SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 9, 1994
(Date of earliest event reported)
FIRST INTERSTATE BANCORP
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
95-1418530
1-4114 (I.R.S. Employer
(Commission File Number) Identification Number)
633 West Fifth Street 90054
P.O. Box 54068 (Zip Code)
Los Angeles, California
(Address of principal executive offices)
(213) 614-3001
(Registrant's telephone number, including area code)
Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, Registrant hereby amends Item 7(c), Financial
Statements, Pro Forma Financial Information and Exhibits, of its
Form 8-K dated March 25, 1995, to include in its entirety Exhibit
(c)(1), the Dealers Agreement dated as of December 9, 1994,
between the Registrant and the dealers named therein. The
complete text of Item 7, as amended, is as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
(1) Underwriting Agreement
Dealers Agreement dated as of December 9,
1994 (the "Dealer Agreement"), between the
Registrant and Chase Securities, Inc.,
Goldman, Sachs & Co., Goldman Sachs
International, Lehman Brothers Inc., Lehman
Brothers International (Europe), Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch International Limited, Morgan
Stanley & Co. Incorporated, Morgan Stanley &
Co. International Limited, Salomon Brothers
Inc., Salomon Brothers International Limited,
UBS Securities Inc. and UBS Limited. The
Dealer Agreement relates to the issuance and
sale from time to time by the Registrant of
up to $1,000,000,000 aggregate principal or
face amount (or the equivalent in foreign
currencies or currency units) of its Senior
Medium-Term Notes, Series A, and its
Subordinated Medium-Term Notes, Series D
under a Global Medium-Term Note Program.
(4) Instruments defining the rights of
security-holders
Forms of the Notes.
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SIGNATURES
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 thereunto duly authorized.
FIRST INTERSTATE BANCORP
(Registrant)
By Ann M. Coons
_______________________
Ann M. Coons
Senior Vice President and
Assistant Secretary
Dated: May 26, 1995
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Pages
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(1) Underwriting Agreement 5-72
Dealers Agreement dated as of December 9,
1994 (the "Dealer Agreement"), between
the Registrant and Chase Securities, Inc.,
Goldman, Sachs & Co., Goldman Sachs
International, Lehman Brothers Inc., Lehman
Brothers International (Europe), Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch International Limited, Morgan
Stanley & Co. Incorporated, Morgan Stanley
& Co. International Limited, Salomon
Brothers Inc., Salomon Brothers
International Limited, UBS Securities Inc.
and UBS Limited. The Dealer Agreement
relates to the issuance and sale from time
to time by the Registrant of up to
$1,000,000,000 aggregate principal or face
amount (or the equivalent in foreign
currencies or currency units) of its Senior
Medium-Term Notes, Series A, and its
Subordinated Medium-Term Notes, Series D
(together, the "Notes") under a Global
Medium-Term Note Program.
(4) Instruments defining the rights of Previously filed
security-holders with the Form 8-K
dated March 24,
Forms of the Notes. 1995
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FIRST INTERSTATE BANCORP
Global Medium-Term Note Program
DEALER AGREEMENT dated as of December 9, 1994 among
First Interstate Bancorp (the "Corporation") and the parties
listed on the signature pages hereto.
The Corporation intends to issue and sell from time to
time its Senior Medium-Term Notes, Series A (the "Senior
Notes") and its Subordinated Medium-Term Notes, Series D
(the "Subordinated Notes" and, together with the Senior
Notes, the "Notes") under a Global Medium-Term Note Program
(the "Program"), denominated in specified currencies or
currency units, with maturities of one month or longer from
the date of original issuance thereof and with aggregate
gross proceeds initially of up to U.S.$1,000,000,000 (or, in
the case of Notes denominated in another currency or
currency unit, the U.S. dollar equivalent thereof). This
Agreement amends and replaces the Purchase Agreement, dated
as of May 15, 1989, as amended on November 14, 1990 (as
amended, the "Prior Purchase Agreement"), between the
Corporation and certain of the Dealers, relating to the
Corporation's debt securities. The Corporation and such
Dealers jointly agree that the Prior Purchase Agreement
shall be replaced in its entirety by this Agreement, upon
the execution of this Agreement.
The Senior Notes will be issued from time to time in
accordance with an Indenture, dated as of July 1, 1982, as
amended by the First Supplemental Indenture, dated as of
February 5, 1986, and the Second Supplemental Indenture,
dated as of May 15, 1989 (together, as it may be
supplemented or amended from time to time, the "Senior
Indenture") between the Corporation and Bankers Trust
Company as trustee or any successor or replacement trustee
(the "Senior Trustee"). The Subordinated Notes will be
issued from time to time in accordance with an Indenture,
dated as of November 1, 1994 (as it may be supplemented or
amended from time to time, the "Subordinated Indenture")
between the Corporation and The First National Bank of
Chicago as trustee or any successor or replacement trustee
(the "Subordinated Trustee"). The Senior Indenture and the
Subordinated Indenture are collectively referred to herein
as the "Indentures" and each individually as an "Indenture."
The Senior Trustee and the Subordinated Trustee are
collectively referred to herein as the "Trustees" and each
individually as the "Trustee." The Notes are more fully
described in the Prospectus and the attached Prospectus
Supplement, as referred to below, and may be further
described either in amendments or supplements thereto,
including Pricing Supplements, as referred to below.
1. Representations and Warranties of the Corporation.
The Corporation represents and warrants to, and agrees with,
the Dealers (as defined below) as of the date hereof, as of
the Commencement Date (defined herein) and as of the times
referred to in Sections 7(a) and 7(b) hereof (the
Commencement Date and each such time being hereinafter
sometimes referred to as a "Representation Date"), that:
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(a) General. A registration statement on Form
S-3 with respect to the securities of the Corporation,
including the Notes, has been prepared and filed by the
Corporation in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the
rules and regulations (the "Rules and Regulations") of
the Securities and Exchange Commission (the
"Commission") thereunder, and has become effective
under the Act. Each Indenture has been qualified under
the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). As used in this Agreement (i)
"Registration Statement" means such registration
statement when it became effective under the Act, and
as from time to time amended or supplemented thereafter
(if any post-effective amendment to such registration
statement has been filed with the Commission prior to
the execution and delivery of this Agreement, the time
the most recent such amendment has been declared
effective by the Commission); (ii) "Basic Prospectus"
means the prospectus (including all documents
incorporated therein by reference) included in the
Registration Statement; (iii) "Prospectus" means the
Basic Prospectus (together with all documents
incorporated therein by reference) and any amendments
or supplements thereto (including the applicable
Pricing Supplement) relating to the Notes, as filed
with the Commission pursuant to paragraph (b) of Rule
424 of the Rules and Regulations and (iv) "Pricing
Supplement" means any supplement to the Prospectus
substantially in the form of Exhibit D hereto that sets
forth only the terms of a particular issue of Notes.
The Commission has not issued any order preventing or
suspending the use of the Prospectus. Any reference in
this Agreement to amending or supplementing the
Prospectus shall be deemed to include the filing of
materials incorporated by reference in the Prospectus
after the Commencement Date (defined herein) and any
reference in this Agreement to any amendment or
supplement to the Prospectus shall be deemed to include
any such materials incorporated by reference in the
Prospectus after the Commencement Date.
(b) Registration Statement, Prospectus and
Indentures: Contents. The Registration Statement and
each Prospectus conformed, and the Registration
Statement and each Prospectus will conform as of the
applicable Representation Date and at all times during
each period during which, in the opinion of counsel for
the Dealers, a prospectus relating to the Notes is
required to be delivered under the Act (each a
"Marketing Period"), in all material respects to the
requirements of the Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Trust
Indenture Act, and the rules and regulations of the
Commission under such Acts; each Indenture, including
any amendments and supplements thereto, conforms with
the requirements of the Trust Indenture Act and the
rules and regulations of the Commission thereunder; and
the Registration Statement and each Prospectus do not,
and will not as of the applicable Representation Date
and at all times during each Marketing Period, contain
any untrue statement of a material fact or omit to
state any material fact required to be stated therein
or necessary to make the statements therein not
misleading; provided, however, that the Corporation
makes no representation or warranty as to information
contained in or omitted from the Registration Statement
or any Prospectus in reliance upon and in conformity
with written information furnished to the Corporation
by any of the Trustees or Dealers specifically for
inclusion therein
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or to any statements in or omissions from the statement
of eligibility and qualification on Form T-1 (the "Form
T-1") of each of the Trustees under the Trust Indenture
Act.
(c) No Defaults. The Corporation is not in
violation of its certificate of incorporation or by-
laws or in default under any agreement, indenture or
instrument, the effect of which violation or default
would be material to the Corporation; the execution,
delivery and performance of this Agreement, the
Indentures, the Notes, and each applicable Principal
Purchase Agreement, if any, and compliance by the
Corporation with the provisions of the Notes and the
Indentures have been duly authorized by all necessary
corporate action and will not conflict with, result in
the creation or imposition of any lien, charge or
encumbrance upon any of the assets of the Corporation
pursuant to the terms of, or constitute a default
under, any agreement, indenture or instrument, or
result in a violation of the certificate of
incorporation or by-laws of the Corporation or any
order, rule or regulation of any court or governmental
agency having jurisdiction over the Corporation or its
properties, the effect of which would be material to
the Corporation; and except as required by the Act, the
Trust Indenture Act, the Exchange Act and applicable
state securities laws, no consent, authorization or
order of, or filing or registration with, any court or
governmental agency is required for the execution,
delivery and performance of the transactions
contemplated by this Agreement, the Notes, each
applicable Principal Purchase Agreement, if any, or the
Indentures.
(d) Material Changes or Material Transactions.
Except as described in the Registration Statement and
each Prospectus, (i) there has not been any material
adverse change in, or any adverse development which
materially affects, the business, properties, condition
(financial or other), results of operations or
prospects of the Corporation, and (ii) there has been
no material transaction entered into by the Corporation
other than those in the ordinary course of business.
(e) Accountants. To the best of the
Corporation's knowledge, Ernst & Young LLP, whose
report appears in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993, which
is incorporated by reference in each Prospectus, are
independent public accountants with respect to the
Corporation as required by the Act and the Rules and
Regulations.
(f) Validity of the Indentures and the Notes.
(i) Each of the Indentures has been duly authorized,
executed and delivered by the Corporation and
constitutes the valid and legally binding obligation of
the Corporation, enforceable in accordance with its
terms; (ii) the Notes have been validly authorized for
issuance and sale pursuant to this Agreement and, when
the terms of the Notes and of their issue and sale have
been duly established in accordance with the applicable
Indenture and this Agreement so as not to violate any
applicable law or agreement or instrument binding on
the Corporation, and the Notes have been duly executed,
authenticated, delivered and paid for as provided in
this Agreement and the applicable Indenture, the Notes
will be validly issued and outstanding, and will
constitute valid and legally binding obligations of the
Corporation entitled to the benefits of the applicable
Indenture and enforceable in accordance with their
terms and the terms of the applicable Indenture;
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and (iii) the Notes and the Indentures conform to the
descriptions thereof contained in each Prospectus. The
validity, enforceability and legally binding nature of
the Indentures and the Notes are subject to the effects
of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally,
general equitable principles (regardless of whether
such enforceability is considered in a proceeding in
equity or at law) and an implied covenant of good faith
and fair dealing.
(g) Due Incorporation and Qualification. The
Corporation has been duly incorporated, is validly
existing and in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to do
business and in good standing as a foreign corporation
in each jurisdiction in which its ownership of
properties or the conduct of its businesses requires
such qualification (except where the failure to obtain
such qualification would not have a material adverse
effect on the Corporation), and has the power and
authority necessary to own or hold its properties and
to conduct the businesses in which it is engaged, as
described in each Prospectus. First Interstate Bank of
California, a California chartered bank, holds valid
articles of incorporation from the Secretary of State
of California pursuant to the Corporations Code of
California and a valid certificate of authorization
from the Superintendent of Banking of California and
can do business as a valid California banking
association; and each of First Interstate Bank of
Oregon, N.A., First Interstate Bank of Arizona, N.A.,
and First Interstate Bank of Texas, N.A. (together with
First Interstate Bank of California, the "Principal
Subsidiaries") has been duly organized under the laws
of its respective jurisdiction of organization, and
unless otherwise disclosed in the Registration
Statement or Prospectus the Corporation has valid and
unencumbered title to all shares of capital stock of
the Principal Subsidiaries (other than directors'
qualifying shares), except for pledges to secure
extensions of credit by any bank subsidiary to the
Corporation or any other subsidiary.
(h) Ownership of Property. The Corporation owns,
or has valid rights to use, all items of real and
personal property which are material to the business of
the Corporation, free and clear of all liens,
encumbrances and claims which may materially interfere
with the business, properties, financial condition or
results of operations of the Corporation.
(i) Legal Proceedings. Except as described in
each Prospectus, there is no material litigation or
governmental proceeding pending or, to the knowledge of
the Corporation, threatened against the Corporation
which might result in any material adverse change in
the condition (financial or other), results of
operations, business, property, or prospects of the
Corporation or which is required to be disclosed in the
Registration Statement.
(j) Financial Statements. The audited financial
statements included or incorporated by reference in
each Prospectus present and will present as of the
applicable Representation Date and at all times during
each Marketing Period, fairly, the financial condition,
results of operations, changes in stockholders' equity
and cash flows of the entities purported to be shown
thereby in conformity with generally
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accepted accounting principles, at the dates and for
the periods indicated, and have been, and will be as of
the applicable Representation Date and at all times
during each Marketing Period, prepared in conformity
with generally accepted accounting principles applied
on a consistent basis throughout the period or periods
involved; and the supporting schedules included or
incorporated by reference in each Prospectus present,
and will present as of the applicable Representation
Date and at all times during each Marketing Period,
fairly the information required to be stated therein.
The unaudited financial statements of the Corporation,
if any, and the related notes, included or incorporated
by reference in each Prospectus present fairly and will
present fairly at all times during each period
specified in Section 5(c) hereof the financial position
of the Corporation at the dates and for the periods
indicated in conformity with generally accepted
accounting principles (except for the absence of notes)
applied on a consistent basis throughout the periods
shown, subject to normally recurring changes, and
prepared in accordance with the instructions to
Form 10-Q.
(k) Documents Incorporated by Reference. The
documents incorporated by reference into any Prospectus
have been, and will be as of the applicable
Representation Date and at all times during each
Marketing Period, prepared by the Corporation in
conformity in all material respects with the applicable
requirements of the Act and the Rules and Regulations
and the Exchange Act and the rules and regulations of
the Commission thereunder; and none of such documents
contained, or will contain as of the applicable
Representation Date and at all times during each
Marketing Period, an untrue statement of a material
fact or omitted, or will omit, to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; and such documents
have been, or will be, as of the applicable
Representation Date and at all times during each
Marketing Period, timely filed as required thereby.
(l) Exhibits to Registration Statement. There
are no contracts or other documents which are required
to be filed as exhibits to the Registration Statement
by the Act or by the Rules and Regulations, or which
were required to be filed as exhibits to any document
incorporated by reference in any Prospectus by the
Exchange Act or the rules and regulations of the
Commission thereunder, which have not been filed as
exhibits to the Registration Statement or to such
document or incorporated therein by reference as
permitted by the Rules and Regulations or the rules and
regulations of the Commission under the Exchange Act,
as the case may be.
