<PAGE>
THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.
As filed with the Securities and Exchange Commission on December 29, 1994.
Registration No. 33-
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
FIRST SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-6118148
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
61 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
SCOTT C. ULBRICH
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIRST SECURITY CORPORATION
61 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 246-5706
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
---------------------
COPIES TO:
A. ROBERT THORUP
RAY, QUINNEY & NEBEKER
SUITE 700
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 532-1500
---------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered per share offering price fee
- -------------------------------------------------------------------------------
Common Stock 1,000,000(1) $ 23.046(2) $ 2,304,600(2) $ 794.69
shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Plus, in accordance with Rule 416(a), such indeterminate number of
shares as may become subject to the First Security Corporation Employee
Stock Purchase Plan (the "Plan") as a result of the adjustment
provisions therein.
(2) The registration fee for the shares of Common Stock issuable under the
terms of the 1994 Plan was calculated pursuant to Rule 457(c), based on
the closing last sale price on the NASDAQ NMS on December 27, 1994.
-----------------------------------------------------
-----------------------------------------------------
This Registration Statement consists of 9 consecutively numbered pages.
The Exhibit Index is on consecutively numbered page 4.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
********
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
********
******** INFORMATION REQUIRED BY PART I TO BE CONTAINED IN THE SECTION 10(A)
PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN ACCORDANCE
WITH RULE 428 UNDER THE SECURITIES ACT OF 1933 AND THE NOTE TO PART
I OF FORM S-8.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and Exchange
Commission are incorporated by reference in the Registration Statement:
(1) Registrant's report
on Form 10-K for its fiscal year ended December 31, 1993;
(2) Registrant's
Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 30, 1994;
(3) Registrant's Report
on Form 8-K dated January 24, 1994;
(4) Registrant's Proxy
Statement dated March 15, 1994.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Counsel for Registrant, Ray Quinney & Nebeker, has rendered an opinion to
the effect that the shares of common stock covered through this Registration
Statement will be duly and validly issued, fully paid and non-assessable upon
issuance. Attorneys at Ray Quinney & Nebeker PC beneficially owned an
aggregate total of no more than 4% of the Registrant's common stock as of
December 20, 1994.
-3-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's Articles of Incorporation require the Registrant to indemnify
and hold harmless its directors and officers to the extent that indemnifiable
expenses or losses were not caused by the willful, bad faith or grossly
negligent conduct of the officer or director. Registrant maintained a policy
of director's and officer's liability insurance to fund this obligation.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS
The following Exhibits are filed as a part of this Registration Statement:
4. The 1994 First Security Corporation Employee Stock Purchase Plan.
5. Opinion of Ray Quinney & Nebeker, Professional Corporation.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Ray Quinney & Nebeker (included in Exhibit 5).
ITEM 9. UNDERTAKINGS
(A) Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
PROVIDED HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
-5-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remains unsold at
the termination of the offering.
(B) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(C)
(1) Registrant hereby undertakes to deliver or cause to be delivered with
the Prospectus to each employee to whom the Prospectus is sent or given a
copy of Registrant's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report, in which
case Registrant shall state in the Prospectus that it will promptly
furnish, without charge, a copy of such report on written request of the
employee. If the last fiscal year of Registrant has ended within 120 days
prior to the use of the Prospectus, the annual report of Registrant for the
preceding fiscal year may be so delivered, but within such 120-day period
the annual report for the last fiscal year will be furnished to each such
employee.
(2) Registrant hereby undertakes to transmit or cause to be transmitted to
all employees participating in the 1994 Plan who do not otherwise receive
such material as stockholders of Registrant, at the time and in the manner
such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders
generally.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, First Security
Corporation has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah,
on the 27th day of December, 1994.
FIRST SECURITY CORPORATION
By: /S/ MORGAN J. EVANS
-------------------
Morgan J. Evans
President and
Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
A. Robert Thorup, Esq. and Brad D. Hardy, Esq. and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution, for him
and in his name, place and stead, in any and all capacities, to sign and to
file any and all amendments, including pre- and/or post-effective amendments
to this Registration Statement, with the Securities and Exchange Commission,
granting to said attorney-in-fact full power and authority to perform any
other act on behalf of the undersigned required to be done in connection
therewith.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.
