FIRSTIER FINANCIAL INC /NE/, 10-Q, 1995-08-14

FIRSTIER FINANCIAL INC /NE/
10-Q, 1995-08-14
NATIONAL COMMERCIAL BANKS

Previous: UNITED DOMINION REALTY TRUST INC, 10-Q, 1995-08-14

Next: ORBIT INTERNATIONAL CORP, 10-Q, 1995-08-14

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934

For Quarter Ended June 30, 1995 Commission File No. 0-4515

FIRSTIER FINANCIAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nebraska 47-0523055
---------------------------- ------------------------------------
(state or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)

1700 Farnam Street Omaha, Nebraska 68102-2183
----------------------------------------------------
(address of principal executive offices)

402-348-6000
------------------
(Telephone Number)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
at least the past 90 days.

YES X NO
----- -----
Number of common shares outstanding as of August 7, 1995:

Common Stock, $5.00 par value: 18,492,646 shares outstanding.

<PAGE>

FIRSTIER FINANCIAL, INC.

INDEX

PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements

Consolidated Condensed Balance Sheets -
June 30, 1995 and December 31, 1994............... 1

Consolidated Statements of Income - Three and six
months ended June 30, 1995 and 1994............... *

Consolidated Statements of Retained Earnings - Six
months ended June 30, 1995 and 1994............... *

Consolidated Statements of Cash Flows - Six
months ended June 30, 1995 and 1994............... 2

Notes to Consolidated Financial Statements........... 3-5

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 6-10

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K............ 11

Signatures........................................... 11

* Incorporated in this quarterly report by reference to
FirsTier Financial, Inc.'s June 30, 1995 Quarterly
Report to Stockholders (pages 4 and 6) which is attached
as an Exhibit to this quarterly report.

<PAGE>

FIRSTIER FINANCIAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
---------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks........................................................................ $237,065 251,756
Federal funds sold & securities purchased under resale agreements.............................. 82,465 119,845
Securities available for sale (amortized cost $227,979 in 1995 and $250,811 in 1994)........... 232,604 245,267
Investment securities (market value $753,562 in 1995 and $660,068 in 1994)..................... 745,451 692,457
Loans and leases............................................................................... 2,197,878 2,149,268
Less allowance for loan & lease losses........................................................ 53,002 53,250
---------- ----------
Loans and leases, net...................................................................... 2,144,876 2,096,018
---------- ----------
Premises and equipment, net................................................................... 50,321 49,381
Accrued interest receivable................................................................... 31,532 29,700
Other assets.................................................................................. 56,113 55,563
---------- ----------
Total assets............................................................................... $3,580,427 3,539,987
---------- ----------
---------- ----------

LIABILITIES
Demand, non-interest bearing.................................................................. $473,288 560,025
Savings and interest checking................................................................. 866,925 874,647
Time.......................................................................................... 1,465,776 1,380,154
---------- ----------
Total deposits............................................................................. 2,805,989 2,814,826

Short-term borrowings......................................................................... 186,346 170,090
Federal Home Loan Bank borrowings............................................................. 156,500 150,000
Other liabilities............................................................................. 54,559 50,646
Long-term debt................................................................................ 11,915 12,193
---------- ----------
Total liabilities.......................................................................... 3,215,309 3,197,755
---------- ----------
STOCKHOLDERS' EQUITY
Preferred stock-$30 par value; authorized 2,000,000 shares.................................... - -
Common stock-$5 par value; authorized 40,000,000 shares; issued and outstanding:
18,822,202 shares in 1995 and 18,814,695 shares in 1994..................................... 94,111 94,073
Surplus....................................................................................... 5,876 10,338
Retained earnings............................................................................. 273,162 255,861
Net unrealized securities gains (losses)...................................................... 2,837 -3,583
---------- ----------
375,986 356,689
---------- ----------

Less treasury stock, at cost 329,556 shares in 1995 and 455,050 shares in 1994................ 10,868 14,457
---------- ----------
Total stockholders' equity................................................................. 365,118 342,232
---------- ----------
Total liabilities & stockholders' equity................................................... $3,580,427 3,539,987
---------- ----------
---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

- 1 -

<PAGE>
FIRSTIER FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
($ in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
-------- -------
<S> <C> <C>
Net cash provided by operating activities
Income from operations....................................... $27,636 27,572