(m) Licenses, Approvals and Consents. The
Corporation has all licenses, approvals and consents
for the conduct of its business the failure of which to
have would have a material adverse effect on the
business, properties, financial condition or results of
operations of the Corporation.
(n) Investment Company Act. The Corporation is
not required to register under the provisions of the
Investment Company Act of 1940, as amended (the
"Investment Company Act), and no action need be taken
with respect to or under the Investment Company Act by
reason of the issuance of the Notes by the Corporation.
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(o) Rating. The Notes have been rated by a
"nationally recognized statistical rating organization"
(as that term is defined by the Commission for purposes
of Rule 436(g)(2) under the Act), including one or both
of Moody's Investors Service, Inc. and Standard &
Poor's Corporation.
(p) Doing Business with Cuba. The Corporation
confirms as of the date hereof, and each acceptance by
the Corporation of an offer to purchase Notes will be
deemed to be an affirmation, that the Corporation is in
compliance with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure
of Doing Business with Cuba, and the Corporation
further agrees that if it commences engaging in
business with the government of Cuba or with any person
or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective
with the Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date
is later, or if the information reported in the
Prospectus, if any, concerning the Corporation's
business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the
Corporation will provide the Department notice of such
business or change, as appropriate, in a form
acceptable to the Department.
(q) True and Complete Documents. The
certificates delivered pursuant to paragraph (f) of
Section 5 hereof and all other documents delivered by
the Corporation or its representatives in connection
with the issuance and sale of the Notes were on the
dates on which they were delivered, or will be on the
dates on which they are to be delivered, true and
complete in all material respects.
2. Commencement. The documents required to be
delivered under Section 6 hereof shall be delivered at the
offices of the Corporation, 633 West Fifth Street, Los
Angeles, California 90071, United States of America, on the
date hereof, or at such other time as the Dealers party
hereto on the date hereof and the Corporation may agree in
writing (the Commencement Date").
3. Appointment of Dealers. Subject to the terms and
conditions stated herein, the Corporation hereby appoints
each of the Dealers as agent of the Corporation, for the
purpose of soliciting offers to purchase Notes generally or
with respect to a particular issue of Notes, and each Dealer
hereby severally agrees to solicit offers to purchase Notes
in accordance with the provisions of Section 4(a) hereof.
In addition, the Corporation hereby appoints the Dealers as
dealers, for the purpose of purchasing Notes as principal
(on either a non-syndicated or a syndicated basis) for
resale to others pursuant to a Principal Purchase Agreement
(as defined below) or otherwise in accordance with the
provisions of Section 4(c) hereof.
The Corporation reserves the right to sell Notes
directly to investors on its own behalf (if in accordance
with applicable law) or through other agents, dealers or
underwriters and to appoint other parties to act as Dealers
hereunder as follows. If such other agent, dealer or
underwriter is to be named a Dealer, it will be required to
deliver to the Corporation a letter
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substantially in the form of Exhibit A-1 hereto, and the
Corporation will deliver (i) copies of the documents
referred to in such letter and (ii) a confirmation
substantially in the form of Exhibit A-2 hereto, whereupon
such agent, dealer or underwriter shall become a party to
this Agreement as a Dealer vested with all authority,
rights, powers, duties and obligations as if originally
named as a Dealer hereunder. The Corporation will notify
the Dealers (other than any Dealer(s) appointed solely in
connection with a particular issue of Notes in accordance
with the next sentence) of its appointment of such other
agents, dealers or underwriters. If such other agent,
dealer or underwriter is to be appointed by the Corporation
solely in connection with a particular issue of Notes, and
such Notes are to be purchased on a non-syndicated basis,
the Corporation will deliver to such agent, dealer or
underwriter a letter substantially in the form of Exhibit B
hereto and copies of the documents referred to in such
letter, and such agent, dealer or underwriter shall be
required to confirm to the Corporation its acceptance of
such letter. As used in this Agreement, the terms "Dealer"
and "Dealers" may refer, as the context may require, to
(i) any or all of the Dealers initially appointed pursuant
to the first paragraph of this Section 3 (and whose
appointment shall continue in effect), or pursuant to the
second sentence of this paragraph and/or (ii) other agents,
dealers or underwriters appointed by the Corporation solely
in connection with a particular issue of Notes.
4. Distribution and Marketing of Notes. Unless
otherwise agreed or unless applicable law or directive in
the relevant jurisdiction otherwise prescribes, each Dealer
is authorized to solicit offers to purchase Notes
denominated in U.S. dollars or in any other currency,
subject to compliance with applicable laws and regulations.
Notes will be in such denominations as may be agreed between
the Corporation and the relevant Dealer(s) and specified in
the applicable Pricing Supplement, subject to applicable
laws and regulations and to any relevant regulatory
authority. Each Dealer shall communicate to the
Corporation, orally or in writing, each offer to purchase
Notes received by it as agent that in such Dealer's
reasonable judgment should be considered by the Corporation.
The Corporation shall have the sole right to accept offers
to purchase Notes and may reject any offer in whole or in
part, and any such rejection shall not be deemed a breach of
the Corporation's agreements contained herein. Each Dealer
shall have the right to reject any offer to purchase Notes
that such Dealer reasonably considers to be unacceptable,
and any such rejection shall not be deemed a breach of such
Dealer's agreements contained herein.
(a) Solicitations as Agent. In connection with
each Dealer's respective actions as a Dealer hereunder,
each of the Dealers (other than agents, dealers or
underwriters appointed as Dealers solely in respect of
a particular issue of Notes), severally and not
jointly, will use such efforts to solicit offers to
purchase Notes as are consistent with best market
practice in the U.S. and international securities
markets.
In soliciting offers to purchase the Notes as
agent, each Dealer is acting solely as agent for the
Corporation, and not as principal, and does not assume
any obligation towards or relationship of agency or
trust with any purchaser of Notes. Each Dealer shall
make reasonable efforts to assist the Corporation in
obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by such Dealer and
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accepted by the Corporation, but such Dealer shall not
have any liability to the Corporation in the event any
such purchase is not consummated for any reason. If
the Corporation shall default in its obligation to
deliver Notes to a purchaser whose offer it has
accepted, the Corporation shall hold such Dealer
harmless against any loss, claim, damage or liability
arising from or as a result of such default and shall,
in particular, pay to such Dealer the commission such
Dealer would have received had such sale been
consummated.
The Corporation agrees to pay to each Dealer, as
consideration for the sale of each Note and receipt of
payment therefor resulting from a solicitation made by
such Dealer, a commission in accordance with the
commission schedule set forth in Schedule 1 hereto,
unless otherwise agreed.
(b) Suspension of Solicitation of Offers. The
Corporation reserves the right, in its sole discretion,
to instruct the Dealers to suspend at any time, for any
period of time or permanently, the solicitation of
offers to purchase Notes. Upon receipt of notice from
the Corporation, each Dealer will forthwith suspend
solicitations of offers to purchase Notes from the
Corporation until such time as the Corporation has
advised the Dealers that such solicitation may be
resumed. During the period of time that such
solicitation is suspended, the Corporation shall not be
required to deliver any certificates, opinions or
letters in accordance with Section 7; provided,
however, that if any of the amendments or filings which
require the delivery of such certificates, opinions or
letters in Section 7 shall have been made during the
period of suspension, no Dealer shall be required to
resume soliciting offers to purchase Notes until the
Corporation has delivered such certificates, opinions
and letters.
(c) Purchases as Principal. Each sale of Notes
directly to a Dealer or Dealers as principal for resale
to others shall be made in accordance with the terms
contained herein and (if the Corporation and such
Dealer or Dealers shall agree) in a separate agreement
satisfactory to the Corporation and such Dealer or
Dealers that will provide for the sale of such Notes to
and the purchase and re-offering thereof by such Dealer
or Dealers. Each such separate agreement between a
Dealer and the Corporation may be a written agreement
(a "Principal Purchase Agreement") or an oral
agreement. A Dealer's commitment to purchase Notes as
principal shall be deemed to have been made on the
basis of the representations, warranties and agreements
of the Corporation contained herein, and in any
applicable written Principal Purchase Agreement, and
shall be subject to the terms and conditions herein and
therein set forth.
Unless otherwise agreed, the agreement for Notes
issued on a syndicated basis (a "Syndicated Offering")
shall be in substantially the form of the
Terms/Syndication Agreement set forth as Exhibit C-1
hereto. The Corporation may from time to time issue
Notes on a syndicated basis to two or more Dealers
and/or two or more other underwriters appointed
pursuant to a Terms/Syndication Agreement, provided
that any such other underwriters agree to be bound by
all applicable provisions of this Agreement and such
Terms/Syndication Agreement in respect of such issue
and purchase of Notes.
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Unless otherwise agreed, the Principal Purchase
Agreement for Notes purchased as principal for resale
to others not made on a syndicated basis (a "Principal
Trade") shall be in substantially the form of the
Principal Purchase Letter set forth as Exhibit C-2
hereto.
(d) Selling and Other Restrictions. Each Dealer,
and the Corporation in connection with sales of Notes
by it or through other agents, dealers or underwriters,
agrees that in connection with offers or sales of
Notes, it is familiar with and will observe the
restrictions on the offering, sale and delivery of
Notes and distribution of offering materials relating
to Notes as set out in Exhibit E hereto, or as
otherwise agreed by the Corporation and the relevant
Dealer or Dealers in respect of a particular issue of
Notes.
The Corporation shall submit (or cause the
submission of) such reports and information and shall
make (or cause to be made on its behalf) such
registrations and filings as may be required for
compliance with such laws, regulations and guidelines,
subject to the supervision of such governmental or
other regulatory authority or central bank, as such
laws, regulations or guidelines may be modified from
time to time.
5. Covenants of the Corporation. The Corporation
covenants with the Dealers that:
(a) Delivery of Signed Registration Statement.
To furnish (to the extent that it has not already done
so) to Sullivan & Cromwell, counsel for the Dealers,
one signed copy of the Registration Statement as
originally filed and each amendment or supplement
thereto.
(b) Delivery of Other Documents. To deliver
promptly to the Dealers, and in such number as they may
request, each of the following documents: (i) conformed
copies of the Registration Statement (excluding
exhibits other than the computation of the ratio of
earnings to fixed charges, the Indentures, this
Agreement and such other exhibits that the Dealers may
request), (ii) the Prospectus and (iii) any documents
incorporated by reference in the Prospectus.
(c) Revisions to Prospectus - Material Changes.
Within the period during which the Program is
maintained, the Corporation will comply with all
requirements imposed upon the Corporation by the Act,
as now and hereafter amended, and by the Rules and
Regulations, as from time to time in force, so far as
necessary to permit the continuance of sales of or
dealings in the Notes as contemplated by the provisions
hereof and by the Prospectus. If, during any Marketing
Period, any event occurs as a result of which the
Prospectus would include an untrue statement of a
material fact or omit to state any material fact
necessary to make the statements therein, in the light
of circumstances under which they were made, not
misleading, or if it is necessary at any time to amend
any Prospectus to comply with the Act or the Rules and
Regulations, to notify all of the Dealers that are
parties to this Agreement (and any other Dealer
appointed in connection with a particular issue of
Notes which has not
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<PAGE> 14
yet settled or, in the case of a Syndicated Offering,
as to which such Dealer's allotment has not yet been
sold), promptly, in writing, to suspend solicitation of
purchases of the Notes; and if the Corporation shall
decide to amend or supplement the Registration
Statement or any Prospectus, to promptly advise such
Dealers by telephone (with confirmation in writing) and
to promptly, in writing, prepare and file with the
Commission an amendment or supplement which will
correct such statement or omission or an amendment
which will effect such compliance; provided, however,
that if during the period referred to above any Dealer
shall own any Notes which it has purchased from the
Corporation as principal with the intention of
reselling them, the Corporation shall promptly prepare
and timely file with the Commission any amendment or
supplement to the Registration Statement or any
Prospectus that may, in the judgment of the Corporation
or the Dealers, be required by the Act or requested by
the Commission.
(d) Commission Filings. To timely file with the
Commission during any Marketing Period, all documents
(and any amendments to previously filed documents)
required to be filed by the Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.
(e) Copies of Filings with Commission. Prior to
or at the time of filing with the Commission during any
Marketing Period, (i) any amendment or supplement to
the Registration Statement, (ii) any amendment or
supplement to any Prospectus or (iii) any document
incorporated by reference in any of the foregoing or
any amendment of or supplement to any such incorporated
document, to furnish a copy thereof to the Relevant
Dealers.
(f) Notice to Dealers of Certain Events. To
advise immediately (x) the relevant Dealer(s) when any
Pricing Supplement shall have been filed and (y) all of
the Dealers that are parties to this Agreement (and any
other Dealer appointed in connection with a particular
issue of Notes which has not yet settled or, in the
case of a Syndicated Offering, as to which such
Dealer's allotment has not yet been sold) (i) when any
post-effective amendment to the Registration Statement
relating to or covering the Notes becomes effective,
(ii) of any request or proposed request by the
Commission for an amendment or supplement to the
Registration Statement, to any Prospectus, to any
document incorporated by reference in any of the
foregoing or for any additional information, (iii) of
the issuance by the Commission of any stop order
suspending the effectiveness of the Registration
Statement or any part thereof or any order directed to
any Prospectus or any document incorporated therein by
reference or the initiation or threat of any stop order
proceeding or of any challenge to the accuracy or
adequacy of any document incorporated by reference in
any Prospectus, (iv) of receipt by the Corporation of
any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction
or the initiation or threat of any proceeding for that
purpose, (v) of any downgrading in the rating of the
Notes or any other debt securities of the Corporation,
or any proposal to downgrade the rating of the Notes or
any other debt securities of the Corporation, by any
"nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act),
or any public announcement that any such organization
has under
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<PAGE> 15
surveillance or review its rating of any debt
securities of the Corporation (other than an
announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading
of such rating) as soon as the Corporation learns of
any such downgrading, proposal to downgrade or public
announcement and (vi) of the happening of any event
which makes untrue any statement of material fact made
in the Registration Statement or any Prospectus or
which requires the making of a change in the
Registration Statement or any Prospectus in order to
make any material statement therein not misleading.
(g) Stop Orders. If, during any Marketing
Period, the Commission shall issue a stop order
suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain
the lifting of that order at the earliest possible
time.
(h) Earnings Statements. As soon as practicable,
but not later than 18 months, after the date of each
acceptance by the Corporation of an offer to purchase
Notes hereunder, to make generally available to its
United States security holders an earnings statement
covering a period of at least 12 months beginning after
the later of (i) the effective date of the Registration
Statement, (ii) the effective date of the most recent
post-effective amendment to the Registration Statement
to become effective prior to the date of such
acceptance and (iii) the date of the Corporation's most
recent Annual Report on Form 10-K filed with the
Commission prior to the date of such acceptance which
will satisfy the provisions of Section 11(a) of the Act
(including, at the option of the Corporation, Rule 158
of the Rules and Regulations under the Act).
(i) Copies of Reports, Releases and Financial
Statements. So long as any of the Notes are
outstanding, to furnish to the Dealers, not later than
the time the Corporation makes the same available to
others, copies of all public reports or releases and
all reports and financial statements furnished by the
Corporation to any securities exchange on which the
Notes are listed pursuant to requirements of or
agreements with such exchange or to the Commission
pursuant to the Exchange Act or any rule or regulation
of the Commission thereunder.