SIGNATURE TITLE DATE
/S/ Spencer F. Eccles Chairman and Chief December 27, 1994
- --------------------- Executive Officer,
Spencer F. Eccles Director
/S/ MORGAN J. EVANS President and Chief December 27, 1994
- --------------------- Operating Officer,
Morgan J. Evans Director
-7-
<PAGE>
/s/ Scott C. Ulbrich Executive Vice December 27, 1994
- --------------------- President and Chief
Scott C. Ulbrich Financial Officer
(Princial Financial
and Accounting
Officer)
/s/ James C. Beardall Director December 27, 1994
- ----------------------
James C. Beardall
/s/ Rodney H. Brady Director December 27, 1994
- ----------------------
Rodney H. Brady
Director
- ----------------------
James E. Bruce
/s/ Thomas D. Dee II Director December 27, 1994
- ----------------------
Thomas D. Dee II
Director
- ----------------------
Dr. David P. Gardner
- ----------------------
/s/ Kendall D. Garff Director December 27, 1994
- ----------------------
Kendall D. Garff
Director
- ----------------------
U. Edwin Garrison
Director
- ----------------------
David B. Haight
/s/ Jay Dee Harris Director December 27, 1994
- ----------------------
Jay Dee Harris
/s/ Robert T Heiner Director December 27, 1994
- ----------------------
Robert T. Heiner
Director
- ----------------------
Howard W. Hunter
Director
- ----------------------
Karen H. Huntsman
Director
- ----------------------
G. Frank Joklik
Director
- ----------------------
B. Z. Kastler
-8-
<PAGE>
Director
- ----------------------
Joseph G. Maloof
/s/ Scott S. Parker Director December 27, 1994
- ----------------------
Scott S. Parker
Director
- ----------------------
Dr. Arthur K. Smith
/s/ James L. Sorenson Director December 27, 1994
- ----------------------
James L. Sorenson
/s/ Harold J. Steele Director December 27, 1994
- ----------------------
Harold J. Steele
-9-
<PAGE>
EXHIBIT 4
FIRST SECURITY CORPORATION
1994
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
ARTICLE NUMBER DESCRIPTION PAGE
ARTICLE I PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Name of Plan. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Effective Date . . . . . . . . . . . . . . . . . . . . . . . 1
1.04 Prior Plans . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 2
2.01 "Administrative Committee" . . . . . . . . . . . . . . . . . 2
2.02 "Board" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.03 "Claimant" . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.04 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.05 "Corporation" . . . . . . . . . . . . . . . . . . . . . . . . 2
2.06 "Date of Purchase" . . . . . . . . . . . . . . . . . . . . . 2
2.07 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . 2
2.08 "Eligible Employee" . . . . . . . . . . . . . . . . . . . . . 2
2.09 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.10 "Employee Note, Pledge Agreement and Disclosure Statement" . 3
2.11 "Employee Stock Purchase Agreement" . . . . . . . . . . . . . 3
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<PAGE>
2.12 "Enrollment Date" . . . . . . . . . . . . . . . . . . . . . . 3
2.13 "Fair Market Value" . . . . . . . . . . . . . . . . . . . . . 3
2.14 "Letter" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.15 "Opportunity" . . . . . . . . . . . . . . . . . . . . . . . . 3
2.16 "Opportunity Date" . . . . . . . . . . . . . . . . . . . . . 3
2.17 "Pendency of an Opportunity" . . . . . . . . . . . . . . . . 4
2.18 "Plan" or "1994 Plan" . . . . . . . . . . . . . . . . . . . . 4
2.19 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.20 "Purchase Price" . . . . . . . . . . . . . . . . . . . . . . 4
2.21 "Shares" . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . 4
3.01 Aggregate Limitation on the Shares . . . . . . . . . . . . . 4
3.02 Limitations on the Acquisition of Shares . . . . . . . . . . 4
3.03 Recapitalization . . . . . . . . . . . . . . . . . . . . . . 5
3.04 Rights as a Shareholder . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV TERMS AND CONDITIONS OF OPPORTUNITIES . . . . . . . . . . 6
4.01 Granting of Opportunities . . . . . . . . . . . . . . . . . . 6
4.02 Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.03 Summary Plan Description / Prospectus . . . . . . . . . . . . 7
4.04 Purchasing Shares Under the 1994 Plan . . . . . . . . . . . . 7
4.05 Date of Purchase . . . . . . . . . . . . . . . . . . . . . . 7
4.06 No Employment Rights . . . . . . . . . . . . . . . . . . . . 7
4.07 No Discrimination . . . . . . . . . . . . . . . . . . . . . . 8
4.08 Medium and Time of Payment . . . . . . . . . . . . . . . . . 8
4.09 Termination of Employment . . . . . . . . . . . . . . . . . . 8
4.10 Death of Eligible Employee . . . . . . . . . . . . . . . . . 9
4.11 Restrictions on Transfer of Shares and Opportunities . . . . 9
4.12 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . 9
4.13 Other Provisions . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE V EMPLOYEE NOTE, PLEDGE AGREEMENT AND DISCLOSURE STATEMENTS 10
5.01 Payment Arrangements . . . . . . . . . . . . . . . . . . . . 10
5.02 Payroll Deductions . . . . . . . . . . . . . . . . . . . . . 10
5.03 Prepayment of Employee Note, Pledge Agreement and Disclosure
Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.04 Interest on Payroll Deduction Accounts . . . . . . . . . . . 10
5.05 Periodic Reports . . . . . . . . . . . . . . . . . . . . . . 11
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<PAGE>
ARTICLE VI ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . 11
6.01 The Administrative Committee . . . . . . . . . . . . . . . . 11
6.02 Option to Suspend the 1994 Plan . . . . . . . . . . . . . . . 11
6.03 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 11
6.04 Ministerial Assistance to Administrative Committee . . . . . 11
ARTICLE VII TERM OF PLAN . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VIII AMENDMENT, MERGER AND TERMINATION . . . . . . . . . . . . 12
ARTICLE IX REVIEW PROCEDURE UPON DENIAL OF A CLAIM . . . . . . . . . 13
9.01 Notice of Denial of Claim . . . . . . . . . . . . . . . . . 13
9.02 Review Procedure. . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE X APPLICATION OF FUNDS . . . . . . . . . . . . . . . . . . . 14
ARTICLE XI NO OBLIGATION TO EXERCISE AN OPPORTUNITY . . . . . . . . .14
ARTICLE XII APPROVAL OF SHAREHOLDERS . . . . . . . . . . . . . . . . . 14
ARTICLE XIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 14
13.01 Severability . . . . . . . . . . . . . . . . . . . . . . . . 14
13.02 Construction . . . . . . . . . . . . . . . . . . . . . . . 14
13.03 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 15
13.04 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 15
-iii-
<PAGE>
First Security Corporation
1994 EMPLOYEE STOCK PURCHASE PLAN
Effective DECEMBER 20, 1994
(SUBJECT TO APPROVAL OF THE SHAREHOLDERS)
ARTICLE I
Purpose
1.01 NAME OF PLAN. The 1994 Plan and concomitant rights created by the
Corporation in accordance with the terms hereof shall be known as the 1994 First
Security Corporation Employee Stock Purchase Plan.
