the portion of the
Option Repurchase Price and the Option Share Repurchase Price, respectively,
that it is no longer prohibited from delivering, within five business days after
the date on which Issuer is no longer so prohibited; provided, however, that if
Issuer at any time after delivery of a notice of repurchase pursuant to
paragraph (b) of this Section 7 is prohibited under applicable law or
regulation, or as a consequence of administrative policy, from delivering to the
Holder and/or the Owner, as appropriate, the Option Repurchase Price and the
Option Share Repurchase Price, respectively, in full (and Issuer hereby
undertakes to 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 accomplish such repurchase), the Holder or Owner may revoke its
notice of repurchase of the Option or the Option Shares whether in whole or to
the extent of the prohibition, whereupon, in the latter case, Issuer shall
promptly (i) deliver to the Holder and/or the Owner, as appropriate, that
portion of the Option Purchase Price or the Option Share Repurchase Price that
Issuer is not prohibited from delivering; and (ii) deliver, as appropriate,
either (A) to the Holder, a new Agreement evidencing the right of the Holder to
purchase that number of shares of Common Stock obtained by multiplying the
number of shares of Common Stock for which the surrendered Agreement was
exercisable at the time of delivery of the notice of repurchase by a fraction,
the numerator of which is the Option Repurchase Price less the portion thereof
theretofore delivered to the Holder and the denominator of which is the Option
Repurchase Price, or (B) to the Owner, a certificate for the Option Shares it is
then so prohibited from repurchasing. If an Exercise Termination Event shall
have occurred prior to the date of the notice by Issuer described in the first
sentence of this subsection (c), or shall be scheduled to occur at any time
before the expiration of a period ending on the thirtieth day after such date,
the Holder shall nonetheless have the right to exercise the Option until the
expiration of such 30-day period.

                                      -10-

 
          (d)  For purposes of this Section 7, a Repurchase Event shall be
deemed to have occurred upon the occurrence of any of the following events or
transactions after the date hereof:

                (i)  the acquisition by any person (other than Grantee or any 
      Grantee Subsidiary) of beneficial ownership of 50% or more of the then
      outstanding Common Stock; or

                (ii)  the consummation of any Acquisition Transaction described
      in Section 2(b)(i) hereof, except that the percentage referred to in
      clause (z) shall be 50%.

          8.   (a)  In the event that prior to an Exercise Termination Event,
Issuer shall enter into an agreement (i) to consolidate with or merge into any
person, other than Grantee or a Grantee Subsidiary, and shall not be the
continuing or surviving corporation of such consolidation or merger, (ii) to
permit any person, other than Grantee or a Grantee Subsidiary, to merge into
Issuer and Issuer shall be the continuing or surviving corporation, but, in
connection with such merger, the then outstanding shares of Common Stock shall
be changed into or exchanged for stock or other securities of any other person
or cash or any other property or the then outstanding shares of Common Stock
shall after such merger represent less than 50% of the outstanding shares and
share equivalents of the merged company, or (iii) to sell or otherwise transfer
all or substantially all of its or any Significant Subsidiary's assets or
deposits to any person, other than Grantee or a Grantee Subsidiary, then, and in
each such case, the agreement governing such transaction shall make proper
provision so that the Option shall, upon the consummation of any such
transaction and upon the terms and conditions set forth herein, be converted
into, or exchanged for, an option (the "Substitute Option"), at the election of
the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or
(y) any person that controls the Acquiring Corporation.

          (b)  The following terms have the meanings indicated:

                (i)  "Acquiring Corporation" shall mean (i) the continuing or
      surviving corporation of a consolidation or merger with Issuer (if other
      than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or
      surviving person, and (iii) the transferee of all or substantially all of
      Issuer's assets or deposits (or the assets or deposits of a Significant
      Subsidiary of Issuer).

                (ii)  "Substitute Common Stock" shall mean the common stock 
      issued by the issuer of the Substitute Option upon exercise of the 
      Substitute Option.

                (iii)  "Assigned Value" shall mean the market/offer price, as 
      defined in Section 7.