(j) Blue Sky Qualifications. To use its best
efforts to arrange for the qualification of the Notes
for sale under the laws of such jurisdictions as the
Dealers may designate and will continue such
qualifications in effect so long as required for the
distribution, and the Corporation will use its best
efforts to arrange for the determination of their
eligibility for investment by institutional investors;
provided, however, that the Corporation shall not be
required to qualify to do business in any jurisdiction
where it is not now qualified or to take any action
which would subject it to general or unlimited service
of process in any jurisdiction where it is not now
subject.
(k) Holdback. Between the date of a Principal
Purchase Agreement and the date of delivery of the
Notes with respect thereto, the Corporation will not,
without the prior written consent of the Dealers that
are parties to such Principal Purchase Agreement, offer
or sell, or enter into any agreement to sell, an
aggregate principal amount of $50,000,000 or more of
any debt securities of the Corporation substantially
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<PAGE>
<PAGE> 16
similar to the Notes which are to be sold pursuant to
such Principal Purchase Agreement (other than such
Notes and commercial paper sold in the ordinary course
of business), except as may otherwise be provided in
any such Principal Purchase Agreement.
(l) Pricing Supplement. To prepare, with respect
to any Notes to be sold through or to the Dealers
pursuant to this Agreement, a Pricing Supplement with
respect to such Notes in the form of Exhibit D hereto
or in a form previously approved by the Dealers and to
file such Pricing Supplement timely pursuant to
Rule 424 under the Act with the Commission.
(m) Listing of the Notes. The Corporation
confirms that it has made an initial application for
the listing of the Notes (other than unlisted Notes to
be issued under the Program) on the Luxembourg Stock
Exchange and shall cause an application to be made for
the listing of any Notes to be listed on such other
Stock Exchange as the Corporation and the Relevant
Dealers may agree (collectively, the "Stock Exchanges")
on or prior to the relevant Settlement Date. In
connection with such application in respect of any
Notes which are intended to be so listed, the
Corporation shall endeavor to obtain the listing as
promptly as practicable and the Corporation shall
furnish or procure to be furnished to each such Stock
Exchange all documents, instruments, information and
undertakings and publish all advertisements or other
material that may be necessary or advisable in order to
effect or maintain such listings, and shall cause such
listing or listings to be continued so long as any
Notes issued under the Program remain outstanding (or,
in the case of a listing on a particular stock exchange
of a particular issue of Notes, so long as any Notes in
such issue of Notes remain outstanding); provided,
however, that if, in the opinion of the Corporation,
the continuation of any such listing shall become
unduly onerous, then the Corporation may delist any
issue of Notes from any such Stock Exchange, in which
case the Corporation will use its best efforts to
obtain the listing of such issue of Notes on another
recognized stock exchange reasonably acceptable to the
Dealers.
6. Conditions to Dealer's Obligations. The
obligations of each Dealer to offer or distribute the Notes
or deal in the Notes on the secondary market shall be
subject to the condition that, at and as of (i) the
Commencement Date (but only if the Dealer is a party hereto
on the Commencement Date), (ii) the date of agreement with
the Corporation as to the sale and purchase of a particular
issue of Notes and (iii) the date of sale and purchase of a
particular issue of Notes (a "Settlement Date"), all
representations and warranties and other statements of the
Corporation herein are true and correct, to the condition
that the Corporation shall have performed all of its
obligations theretofore to be performed hereunder and under
any applicable Principal Purchase Agreement, and to the
following additional conditions:
(a) Registration Statement. No stop order
suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have
been issued and no proceedings for that purpose shall
have been instituted or threatened; any request of the
Commission for additional information shall have been
complied with to the
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<PAGE>
<PAGE> 17
satisfaction of the Relevant Dealer; and any Pricing
Supplement shall have been filed pursuant to the
applicable provision of Rule 424(b) under the Act
within the applicable time period prescribed for such
filing by the Rules and Regulations and in accordance
with Section 4(c) of this Agreement. For purposes
hereof, "Relevant Dealer" shall mean the Dealer(s)
party to a Principal Purchase Letter, in the case of a
Principal Trade, or the lead manager, in the case of a
Syndicated Offering.
(b) No Suspension of Sale of the Notes. No order
suspending the sale of the Notes in any jurisdiction
designated by the Relevant Dealer pursuant to Section
5(j) hereof shall have been issued, and no proceeding
for that purpose shall have been initiated or
threatened.
(c) No Material Omissions or Untrue Statements.
No Dealer shall have advised the Corporation that the
Registration Statement or the Prospectus, or any
amendment or supplement thereto, contains an untrue
statement of fact which, in the opinion of the Relevant
Dealer, is material, or omits to state a fact which, in
the opinion of the Relevant Dealer, is material and is
required to be stated therein or is necessary to make
the statements therein, in light of the circumstances
under which they are made, not misleading.
(d) Opinion of Counsel to the Corporation. At
the Commencement Date, the Dealers shall have received
the opinion, addressed to the Dealers and dated the
Commencement Date, of William J. Bogaard, Esq., General
Counsel, or Edward S. Garlock, Esq., Group General
Counsel, for the Corporation, in form and substance
reasonably satisfactory to the Dealers and counsel, to
the effect that:
(i) The Corporation has been duly
incorporated and is validly existing as a
corporation in good standing under the laws of the
State of Delaware, with corporate power and
authority to own its properties and conduct its
business as described in the Prospectus as amended
or supplemented;
(ii) The Registration Statement has
become effective under the Act, and, to the best
of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration
Statement has been issued and no proceedings for
that purpose have been instituted or are pending
or contemplated under the Act, and the
Registration Statement, as of its effective date,
and the Prospectus, as of its date, and any
amendment or supplement to the Registration
Statement or Prospectus, as of its date, complied
as to form in all material respects with the
requirements of the Act, the Trust Indenture Act
(to the extent applicable) and the rules and
regulations thereunder; such counsel has no reason
to believe and does not believe that such
Registration Statement, Prospectus and documents
incorporated by reference therein, each Prospectus
or Registration Statement considered as a whole
together with the documents incorporated therein
by reference as of the effective date of the
Registration Statement, contained any untrue
statement of a material fact or omitted to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, and the Prospectus as amended or
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<PAGE>
<PAGE> 18
supplemented and the documents incorporated by
reference therein, each Prospectus considered as a
whole together with the documents incorporated by
reference therein as of the date of the most
recent amendment or supplement to the Prospectus,
do not contain any untrue statement of a material
fact or omit to state a material fact required to
be stated therein or necessary to make the
statements therein, in light of the circumstances
under which they were made, not misleading; the
descriptions of statutes, legal and governmental
proceedings and contracts in the Registration
Statement, the Prospectus and any amendment or
supplement thereto, and in the documents
incorporated therein by reference, and the
description of the Notes in the Registration
Statement and the Prospectus as amended or
supplemented are accurate and fairly present the
information required to be shown; it being
understood that except as specifically provided,
such counsel does not assume any responsibility
for the accuracy or fairness of the statements
made in the Registration Statement or Prospectus
or any amendment or supplement thereto and that
such counsel need express no opinion as to the
financial statements or other financial data
contained or incorporated by reference in the
Registration Statement or the Prospectus or any
amendment or supplement thereto;
(iii) Each Indenture has been duly
authorized by all necessary corporate action on
the part of the Corporation, has been duly
executed and delivered by the Corporation and
constitutes a legally valid and binding obligation
of the Corporation, enforceable in accordance with
its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganizations and other
laws of general applicability relating to or
affecting creditors' rights and to general equity
principles; and each Indenture has been duly
qualified under the Trust Indenture Act;
(iv) Each of the two series of Notes has
been duly authorized by all necessary corporate
action on the part of the Corporation; when the
Notes have been duly executed, issued and
delivered by the Corporation and duly
authenticated by the applicable Trustee they will
constitute, upon due execution, authentication,
issuance and delivery, legally valid and binding
obligations of the Corporation, enforceable in
accordance with their respective terms, subject,
as to enforcement, to bankruptcy, insolvency,
reorganizations and other laws of general
applicability relating to or affecting creditors'
rights and to general equity principles;
(v) Neither the execution and delivery
of the Senior Indenture, the Subordinated
Indenture, this Agreement, the Calculation Agent
Agreement or the Notes, nor consummation of the
transactions therein contemplated nor compliance
with the terms and provisions thereof will
conflict with or result in a breach of any of the
terms, conditions or provisions of the Certificate
of Incorporation or By-Laws of the Corporation or
of any agreement or instrument known to such
counsel to which the Corporation is a party or by
which the Corporation is bound, or constitute a
default thereunder, or result in the creation or
imposition of a lien, charge or encumbrance of any
nature
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<PAGE>
<PAGE> 19
whatsoever upon any of the properties or assets of
the Corporation under any such agreement or
instrument, it being understood that such counsel
need not express any opinions as to state Blue Sky
or securities laws;
(vi) This Agreement, any Principal
Purchase Agreement and any Calculation Agent
Agreement have been duly authorized by all
necessary corporate action on the part of the
Corporation and this Agreement has been duly
executed and delivered by the Corporation;
(viii) First Interstate Bank of
California, a California chartered bank, holds
valid articles of incorporation from the Secretary
of State of California pursuant to the
Corporations Code of California and a valid
certificate of authorization from the
Superintendent of Banking of California and can do
business as a valid California banking
association; and each of First Interstate Bank of
Oregon, N.A., First Interstate Bank of Arizona,
N.A., and First Interstate Bank of Texas, N.A.
(together with First Interstate Bank of
California, the "Principal Subsidiaries") has been
duly organized under the laws of its respective
jurisdiction of organization, and, unless
otherwise disclosed in the Registration Statement
or Prospectus, the Corporation has valid and
unencumbered title to all shares of capital stock
of the Principal Subsidiaries (other than
directors' qualifying shares), except for pledges
to secure extensions of credit by any bank
subsidiary to the Corporation or any other
subsidiary; and
(ix) Except as reflected in such opinion,
no consent, approval, authorization or other order
of or filing with any regulatory authority or
other governmental body of the United States of
America is required for the execution and delivery
of either Indenture, the issuance and sale of the
Notes by the Corporation pursuant to this
Agreement or any Principal Purchase Agreement or
consummation by the Corporation of the
transactions contemplated by either Indenture, the
Notes, this Agreement and any Principal Purchase
Agreement.
In rendering his opinion pursuant to this
paragraph (d), such counsel may rely, as to all matters
governed by New York law, on the opinion of Sullivan &
Cromwell referred to below, and, in rendering the
opinion set forth in clauses (iii) and (iv) above, such
counsel may state that he is expressing no opinion as
to the availability of equitable remedies and may
advise that a California court may not strictly enforce
certain covenants of the Indentures or the Notes or
allow acceleration of the due date of the Notes if it
concludes such enforcement or acceleration would be
unreasonable under the then existing circumstances
although, in his opinion, acceleration would be
available if an event of default occurs as a result of
a material breach of a material covenant contained in
the applicable Indenture or the Notes.
(e) Opinion of Counsel to the Dealers. The
Dealers shall have received from Sullivan & Cromwell,
counsel to the Dealers, such opinion or opinions, dated
the Commencement Date, with respect to the issuance and
sale of the Notes, the
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<PAGE>
<PAGE> 20
Indentures, the Registration Statement, the Prospectus
and other related matters as the Dealers may reasonably
require, and the Corporation shall have furnished to
such counsel such documents as they may request for the
purpose of enabling them to pass upon such matters.
(f) Officers' Certificate. The Corporation shall
have furnished to the Dealers on the Commencement Date
a certificate, dated the Commencement Date, of its
Chairman, or any Senior or Executive Vice President and
a principal financial or accounting officer of the
Corporation, in which such officers, to the best of
their knowledge after reasonable investigation, shall
state that the representations and warranties of the
Corporation in this Agreement are true and correct in
all material respects on and as of such Commencement
Date with the same effect as if made on such
Commencement Date, that the Corporation has complied
with all Agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to such
Commencement Date, that no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted and are pending or, to their knowledge,
threatened as of such date, and that, subsequent to the
dates of the most recent financial statements included
or incorporated by reference in the Prospectus, there
has been no material adverse change in the financial
position or results of operations of the Corporation
and its subsidiaries, viewed as a whole, except as set
forth or contemplated in the Prospectus or as described
in such certificate.
(g) Accountant's Letter. The Corporation shall
have furnished to the Dealers on the Commencement Date
a letter of Ernst & Young LLP, addressed jointly to the
Corporation and the Dealers and dated the Commencement
Date, of the type described in the American Institute
of Certified Public Accountants' Statement on Auditing
Standards No. 72, in form and substance reasonably
satisfactory to the Dealers confirming that they are
independent accountants within the meaning of the Act
and the applicable published Rules and Regulations
thereunder and stating in effect that:
(i) In their opinion, the financial
statements and schedules examined by them and
included in the prospectus contained in the
Registration Statement comply in form in all
material respects with the applicable accounting
requirements of the Act and the related published
Rules and Regulations;
(ii) They have made a review of any
unaudited financial statements included in the
Prospectus in accordance with standards
established by the American Institute of Certified
Public Accountants, as indicated in their report
or reports attached to such letter;
(iii) On the basis of the review referred to
in (ii) above and a reading of the latest
available interim financial statements of the
Corporation, inquiries of officials of the
Corporation who have responsibility for financial
and accounting matters and other specified
procedures, nothing came to their attention that
caused them to believe that:
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<PAGE> 21
(A) the unaudited financial statements,
if any, included in the Prospectus do not
comply in form in all material respects with
the applicable accounting requirements of the
Act and the related published Rules and
Regulations or are not in conformity with
generally accepted accounting principles
applied on a basis substantially consistent
with that of the audited financial statements
included in the Prospectus;
(B) the unaudited capsule information,
if any, included in the Prospectus does not
agree with the amounts set forth in the
unaudited consolidated financial statements
from which it was derived or was not
determined on a basis substantially
consistent with that of the audited financial
statements included in the Prospectus;
(C) at the date of the latest available
balance sheet read by such accountants, or at
a subsequent specified date not more than
five days prior to the Commencement Date,
there was any change in the common or
preferred stock of the Corporation, any
increase in long-term debt of the Corporation
and consolidated subsidiaries or, at the date
of the latest available balance sheet read by
such accountants, there was any decrease in
consolidated stockholders' equity as compared
with amounts shown on the latest balance
sheet included in the Prospectus (other than
those occasioned by the accretion of original
issue discount in respect of zero coupon or
deep debentures, the issuance of common stock
under stock option or employee benefit plans
or dividend reinvestment plans or foreign
currency translation adjustments and the
declaration or the normal quarterly cash
dividend); or
(D) for the period from the date of the
latest income statement included in the Pro-
spectus to the closing date of the latest
available income statement read by such
accountants there were any decreases, as
compared with the corresponding period of the
previous year in consolidated net interest
income, consolidated net interest income
after provision for loan losses or in the
consolidated net income of the Corporation,
or in the ratio of earnings to fixed charges;
except in all cases set forth in clauses (C) and
(D) above for changes, increases or decreases
which the Prospectus discloses have occurred or
may occur or which are described in such letter;
and
(iv) They have compared specified dollar
amounts (or percentages derived from such dollar
amounts) and other financial information contained
in the Prospectus (in each case to the extent that
such dollar amounts, percentages and other
financial information are derived from the general
accounting records of the Corporation and its
subsidiaries subject to
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<PAGE> 22
the internal controls of the Corporation's
accounting system or are derived directly from
such records by analysis or computation) with the
results obtained from inquiries, a reading of such
general accounting records and other procedures
specified in such letter and have found such
dollar amounts, percentages and other financial
information to be in agreement with such results,
except as otherwise specified in such letter.