1.02 PURPOSE. This Plan is intended as an incentive to employee
performance and to encourage stock ownership by all qualifying employees of
First Security Corporation so that they may acquire or increase their
proprietary interest in the success of First Security Corporation, and to
encourage them to remain in the employ of First Security Corporation. It is
further intended that this plan constitute an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended, and that the receipt and disposition of First Security Common Stock
pursuant to this plan shall qualify for tax treatment under Section 421(a) of
said Code. All provisions of this plan shall be construed to effectuate these
purposes.
1.03 EFFECTIVE DATE. This Plan shall be effective as of December 20,
1994, subject to subsequent shareholder approval at the 1995 Annual Meeting of
Shareholders. It is understood that this plan shall not comply with the
provisions of Section 423 of the Internal Revenue Code unless it is approved by
a majority of the shareholders of the Corporation during the period beginning
twelve months before and ending twelve months after the Effective Date. It is
further understood that NASDAQ National Market System requirements also may
mandate such shareholder approval. Notwithstanding these requirements for such
approval to meet the criteria for special tax benefits, and listing of the
Corporation's shares on the NASDAQ NMS, this Plan shall be otherwise legally
valid beginning on the Effective Date.
1.04 PRIOR PLANS. This Plan is a successor to previously employed
employee stock purchase plans, including the First Security Corporation 1983
Employee Stock Purchase Plan. Shares authorized for use in any such prior plans
are continued within the share authorization of this Plan, and to the extent
that any long term financing arrangements under the prior plans are still in
operation for purchases of shares under the prior plans, such financing
arrangements will be respected and will be governed in all respects by the
applicable prior plan provisions.
<PAGE>
ARTICLE II
DEFINITIONS
2.01 "ADMINISTRATIVE COMMITTEE". The term "Administrative Committee"
shall refer to those non-employee Directors of the Corporation elected by the
majority vote of the Board of Directors of the Corporation to sit on the
Executive Committee of the Board.
2.02 "BOARD". The term "Board" shall refer to the duly elected and
functioning Board of Directors of the Corporation as in existence from time to
time.
2.03 "CLAIMANT". The term "Claimant" as used herein shall refer to an
employee who makes a claim for benefits or special consideration under the 1994
Plan.
2.04 "CODE". The term "the Code" shall refer to the Internal Revenue Code
of 1986, as amended.
2.05 "CORPORATION". The term "Corporation" refers to First Security
Corporation and all "subsidiaries" or "parents" (as defined in Sections 425(e)
and (f) of the Code) of First Security Corporation as and when such
relationships are created.
2.06 "DATE OF PURCHASE". The "Date of Purchase" or "Purchase Date" as to
any Shares shall be the business day that the Administrative Committee receives
a fully-executed Employee Stock Purchase Agreement together with the necessary
Exercise Price in cash, or a fully completed and executed Employee Note, Pledge
Agreement and Disclosure Statement from an Eligible Employee.
2.07 "EFFECTIVE DATE". The "Effective Date" of the 1994 Plan shall be
December 1, 1994.
2.08 "ELIGIBLE EMPLOYEE". The term "Eligible Employee" herein shall mean
an employee of the Corporation as of the Enrollment Date (1) whose customary
employment is more than twenty (20) hours per week; (2) whose customary term of
employment is for at least five (5) months per year; and (3) who has been
employed by the Corporation for at least one (1) year.
2.09 "EMPLOYEE". An "Employee" is a person engaged in rendering personal
service to the Corporation and who is on the payroll records of the Corporation
as a common law employee, all as determined solely by the Administrative
Committee.
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<PAGE>
2.10 "EMPLOYEE NOTE, PLEDGE AGREEMENT AND DISCLOSURE STATEMENT". The term
"Employee Note, Pledge Agreement and Disclosure Statement" shall refer to that
form of agreement provided for in the 1994 Plan which will authorize and
instruct the Corporation to advance funds to the Eligible Employee for the
purchase of Shares and to implement the payroll deduction mechanism requested by
the Eligible Employee. The form of this agreement is attached hereto as Exhibit
"A".
2.11 "EMPLOYEE STOCK PURCHASE AGREEMENT". The term "Employee Stock
Purchase Agreement" shall mean the document submitted by an Eligible Employee
who, during the Pendency of an Opportunity, desires to acquire Shares. Each
Employee Stock Purchase Agreement executed and delivered by an Eligible Employee
shall specify the number of Shares being acquired, and shall be accompanied by
the Exercise Price, or by an Employee Note, Pledge Agreement and Disclosure
Statement. The form of Employee Stock Purchase Agreement is attached as Exhibit
"C".