                                      -11-

 
                (iv)  "Average Price" shall mean the average closing price of a
      share of the Substitute Common Stock for one year immediately preceding
      the consolidation, merger or sale in question, but in no event higher than
      the closing price of the shares of Substitute Common Stock on the day
      preceding such consolidation, merger or sale; provided that if Issuer is
      the issuer of the Substitute Option, the Average Price shall be computed
      with respect to a share of common stock issued by the person merging into
      Issuer or by any company which controls or is controlled by such person,
      as the Holder may elect.

          (c)  The Substitute Option shall have the same terms as the Option,
provided, that if the terms of the Substitute Option cannot, for legal reasons,
be the same as the Option, such terms shall be as similar as possible and in no
event less advantageous to the Holder. The issuer of the Substitute Option shall
also enter into an agreement with the then Holder or Holders of the Substitute
Option in substantially the same form as this Agreement (after giving effect for
such purpose to the provisions of Section 9), which agreement shall be
applicable to the Substitute Option.

          (d)  The Substitute Option shall be exercisable for such number of
shares of Substitute Common Stock as is equal to the Assigned Value multiplied
by the number of shares of Common Stock for which the Option is then
exercisable, divided by the Average Price. The exercise price of the Substitute
Option per share of Substitute Common Stock shall then be equal to the Option
Price multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock for which the Option is then exercisable and the
denominator of which shall be the number of shares of Substitute Common Stock
for which the Substitute Option is exercisable.

          (e)  In no event, pursuant to any of the foregoing paragraphs, shall
the Substitute Option be exercisable for more than 19.9% of the shares of
Substitute Common Stock outstanding prior to exercise of the Substitute Option.
In the event that the Substitute Option would be exercisable for more than 19.9%
of the shares of Substitute Common Stock outstanding prior to exercise but for
this clause (e), the issuer of the Substitute Option (the "Substitute Option
Issuer") shall make a cash payment to Holder equal to the excess of (i) the
value of the Substitute Option without giving effect to the limitation in this
clause (e) over (ii) the value of the Substitute Option after giving effect to
the limitation in this clause (e). This difference in value shall be determined
by a nationally recognized investment banking firm selected by the Holder.

          (f)  Issuer shall not enter into any transaction described in
subsection (a) of this Section 8 unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder.

                                      -12-

 
          9.   (a)  At the request of the holder of the Substitute Option (the
"Substitute Option Holder"), the issuer of the Substitute Option (the
"Substitute Option Issuer") shall repurchase the Substitute Option from the
Substitute Option Holder at a price (the "Substitute Option Repurchase Price")
equal to (x) the amount by which (i) the Highest Closing Price (as hereinafter
defined) exceeds (ii) the exercise price of the Substitute Option, multiplied by
the number of shares of Substitute Common Stock for which the Substitute Option
may then be exercised plus (y) Grantee's Out-of-Pocket Expenses (to the extent
not previously reimbursed), and at the request of the owner (the "Substitute
Share Owner") of shares of Substitute Common Stock (the "Substitute Shares"),
the Substitute Option Issuer shall repurchase the Substitute Shares at a price
(the "Substitute Share Repurchase Price") equal to (x) the Highest Closing Price
multiplied by the number of Substitute Shares so designated plus (y) Grantee's
Out-of-Pocket Expenses (to the extent not previously reimbursed). The term
"Highest Closing Price" shall mean the highest closing price for shares of
Substitute Common Stock within the six-month period immediately preceding the
date the Substitute Option Holder gives notice of the required repurchase of the
Substitute Option or the Substitute Share Owner gives notice of the required
repurchase of the Substitute Shares, as applicable.

          (b)  The Substitute Option Holder and the Substitute Share Owner, as
the case may be, may exercise its respective right to require the Substitute
Option Issuer to repurchase the Substitute Option and the Substitute Shares
pursuant to this Section 9 by surrendering for such purpose to the Substitute
Option Issuer, at its principal office, the agreement for such Substitute Option
(or, in the absence of such an agreement, a copy of this Agreement) and
certificates for Substitute Shares accompanied by a written notice or notices
stating that the Substitute Option Holder or the Substitute Share Owner, as the
case may be, elects to require the Substitute Option Issuer to repurchase the
Substitute Option and/or the Substitute Shares in accordance with the provisions
of this Section 9. As promptly as practicable and in any event within five
business days after the surrender of the Substitute Option and/or certificates
representing Substitute Shares and the receipt of such notice or notices
relating thereto, the Substitute Option Issuer shall deliver or cause to be
delivered to the Substitute Option Holder the Substitute Option Repurchase Price
and/or to the Substitute Share Owner the Substitute Share Repurchase Price
therefor or the portion thereof which the Substitute Option Issuer is not then
prohibited under applicable law and regulation from so delivering.