All financial statements and schedules included in
material incorporated by reference into the Prospectus
shall be deemed included in the Prospectus for purposes
of this subsection.
(h) Legal Matters Satisfactory to Counsel. All
proceedings taken at or prior to the Commencement Date
(but only with respect to a Dealer that is a party
hereto on the Commencement Date) in connection with the
authorization of the Notes shall be satisfactory in
form and substance to the Dealer and to Sullivan &
Cromwell, and the Dealer and such counsel shall have
received all such counterpart originals or certified or
other copies of such documents, certificates and
opinions as the Dealer or such counsel may reasonably
require in order to evidence the accuracy and
completeness of any representations and warranties, the
performance of any agreements and covenants or the
compliance with any of the conditions herein contained.
(i) Indentures and Trustees. The Corporation and
the Senior Trustee shall have entered into the Senior
Indenture and the Corporation and the Subordinated
Trustee shall have entered into the Subordinated
Indenture, a copy of each of which will be furnished to
the Dealers, and each such Indenture shall be
continuing in full force and effect.
(j) Additional Conditions. There shall not have
occurred: (i) any change in the capital stock or long-
term debt of the Corporation or any of its subsidiaries
or any change, or any development involving a
prospective change, in or affecting the general
affairs, management, shareholders' equity, business,
properties, condition (financial or other), results of
operations or prospects of the Corporation which in the
opinion of the Relevant Dealers materially impairs the
investment quality of the Notes; (ii) a suspension or
material limitation in trading in the Corporation's
securities or in securities generally on the New York
Stock Exchange, the American Stock Exchange or the
over-the-counter market or the establishment of minimum
prices on such exchanges or such market by the
Commission, by such exchange or by any other regulatory
body or governmental authority having jurisdiction;
(iii) a general moratorium on commercial banking
activities declared by Federal or New York or
California State authorities; (iv) any downgrading in
the rating accorded the Corporation's debt securities
by Moody's Investors Service, Inc. or Standard & Poor's
Corporation (or, if such rating services
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<PAGE> 23
are not currently rating any of the Corporation's debt
securities, by any other "nationally recognized
statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) which currently
rates the Corporation's debt securities), or any public
announcement that Moody's Investors Service, Inc. or
Standard & Poor's Corporation (or if such rating
services are not currently rating any of the
Corporation's debt securities, any other nationally
recognized statistical rating organization which
currently rates the Corporation's debt securities) has
under surveillance or review its rating of any debt
securities of the Corporation (other than an
announcement with positive implications of a possible
upgrading, and no implication of a possible
downgrading, of such rating); (v) any outbreak or
escalation of major hostilities in which the United
States is involved, any declaration of war by Congress
or any other substantial national calamity or
emergency; or (vi) any material adverse change in the
existing national or international financial, political
or economic conditions or currency exchange rates or
exchange controls, that in the judgment of the Relevant
Dealers makes it impracticable or inadvisable to
proceed with the offering or distribution of the Notes
or dealings in the Notes in the secondary market.
(k) Other Information and Documentation. Prior
to the Commencement Date, the Corporation shall have
furnished to the Dealers such further information,
certificates and documents as the Dealers or counsel to
the Dealers may reasonably request.
All opinions, letters, evidence and certificates
mentioned above or elsewhere in this Agreement shall be
deemed to be in compliance with the provisions hereof
only if they are in the form and substance satisfactory
to counsel for the Dealers.
7. Additional Covenants of the Corporation. The
Corporation covenants and agrees that:
(a) Acceptance of Offer Affirms Representations
and Warranties. Each acceptance by it of an offer for
the purchase of Notes shall be deemed to be an
affirmation that no stop order suspending the
effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall
have been instituted and be pending or threatened at
the time of such acceptance, and that the
representations and warranties of the Corporation
contained in this Agreement and in any certificate
theretofore given to the Dealers pursuant hereto are
true and correct at the time of such acceptance, and an
undertaking that no such stop order or proceeding shall
have been issued or instituted or shall be pending or
threatened and that such representations and warranties
will be true and correct at the time of delivery to the
purchaser or his agent of the Notes relating to such
acceptance as though made at and as of each such time
(and such representations and warranties shall relate
to the Registration Statement and the Prospectus as
amended or supplemented to each such time).
(b) Subsequent Delivery of Officers'
Certificates. The Corporation agrees that during each
Marketing Period, each time that the Registration
Statement or any Prospectus shall be amended or
supplemented (other than by a Pricing Supplement
providing solely for the interest rates or maturities
of the Notes or the principal amount of Notes remaining
to be sold or similar changes), each time the
Corporation sells Notes to a Dealer as principal and
the applicable Principal Purchase Agreement
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<PAGE> 24
specifies the delivery of an officers' certificate
under this Section 7(b) as a condition to the purchase
of Notes pursuant to such Principal Purchase Agreement,
each time the Corporation sells Notes through a
Syndicated Offering or the Corporation files with the
Commission any document incorporated by reference into
any Prospectus, the Corporation shall submit to the
Dealers a certificate, (i) as of the date of such
amendment, supplement, Time of Delivery relating to
such sale or filing or (ii) if such amendment, supple-
ment or filing was not filed during a Marketing Period,
as of the first day of the next succeeding Marketing
Period, representing that the statements contained in
the certificate referred to in Section 6(f) hereof
which was last furnished to the Dealers are true and
correct at the time of such amendment, supplement or
filing, as the case may be, as though made at and as of
such time (except that such statements shall be deemed
to relate to the Registration Statement and each
Prospectus as amended and supplemented to such time).
(c) Subsequent Delivery of Legal Opinions. The
Corporation agrees that during each Marketing Period,
each time that the Registration Statement or any
Prospectus shall be amended or supplemented (other than
by a Pricing Supplement providing solely for the
interest rates or maturities of the Notes or the
principal amount of Notes remaining to be sold or
similar changes), each time the Corporation sells Notes
to a Dealer as principal and the applicable Principal
Purchase Agreement specifies the delivery of a legal
opinion under this Section 7(c) as a condition to the
purchase of Notes pursuant to such Principal Purchase
Agreement, each time the Corporation sells Notes
through a Syndicated Offering or the Corporation files
with the Commission any document incorporated by
reference into any Prospectus, the Corporation shall,
(i) concurrently with such amendment, supplement, Time
of Delivery relating to such sale or filing or (ii) if
such amendment, supplement or filing was not filed
during a Marketing Period, on the first day of the next
succeeding Marketing Period, furnish the Dealers (or
the lead manager on behalf of the underwriters in the
case of a Syndicated Offering) and their counsel with
the written opinions of the General Counsel of the
Corporation, each addressed to the Dealers (or the lead
manager on behalf of the underwriters in the case of a
Syndicated Offering) and dated the date of delivery of
such opinion, in form satisfactory to the Relevant
Dealer, of the same effect as the opinions referred to
in Section 6(e) hereof, but modified, as necessary, to
relate to the Registration Statement and each
Prospectus as amended or supplemented to the time of
delivery of such opinion; provided, however, that in
lieu of such opinion, such counsel may furnish the
Dealers (or the lead manager on behalf of the
underwriters in the case of a Syndicated Offering) with
a letter to the effect that the Dealers (or the lead
manager on behalf of the underwriters in the case of a
Syndicated Offering) may rely on such prior opinion to
the same extent as though it was dated the date of such
letter authorizing reliance (except that statements in
such prior opinion shall be deemed to relate to the
Registration Statement and each Prospectus as amended
or supplemented to the time of delivery of such letter
authorizing reliance).
(d) Subsequent Delivery of Accountant's Letters.
The Corporation agrees that during each Marketing
Period, each time that the Registration Statement or
any Prospectus shall be amended or supplemented to
include additional financial
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<PAGE>
<PAGE> 25
information, each time the Corporation sells Notes to a
Dealer as principal and the applicable Principal
Purchase Agreement specifies the delivery of a letter
under this Section 7(d) as a condition to the purchase
of Notes pursuant to such Principal Purchase Agreement,
each time the Corporation sells Notes through a
Syndicated Offering or the Corporation files with the
Commission any document incorporated by reference into
any Prospectus which contains additional financial
information, the Corporation shall cause Ernst & Young
LLP (or other independent accounts of the Corporation
acceptable to the Dealers) to furnish the Dealers,
(i) concurrently with such amendment, supplement, Time
of Delivery relating to such sale or filing or (ii) if
such amendment, supplement, or filing was not filed
during a Marketing Period, on the first day of the next
succeeding Marketing Period, a letter, addressed
jointly to the Corporation and the Dealers and dated
the date of delivery of such letter, in form and
substance reasonably satisfactory to the Relevant
Dealer, of the same effect as the letter referred to in
Section 6(g) hereof but modified to relate to the
Registration Statement and each Prospectus, as amended
and supplemented to the date of such letter, with such
changes as may be necessary to reflect changes in the
financial statements and other information derived from
the accounting records of the Corporation; provided,
however, that if the Registration Statement or any
Prospectus is amended or supplemented solely to include
financial information as of and for a fiscal quarter,
such accountants may limit the scope of such letter to
the unaudited financial statements included in such
amendment or supplement unless there is contained
therein any other accounting, financial or statistical
information that, in the reasonable judgment of the
Relevant Dealer, should be covered by such letter, in
which event such letter shall also cover such other
information.
(e) Opinion on Settlement Date. On any
Settlement Date, the Corporation shall, if requested by
the Relevant Dealer or Dealers that solicited or
received the offer to purchase any Notes being
delivered on such Settlement Date, furnish such Dealers
with a written opinion of the General Counsel of the
Corporation, dated such settlement date, in form
satisfactory to such Dealers, to the effect set forth
in Section 6(e) hereof, but modified, as necessary, to
relate to the Prospectus relating to the Notes to be
delivered on such settlement date; provided, however,
that in lieu of such opinion, such counsel may furnish
the Dealers with a letter to the effect that the
Dealers may rely on such prior opinion to the same
extent as though it was dated such settlement date
(except that statements in such prior opinion shall be
deemed to relate to the Registration Statement and such
Prospectus as amended or supplemented to the time of
delivery of such letter authorizing reliance).
8. Indemnification and Contribution.
(a) Indemnification of Dealers. The Corporation
agrees to indemnify and hold harmless each Dealer and each
person, if any, who controls any Dealer within the meaning
of Section 15 of the Act from and against any loss, claim,
damage or liability, joint or several, and any action in
respect thereof, to which such Dealer or controlling person
may become subject, under the Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of,
or is based upon, any untrue statement or alleged untrue
statement of a material
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<PAGE> 26
fact contained in the Registration Statement or the
Prospectus, or arises out of, or is based upon, the omission
or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse each
Dealer and controlling person for any legal and other
expenses reasonably incurred by such Dealer or controlling
person in investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action;
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing
to the Corporation by or on behalf of any Dealer
specifically for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto);
provided, further, that such indemnity with respect to any
untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary prospectus shall not
inure to the benefit of any Dealer from whom the person
asserting any such loss, claim, damage or liability
purchased Notes if such person was located in the United
States and was not sent a copy of the Prospectus at or prior
to the time of the confirmation of the sale of such Notes to
such person and the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected
in the Prospectus. The foregoing indemnity agreement is in
addition to any liability which the Corporation may
otherwise have to any Dealer or controlling person.
(b) Indemnification of the Corporation. Each Dealer
severally agrees to indemnify and hold harmless the
Corporation, each of its directors, each of its officers who
signed the Registration Statement and any person who
controls the Corporation within the meaning of the Act from
and against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection
(a) of this Section, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with information furnished
in writing to the Corporation by such Dealer specifically
for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus
(or any amendment or supplement thereto). The foregoing
indemnity agreement is in addition to any liability which
any Dealer may otherwise have to the Corporation or any of
its directors, officers or controlling persons.
(c) Notice. Promptly after receipt by an indemnified
party under this Section of notice of any claim or the
commencement of any action, the indemnified party shall, if
a claim in respect thereof is to be made against the
indemnifying party under this Section, notify the
indemnifying party in writing of the claim or the
commencement of action; provided, however, that the failure
to notify the indemnifying party shall not relieve it from
any liability which it may have to an indemnified party
otherwise than under this Section. If any such claim or
action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein,
and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense
thereof with counsel satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the
indemnified party under
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<PAGE> 27
this Section for any legal or other expenses subsequently
incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investiga-
tion; provided, however, that the Dealers shall have the
right to employ counsel to represent the Dealers who may be
subject to liability arising out of any claim in respect of
which indemnity may be sought by the Dealers against the
Corporation under this Section if, in the reasonable
judgment of the Dealers, it is advisable for the Agents to
be represented by separate counsel, and in that event the
fees and expenses of such counsel shall be paid by the
Corporation. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its
written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, the indemnifying
party agrees that it shall be liable for any settlement of
any proceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior
to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of
such proceeding.
(d) Contribution. If the indemnification provided for
in this Section 7 shall for any reason be unavailable to an
indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the
relative benefits received by the Corporation on the one
hand and any Dealers on the other from the offering of the
Notes or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault
of the Corporation on the one hand and any Dealers on the
other with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the
Corporation on the one hand and any Dealers on the other
with respect to such offering shall be deemed to be in the
same proportion as the total net proceeds from the offering
of the Notes (before deducting expenses) received by the
Corporation bears to the total commissions received by such
Dealers with respect to such offering. The relative fault
shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to
information supplied by the Corporation or any Dealer, the
intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such
statement or omission. The Corporation and the Dealers agree
that it would not be just and equitable if contributions
pursuant to this Section 7(d) were to be determined by pro
rata allocation (even if the Dealers were treated as
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<PAGE> 28
one entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to
include, for purposes of this Section 7(d), any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
Section 7(d), no Dealer shall be required to contribute any
amount in excess of the amount by which the total price at
which the Notes sold through such Dealer and distributed to
the public were offered to the public exceeds the amount of
any damages which such Dealer has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation.