2.12 "ENROLLMENT DATE". The term "Enrollment Date" shall refer to the
date which is ten (10) business days immediately prior to the date of a Letter,
and is the date on which the Administrative Committee shall make determinations
as to which Employees are Eligible Employees for the Opportunity then to be
offered.
2.13 "FAIR MARKET VALUE". The term "Fair Market Value" as used herein
shall mean the "last sale" price of the Corporation's Common Stock as quoted on
the NASDAQ National Market System on the day prior to the Opportunity date.
2.14 "LETTER". The term "Letter" shall refer to the Notification Letter
from the Administrative Committee to an Eligible Employee notifying the Eligible
Employee that he has been granted an Opportunity and disclosing to the Eligible
Employee all of the necessary terms, conditions and mechanics of exercise of an
Opportunity. The form of Letter is attached as Exhibit "B" hereto and made a
part hereof by this reference.
2.15 "OPPORTUNITY". The term "Opportunity" shall mean the right granted
to an Eligible Employee during any Plan Year to acquire Shares for the announced
Exercise Price. An Opportunity will last for such a period as determined by the
Administrative Committee, not to exceed one month.
2.16 "OPPORTUNITY DATE". The term "Opportunity Date" shall mean
the date set out in a Letter as the beginning date of an Opportunity.
2.17 "PENDENCY OF AN OPPORTUNITY". The term "Pendency of an Opportunity"
shall be that period beginning on the date a Letter is received by an Eligible
Employee and ending on the last day of the Opportunity as provided in the
Letter. Each new Letter grants and declares a new Opportunity and creates a new
period of "Pendency of an Opportunity".
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<PAGE>
2.18 "PLAN" or "1994 PLAN". The terms "the Plan", "this Plan" and "the
1994 Plan" shall refer herein to the 1994 First Security Corporation Employee
Stock Purchase Plan and all rights, responsibilities and provisions contained in
this document as approved by the Board of Directors and/or the shareholders of
the Corporation.
2.19 "PLAN YEAR". A "Plan Year" is the twelve calendar month period
beginning with the start date of an Opportunity and ending at the end of such
twelve month period.
2.20 "PURCHASE PRICE". The term "Purchase Price" shall mean the purchase
price for Shares disclosed in the Letter as the binding price at which Shares
may be purchased during an Opportunity. The Purchase Price may be no less than
85% and no more than 100% of the Fair Market Value of the Shares in an
Opportunity, as determined by the Administrative Committee.
2.21 "SHARES". The "Shares" shall refer to the 1,000,000 shares of First
Security Corporation Common Stock authorized by the Board to be issued to
purchasing Eligible Employees under this Plan.
ARTICLE III
THE SHARES
3.01 AGGREGATE LIMIT. No more than an aggregate of 1,000,000 Shares may
be issued under the terms of this Plan. This number includes any Shares
previously authorized for prior plans, but which remained unsold as of the
Effective Date of this Plan. This number shall also be subject to adjustment as
provided in Article 3.03 hereof. All Shares will remain available for use under
the 1994 Plan unless and until purchased by an Eligible Employee, or until the
1994 Plan is terminated as provided herein.
3.02 LIMITATIONS ON THE ACQUISITION OF SHARES.
(a) If the Purchase Price of an Opportunity is less than 100% of Fair
Market Value,
(1) No Eligible Employee may participate in the 1994 Plan if, at the
time a Letter otherwise would issue, that Employee owns shares of the
Corporation's Common Stock possessing five percent (5%) or more of the
total combined voting power OR value of all classes of the
Corporation's capital stock then outstanding. For purposes of the
foregoing sentence, the rules of Section 424(d) of the Code shall
apply in determining stock ownership.
(2) No Eligible Employee will be granted an Opportunity which permits
his rights to purchase stock under the 1994 Plan or an employee stock
purchase plan of any corporation related to the Corporation at a rate
which exceeds $25,000 in fair market
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<PAGE>
value of the stock (determined at the time such Opportunity is
granted) for each calendar year in which such Opportunity is
outstanding. In determining if and when the accrual limitation has
been reached in the case of any Eligible Employee, the rules of
Section 423(b)(8) of the Code shall govern and shall control in the
event any portion of this Article III is in conflict therewith.
(b) No Eligible Employee may purchase less than 25 Shares in any
Opportunity, nor may any Eligible Employee purchase more Shares in an
Opportunity than would be valued at the aggregate Purchase Price to equal
more than 50% of the Eligible Employee's base salary.
3.03 RECAPITALIZATION. Subject to any required action by the Shareholders
of the Corporation, the number of Shares, and the Purchase Price per Share under
this Plan, shall be proportionately adjusted for any increase or decrease in the
number of authorized and issued shares of the Corporation's Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend.
Subject to any required action by the Shareholders of the Corporation, if
the Corporation shall be a party to any merger or consolidation which becomes
effective during the Pendency of an Opportunity, any Eligible Employee then
subject to an Agreement shall receive securities in the surviving company equal
in value and seniority to the Shares to which he would have been entitled under
this Plan had there been no merger or consolidation.