          (c)  To the extent that the Substitute Option Issuer is prohibited
under applicable law or regulation, or as a consequence of administrative
policy, from repurchasing the Substitute Option and/or the Substitute Shares in
part or in full, the Substitute Option Issuer shall immediately so notify the
Substitute Option Holder and/or the Substitute Share Owner and thereafter
deliver or cause to be delivered, from time to time, to the Substitute Option
Holder and/or the Substitute Share Owner, as appropriate, the portion of the
Substitute Share Repurchase Price, respectively, which it is no longer
prohibited from delivering, within five business 

                                      -13-

 
days after the date on which the Substitute Option Issuer is no longer so
prohibited; provided, however, that if the Substitute Option Issuer is at any
time after delivery of a notice of repurchase pursuant to subsection (b) of this
Section 9 prohibited under applicable law or regulation, or as a consequence of
administrative policy, from delivering to the Substitute Option Holder and/or
the Substitute Share Owner, as appropriate, the Substitute Option Repurchase
Price and the Substitute Share Repurchase Price, respectively, in full (and the
Substitute Option Issuer shall use its best efforts to receive all required
regulatory and legal approvals as promptly as practicable in order to accomplish
such repurchase), the Substitute Option Holder or Substitute Share Owner may
revoke its notice of repurchase of the Substitute Option or the Substitute
Shares either in whole or to the extent of prohibition, whereupon, in the latter
case, the Substitute Option Issuer shall promptly (i) deliver to the Substitute
Option Holder or Substitute Share Owner, as appropriate, that portion of the
Substitute Option Repurchase Price or the Substitute Share Repurchase Price that
the Substitute Option Issuer is not prohibited from delivering; and (ii)
deliver, as appropriate, either (A) to the Substitute Option Holder, a new
Substitute Option evidencing the right of the Substitute Option Holder to
purchase that number of shares of the Substitute Common Stock obtained by
multiplying the number of shares of the Substitute Common Stock for which the
surrendered Substitute Option was exercisable at the time of delivery of the
notice of repurchase by a fraction, the numerator of which is the Substitute
Option Repurchase Price less the portion thereof theretofore delivered to the
Substitute Option Holder and the denominator of which is the Substitute Option
Repurchase Price, or (B) to the Substitute Share Owner, a certificate for the
Substitute Option Shares it is then so prohibited from repurchasing. If an
Exercise Termination Event shall have occurred prior to the date of the notice
by the Substitute Option Issuer described in the first sentence of this
subsection (c), or shall be scheduled to occur at any time before the expiration
of a period ending on the thirtieth day after such date, the Substitute Option
Holder shall nevertheless have the right to exercise the Substitute Option until
the expiration of such 30-day period.
 
          10.  The 30-day, 6-month, 12-month or 18-month periods for exercise of
certain rights under Sections 2, 6, 7, 9 and 12 shall be extended:  (i) to the
extent necessary to obtain all regulatory approvals for the exercise of such
rights (for so long as the Holder is using commercially reasonable efforts to
obtain such regulatory approvals), and for the expiration of all statutory
waiting periods; and (ii) to the extent necessary to avoid liability under
Section 16(b) of the 1934 Act by reason of such exercise.

          11.  Issuer hereby represents and warrants to Grantee as follows:

          (a)  Issuer has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of Issuer and no other corporate proceedings on the part of
Issuer 

                                      -14-

 
are necessary to authorize this Agreement or to consummate the transactions so
contemplated. This Agreement has been duly and validly executed and delivered by
Issuer.