9. Expenses. Whether or not the transactions
contemplated hereunder are consummated or this Agreement is
terminated, the Corporation will pay all costs and expenses
incident to the performance of the obligations of the
Corporation hereunder, including, without limiting the
generality of the foregoing, (i) all costs incident to the
authorization, issuance, sale and delivery of the Notes and
any taxes payable in that connection; (ii) all costs and
expenses incident to the preparing, printing, filing and
distributing of the Registration Statement (including all
exhibits thereto), the Prospectus, and any amendments or
supplements thereto, (iii) all costs and expenses of
printing and distributing this Agreement, any related
documents, the Indentures, the fees and expenses of each
Trustee, and any paying agencies under the Indentures,
(iv) all costs and expenses in connection with the
engraving, printing, issuance and delivery of the Notes,
(v) the determination of the eligibility of the Notes for
investment and the qualification of the Notes in accordance
with the provisions of Section 5(j) hereof, including filing
fees and the fees and disbursements of counsel for the
Dealers in connection therewith and in connection with the
preparation and printing of any Blue Sky Memorandum and
Legal Investment Survey in respect of the Notes, (vi) the
printing and delivery (including costs of mailing and
shipping) to the Dealers, in quantities as hereinabove
stated, of copies of the documents referred to in Sections
5(a) and 5(b) hereof, (vii) any fees charged by securities
rating services for rating the Notes, (viii) the costs and
fees in connection with any filings with the National
Association of Securities Dealers, Inc., (ix) all costs and
expenses in connection with the listing of the Notes on each
Stock Exchange and all stamp, registration and other taxes
and duties in connection with the establishment of the
Program and the performance of the transactions contemplated
herein, (x) the fees and disbursements of counsel to the
Corporation, one-half of the fees and disbursements of
counsel to the Dealers in connection with the establishment
of the Program, and all fees and disbursements of counsel to
the Dealers incurred after the establishment of the Program
in connection with the Program, and (xi) all other costs and
expenses arising out of the transactions contemplated
hereunder and incident to the performance of the
Corporation's obligations under this Agreement or otherwise
in connection with the activities of the Dealers (which
shall not include advertising expenses unless otherwise
agreed by the Corporation) under this Agreement.
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<PAGE> 29
10. Reimbursement of Dealers' Expenses. If the sale
of the Notes provided for herein is not consummated because
any condition to the obligations of the Dealers' set forth
in Section 6 hereof is not satisfied (other than clause
(j)(iv) of Section 6) or because of any refusal, inability
or failure on the part of the Corporation to perform any
agreement herein or comply with any provision hereof other
than by reason of a default by any of the Dealers, the
Corporation will reimburse the Dealers severally upon demand
for all out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred
by them in connection with the proposed purchase and sale of
the Notes.
11. Termination. This Agreement may be terminated at
any time either (a) by the Corporation as to any Dealer or
(b) by any Dealer, insofar as this Agreement relates to such
Dealer, upon the giving of ten (10) days prior written
notice of such termination to the relevant party and the
other persons who are parties to this Agreement on the date
of such notice. In the event of such termination with
respect to any Dealer, this Agreement shall remain in full
force and effect with respect to any Dealer as to which such
termination has not occurred. The termination of this
Agreement with respect to a Dealer shall not require
termination of any Principal Purchase Agreement which has
not yet settled to which such Dealer is then a party, and
the termination of any such Principal Purchase Agreement
shall not require termination of this Agreement. If this
Agreement is terminated with respect to any Dealer, the
provisions of Sections 8, 12 and 17 shall survive. If, at
the time of any such termination of this Agreement, an offer
to purchase Notes has been accepted by the Corporation but
the time of delivery to the purchaser has not occurred, the
provisions of this Agreement shall remain in effect as to
such Dealer until such Notes are delivered. Termination
shall not affect any rights or obligations which have
accrued at the time of termination or which accrue
thereafter in relation to any act or omission or alleged act
or alleged omission which occurred prior to such time.
12. Survival of Representations and Indemnities. The
respective indemnity and contribution agreements,
representations, warranties and other statements of the
Corporation, its officers and the Dealer or Dealers set
forth in or made pursuant to this Agreement or any agreement
by such Dealer or Dealers to purchase Notes as principal
hereunder will remain in full force and effect, regardless
of any termination of this Agreement, any investigation made
by or on behalf of such Dealer or Dealers or the Corporation
or any of their respective officers, directors or
controlling persons and delivery of and payment for the
Notes.
13. Notices. All communications shall be by telex,
fax, in writing delivered by hand or by telephone (to be
promptly confirmed by telex or fax). Each communication
will be made to the relevant person at the fax number, telex
number, address or telephone number, in the case of
communication by telex, fax, or in writing, marked for the
attention of, and in the case of a communication by
telephone made to, the person from time to time designated
by that party to the others for the purpose. The initial
telephone number, fax number, telex number, address and
person so designated by the Corporation and the Dealers are
set out below:
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<PAGE> 30
Manager, Corporate Finance
First Interstate Bancorp
633 West Fifth Street, 8th Floor
Los Angeles, California 90071
Tel: (1-213) 614-2192
Fax: (1-213) 614-7787
Chase Securities, Inc.
Capital Markets Desk
One Chase Manhattan Plaza
New York, New York 10081
Tel: (1-212) 552-6621
Fax: (1-212) 552-1594
Goldman, Sachs & Co.
Medium-Term Note Department
85 Broad Street
New York, New York 10004
Tel: (1-212) 902 1482
Fax: (1-212) 902 3000
Euro Medium Term Note Desk
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Tel: (44-71) 774 2295
Fax: (44-71) 774 5711
Medium-Term Note Department
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285
Tel: (1-212) 526 2040
Fax: (1-212) 528 1718
MTN Trading Desk
Lehman Brothers International (Europe)
One Broadgate
London EC2M 7HA
Tel: (44-71) 256 8256
Fax: (44-71) 260 2359
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<PAGE> 31
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower, World Financial Center
New York, New York 10281
Tel: (1-212) 449 7476
Fax: (1-212) 449 2234
Attn: MTN Product Management
EMTN Sales and Distribution Desk
Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Tel: (44-71) 867 3995
Fax: (44-71) 867 2292
Manager, Continuously Offered Products
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Tel: (1-212) 296 6700
Fax: (1-212) 764 7490
Managing Director, Market Services, Syndicate Department
Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
Tel: (44-71) 425 8000
Fax: (44-71) 425 7999
MTN Department
Salomon Brothers Inc
7 World Trade Center, 31st Floor
New York, New York 10048
Tel: (212) 783 6848
Fax: (212) 783 2274
MTN Department
Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1X 0SB England
Tel: (44-71) 721-3625
Fax: (44-71) 721-2829
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<PAGE> 32
Euro Medium Term Note Desk
UBS Limited
100 Liverpool Street
London EC2M 2RH
Tel: (44-71) 901 4253
Fax: (44-71) 901 3795
UBS Securities Inc.
299 Park Avenue
New York, New York 10171-0026
MTN Trading Desk
Attention: Len Jardine/Richard M. Messina
Tel: (1-212) 821 4370/4542
Fax: (1-212) 821 6138/4835
A communication will be deemed received (if by fax) when a
transmission report shows that the fax has been sent, (if by
telex) when a confirmed answerback is received at the end of
the transmission, (if by telephone) when made and (if in
writing) when delivered, in each case in the manner required
by this Section; provided, however, that any communication
which is received outside business hours or on a non-
business day in the place of receipt shall be deemed
received at the opening of business on the next following
business day in such place.
14. Calculation Agent. If Notes are issued which
require a calculation agent, the Corporation will request
the applicable Trustee to act as such calculation agent in
accordance with the applicable Indenture or the Corporation
may itself appoint another Calculation Agent or it may
appoint such Dealer or a person nominated by any Dealer(s)
(and not the applicable Trustee) to be the calculation agent
in respect of such issue of Notes. If a Dealer is to be the
calculation agent, the appointment of such Dealer shall,
except as otherwise agreed, be on the terms of the
calculation agent agreement set forth in Exhibit F hereto
(the terms of which the Corporation and each Dealer by their
signatures hereto hereby agree to). If the person nominated
as calculation agent is not a Dealer, such person shall
execute (if it has not already done so) an agreement
substantially in the form of the calculation agent agreement
set forth in Exhibit F, and the appointment of that person
shall be on the terms of that agreement, except as otherwise
agreed.
15. Increasing the Aggregate Proceeds.
(a) In the event the Corporation intends to
increase the aggregate proceeds from the issue of the
Notes under the Program, the Corporation shall provide
written notice of such an increase (subject to
subsection (b) of this Section) by delivering to each
Trustee, the Listing Agent and the Dealers that are
party hereto a letter substantially in the form set out
in Exhibit G hereto.
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<PAGE> 33
(b) Notwithstanding subsection (a) of this
Section, the right of the Corporation to increase the
aggregate proceeds of the Notes that may be issued
under the Program shall be subject to (i) the
Corporation's having received confirmation from each of
the nationally recognized statistical rating
organizations that rate the Corporation's debt
securities at the time of such increase that such an
increase will not result in either a downgrading or a
review of the Corporation's credit rating with possible
negative implications by the credit rating agencies
rating the Program; (ii) the forwarding of any further
or other documents required by any relevant Stock
Exchange(s) for the purpose of listing the Notes to be
issued under the Program on the relevant Stock
Exchange(s); and (iii) the filing of any further
documents and the making of any further registration,
if any, required by the Commission.
16. Successors and Assigns.
(a) This Agreement shall be binding upon, and inure
solely to the benefit of, each Dealer and the Corporation,
and to the extent provided in Section 8 hereof, any person
who controls such Dealer, and their respective
representatives, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Notes through a
Dealer hereunder shall be deemed a successor or assign by
reason of such purchase.
(b) The parties hereto agree that any of the Dealers
may substitute, subject to the prior consent of the
Corporation, an affiliate (the "Substitute") of such Dealer
in respect of all of its rights, powers, liabilities and
obligations under this Agreement and that such substitution
shall become effective upon delivery of a substitution
notice in the form attached hereto as Exhibit H by such
Dealer and the Substitute to all other parties hereto. Upon
delivery of such substitution notice to all the other
parties hereto, (i) such Dealer and such other parties shall
be released from further obligations to each other hereunder
and their respective rights against each other shall be
cancelled (such rights and obligations being referred to in
this Section 16(b) as "Discharged Rights and Obligations"),
(ii) such Dealer and such other parties shall assume new
obligations toward each other and acquire new rights against
each other which differ from the Discharged Rights and
Obligations only insofar as the Substitute and such other
parties have assumed and acquired such obligations and
rights in place of such Dealer and such other parties and
(iii) the Substitute and such other parties shall acquire
the same rights and assume the same obligations between
themselves they would have acquired and assumed had the
Substitute been an original party hereto instead of such
Dealer with the rights and obligations acquired or assumed
by it as a result of such substitution.
17. Amendment. This Agreement and the Exhibits hereto
may be amended only by written agreement of the Corporation
and Dealers that are party to this Agreement at the time of
amendment.
18. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State
of New York.
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<PAGE> 34
19. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be an
original and all of which, taken together, shall constitute
one and the same instrument.
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<PAGE> 35
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized
representatives, all as of the date first above written.
FIRST INTERSTATE BANCORP
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
CHASE SECURITIES, INC.
By:____________________________
Name:
Title:
GOLDMAN, SACHS & CO.
By:____________________________
(Goldman, Sachs & Co.)
GOLDMAN SACHS INTERNATIONAL
By:____________________________
Name:
Title:
LEHMAN BROTHERS INC.
By:____________________________
Name:
Title:
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<PAGE> 36
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By:____________________________
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:____________________________
Name:
Title:
MERRILL LYNCH INTERNATIONAL LIMITED
By:____________________________
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By:____________________________
Name:
Title:
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:____________________________
Name:
Title:
SALOMON BROTHERS INC
By:____________________________
Name:
Title:
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<PAGE> 37
SALOMON BROTHERS INTERNATIONAL LIMITED
By:____________________________
Name:
Title:
UBS LIMITED
By:____________________________
Name:
Title:
UBS SECURITIES INC.
By:____________________________
Name:
Title:
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<PAGE> 38
Schedule 1
----------
SCHEDULE OF COMMISSIONS
All Notes subscribed by any Dealer pursuant to the Dealer
Agreement will be subscribed at an issue price to be agreed
in each case by the Corporation and the Relevant Dealer,
less a commission expressed as a percentage of the principal
amount of the Notes subscribed, determined by reference to
the maturity of the relevant Notes, not to be greater than
the following percentages (unless otherwise agreed between
the Corporation and the relevant Dealer):
Maturity Percentage
- -------- ----------
From 1 month to 9 months less 1 day (1)
From 9 months to 1 year less 1 day .125%
From 1 year to 18 months less 1 day .150%
From 18 months to 2 years less 1 day .200%
From 2 years to 3 years less 1 day .250%
From 3 years to 4 years less 1 day .350%
From 4 years to 5 years less 1 day .450%
From 5 years to 6 years less 1 day .500%
From 6 years to 7 years less 1 day .550%
From 7 years to 10 years less 1 day .600%
From 10 years to 15 years less 1 day .625%
From 15 years to 20 years less 1 day .650%
From 20 years up to and including 30 years .750%
From 30 years and longer (1)
________________
(1) Commissions on all subscriptions of Notes with
maturities from 1 month to 9 months less 1 day and from 30
years and longer will be subject to negotiation between the
Corporation and the Relevant Dealer.
(For purposes of this Schedule of Commissions, the maturity
of a Floating Rate Note shall be deemed to be an exact
number of months.)
<PAGE>
<PAGE> 39
EXHIBIT A-1 TO THE
DEALER AGREEMENT
----------------
Form of Dealer Accession Letter
[Date]
Manager, Corporate Finance
First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071
United States of America
Re: First Interstate Bancorp
Global Medium-Term Note Program
-------------------------------
Dear Sirs,
We refer to the Dealer Agreement dated December 9, 1994
entered into in respect of First Interstate Bancorp's (the
"Corporation") Global Medium-Term Note Program and made
between the Corporation and the Dealers party thereto (which
agreement, as amended from time to time, is herein referred
to as the "Dealer Agreement"). Capitalized terms not
defined herein shall have the meanings specified in the
Dealer Agreement.
Conditions Precedent
- --------------------
We confirm that we are in receipt of the documents
referenced below:
(1) a copy of the Dealer Agreement, duly executed
by the parties thereto;
(2) copies of the Senior Indenture and the
Subordinated Indenture, duly executed by the parties
thereto;
(3) the Prospectus Supplement and Prospectus, in
such numbers of copies as we have reasonably required;
(4) a copy of each of the following most recently
delivered documents referred to in Section 6 of the
Dealer Agreement:
(a) Officers' Certificate (Section 6(f)),
(b) Opinions of Counsel to the Corporation
(Section 6(d)),
(c) Opinions of Sullivan & Cromwell (Section
6(e)),
(d) Letter of Ernst & Young LLP (Section
6(g)); and
(e) Copies of any consents, approvals and
confirmations of listings by any relevant stock
exchange or regulatory body; and we have found them to
our satisfaction.
<PAGE>
<PAGE> 40
For the purposes of the Dealer Agreement our
Notice details are as follows:
[INSERT NAME, ADDRESS, ATTENTION, TELEPHONE, TELEX AND FAX]
In consideration of the Corporation appointing us as a
Dealer under the Dealer Agreement we hereby undertake, for
the benefit of the Corporation and each of the other
Dealers, that we will perform and comply with all the duties
and obligations expressed to be assumed by a Dealer under or
pursuant to the Dealer Agreement.
This letter is governed by, and shall be construed in
accordance with, New York law.
Yours faithfully,
[Name of new Dealer]
By:________________________
Name:
Title:
cc:[Senior Trustee]
[Subordinated Trustee]
[Current Dealers]
Sullivan & Cromwell
-2-
<PAGE>
<PAGE> 41
EXHIBIT A-2 TO THE
DEALER AGREEMENT
----------------
Form of Appointment Letter
[Date]
To: [Name and address of new Dealer]
Re: First Interstate Bancorp
Global Medium-Term Note Program
-------------------------------
Dear Sirs,
We refer to the Dealer Agreement dated December 9, 1994
(which agreement, as amended from time to time, is herein
referred to as the "Dealer Agreement") entered into in
respect of the above Global Medium-Term Note Program and
hereby acknowledge receipt of your Dealer Accession Letter
to us dated _____________________.