In the event of a change in the Corporation's Common Stock as presently
constituted, which is limited to a change of par value into the same or a
different number of Shares with a different par value, the shares resulting from
any such change shall be deemed to be Shares within the meaning of the 1994
Plan.
To the extent that the foregoing adjustments relate to the Shares, such
adjustments shall be made by the Administrative Committee, whose determination
shall be final, binding and conclusive on all persons interested in the 1994
Plan. The Administrative Committee shall act to see that this Plan and the
rights granted Eligible Employees hereunder shall not be adjusted in a manner
that causes the Shares or the 1994 Plan to fail to continue to qualify under
Section 423 of the Code.
Nothing in this Plan shall affect the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge or consolidate with any other entity, or to
dissolve, liquidate, sell, or transfer all or any part of its business or
assets.
3.04 RIGHTS AS A SHAREHOLDER. From the Date of Purchase, the purchasing
employee shall have all of the rights of a shareholder of the Corporation as to
such Shares. The Corporation shall maintain possession of, and a security
interest in, Shares purchased by Eligible
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Employees under an Employee Note, Pledge Agreement and Disclosure Statement, to
the extent the purchase price Shares remain unpaid for in full, including
interest, pursuant to the terms of any Employee Note, Pledge Agreement and
Disclosure Statement. Subject to that security interest, Eligible Employees may
vote such Shares, receive dividends thereon and otherwise exercise the
prerogatives of ownership thereof. However, no stock certificate shall be
issued until full payment, including interest, has been received for such
Shares.
ARTICLE IV
TERMS AND CONDITIONS OF OPPORTUNITIES
4.01 GRANTING OF OPPORTUNITIES. The Administrative Committee may grant
Opportunities to Eligible Employees beginning on and after the Effective Date.
As provided in the Letter, the number of Shares offered an Eligible Employee
during an Opportunity may differ from the number offered to another Eligible
Employee in the discretion of the Administrative Committee.
4.02 LETTERS. All Opportunities shall be evidenced by a Letter given to
each Eligible Employee qualified as of the applicable Enrollment Date. The
terms and provisions of the Opportunity will be described in the Letter, and
these may vary from Plan Year to Plan Year so long as they are all consistent
with this Plan. The Letter will also have attached a form of the Employee Note,
Pledge Agreement and Disclosure Statement and of the Employee Stock Purchase
Agreement.
4.03 SUMMARY PLAN DESCRIPTION / PROSPECTUS. On each Enrollment Date every
Eligible Employee not previously so provided will be given a Summary Plan
Description / Prospectus explaining all of the terms and conditions of the 1994
Plan and describing the Shares, all as permitted and/or required under
applicable law. All Eligible Employees shall have access through their
supervisors to the current Annual and Quarterly Reports of the Corporation.
To the extent of any material amendment to this Plan, or any other material
change in circumstances requiring an amendment to the Summary Plan Description /
Prospectus then in circulation, such amended Summary Plan Description /
Prospectus shall be distributed to all Eligible Employees as soon as possible
prior to the commencement of the next Opportunity.
4.04 PURCHASING SHARES UNDER THE 1994 PLAN. An Eligible Employee may
purchase Shares by executing and delivering a fully completed and executed
Employee Stock Purchase Agreement together with (1) the Purchase Price in the
form of cash or a cashier's check or (2) a completed and executed Employee Note,
Pledge Agreement and Disclosure Statement. Employees utilizing an Employee
Note, Pledge Agreement and Disclosure Statement are not thereby precluded from
separately using an Employee Stock Purchase Agreement to acquire additional
Shares during the Pendency of an Opportunity; PROVIDED that such Employee Stock
Purchase Agreement must be accompanied by the full Purchase Price in cash or
another Employee Note, Pledge Agreement and Disclosure Statement, and PROVIDED
further that such
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Eligible Employee does not, after consideration of the Shares covered by the
Employee Note, Pledge Agreement and Disclosure Statement then in place, thereby
exceed any limitation for acquisition of Shares during the Plan Year as set
forth in Article III.
4.05 DATE OF PURCHASE. Shares will be purchased as of the Date of
Purchase for purposes of taxable gains or losses based upon certain holding
periods, as well as for the application of Section 16 of the Securities Exchange
Act of 1934, where applicable.
4.06 NO EMPLOYMENT RIGHTS. The execution and delivery of an Employee
Note, Pledge Agreement and Disclosure Statement or an Employee Stock Purchase
Agreement shall not impose upon the Corporation any obligation to retain an
Eligible Employee as an Employee for any period. Conversely the exercise of any
Opportunity granted under the 1994 Plan shall not be made a condition of
continued employment with the Corporation.
4.07 NO DISCRIMINATION. All Eligible Employees shall have the same rights
and privileges in connection with this Plan; PROVIDED, however, that the number
of Shares which may be purchased by a particular Eligible Employee may bear a
uniform relationship to the total compensation of that Eligible Employee.
4.08 MEDIUM AND TIME OF PAYMENT. The Purchase Price shall be payable in
United States currency (or its substantial equivalent) at the time of delivery
of an Employee Stock Purchase Agreement, or ratably through payroll deductions,
as provided in 4.04, above.