          (b)  Issuer has taken all necessary corporate action to authorize and
reserve and to permit it to issue, and at all times from the date hereof through
the termination of this Agreement in accordance with its terms will have
reserved for issuance upon the exercise of the Option, that number of shares of
Common Stock equal to the maximum number of shares of Common Stock at any time
and from time to time issuable hereunder, and all such shares, upon issuance
pursuant thereto, will be duly authorized, validly issued, fully paid,
nonassessable, and will be delivered free and clear of all claims, liens,
encumbrance and security interests and not subject to any preemptive rights.

          12.  Neither of the parties hereto may assign any of its rights or
obligations under this Agreement or the Option created hereunder to any other
person, without the express written consent of the other party, except that in
the event a Subsequent Triggering Event shall have occurred prior to an Exercise
Termination Event, Grantee, subject to the express provisions hereof, may assign
in whole or in part its rights and obligations hereunder within 12 months
following such Subsequent Triggering Event (or such later period as provided in
Section 10); provided, however, that until the date 30 days following the date
on which the Federal Reserve Board has approved applications by Grantee to
acquire the shares of Common Stock subject to the Option, Grantee may not assign
its rights under the Option except in  (i) a widely dispersed public
distribution, (ii) a private placement in which no one party acquires the right
to purchase in excess of 2% of the voting shares of Issuer,  (iii) an assignment
to a single party (e.g., a broker or investment banker) for the purpose of
conducting a widely dispersed public distribution on Grantee's behalf, or (iv)
any other manner approved by the Federal Reserve Board.

          13.  Each of Grantee and Issuer will use its best efforts to make all
filings with, and to obtain consents of, all third parties and governmental
authorities necessary to the consummation of the transactions contemplated by
this Agreement, including without limitation applying to the Federal Reserve
Board under the Bank Holding Company Act for approval to acquire the shares
issuable hereunder, but Grantee shall not be obligated to apply to state banking
authorities for approval to acquire the shares of Common Stock issuable
hereunder until such time, if ever, as it deems appropriate to do so.

          14.  (a)  Notwithstanding any other provision of this Agreement, in no
event shall the Grantee's Total Profit (as hereinafter defined) exceed $100
million and, if it otherwise would exceed such amount, the Grantee, at its sole
election, shall either (a) reduce the number of shares of Common Stock subject
to this Option, (b) deliver to the Issuer for cancellation Option Shares
previously purchased by Grantee, (c) pay cash to the Issuer, or (d) any
combination thereof, so that Grantee's 

                                      -15-

 
actually realized Total Profit shall not exceed $100 million after taking into
account the foregoing actions.

          (b)  Notwithstanding any other provision of this Agreement, this
Option may not be exercised for a number of shares as would, as of the date of
exercise, result in a Notional Total Profit (as defined below) of more than $100
million; provided, that nothing in this sentence shall restrict any exercise of
the Option permitted hereby on any subsequent date.

          (c)  As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following:  (i) the amount received by Grantee
pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant
to Section 7, (ii) (x) the amount received by Grantee pursuant to Issuer's
repurchase of Option Shares pursuant to Section 7, less (y) the Grantee's
purchase price for such Option Shares, (iii) (x) the net cash amounts received
by Grantee pursuant to the sale of Option Shares (or any other securities into
which such Option Shares are converted or exchanged) to any unaffiliated party,
less (y) the Grantee's purchase price of such Option Shares, (iv) any amounts
received by Grantee on the transfer of the Option (or any portion thereof) to
any unaffiliated party, and (v) any equivalent amount with respect to the
Substitute Option.

          (d)  As used herein, the term "Notional Total Profit" with respect to
any number of shares as to which Grantee may propose to exercise this Option
shall be the Total Profit determined as of the date of such proposed exercise
assuming that this Option were exercised on such date for such number of shares
and assuming that such shares, together with all other Option Shares held by
Grantee and its affiliates as of such date, were sold for cash at the closing
market price for the Common Stock as of the close of business on the preceding
trading day (less customary brokerage commissions).

          (e)  The Grantee agrees, promptly following any exercise of all or any
portion of the Option, and subject to its rights under Section 7 hereof, to use
commercially reasonable efforts promptly to maximize the value of Option Shares
purchased taking into account market conditions, the number of Option Shares,
the potential negative impact of substantial sales on the market price for
Issuer Common Stock, and the availability of an effective registration statement
to permit public sale of Option Shares.