In accordance with Section 3 of the Dealer Agreement we
hereby confirm that, with effect from the date hereof, you
shall become a party to the Dealer Agreement, vested with
all the authority, rights, powers, duties and obligations of
a Dealer as if originally named as a Dealer under the Dealer
Agreement.
Yours faithfully,
First Interstate Bancorp
By:_____________________
Title:__________________
cc:[Senior Trustee]
[Subordinated Trustee]
[Current Dealers]
Sullivan & Cromwell
<PAGE>
<PAGE> 42
EXHIBIT B TO THE
DEALER AGREEMENT
----------------
Form of One-Time Appointment Letter
[Address]
[Date]
Re: [Details of Notes to be issued]
-------------------------------
Dear Sirs:
We hereby confirm that, in consideration for your
agreeing to distribute the above issue of Notes under the
Global Medium-Term Note Program of First Interstate Bancorp
(the "Corporation"), for the purposes of this issue only, we
will treat you in all respects as a Dealer under the Dealer
Agreement dated December 9, 1994 (the "Dealer Agreement"), a
copy of which has been delivered to you, and you will enjoy
all rights and benefits, and be subject to all the
obligations, of Dealer as set out in the Dealer Agreement.
Also, copies of the following documents have been delivered
to you:
(1) copies of the Senior Indenture and/or
Subordinated Indenture, as appropriate, each duly
executed by the parties thereto;
(2) the Prospectus Supplement and Prospectus, in
such numbers of copies as you have reasonably required;
and
(3) a copy of each of the most recently delivered
documents referred to in Section 6 of the Dealer
Agreement:
(a) Officers' Certificate (Section 6(f)),
(b) Opinions of Counsel to the Corporation
(Section 6(d)),
(c) Opinions of Sullivan & Cromwell (Section
6(e)), and
(d) Letter of Ernst & Young LLP (Section
6(g)).
[IF APPOINTED AS AGENT OF THE CORPORATION, ADD THE
FOLLOWING -- You recognize that, in connection with this
issue, you are acting as the Corporation's agent and not as
principal.]
You acknowledge that such appointment is limited to
this particular issue of Notes and that such appointment
will terminate upon issue of the relevant Notes, but without
prejudice to any of your rights (including, without
limitation, any indemnification rights), duties or
obligations which have arisen prior to such termination.
<PAGE>
<PAGE> 43
Please confirm your acceptance of the following by
signing this letter and returning it to us.
Yours faithfully,
FIRST INTERSTATE BANCORP
By:_______________________
Confirmed on behalf of [Dealer]
By:_____________________
cc:[Senior Trustee]
[Subordinated Trustee]
Sullivan & Cromwell
-2-
<PAGE>
<PAGE> 44
EXHIBIT C-1 TO THE
DEALER AGREEMENT
----------------
Form of Terms/Syndication Agreement
TERMS/SYNDICATION AGREEMENT
_____________, 199_
First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071
Attention: Manager, Corporate Finance
[The] undersigned agree[s] to purchase from you (the
"Corporation") the Corporation's_________________________
(the "Notes") described in the Pricing Supplement, dated as
of the date hereof [in the form of Annex I hereto] (the
"Pricing Supplement") at __:00 a.m. __________ time on
__________________ (the "Settlement Date") at an aggregate
purchase price of ________________ (which is _______% of the
aggregate principal amount of the Notes) on the terms set
forth herein and in the Dealer Agreement, by and between the
Corporation and the other parties named therein (the "Dealer
Agreement"), incorporated herein by reference. In so
purchasing the Notes, [each of] the undersigned understands
and agrees that it is not acting as an agent of the
Corporation in the sale of the Notes.
When used herein and in the Dealer Agreement as so
incorporated, the term "Notes" refers to the Notes as
defined herein. All other terms defined in the Prospectus,
the Pricing Supplement relating to the Notes and the Dealer
Agreement shall have the same meaning when used herein.
The Corporation represents and warrants to us that the
representations and warranties of the Corporation set forth
in Section 1 of the Dealer Agreement (with the "Prospectus"
revised to read the "Prospectus as amended and supplemented
with respect to Notes at the date hereof") are true and
correct on the date hereof.
The obligation of [each of] the undersigned to purchase
Notes hereunder is subject to the continued accuracy, on
each date from the date hereof to and including the
Settlement Date, of the Corporation's representations and
warranties contained in the Dealer Agreement and to the
Corporation's performance and observance of all applicable
covenants and agreements contained therein. [ADD THE
FOLLOWING IF APPLICABLE:-- The obligation of the undersigned
to purchase Notes hereunder is further subject to the
receipt by the undersigned of the officers' certificate, the
opinions of the General Counsel of the Corporation, the
opinions of counsel to the Dealers and the letter of Ernst &
Young LLP referred to in Sections 6(f), 6(d), 6(e) and 6(g),
respectively, of the Dealer Agreement.]
<PAGE>
<PAGE> 45
[ADDITIONAL TERMS -- The following paragraphs 1 through 7
may be used (in whole or part) for syndicated offerings:
1. The Corporation agrees that it will issue the Notes and
the [Managers] [Dealers] named below [OPTION #1--
severally and not jointly] [OPTION #2-- jointly and
severally] agree to purchase the Notes at the purchase
price specified above (being equal to the issue price
of ____ percent less a management and underwriting fee
of ____ percent of the principal amount and a selling
concession of ____ percent of the principal amount, if
applicable).
[IF OPTION #1, INSERT--
The respective principal amounts of the Notes that each
of the [Managers] [Dealers] commits to underwrite are
set forth opposite their names below:
Name Principal Amount
---- ----------------
]
2. The purchase price specified above will be paid by the
Lead Manager named below on behalf of the [Managers]
[Dealers] by [wire transfer in same-day funds] [other]
to the Corporation on the Settlement Date.
3. In accordance with the provisions of Section 4(e) of
the Dealer Agreement, [
] [has] [have] been appointed as Stabilizing
Manager(s) with respect to this issue of Notes.
4. The Corporation hereby appoints each [Manager] [Dealer]
which is not a party to the Dealer Agreement (each an
"Additional Dealer") as a Dealer under the Dealer
Agreement solely for the purpose of the issue of Notes
to which this Terms/Syndication Agreement pertains.
Each such Additional Dealer shall be vested, solely
with respect to this issue of Notes, with all
authority, rights and powers of a Dealer purchasing
Notes as principal pursuant to the Dealer Agreement, a
copy of which it acknowledges it has received.
5. In consideration of the Corporation appointing [the]
[each] Additional Dealer as a Dealer solely with
respect to this issue of Notes, [the] [each] Additional
Dealer hereby undertakes for the benefit of the
Corporation and each of the other Dealers, that, in
relation to this issue of Notes, it will perform and
comply with all of the duties and obligations expressed
to be assumed by a Dealer under the Dealer Agreement.
6. Each Additional Dealer acknowledges that such
appointment is limited to this particular issue of
Notes and is not for any other issue of Notes of the
Corporation pursuant to the Dealer Agreement and that
such appointment will terminate upon issue of the
relevant Notes, but without prejudice to any rights
(including, without
-2-
<PAGE>
<PAGE> 46
limitation, any indemnification rights), duties or
obligations of such Additional Dealer which have arisen
prior to such termination.
For purposes hereof, the notice details of each
Additional Dealer are as follows:
[____________
____________
____________
____________
Attention: _________________
Telephone: _____________
Telex: ______________
Fax: _______________. ]
[IF OPTION #1, INSERT--
7. If a default occurs with respect to one or more of the
several underwriting commitments to purchase any Notes
under this Agreement, [Managers] [Dealers] who have not
defaulted with respect to their respective several
underwriting commitments will take up and pay for, as
nearly as practicable in proportion to their respective
several underwriting commitments, Notes as to which
such default occurred, up to but not exceeding in the
aggregate 10% of the principal amount of the Notes for
which the non-defaulting [Managers] [Dealers] were
originally committed; provided, however, that if the
aggregate principal amount of Notes as to which such
default occurred exceeds 10% of the principal amount of
the Notes, the non-defaulting [Managers] [Dealers]
shall have the right to purchase all, but shall not be
under any obligation to purchase any of the Notes, and
if such non-defaulting [Managers] [Dealers] do not
purchase all the Notes, this Agreement shall terminate
without any liability on the part of any non-defaulting
[Managers] [Dealers]. Nothing herein will relieve a
defaulting [Manager] [Dealer] from liability for its
default.]
All notices and other communications hereunder shall be
in writing and shall be transmitted in accordance with
Section 13 of the Dealer Agreement.
This Terms/Syndication Agreement shall be governed by
and construed in accordance with the laws of New York.
-3-
<PAGE>
<PAGE> 47
This Terms/Syndication Agreement may be executed by any
one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an
original, but all such respective counterparts together
shall constitute one and the same instrument.
__________________________
By:_______________________
Name:
Title:
[AND/OR]
[INSERT MANAGERS]
(the "Managers")
By: [INSERT LEAD MANAGER]
(the "Lead Manager")
By:_______________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first written above:
FIRST INTERSTATE BANCORP
By:_______________________
Name:
Title:
-4-
<PAGE>
<PAGE> 48
EXHIBIT C-2 TO THE
DEALER AGREEMENT
----------------
Form of Principal Purchase Letter
PRINCIPAL PURCHASE LETTER
_______________, 199__
First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071
Attention: Manager, Corporate Finance
The undersigned agree to purchase from you (the
"Corporation) __________________________________ (the
"Notes") described in the Pricing Supplement, dated as of
the date hereof [in the form of Annex I hereto] (the
"Pricing Supplement") at 11:00 a.m. __________ time on
_________ (the "Settlement Date") at an aggregate purchase
price of________________________ (which is ____ % of the
aggregate principal amount of the Notes) on the terms set
forth in the Dealer Agreement, by and between the
Corporation and the other parties named therein (the "Dealer
Agreement"), incorporated herein by reference. In so
purchasing the Notes, each of the undersigned understands
and agrees that it is not acting as an agent of the
Corporation in the sale of the Notes.
The Corporation represents and warrants to us that the
representations and warranties of the Corporation set forth
in Section 1 of the Dealer Agreement (with the "Prospectus"
revised to read the "Prospectus as amended and supplemented
with respect to Notes at the date hereof") are true and
correct on the date hereof.
This Principal Purchase Letter shall be governed and
construed in accordance with the laws of New York (without
regard to conflict of law principles).
<PAGE>
<PAGE> 49
This Principal Purchase Letter may be executed by any
one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an
original, but all such respective counterparts together
shall constitute one and the same instrument.
[INSERT DEALERS]
By:______________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first written above
FIRST INTERSTATE BANCORP
By:_______________________
Name:
Title:
-2-
<PAGE>
<PAGE> 50
EXHIBIT D TO THE
DEALER AGREEMENT
----------------
[ANNEX I TO TERMS/SYNDICATION AGREEMENT OR
PRINCIPAL PURCHASE LETTER]
FORM OF PRICING SUPPLEMENT
--------------------------
[Attached to, and part of, Terms/Syndication Agreement or
Principal Purchase Letter, if any]
Pricing Supplement
[and Supplemental Prospectus]
[LOGO]
First Interstate Bancorp
Global Medium-Term Note Program
[Title of Issue of Notes]
[Dealer Name(s)]
The date of this Pricing Supplement is [Issue Date ].
<PAGE>
<PAGE> 51
This document (the "Pricing Supplement") is issued to
give details of an issue by First Interstate Bancorp (the
"Corporation") under its Global Medium-Term Note Program
[and to provide information supplemental to the Prospectus
referred to below].
This Pricing Supplement supplements the terms and
conditions in, and incorporates by reference, the Prospectus
dated December 9, 1994, and all documents incorporated by
reference therein (the "Prospectus"), and should be read in
conjunction with the Prospectus. Unless otherwise defined
in this Pricing Supplement, terms used herein have the same
meaning as in the Prospectus.
Particular Terms and Conditions
The following items under this heading "Particular
Terms and Conditions" are the particular terms which relate
to the issue which is the subject of this Pricing
Supplement.
[Include whichever of the following apply]
1. Issue Title: [Specify Name of Issue]
2. Tranche No: [Insert if Applicable]
3. Principal Amount of [Specify Currency and Amount]
Issue or Tranche:
4. Principal Amount of [Insert if Applicable]
Issue Outstanding at
Date of Pricing
Supplement
5. Issue Price: [Specify Price]
6. Issue Date: [Specify Date]
7. Form of Notes: [Specify whether Registered
only/Bearer only/Bearer and
Registered]
8. Priority of Notes: [Senior/Subordinated]
9. Indenture for the [Senior Indenture/
Notes: Subordinated Indenture]
10. Authorized
Denomination(s): [Specify Currency and
Amount(s)]
11. Specified Currency: [Specify]
12. Specified Principal [Specify Currency]
Payment Currency (if
different from
Specified Currency):
- 2-
<PAGE>
<PAGE> 52
13. Specified Interest [Specify Currency]
Payment Currency (if
different from
Specified Currency):
14. Maturity:
(a) Maturity Date [Specify Date]
(b) Extension of
Maturity Option [Yes/No]
(c) Extension Period [Specify Period for which
Maturity Date can be
extended]
(d) Final Maturity Date [Specify Final Date]
15. Interest Commencement [Specify Date]
Date (if different from
the Issue Date):
16. Type of Notes: [Specify whether Fixed Rate
Notes, Floating Rate Notes,
Indexed Notes, Original Issue
Discount Notes, Renewable
Notes, Dual Currency Notes,
Amortizing Notes/Other]
17. Fixed Rate Notes: [Yes/No]
(a) Fixed Interest [ ] %
Rate:
(b) Calculation Amount: [Specify Amount]
(c) Fixed Rate Interest [Specify Date(s)]
Payment Date(s):
(d) Initial Broken [Specify Amount per Currency
Amount: and Denominations]
(e) Final Broken [Specify Amount per Currency
Amount and Denominations]
(f) Fixed Rate Day [Specify Fraction]
Count Fraction(s)
(insert if not
30/360 basis):
- 3 -
<PAGE>
<PAGE> 53
18. Floating Rate Notes: [Yes/No]
(A) If the "Primary Source for Interest Rate Quotations"
is a specified page, section or other part of a
specified information source, complete the following
as applicable:
(a) Calculation Amount: [Specify Amount]
(b) Reference Rate and [LIBOR/CD/Commercial Paper
Specified Currency: Rate/Prime/Federal
Funds/Treasury
Rate/CMT/Other]
[Specify Currency]
(c) Primary Source for [Specify Information Source
Interest Rate (i.e. whether LIBOR/
Quotations: Commercial Paper/ Prime/
Federal Funds/
Treasury/CMT/Other)
(d) Specified Screen, [Specify screen, page or
Page or Section: section of Information
Source]
(e) Specified Interest [Specify Number of Days,
Period (Complete if
Weeks or Months]
Euro-Market
convention applies):
(f) Interest Reset Period: [Specify whether daily,
(Complete if U.S. monthly, quarterly, semi-
Market convention annually, annually or
applies) otherwise]
[Specify applicable month[s]
in the case of a semi-annual
and annual Interest Rate
Reset Period]
(g) Index Maturity: [Specify, including, if
applicable, designated CMT
Maturity Index]
(h) Index Currency: [Specify if other than
Specified Currency]
(i) Interest Rate for [Specify if applicable]
Initial Interest
Period or Interest
Reset Date
- 4 -
<PAGE>
<PAGE> 54
(j) Interest Payment [Specify Dates, if Euro
Date(s): Market convention applies, or
that Interest Payment Dates
are the Interest Reset Dates,
if U.S. market convention
applies)]
(k) Interest Reset Date: [Complete if U.S. market
convention applies; indicate
"Standard" or specify]
(l) Interest Determination [Specify Date]
Date:
(m) Calculation Agent [Specify]
(if not the
applicable Trustee):
(n) Calculation Date: [Specify Date for CD
Reference Rate, Commercial
Paper Reference Rate, Prime
Reference Rate, Federal Funds
Reference Rate, Treasury
Reference Rate, CMT Reference
Rate.]