4.09 TERMINATION OF EMPLOYMENT. In the event that an Eligible Employee
shall cease to be employed for any reason, including retirement, during the
Pendency of an Opportunity, such terminated Eligible Employee's rights to
exercise an Opportunity shall lapse as of the effective date of termination. An
authorized leave of absence or an absence for military or governmental services
or other temporary leave or absence shall, in the discretion of the
Administrative Committee, not constitute a termination of employment for the
purposes of any or all Opportunities.
An Eligible Employee whose employment is terminated for any reason, except
death, and who has in effect an Employee Note, Pledge Agreement and Disclosure
Statement shall have two weeks from the date of the termination letter sent to
him/her by the Corporation to pay the full remaining Purchase Price plus accrued
interest in order to retain ownership of the Shares subject to the Note.
Failure to pay the full remaining Purchase Price plus accrued interest in this
time period will result in the Corporation repurchasing the Shares at Fair
Market Value determined as of the date of the termination notice received by the
Corporation from the Human Resources Division. If the Fair Market Value so
determined is equal to or greater than the Purchase Price of the relevant Shares
plus accrued interest without regard to payments otherwise made on the Note,
then the Purchase Price and accrued interest will be credited to the Corporation
and the remainder, if any, will be remitted in cash to the terminating
employee. If the Fair Market Value so determined is less than the Purchase Price
of the relevant Shares plus accrued interest without regard to payments
otherwise made
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<PAGE>
on the Note, then the Fair Market Value will be credited to the Corporation and
the unpaid balance of the Purchase Price and accrued interest will be payable
by the terminating employee immediately.
4.10 DEATH OF ELIGIBLE EMPLOYEE. If an Eligible Employee shall die while
using an Employee Note, Pledge Agreement and Disclosure Statement, the deceased
Eligible Employee's estate shall have 60 days from the date of death of the
Employee to fulfill the requirements of Section 4.09.
4.11 RESTRICTIONS ON TRANSFER OF SHARES AND OPPORTUNITIES. No rights of
an Eligible Employee under this Plan are transferable by the Eligible Employee
other than by will or the laws of descent and distribution.
Until the Effective Date of a Registration Statement filed with the
appropriate federal and state authorities covering the Shares, all Eligible
Employees acquiring Shares will be restricted in their disposition of such
Shares as required by federal and state securities laws, and the Corporation's
transfer agent shall be directed that Shares acquired in the absence of an
effective Registration Statement, but pursuant to the 1994 Plan, must be
represented by certificates which are properly legended to indicate the
appropriate federal and state restrictions on transferability. The Summary Plan
Description / Prospectus delivered to each Eligible Employee will make clear
from time to time whether the Shares to be acquired by the Eligible Employee are
covered by an effective Registration Statement or will be subject to federal and
state securities laws' restrictions on transferability.
At all times, Eligible Employees who have purchased Shares must inform the
Corporation immediately and in writing of any sale or other transfer of such
Shares.
4.12 FRACTIONAL SHARES. Fractional Shares shall not be issued under the
1994 Plan, and any accumulated payroll deductions which would have been used to
purchase fractional Shares shall be returned to any Eligible Employee as soon as
practicable under the circumstances.
4.13 OTHER PROVISIONS. Any Letter and/or the Summary Plan Description /
Prospectus authorized under this Plan shall contain such other provisions,
including, without limitation, restrictions upon the purchase of Shares, as the
Administrative Committee shall determine in its discretion from time to time.
Any Letter may also contain such limitations and restrictions upon the purchase
of Shares as shall be consistent with federal law and as shall be necessary in
order that such Letter or this Plan shall not violate any provision of Section
423 of the Code or to conform to any provision in current law, applicable
regulation, or successor provisions thereto.
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ARTICLE V
EMPLOYEE NOTE, PLEDGE AGREEMENT AND DISCLOSURE STATEMENTS
5.01 PAYMENT ARRANGEMENTS. Eligible Employees may respond to a Letter and
purchase some or all of the Shares made available through the Letter by means of
an Employee Note, Pledge Agreement and Disclosure Statement, with deductions
from Eligible Employee's payroll beginning with the second paycheck following
the Date of Purchase. Eligible Employees using an Employee Note, Pledge
Agreement and Disclosure Statement may separately acquire other Shares by
executing and delivering an Employee Stock Purchase Agreement and paying the
full cash Purchase Price or another Employee Note, Pledge Agreement and
Disclosure Statement during the Pendency of an Opportunity, all subject to the
provisions of Article III.
5.02 PAYROLL DEDUCTIONS. By means of an Employee Note, Pledge Agreement
and Disclosure Statement, the Purchase Price shall be divided into equal
deduction amounts by the number of paychecks to be issued to the Eligible
Employee over the succeeding sixty (60) months. (For example, if the Purchase
Price for an Eligible employee is $1000.00, and their is anticipated to be 100
paychecks issued to the Eligible Employee during the succeeding sixty months,
then the amount of periodic payroll deduction will be $10.00, plus a PRO-RATA
allocation of accrued and unpaid interest.) Payroll deductions shall begin with
the third paycheck following the date of the Employee Note, Pledge Agreement and
Disclosure Statement.
5.03 PREPAYMENT OF EMPLOYEE NOTE, PLEDGE AGREEMENT AND DISCLOSURE
STATEMENT. An Eligible Employee having deductions made from payroll under an
Employee Note, Pledge Agreement and Disclosure Statement may prepay in full the
amount of the Purchase Price then due, together with accrued interest thereon,
and thereby be entitled to the delivery of the Shares purchased thereby free of
any lien or claim by the Corporation.