          15.  The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Agreement by either party hereto and that
the obligations of the parties hereto shall be enforceable by either party
hereto through injunctive or other equitable relief.

          16.  If any term, provision, covenant or restriction contained in this
Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, 

                                      -16-

 
provisions and covenants and restrictions contained in this Agreement shall
remain in full force and effect, and shall in no way be affected, impaired or
invalidated. If for any reason such court or regulatory agency determines that
the Holder is not permitted to acquire, or Issuer is not permitted to repurchase
pursuant to Section 7, the full number of shares of Common Stock provided in
Section 1(a) hereof (as adjusted pursuant to Section 1(b) or 5 hereof), it is
the express intention of Issuer to allow the Holder to acquire or to require
Issuer to repurchase such lesser number of shares as may be permissible, without
any amendment or modification hereof.

          17.  All notices, requests, claims, demands and other communications
hereunder shall be deemed to have been duly given when delivered in person, by
fax, telecopy, or by registered or certified mail (postage prepaid, return
receipt requested) at the respective addresses of the parties set forth in the
Merger Agreement.

          18.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

          19.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.

          20.  Except as otherwise expressly provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment bankers,
accountants and counsel.

          21.  Except as otherwise expressly provided herein or in the Merger
Agreement, this Agreement contain the entire agreement between the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereof, written or oral.  The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assignees.
Nothing in this Agreement, expressed or implied, is intended to confer upon any
party, other than the parties hereto, and their respective successors except as
assignees, any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein.

          22.  Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned thereto in the Merger Agreement.

                                      -17-

 
          IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all of the
date first above written.

                                    FIRST BANK SYSTEM, INC.

 
                                    By  /s/John F. Grundhofer
                                       -----------------------------------
                                       Its Chairman, President and Chief
                                           Executive Officer


                                    FIRST INTERSTATE BANCORP


                                    By  /s/William E. B. Siart
                                       -----------------------------------
                                      Its Chairman and Chief Executive
                                          Officer

                                      -18-

EX-2.4

 
                            First Bank System, Inc.
                               First Bank Place
                            601 Second Avenue South
                       Minneapolis, Minnesota 55402-4302


                                 November 5, 1995



First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071


Attention: William E.B. Siart
           Chairman, President and Chief Executive Officer

Ladies and Gentlemen:

          We refer to the Agreement and Plan of Merger (the "Merger Agreement")
of even date herewith among First Interstate Bancorp ("Subject Company"), First
Bank System, Inc. ("Parent") and Eleven Acquisition Corp. ("Merger Sub").
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 $25 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 

(..continued)

 
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) $100 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
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 Parent Vote Matters, or shall have withdrawn or modified in a
     manner adverse to Subject Company its approval or recommendation of the
     Parent Vote Matters, 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, authorized, approved, proposed or publicly announced its
intention to enter into, any Acquisition Proposal;

          (iii) the Parent Vote Matters 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 a 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: 
                                                      
(..continued)

 
(A) a merger or consolidation, or any similar transaction, involving Parent or
any Significant Subsidiary (other than mergers, consolidations or 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 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 Parent
Vote Matters 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 Parent Vote Matters) 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.

          (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 it is no longer prohibited from 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.

                                                           
(..continued)

 
          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.

                                                            
(..continued)
                                  *    *    *


 
          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 BANK SYSTEM, INC.


                                By /s/ John F. Grundhofer
                                   -------------------------------------
                                    Name: John F. Grundhofer
                                    Title: Chairman, President and Chief
                                           Executive Officer

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

FIRST INTERSTATE BANCORP


By /s/ William E. B. Siart
   ------------------------------------------
  Name: William E. B. Siart
  Title: Chairman and Chief Executive Officer

EX-2.5

 
                           First Interstate Bancorp
                             633 West Fifth Street
                         Los Angeles, California 90071

                               November 5, 1995

First Bank System, Inc.
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302

Attention:  John F. Grundhofer
            Chairman, President and Chief Executive Officer

Ladies and Gentlemen:

     We refer to the Agreement and Plan of Merger (the "Merger Agreement") of
even date herewith among First Interstate Bancorp ("Subject Company"), First
Bank System, Inc. ("Parent") and Eleven Acquisition Corp. ("Merger Sub").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Merger Agreement.