(o) Minimum Interest Rate: [Specify Percent if
Applicable]
(p) Maximum Interest Rate: [Specify Percent if
Applicable]
(q) Spread: [+/-[ ] percent per annum]
(r) Spread Multiplier: [Specify]
(s) Alternate Spread [Specify if Applicable]
(t) Alternate Spread [Specify if Applicable]
Multiplier:
(u) Floating Rate Day [Specify if Applicable]
Count Fraction(s):
B. If "Primary Source for Interest Rate Quotations" is
"Reference Banks", complete the following as applicable:
(a) Calculation Amount: [Specify Amount]
(b) Specified Currency: [Specify]
(c) Interest Payment Dates: [Specify Dates]
- 5 -
<PAGE>
<PAGE> 55
(d) Specified Interest [Specify Number of Days,
Period: Weeks or Months]
(e) Interest Determination [Specify]
Date:
(f) Index Maturity: [Specify]
(g) Reference Banks: [Specify four]
(h) Relevant Financial [Specify]
Center:
(i) Minimum Interest Rate: [Specify percent]
(j) Maximum Interest Rate: [Specify percent]
(k) Spread: [+/- [ ] percent per annum]
(l) Spread Multiplier: [Specify]
(m) Alternate Spread: [Specify if applicable]
(n) Alternate Spread [Specify if applicable]
Multiplier:
(o) Calculation Agent: [Specify]
(if not the
applicable Trustee)
(p) Floating Rate Day [Specify if Applicable]
Count Fraction(s):
19. Indexed Notes: [Yes/No]
(a) Interest Rate: [Specify Method of
Determination of Interest]
(b) Amount of Principal: [Specify Method of
Determination of Principal]
(c) Premium: [Specify Method of
Determination of Premium]
20. Original Issue Discount [Yes/No]
Notes:
(a) Reference Price: [Specify]
(b) Amortization Yield: [Specify]
- 6 -
<PAGE>
<PAGE> 56
(c) Original Issue Discount: [Specify]
(d) Zero Coupon [Yes/No]
21. Renewable Notes: [Yes/No]
(a) Interest Rate: [Specify]
(b) Initial Maturity Date: [Specify]
(c) Final Maturity Date: [Specify]
(d) Election Date [Specify]
(e) Interest Payment Dates: [Specify]
(f) Number of Days before [Specify]
Election Date within
which Holder must
notify termination of
automatic extension of
maturity:
(g) Redemption Price: [Specify]
22. Dual Currency Notes: [Yes/No]
(a) Optional Payment [Specify]
Currency:
(b) Designated Exchange [Specify]
Rate:
(c) Interest Payment [Specify]
Dates:
(d) Option Election Dates: [Specify]
23. Amortizing Notes: [Yes/No]
(a) Instalment Date(s): [Specify]
(b) Instalment Amounts: [Specify]
(c) Table setting forth [Include Table Here]
repayment information:
24. Redemption Amount (if other [Specify Amount Above or
than Principal Amount): Below Par or Otherwise]
- 7 -<PAGE>
<PAGE> 57
25. Basis of Calculation of [Give Details]
the Variable Redemption
Amount, if applicable:
26. Redemption Month [Specify Month and Year]
(Floating Rate Notes):
27. Corporation's Optional [Yes/No]
Redemption:
(a) Notice Period: [Specify Maximum and Minimum
Number of Days for Notice
Period]
(b) Amount: [All or Less than All and, if
Less than All, Minimum
Amounts]
(c) Date(s): [Specify]
28. Redemption at the Option [Yes/No]
of the Holders of Notes:
(a) Notice Period: [Specify Maximum and Minimum
Number of Days for Notice
Period]
(b) Amount: [All or Less than All and, if
Less than All, Minimum
Amounts]
(c) Date(s): [Specify]
29. Long Maturity Note: [Yes/No]
30. Unmatured Coupons Void [Yes/No]
on Early Redemption:
31. Talons:
(a) Talons for Future [Yes/No]
Coupons to be Attached
to Definitive Bearer
Notes:
(b) Fixed Rate Interest [Specify Dates]
Payment Date(s) or
Interest Payment
Date(s) on Which the
Talons (if any) Mature:
32. Receipts to be attached to [Yes/No]
Amortizing Notes:
- 8 -
<PAGE>
<PAGE> 58
33. Additional Provisions [Give Details if Applicable]
Relating to the Notes:
Other Relevant Terms
1. Listing (if yes, specify [Specify Stock Exchange]
Stock Exchange(s)):
2. Details of any Clearance [Give Details]
System other than DTC,
Euroclear or Cedel approved
by the Corporation and the
applicable Trustee and
Clearance and Settlement
Procedures:
3. Syndicated: [Yes/No]
4. If Syndicated:
(a) Liability: [Several/Joint and Several]
(b) Lead Manager: [Name]
(c) Stabilizing Manager: [Name]
6. Commissions, Concessions [Specify]
and Discounts (applicable
in the case of U.S.
Offerings*):
7. Proceeds to the Corporation
(applicable in the case of
U.S. Offerings*)
8. Codes:
(a) Common Code: [Specify]
(b) ISIN: [Number]
(c) CUSIP: [Number]
(d) Other: [Number]
9. Identity of Dealer(s)/ [Name(s)]
Manager(s):
- 9 -
<PAGE>
<PAGE> 59
10. Provisions for Bearer Notes:
(a) Exchange Date: [Date]
(b) Permanent Global Note: [Yes/No]
(c) Definitive Bearer Notes: [Yes/No]
(d) Individual Definitive [Yes/No. If yes, specify
Registered Notes: circumstances]
(e) Global Registered [Yes/No. If yes, specify
Notes: circumstances]
11. Provisions for Registered
Notes:
(a) Individual Definitive [Yes/No]
Registered Notes
Available on Issue
Date:
(b) DTC Global Note(s): [Yes/No. If yes, specify
number]
(c) Other Global [Yes/No. If yes, specify
Registered Notes: number]
General Information
1. [Set out any additions or variations to the selling
restrictions.]
2. [Other]
[Supplemental Prospectus Information
The Prospectus is hereby supplemented with the following
information, which shall be deemed to be incorporated in, and to
form part of, the Prospectus.
[Set out here any additional disclosure regarding, for
example, taxation or exchange rate movements, which is
considered necessary for the particular issue.]]
FIRST INTERSTATE BANCORP
By:_______________________
Name:
Title:
-10-
<PAGE>
<PAGE> 60
______________________
[* U.S. Offerings means agency placements, principal trades or
syndicated offerings of Notes in which the Notes offered
are to be sold within the United States.]
-11-
<PAGE>
<PAGE> 61
EXHIBIT E TO THE
DEALER AGREEMENT
----------------
SELLING RESTRICTIONS
(a) General. Other than in the United States of America,
no action has been or will be taken by the Corporation or by or
on behalf of any Dealer which would permit a public offering of
any of the Notes or distribution the Prospectus or any amendment
or supplement thereto issued in connection with the offering of
any of the Notes or any other offering material, in any
jurisdiction where there are requirements for such purpose to be
complied with. Accordingly, Notes may not be offered or sold,
directly or indirectly, and neither a Prospectus or any
amendment or supplement thereto nor any advertisement or other
offering material may be distributed or published in any non-
U.S. jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Each
Dealer (and the Corporation in connection with sales of Notes on
its own behalf) will to the best of its knowledge comply with
all relevant laws, regulations and directives in each non-U.S.
jurisdiction in which it purchases, offers, sells, or delivers
Notes or has in its possession or distributes the Prospectus or
any amendment or supplement thereto or any other offering
material or any Pricing Supplement.
No Dealer is authorized to make any representation or use
any information in connection with the issue, offering and sale
of the Notes other than as contained in or consistent with the
Prospectus, the applicable Pricing Supplement or such other
information relating to the Corporation and/or the Notes which
the Corporation has authorized to be used or is otherwise
publicly available.
Selling restrictions may be modified or supplemented by the
agreement of the Corporation and the relevant Dealer or Dealers
following a change in the relevant law, regulation or directive.
Any such modification or supplement will be set out in the
Pricing Supplement issued in respect of a particular issue of
Notes to which it relates or in a supplement to the Prospectus.
(b) United States of America. Notes in bearer form are
subject to U.S. tax law requirements. Accordingly, with respect
to such Notes in bearer form, each Dealer represents and agrees
that:
(1) except to the extent permitted under U.S. Treas.
Reg. Sec. 1.163-5(c)(2)(i)(D) (the "D Rules"),
(a) it has not offered or sold, and during the
restricted period will not offer or sell, Notes in
bearer form to a person who is within the United
States or its possessions or to a United States
person; and
(b) it has not delivered and will not deliver
within the United States or its possessions definitive
Notes in bearer form that are sold during the
restricted period;
(2) it has and throughout the restricted period will
have in effect procedures reasonably designed to ensure
that its employees or agents who are directly engaged
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<PAGE> 62
in selling Notes in bearer form are aware that such Notes
may not be offered or sold during the restricted period to
a person who is within the United States or its possessions
or to a United States person, except as permitted by the D
rules;
(3) if it is a United States person, it is acquiring
the Notes in bearer form for purposes of resale in
connection with their original issuance and if it retains
Notes in bearer form for its own account, it will only do
so in accordance with the requirements of U.S. Treas. Reg.
Sec. 1.163-5(c)(2)(i)(D)(6);
(4) it has not entered and will not enter into any
written contractual arrangement with respect to the offer
or sale of the Notes, except with its affiliates or with
the prior written consent of the Corporation;
(5) with respect to Notes in bearer form issued as
part of a "targeted offering", (a) it will offer and sell
the Notes in bearer form in accordance with practices and
documentation customary in the designated foreign country,
(b) it will use reasonable efforts to sell the Notes in
bearer form only within the designated foreign country, (c)
it has not made and will not make, and will not consent to
the making of, any application for the listing of the Notes
in bearer form on any exchange located outside the
designated foreign country and (d) the issuance of the
Notes in bearer form is subject to guidelines or
restrictions imposed by governmental, banking or securities
authorities in the designated foreign country;
(6) with respect to Notes in bearer form issued as
part of a "targeted offering", more than 80 percent of the
Notes in bearer form allotted to it will be offered and
sold to persons who are not distributors by distributors
who maintain an office located in the designated foreign
country; and
(7) with respect to each affiliate that acquires from
it Notes in bearer form for the purpose of offering or
selling such Notes during the restricted period, it either
(a) repeats and confirms the representations contained in
clauses (1), (2), (3), (4), (5) and (6) on behalf of such
affiliate or (b) agrees that it will obtain from such
affiliate for the benefit of the Corporation the
representations contained in clauses (1), (2), (3), (4),
(5) and (6).
Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code and regulations
thereunder, including the D Rules. For purposes of this
paragraph, a "targeted offering" shall mean an offering so
designated by the Corporation and the "designated foreign
country" shall be the foreign country designated by the
Corporation in connection with any such targeted offering.
In connection with the offer or sale by a Dealer from its
primary allotment of a Registered Notes that is represented by
an interest in a Temporary Global Note to a person within the
United States or its possessions, as defined for purposes of
U.S. Treas. Reg. Sec. 1.163-5(c)(2)(i)(D), or to a United States
person, as defined in Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, after the relevant Issue Date,
promptly after such offer or sale, such Dealer shall notify the
applicable Trustee of such sale and shall
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<PAGE> 63
request that such Trustee (i) exchange such interest in such
Temporary Global Note for an interest in a DTC Global Note or an
individual Definitive Registered Note and (ii) arrange for
delivery of such DTC Global Note or individual Definitive
Registered Note, as the case may be, as soon as practicable
thereafter in accordance with the applicable Indenture and the
terms and conditions set forth in the note representing the
Notes.
Certain issues of Notes in respect of which any payment is
determined by reference to an index or formula, or to changes in
prices of securities or commodities, or certain other Notes,
shall be subject to such additional United States selling
restrictions as the Corporation and the relevant Dealer or
Dealers may agree as a term of issuance and purchase of such
Notes, as indicated in the applicable Pricing Supplement. Each
Dealer severally agrees that it shall offer, sell and deliver
such Notes only in compliance with such additional United States
selling restrictions.
(c) United Kingdom. Each Dealer represents and agrees
that:
(1) it has not offered or sold and, for so long as
Part III of the Companies Act 1985 remains in force in
relation to the Notes, will not offer or sell in the United
Kingdom, by means of any document, any Notes other than to
persons whose ordinary business it is to buy or sell shares
or debentures, whether as principal or agent or, in any
case, in circumstances which do not constitute an offer to
the public within the meaning of the Companies Act 1985;
(2) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the
Notes in, from or otherwise involving the United Kingdom;
(3) it has only issued or passed on and it will only
issue or pass on in the United Kingdom any document
received by it in connection with the issue of any Note to
a person who is of a kind described in Article 9(3) of the
Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1988 or is a person to whom the document
may otherwise lawfully be issued or passed on; and
(4) once the law which shall replace Part III of the
Companies Act 1985 has come into force, it will not
directly or indirectly, issue or cause to be issued in the
United Kingdom any advertisement offering Notes in
circumstances which would require (for the avoidance of any
contravention of the provisions) a prospectus to have been
delivered to the Registrar of the Companies in England and
Wales.
(d) Japan. Each Dealer understands that Notes denominated
in yen have not been, and will not be, registered under the
Securities and Exchange Law of Japan. Each Dealer represents
and agrees that it will not offer or sell any Notes which are
denominated in yen directly or indirectly in Japan or to
residents of Japan or for the benefit of any Japanese person
(which term as used herein means any person resident in Japan
including any corporation or other entity organized under the
laws of Japan) or to others for reoffering or resale directly or
indirectly in Japan or to any resident of Japan or to any
Japanese person during the period of 90 days (or 180 days in the
case a Dual Currency Note (as defined in the
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<PAGE> 64
Prospectus) denominated or redeemable in Yen) after the Original
Issue Date of the relevant Note. Thereafter, it will not do so
except in circumstances which will result in compliance with any
applicable laws, regulations and ministerial guidelines of
Japan.
Without limiting the generality of the foregoing, no Notes
denominated in Yen will be sold without the specific approval of
the Japanese Ministry of Finance, except for single currency
Notes repayable at their non-variable principal or redemption
amount and bearing interest at a fixed interest rate or by
reference to Yen LIBOR (plus or minus a margin) and structured
Notes, such as Nikkei-linked and DAX-linked issues, in each case
which are already permitted by the Japanese Ministry of Finance.