5.04 INTEREST ON PAYROLL DEDUCTION ACCOUNTS. Interest shall accrue on the
unpaid portion of the Purchase Price for the Shares being acquired through an
Employee Note, Pledge Agreement and Disclosure Statement. The interest rate
will be set by the Administrative Committee and announced in the Letter. The
rate shall be the lowest rate then required by IRS regulations to avoid
imputation of interest. A customary and usual PRO-RATA allocation of interest
due and payable on the deferred Purchase Price shall be included in each
deduction from payroll.
5.05 PERIODIC REPORTS. the Corporation will furnish all Eligible
Employees using an Employee Note, Pledge Agreement and Disclosure Statement a
quarterly report as to the amount of deductions by then accumulated and the
interest paid and remaining principal due.
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ARTICLE VI
ADMINISTRATION
6.01 THE ADMINISTRATIVE COMMITTEE. The 1994 Plan shall be administered by
the Administrative Committee, comprised of three or more Non-Employee Directors
of the Corporation appointed by the Board. The Board may from time to time
remove members from, or add members to, the Administrative Committee. Vacancies
on the Administrative Committee, howsoever caused, shall be filled by the Board.
The Administrative Committee shall select one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. A majority of
the Administrative Committee at which a quorum is present, or acts reduced to or
approved in writing by a majority of the members of the Administrative
Committee, shall be the valid acts of the Administrative Committee.
During his term of office on the Administrative Committee, no member of the
Administrative Committee shall be deemed an Eligible Employee hereunder.
6.02 OPTION TO SUSPEND THE 1994 PLAN. The Administrative Committee may
choose not to grant an Opportunity in any year. The suspension of the operation
of the 1994 Plan for any period or periods of time shall be in the sole
discretion of the Administrative Committee.
6.03 INDEMNIFICATION. In addition to such other rights of indemnification
as they may have as Directors of the Corporation, the members of the
Administrative Committee shall be indemnified by the Corporation against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this
Plan, and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Corporation)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member is liable for gross
negligence or willful misconduct in the performance of his duties; such
indemnification shall result provided that within sixty (60) days after
institution of any above action, suit or proceeding, such Committee member shall
in writing offer the Corporation the opportunity, at its own expense, to handle
and defend the same. Notwithstanding anything herein to the contrary, a
condition of such indemnification shall be the cooperation of the indemnitee
with the Corporation in the defense of any such lawsuit.
6.04 MINISTERIAL ASSISTANCE TO ADMINISTRATIVE COMMITTEE. The Board may
designate persons other than the Administrative Committee to carry out
ministerial responsibilities in administering the 1994 Plan. Any such
allocation, designation, or delegation shall be made pursuant to a written
instrument. Any such allocation, designation or delegation duly recorded in the
Minutes of the Board shall be deemed to be made by a written instrument meeting
the requirements of the foregoing sentence.
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ARTICLE VII
TERM OF PLAN
Opportunities may be granted to Eligible Employees pursuant to this Plan
from time to time within a period of ten (10) calendar years from December 1,
1994, or until all 1,000,000 Shares shall have been acquired by Eligible
Employees, whichever is sooner.
ARTICLE VIII
AMENDMENT, MERGER AND TERMINATION
The Corporation reserves the right to amend this Plan at any time and from
time to time, in whole or in part, by a written resolution duly adopted by its
Board, including without limitation, retroactive amendments necessary or
advisable to ensure compliance by the 1994 Plan with Section 423 of the Code, or
corresponding provisions of subsequently enacted law. However, no amendment
shall:
(a) increase or decrease the number of Shares subject to the 1994
Plan or alter or amend the class of employees eligible to purchase Shares
under the 1994 Plan without approval of the shareholders of First Security
within twelve (12) months before or after such alteration or amendment, or
(b) be effective prior to, or have any force or effect without, any
approval, adoption or ratification by the shareholders of First Security,
as the case may be, which is required by applicable federal and state law
then in effect, particularly but not exclusively in order that this Plan
continues to comply with Section 423 of the Code.
ARTICLE IX
REVIEW PROCEDURE UPON DENIAL OF A CLAIM
9.01 NOTICE OF DENIAL OF CLAIM. Any denial by the Administrative
Committee of a claim for benefits or special consideration under the 1994 Plan
made by or on behalf of a Claimant shall be stated in writing by the
Administrative Committee and delivered or mailed to the Claimant. Such notice
shall set forth the specific reasons for the denial, written in a manner that
may be understood without legal or actuarial counsel. Such notice shall also
advise the Claimant of the availability of a review of the decision denying the
claim by a committee of the Board established for that purpose.
9.02 REVIEW PROCEDURE. Any Claimant whose claim for benefits or special
consideration has been denied, shall be afforded a reasonable opportunity for a
review of the decision denying the claim in accordance herewith. The
Administrative Committee shall establish and may modify from time to time
uniform rules of procedure for such a review of the decision denying the claim.
Such review shall be made by a committee of the Board established for
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that purpose. Although the Claimant will be allowed a reasonable opportunity to
marshall and submit evidence and argument in support of his position, such
review procedure, however, shall not include the opportunity of a personal
appearance by the Claimant whose claim has been denied. If, after such review,
the claim is denied, the Claimant shall be notified of the denial, and the
notice shall set forth the specific reasons for denial written in a manner that
may be understood without legal or actuarial counsel.