     In order to induce Parent and Merger Sub 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 Subject Company. 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 $25 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

(..continued)

 
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) $100 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, authorized,
     approved, proposed or publicly announced its intention to enter into, any
     Acquisition Proposal;

          (iii) the Merger Agreement 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 a 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

(..continued)


 
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 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. Notwithstanding the
foregoing, Subject Company confirms that the proposal made by Wells Fargo &
Company ("Wells") prior to the date hereof to enter into a business combination
with Subject Company shall also constitute an Acquisition Proposal which has
been publicly announced; provided, however, that solely for purposes of
Paragraph 2(c)(iii) hereof, such proposal shall not constitute a publicly
announced Acquisition Proposal if Wells shall have publicly announced the
withdrawal of such proposal prior to the time Subject Company mails to its
stockholders a proxy statement in connection with the stockholder meeting called
to approve and adopt the Merger Agreement. Nothing contained in the proviso to
the immediately preceding sentence shall imply that any proposal made by Wells
after the date hereof does not constitute an Acquisition Proposal for purposes
of Paragraph 2(c)(iii) hereof.

          (f)  As used herein, "Nullifying Event" shall mean 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 Parent Vote Matters 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 the Parent Vote Matters or shall have withdrawn, modified
or changed in any manner adverse to Subject Company its approval or
recommendation of the Parent Vote Matters or shall have resolved or publicly
announced its intention to do any of the foregoing.

          (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.

          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 it is no longer prohibited from paying, within five
business days after the date on which the 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 
                                                    
(..continued)

 
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.


                                                                   
                                  *    *    *

(..continued)

 
          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/ William E. B. Siart
                                   ------------------------------------------
                                  Name: William E. B. Siart
                                  Title: Chairman and Chief Executive Officer

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

FIRST BANK SYSTEM, INC.


By /s/ John F. Grundhofer
   -----------------------------------
  Name: John F. Grundhofer
  Title: Chairman, President and Chief
         Executive Officer

EX-20

                                                                     Exhibit 20
 
CONTACTS:
 
Christine McCarthy    John Danielson        Ken Preston        Wendy Raway
Mariann Ohanesian     Karin Glasgow         Shirley Hosoi      Media Relations
Investor Relations    Investor Relations    Media Relations    First Bank System
First Interstate      First Bank System     First Interstate   (612) 973-2429
(213) 614-5866        (612) 973-2261        (213) 614-3656
(213) 614-2465        (612) 973-2264        (213) 614-3043
 

               FIRST BANK SYSTEM AND FIRST INTERSTATE SIGN MERGER
                       AGREEMENT VALUED AT $10.3 BILLION

           --WILL CREATE NATION'S NINTH-LARGEST BANKING COMPANY, WITH
          $92.4 BILLION IN ASSETS AND 7.6 MILLION RETAIL HOUSEHOLDS--

      --EXPECTED TO BE ACCRETIVE TO EPS IN FIRST FULL YEAR OF OPERATIONS--

     --FIRST INTERSTATE REJECTS WELLS FARGO'S UNSOLICITED MERGER PROPOSAL--

MINNEAPOLIS AND LOS ANGELES, November 6, 1995--First Bank System, Inc.
(NYSE:FBS) and First Interstate Bank (NYSE:I) today announced that they have
entered into a definitive agreement whereby FBS will exchange 2.6 shares of its
common stock for each share of First Interstate.  The transaction, which has
been unanimously approved by the boards of both companies, is valued at $10.3
billion, or $132.275 per share, based on the closing price of FBS common stock
on November 3, 1995.  This represents a premium of 25% over the closing price of
First Interstate stock on October 17, 1995, the day before Wells Fargo made
public its uninvited merger proposal to First Interstate.