(e) Germany. Each Dealer agrees, in connection with the
initial placement of Notes in Germany, unless otherwise provided
in the relevant Subscription Agreement in the case of an issue
made on a syndicated basis, to offer and sell Notes (i) only for
an aggregate purchase price per purchaser of at least DM 80,000
(or the foreign currency equivalent) or such other amount as may
be stipulated from time to time by applicable German law or (ii)
in accordance with the provisions of the German Securities
Selling Prospectus Act of 13th December, 1990, as amended, or
any other laws applicable in Germany governing the issue,
offering and sale of securities.
(f) Switzerland. Any issue, offer and sale of Notes
denominated in Swiss francs or carrying a Swiss franc related
element will, to the extent applicable, comply with Swiss law
and regulations of the Swiss National Bank. In particular, any
such issue must be effected and sold through a bank or finance
company domiciled in Switzerland which is regulated under
Article 8 of the Federal Law on Banks and Savings Banks of 1934
(as amended) (which includes a branch or subsidiary of a foreign
bank located in Switzerland). Under current guidelines, such
bank or finance company must have obtained the authorization of
the Swiss National Bank prior to effecting the transaction.
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EXHIBIT F TO THE
DEALER AGREEMENT
----------------
Form of Calculation Agent Agreement
CALCULATION AGENT AGREEMENT dated as of
______________, 199__ between FIRST INTERSTATE BANCORP (the
"Corporation") and [DEALER/DEALER'S NOMINEE] (the "Calculation
Agent", which expression shall include its successors and
assigns).
WHEREAS, the Corporation proposes to issue from time
to time notes (the "Notes") pursuant to the terms of a Dealer
Agreement dated December 9, 1994 (as amended from time to time,
the "Dealer Agreement") between the Corporation and the other
parties named therein relating to the Global Medium-Term Note
Program of the Corporation (the "Program"); and
WHEREAS, the Corporation wishes to appoint the
Calculation Agent as calculation agent for the purpose of making
any determination which it is required to make pursuant to the
terms and conditions of the Notes identified in the applicable
Pricing Supplement (the "Conditions") in respect of which it is
appointed as Calculation Agent;
IT IS HEREBY AGREED as follows:
1. Interpretation. Expressions used and not defined in
this Agreement shall, unless the context otherwise requires,
bear the meanings given to them in the Conditions of the Notes
and the Dealer Agreement.
2. Appointment. In the event that the Calculation Agent
agrees to act as such in relation to a particular issue of
Notes, the Corporation appoints the Calculation Agent as its
agent for the purposes of making such calculations and/or
determinations in respect of the Notes as are agreed between the
Corporation and the Calculation Agent (and set out in the
Conditions) on the following terms and conditions.
3. (a) Duties. The Calculation Agent will perform the
duties expressed to be performed by it in the Conditions of the
particular issue of Notes in respect of which it is appointed.
In respect of each such appointment, as soon as practicable
after the relevant time on such date as the Conditions may
require any specified amount to be calculated, any quote to be
obtained or any determination or calculation to be made by the
Calculation Agent, the Calculation Agent (i) will determine the
relevant interest rate(s) and calculate the amount of interest
payable in respect of the Notes for the relevant interest period
or interest payment date, calculate any other specified amount,
obtain such quote or make such determination or calculation, as
the case may be, and (ii) will cause the interest rate and the
amount of interest payable for each interest period or interest
payment date and, if required, the relevant interest payment
date and, if required to be calculated, the amount pertaining to
redemption of the Notes, to be provided to the applicable
Trustee and the Corporation as soon as possible after their
determination but in no event later than the seventh day
thereafter. In performing its duties under this Clause, the
Calculation Agent shall obtain relevant quotes from appropriate
banks or reference agents and/or obtain information from such
other sources as are specified
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<PAGE> 66
in the Conditions or, in the event that no such information is
available from such sources, as the Calculation Agent shall deem
as appropriate.
(b) Changes to Conditions. The Calculation Agent
shall be obliged to perform only the duties set out specifically
in this Agreement and any duties necessarily incidental to them.
No implied duties or obligations shall be read into this
Agreement or the Conditions against the Calculation Agent. If
the Conditions are amended on or after a date on which the
Calculation Agent accepts any appointment in a way which affects
the duties expressed to be performed by the Calculation Agent,
the Calculation Agent shall not be obliged to perform such
duties as so amended unless it has first approved the relevant
change to the Conditions.
(c) Notification of failure to make determination.
If the Calculation Agent at any material time does not determine
the relevant interest rate(s), amount of interest payable or any
specified amount pertaining to the redemption of the Notes,
obtain any quote, or make any other determination or calculation
which it is required to make pursuant to the Conditions, it
shall forthwith notify the Corporation and the applicable
Trustee.
4. Indemnity. The Corporation shall, upon presentation
of duly documented evidence, indemnify the Calculation Agent
against any loss, liability, cost, claim, action, demand or
expense (including, but not limited to, all costs, charges and
expenses paid or incurred in disputing or defending any of the
foregoing) which it may incur or which may be made against it
arising out of or in relation to or in connection with its
appointment or the exercise of its functions, except such as may
result from the breach by it of the terms of this Agreement or
from its own wilful default, gross negligence or bad faith or
that of its officers or employees.
5. (a) Calculations Binding. The determination by the
Calculation Agent of any amount or of any state of affairs,
circumstance, event or other matter, or the formation of any
opinion or the exercise of any discretion required or permitted
to be determined, formed or exercised by the Calculation Agent
under or pursuant to this Agreement shall (in the absence of
manifest error) be final and binding on the Corporation, the
Dealers and the holders of the Notes, Coupons, Talons or
receipts.
(b) No Agency or Trust. In acting under this
Agreement and in connection with the Notes the Calculation Agent
shall not have any obligations towards or a relationship of
agency or trust with any of the holders of the Notes, Coupons,
Talons or receipts.
(c) Taking of Advice. The Calculation Agent may
consult on any legal matter any legal adviser selected by it,
who may be an employee of or legal adviser to the Corporation,
and it shall be protected and shall incur no liability for
action taken, or suffered to be taken, with respect to such
matter in good faith and in accordance with the opinion of such
legal adviser.
(d) Information Believed to be Genuine. The
Calculation Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing
suffered by
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<PAGE> 67
it in reliance upon any document or information from any
electronic or other source reasonably believed by it to be
genuine and to have been signed or otherwise given or
disseminated by the proper parties, even if it is subsequently
found not to be genuine or to be incorrect.
6. (a) Resignation. The Calculation Agent may resign
its appointment hereunder at any time by giving to the
Corporation not less than 60 days' written notice to that effect
(which notice may expire on different dates with respect to
different issues of Notes but shall not, in respect of any issue
of Notes, expire less than 30 days before any due date for
payment in respect of that issue of Notes). In the event that
the Calculation Agent is unable or unwilling or otherwise fails
to act, the Corporation will immediately appoint a leading bank
or investment banking firm engaged in the over-the-counter index
options or swap market to act as its successor. No resignation
by the Calculation Agent shall take effect, nor may the
Calculation Agent be removed (save as set out in this
Agreement), until a replacement Calculation Agent has been
appointed by the Corporation. The Corporation agrees with the
Calculation Agent that if, by the day falling ten (10) days
before the expiration of any notice under this Clause 6, the
Corporation has not appointed a replacement Calculation Agent,
the Calculation Agent shall be entitled, on behalf of the
Corporation, to appoint as Calculation Agent in its place a
leading bank or investment banking firm engaged in the over-the-
counter index options or swap market (acting through its
principal London office) to which the Corporation shall have no
reasonable objection. Any successor Calculation Agent appointed
hereunder shall execute and deliver to its predecessor and to
the Corporation an instrument accepting appointment hereunder
and thereupon such successor Calculation Agent, without further
act, deed or conveyance, shall become vested with all authority,
rights, powers, trust, immunities, duties and obligations of
such predecessor with like effect as if originally named as the
Calculation Agent hereunder.
(b) Termination of Appointment in Certain Events.
The Corporation may forthwith terminate the appointment of the
Calculation Agent if (i) at any time the Calculation Agent
becomes incapable of acting, or is adjudged bankrupt or
insolvent, or files a voluntary petition in bankruptcy or makes
an assignment for the benefit of its creditors or consents to
the appointment of a receiver, administrator or other similar
official of all or any substantial part of its property or
admits in writing its inability to pay or to meet its debts as
they become due and payable or suspends payment thereof, or if a
resolution is passed or an order made for its winding-up or
dissolution, or if a receiver, administrator or other similar
official of itself or all or any substantial part of its
property is appointed, or if an order of any court is entered
approving any petition filed by or against it under the
provisions of any applicable bankruptcy or insolvency laws, or
if any public officer takes charge or control of it or its
property or affairs for the purpose of rehabilitation,
conservation or liquidation; or (ii) it fails duly to make any
calculation or determination required to be made by it under
this Agreement and the Corporation gives it notice that it
intends to appoint a replacement Calculation Agent to make the
calculation in question and subsequent calculations (if any).
(c) If the appointment of the Calculation Agent
hereunder is terminated (whether by the Corporation of by the
resignation of the Calculation Agent), the Calculation Agent
shall on the date on which such termination takes effect deliver
to the successor Calculation Agent all records concerning the
Notes maintained by it (except such documents
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<PAGE> 68
and records as it is obliged by law or regulation to retain or
not to release) but shall have no other duties or
responsibilities hereunder.
(d) Notice. The Corporation shall give the holders
of Notes, in accordance with the Conditions, and the applicable
Trustee not less than 30 days' notice of any such proposed
resignation or termination or, where there is a termination
under Clause 6(b), shall give notice thereof as soon as possible
after such termination.
(e) Successor Corporations. Any corporation into
which the Calculation Agent may be merged or converted or any
corporation with which the Calculation Agent may be consolidated
or any corporation resulting from any merger, conversion or
consolidation to which the Calculation Agent shall be a party
shall, to the extent permitted by applicable law, be the deemed
the successor Calculation Agent under this Agreement. Notice of
any such merger, conversion or consolidation shall forthwith be
given to the Corporation.
7. Other Transactions. The Calculation Agent and any of
its officers, directors and employees may become the owner of,
or acquire any interest in, any Notes, Coupons, receipts or
Talons (if any) with the same rights that he or she would have
if the Calculation Agent were not appointed hereunder and may
engage or be interested in any financial or other transaction
with the Corporation and may act as depositary, trustee or agent
for any committee or body of holders of Notes, Coupons, receipts
of Talons (if any) or other obligations of the Corporation as
freely as if the Calculation Agent were not appointed hereunder.
8. Notices. Any notices hereunder shall be in accordance
with Section 13 of the Dealer Agreement.
[NOTICE PROVISIONS TO BE SET OUT IN FULL IF
CALCULATION AGENT IS NOT A DEALER:
___________________
___________________
___________________
___________________
Attention: ___________________
Telephone: ___________________
Telex:________________________
Fax:__________________________]
9. Governing Law. This Agreement shall be governed by,
and construed in accordance with, New York law.
This Agreement has been entered into on the date stated at
the beginning.
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APPENDIX TO CALCULATION AGREEMENT
[Only required where Calculation Agent
is not a relevant Dealer for the relevant issue]
To: [Calculation Agent]
[Date]
FIRST INTERSTATE BANCORP
Global Medium-Term Note Program
We refer to the [Calculation Agency/Dealer] Agreement
date as of [Date] and made between the Corporation and
[[Calculation Agent]/the Dealers named in it] and to the pricing
supplement[s] dated __________________ (the "Pricing
Supplement[s]"). We hereby confirm your appointment as
Calculation Agent in relation to the following issue[s] of Notes
in accordance with the terms of the Pricing Supplement[s] and
the Calculation Agent Agreement [scheduled to the Dealer
Agreement]:
Please confirm your agreement to your appointment by
signing the acknowledgement at the foot of the enclosed copy of
this letter and returning it to us.
Yours faithfully,
For and on behalf of
FIRST INTERSTATE BANCORP
By:_______________________
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We hereby confirm our agreement to our appointment as
Calculation Agent in accordance with the terms of your letter of
________________ of which the above is a copy.
Yours faithfully,
[Calculation Agent]
By:____________________
cc: [applicable Trustee]
cc: [relevant Dealer[s]]
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EXHIBIT G TO THE
DEALER AGREEMENT
----------------
Form of Letter from the Corporation
Notifying of an Increase in the Aggregate Proceeds
Of the Global Medium-Term Note Program
[Date]
To: [Each Current Dealer/Senior Trustee/Subordinated
Trustee/Registrar and Transfer Agent/Listing Agent(s)]
Dear Sirs,
First Interstate Bancorp
Global Medium-Term Note Program
_______________________________
We hereby notify you, pursuant to Section 15(a) of the Dealer
Agreement dated December 9, 1994 (as amended from time to time,
the "Dealer Agreement") in respect of the Corporation's Global
Medium-Term Note Program, that the aggregate proceeds of the
above Program have been increased to U.S.$[________] on
_________________. In accordance with Section 15(a) of the
Dealer Agreement we hereby confirm to you that the Corporation
has received confirmation from each of the credit agencies which
rate the debt securities of the Corporation that this proposed
increase will not result in either a downgrading or a review of
the Corporation's credit rating with possible negative
implications by the rating agencies rating the program.
Unless we receive notice to the contrary from you no later than
ten (10) days after your receipt of this letter, you will
(subject to our compliance with all matters contemplated in
Section 15(b) of the Dealer Agreement) be deemed to have
consented to the increase in the Aggregate Proceeds pursuant to
Section 15(a).
Terms used in this letter have the meanings given to them in the
Dealer Agreement.
Yours faithfully,
FIRST INTERSTATE BANCORP
By:_____________________
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EXHIBIT H TO THE
DEALER AGREEMENT
----------------
Form of Substitution Notice
[DATE]
To: [INSERT ALL PARTIES TO THE AGREEMENT AT THAT TIME]
This Substitution Notice relates and is supplemental to the
Dealer Agreement dated December 9, 1994, among First Interstate
Bancorp (the "Corporation") and the other parties named therein
(as amended or supplemented from time to time, the "Dealer
Agreement"). Terms defined in the Dealer Agreement shall have
the same meanings herein.
(A) [INSERT NAME OF PRIOR ENTITY] gives [INSERT ALL PARTIES TO
THE AGREEMENT AT THAT TIME] this Substitution Notice
pursuant to and for the purpose of Section 16 of the Dealer
Agreement so as to take effect in accordance with the terms
thereof on the last date on which a party to the Dealer
Agreement receives a Substitution Notice from [INSERT NAME
OF PRIOR ENTITY] (the "Effective Date").
(B) [INSERT NAME OF PRIOR ENTITY] hereby undertakes with
[INSERT ALL PARTIES TO THE AGREEMENT AT THAT TIME] that it
will perform all those obligations which by the terms of
the Dealer Agreement will be assumed by [INSERT NAME OF NEW
ENTITY] on the Effective Date.
(C) This Substitution Notice and the rights and obligations of
the parties hereunder shall be governed by and construed in
accordance with New York law.
....................... ......................
Duly authorized for and Duly authorized for and
on behalf of on behalf of
[NAME OF PRIOR ENTITY] [NAME OF NEW ENTITY]
CONFIRMED and ACCEPTED,
as of the date first
above written
FIRST INTERSTATE BANCORP
By: ______________________________