An Administrative Committee decision on denial of a claim with respect to
which no review is sought by the Claimant within the time and manner as may be
prescribed by the Administrative Committee shall be final and binding on all
persons interested in the 1994 Plan. If a review is requested by a Claimant,
the decision of the reviewing body shall be final, binding and conclusive on all
persons interested in the 1994 Plan.
ARTICLE X
APPLICATION OF FUNDS
The proceeds received by First Security from the sale of Shares pursuant to
this Plan will be used for general corporate purposes in the discretion of
management.
ARTICLE XI
NO OBLIGATION TO EXERCISE AN OPPORTUNITY
The receipt of a Letter shall impose no obligation upon an Eligible
Employee to acquire Shares or otherwise act under this Plan.
ARTICLE XII
APPROVAL OF SHAREHOLDERS
The 1994 Plan shall be effective on and after the Effective Date but must
be approved by the holders of a majority of the outstanding shares of Common
Stock of the Corporation in order to comply with the provisions of Section 423
of the Code, which approval must occur within the period beginning twelve (12)
months before and ending twelve (12) months after the date the 1994 Plan is
adopted by the Board.
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ARTICLE XIII
MISCELLANEOUS
13.01 SEVERABILITY. In the event any Article, section, paragraph,
subparagraph or specific provision is found to be illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions
of the 1994 Plan, and the 1994 Plan shall be construed and enforced as if such
illegal and invalid provision had never been set forth in the 1994 Plan.
13.02 CONSTRUCTION. Where applicable, the masculine includes the feminine
and neuter and vice versa. Where applicable, the singular includes the plural
and vice versa. Where a word or phrase is defined in one place in the 1994 Plan
and appears in capitalized form in another place in the 1994 Plan, such word or
phrase shall have the meaning set forth at the place where the word or phrase is
defined, unless the context clearly requires otherwise. A word or phrase in
noncapitalized form shall retain its plain meaning taken in the context in which
it appears, regardless of whether said word or phrase is defined elsewhere in
the 1994 Plan.
13.03 HEADINGS. The headings are for reference only. In the event of a
conflict between a heading and the content of an Article or paragraph, the
content of the Article or paragraph shall control.
13.04 GOVERNING LAW. This Plan is created in the State of Utah, and shall
be construed, administered and enforced according to the laws of the State of
Utah, except to the extent pre-empted by valid provisions of applicable federal
law.
IN WITNESS THAT THIS PLAN HAS BEEN ADOPTED BY THE REQUISITE ACTS OF THE
BOARD, we have hereto set our hands as of this 1st day of December, 1994.
/s/ Spencer F. Eccles
----------------------
Chief Executive Officer
[SEAL]
/S/ Alonzo W. Watson
---------------------
Secretary
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EXHIBIT 5
OPINION AND CONSENT OF RAY QUINNEY & NEBEKER
December 27, 1994
Scott C. Ulbrich,
Executive Vice President and Chief Financial Officer
First Security Corporation
2nd Floor
79 South Main Street
Salt Lake City, Utah 84111
Re: REGISTRATION AND ISSUANCE OF 1,000,000 SHARES OF FIRST
SECURITY CORPORATION COMMON STOCK TO PARTICIPANTS IN THE
1994 EMPLOYEE STOCK PURCHASE PLAN.
Dear Mr. Ulbrich:
This Firm has acted as counsel to First Security Corporation, a
Delaware corporation ("the Company), in connection with its registration of
1,000,000 shares of its common stock, par value $1.25 ("the Shares") for use in
the First Security Corporation 1994 Employee Stock Purchase Plan, a copy of
which is filed as an exhibit to the Company's Registration Statement on Form S-8
as filed with the Securities and Exchange Commission on December 29, 1994.
In connection with this representation, we have examined the
originals, or copies identified to our satisfaction, of such minutes,
agreements, corporate records and filings and other documents necessary to our
opinion contained in this letter. We have also relied as to certain matters of
fact upon representations made to us by officers and agents of the Company.
Based upon and in reliance on the foregoing, it is our opinion that:
<PAGE>
Mr. Scott C. Ulbrich
December 27, 1994
Page 2
1. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State
of Delaware;and has full corporate power and authority to own its
properties and conduct its business as described in the
Prospectus referred to above.
2. When issued and distributed under the terms of the Plan, the
Shares will be duly and validly issued and will be fully paid and
nonassessable.
3. The shareholders of the Company have no pre-emptive rights to acquire
additional shares of First Security Corporation Common Stock in
respect of the Shares.
We hereby consent to the use of our name in the Prospectus and therein
being disclosed as counsel to the Company in this matter.
Very truly yours,
RAY, QUINNEY & NEBEKER
/s/ A. Robert Thorup
--------------------
<PAGE>
EXHIBIT 23
[Deloitte & Touche LLP Letterhead]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of First Security Corporation on Form S-8 of our report dated February 25,
1994, appearing in the Annual Report on Form 10-K of First Security Corporation
for the year ended December 31, 1993.
/s/ Deloitte & Touche LLP
Salt Lake City, Utah
December 21, 1994