The exchange will be accounted for as a pooling of interests.  Therefore there
will be no additional goodwill and related amortization as a result of this
combination.  Consistent with the accounting requirements under a pooling of
interests, FBS will not purchase treasury shares under its existing
authorizations within 90 days of the consummation of the merger (e.g., in the
second and third quarters of 1996).  After that time, consistent with its prior
practice, FBS expects to resume its capital management program to manage future
excess capital.

The FBS and First Interstate transaction is subject to shareholder and
regulatory approvals and is expected to close in the second quarter of 1996.
Both companies have exemplary CRA records and do not expect an unduly difficult
regulatory review process.

 
The new institution, which will retain the First Interstate name, will have
$92.4 billion in assets, $7.3 billion in shareholders' equity and the largest
service territory west of the Mississippi, consisting of 7.6 million households,
1,514 branch locations and 4,692 ATMs in 21 states.  The merger is expected to
result in accretion to 1997 EPS of approximately 18 percent and a return on
common equity of approximately 26.5 percent.

John F. Grundhofer, 56, chairman, president and chief executive officer of First
Bank System, will become chairman and chief executive officer of the new First
Interstate.  First Interstate chairman and chief executive officer, William E.
B. Siart, 48, will serve as president and chief operating officer of the
combined companies.  Richard A. Zona, 51, FBS' vice chairman and chief financial
officer will serve in that capacity for the new First Interstate.  FBS vice
chairman of Retail Products and Technology, Philip G. Heasley, 46, also will
serve in that same capacity.  Linnet F. Deily, 50, who currently serves as chief
executive officer of First Interstate's Texas Region, will become vice chairman
of Retail Banking.  First Interstate chief executive officer of the California
Region, Bruce G. Willison, 47, will serve as vice chairman of Corporate Banking.

The new First Interstate will have its corporate headquarters in Minneapolis,
and will direct its core business lines--including Retail, Corporate, Private
Banking, Payment Systems, and Trust and Investment Management--from Los Angeles.
Reflective of the importance of Los Angeles to First Interstate, the institution
has committed itself to maintaining its strong level of community support.  The
20-member Board of Directors of the new institution will reflect equal
representation from both companies.

"Over the past five years, First Bank System has demonstrated the disciplines
that are necessary to successfully integrate 23 acquisitions and run a
multistate banking operation," Grundhofer said.  "With the strong board and
management support already in place for this merger, I am confident that we will
create immediate and long-term shareholder value for the stockholders of both
companies.

"The new First Interstate combines two of the most profitable banks in the
country, as measured by return on equity, a low cost structure and proven
expertise in mastering technology as a tool for enhancing both our customer
service and financial performance.  Our strategy going forward will rest on the
broad and solid foundation of our complementary operations and service
territories, our compatible, customer-driven cultures and focused products and
businesses."

Grundhofer said he expects the merger will result in an annual cost saving of
$500 million, or 22% of First Interstate's expenses, and that it will be 18%
accretive to earnings per share in the first full year of operations.
   
                                       2

 
Siart said: "This merger marks a bold new chapter for a bold new First
Interstate.  It is about creating long-term growth and profitability by
expanding our business through a compelling strategic fit.  It is not simply
about manufacturing gains from contraction and cost cutting alone--the formula
many are following in the industry consolidation we are seeing today.

"It also allows us to keep a major business presence in the City of Los Angeles
and maintain our commitment and strong support to the community, which has
always been our home and will remain the home of the core businesses upon which
First Interstate has built its success.

"We also expect the diverse and expanded interstate franchise resulting from
this merger to significantly insulate us from local or even regional economic
downturns and position us ideally to take advantage of the new era of interstate
branching.  Another significant advantage of our geographic diversity is the
ability to focus our cost reductions on staff and back office operations, thus
minimizing the impact on customers or any single market," Siart said.

With respect to the uninvited merger proposal by Wells Fargo & Co., Siart said:
"Well before the receipt of the Wells proposal, we had made significant progress
in our own process of exploring strategic alternatives and had established
important criteria against which to measure any particular alternative.  The
First Interstate board and management took the Wells Fargo proposal very
seriously.  Accordingly, I spoke with Paul Hazen numerous times in the past ten
days, including two face-to-face meetings.  We discussed the value of his
unsolicited offer and the many issues, including the pitfalls relating to the
successful implementation of a combination.

"After considering the hostile nature of the Wells approach, the difficulty of
executing the combination, the relatively high valuation of Wells' stock versus
all other bank stocks, including First Interstate stock, the somewhat
controversial purchase accounting treatment, and the significant job losses that
would occur in the California market--and after thoroughly reviewing alternative
opportunities--our board concluded that the First Bank System proposal
represents the best available alternative, even if Wells is prepared to increase
from .625 to .65 the number of Wells shares it would exchange for each First
Interstate share.  We have, therefore, rejected the riskier Wells Fargo offer.

"We believe Wells Fargo is a fine institution and look forward to continuing to
compete with them for the benefit of our respective customers, employees,
communities and the State of California and its economy.  I can understand that
Wells Fargo management may be disappointed by our board's decision, but we
expect that they, as professionals, will respect that decision," Siart said.
     
                                       3

 
The First Interstate Banks in 13 western states provide financial products and
services to customers through 1,148 offices.  These banks serve individuals,
small businesses, middle market companies and selected large corporations and
financial institutions primarily in the West.  Working together with Standard
Chartered Bank of London, First Interstate provides a variety of international
banking services and extends its reach to companies around the world.  First
Interstate provides quality financial products and services marketed at the
local level to nearly five million households in over 500 western communities.

First Bank System is a regional bank holding company headquartered in
Minneapolis.  The company provides complete financial services to individuals
and institutions through 8 banks, a savings association and other financial
companies with 366 offices, located primarily in the 11 states of Minnesota,
Colorado, North Dakota, South Dakota, Montana, Illinois, Wisconsin, Iowa,
Kansas, Nebraska and Wyoming.

NOTE: THERE WILL BE A TELEPHONE CONFERENCE CALL FOR THE NEWS MEDIA WITH MESSRS.
GRUNDHOFER AND SIART TODAY AT 1:15 P.M. EASTERN TIME.  TO GET ON THE LINE,
PLEASE CALL (212) 346-0236 AT LEAST 15 MINUTES PRIOR TO THE BEGINNING OF THE
CALL.
  

                                     # # #

                                       4

   
                                  FACTS ABOUT
                         THE NEW FIRST INTERSTATE BANK



                        FIRST BANK SYSTEM*      FIRST INTERSTATE BANK   COMBINED   PRO FORMA RANK
- -------------------------------------------------------------------------------------------------
                                                        
TOTAL ASSETS               $37,323                 $55,067               $92,390         9th
- -------------------------------------------------------------------------------------------------
MARKET CAP                  $7,005                  $9,726               $16,606         5th
- -------------------------------------------------------------------------------------------------
STATES SERVED           Minnesota               California              21 total
                        Colorado                Texas                   3 combined
                        North Dakota            Arizona
                        South Dakota            New Mexico
                        Montana                 Washington
                        Wisconsin               Oregon
                        Nebraska                Idaho
                        Wyoming                 Utah
                        Kansas                  Montana
                        Illinois                Wyoming
                        Iowa                    Colorado
                                                Nevada
                                                Alaska
- -------------------------------------------------------------------------------------------------
BRANCHES                       366                   1,148                 1,514
- -------------------------------------------------------------------------------------------------
RETAIL HOUSEHOLDS        3,123,000               4,500,000             7,623,000
- -------------------------------------------------------------------------------------------------
COMMERCIAL                 236,000                 226,000               462,000
CUSTOMERS
- -------------------------------------------------------------------------------------------------
ATMS                         2,896                   1,796                 4,692
- -------------------------------------------------------------------------------------------------
TOTAL DEPOSITS             $25,050                 $48,236               $73,286         6th
- -------------------------------------------------------------------------------------------------
TOTAL LOANS                $28,333                 $35,967               $64,300         7th
- -------------------------------------------------------------------------------------------------
TOP MARKETS             Minneapolis/St. Paul    Los Angeles             #1, 2 or
                        Denver                  Phoenix                 3 in 35
                        North Dakota            Houston                 of 83
                        Montana                 Portland                markets
                        Illinois                Seattle                 served
- -------------------------------------------------------------------------------------------------
* Pro Forma with FirsTier