Adjustments to reconcile net income to
net cash provided by operations
Provision for loan and lease losses........................ 538 -1,590
Depreciation and amortization.............................. 4,017 4,820
Net increase in interest receivable........................ -1,484 -1,617
Proceeds from sales of loans............................... 20,743 33,266
Net (increase) decrease in other assets.................... -1,480 2,355
Net increase in other liabilities.......................... 3,829 146
Net gain on sale of securities available for sale.......... -10 -212
Other, net................................................. -83 -10
-------- -------
Net cash provided by operations........................ 53,706 64,730

Cash flows from investing activities
Net cash received on acquisition........................... 1,530 -
Proceeds from sales of securities available for sale....... 13,382 21,049
Proceeds from maturities of investment securities.......... 23,379 108,003
Proceeds from maturities of securities available for sale.. 52,597 19,938
Purchases of investment securities......................... -47,559 -68,215
Purchases of securities available for sale................. -59,996 -65,209
Net increase in loans and leases........................... -46,902 -112,218
Proceeds from sale of premises and equipment............... 425 50
Purchases of premises and equipment........................ -3,591 -2,895
Purchases of mortgage servicing rights..................... -673 -188
Other, net................................................. 108 -1,030
-------- -------
Net cash used by investing activities.................. -67,300 -100,715

Cash flows from financing activities
Net increase in time deposits.............................. 56,877 25,257
Net decrease in demand deposits and savings accounts....... -102,577 -92,769
Net increase in short-term borrowings...................... 15,565 59,820
Net increase in Federal Home Loan Bank borrowings.......... 6,500 100,710
Principal payments on long-term debt....................... -278 -254
Payment of cash dividends.................................. -10,330 -8,960
Repurchases of common stock................................ -4,684 -5,094
Proceeds from exercises of stock options................... 843 68
Other, net................................................. -393 -
-------- -------
Net cash provided (used) by financing activities....... -38,477 78,778

Net increase (decrease) in cash and cash equivalents............. -52,071 42,793
Cash and cash equivalents at beginning of period................. 371,601 331,848
-------- -------
Cash and cash equivalents at end of period....................... $319,530 374,641
-------- -------
-------- -------
</TABLE>

See accompanying notes to consolidated financial statements.

- 2 -

<PAGE>

FIRSTIER FINANCIAL, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying unaudited condensed
consolidated financial statements have been prepared
in accordance with generally accepted accounting
principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by
generally accepted accounting principles for
complete financial statements. In the opinion of
management, all adjustments (consisting of normal
recurring accruals) considered necessary for a
fair presentation have been included.

2. Operating results for the three and six month
periods ended June 30, 1995, are not necessarily
indicative of the results that may be expected for
the year ended December 31, 1995. For further
information, refer to the consolidated financial
statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year
ended December 31, 1994.

3. Income per share computations are based on average
shares of common stock outstanding, including
common stock equivalents, which total 18,706,715
and 18,991,224, respectively, for the three months
ended June 30, 1995 and 1994, and 18,667,172 and
19,025,494 for the six months ended June 30, 1995 and
1994.

4. See notes to consolidated financial statements
included on page 6 of FirsTier Financial, Inc.'s June
30, 1995 Quarterly Report to Stockholders which is
attached as an Exhibit to this quarterly report.

5. For purposes of the Statement of Cash Flows, FirsTier
defines "Cash and due from banks" and "Federal funds
sold and securities purchased under resale
agreements" as its cash and cash equivalents.
FirsTier paid $59.12 million and $45.45 million in
interest on deposits and other borrowings, and $10.12
million and $10.89 million for income taxes for the
six months ended June 30, 1995 and 1994, respectively.

- 3 -

<PAGE>

FIRSTIER FINANCIAL, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Effective January 1, 1995, FirsTier adopted SFAS
Number 114, "Accounting by Creditors for Impairment of
a Loan" and SFAS Number 118, "Accounting by Creditors
for Impairment of a Loan-Income Recognition and
Disclosures." These Statements, effective for fiscal
years beginning after December 15, 1994, address the
accounting for a loan when it is probable that all
principal and interest amounts due will not be
collected in accordance with its contractual terms.
FirsTier generally identifies nonaccrual loans as
"impaired loans." Certain loans, such as loans
carried at the lower of cost or market or smaller
balance homogeneous loans (e.g., credit card,
installment loans) are exempt from SFAS Number 114
and 118 provisions.

FirsTier continually identifies impaired loans and
measures quarterly the extent to which such loans are
impaired. Loans having a significant recorded
investment are measured on an individual basis
while loans not having a significant recorded
investment are grouped and measured on a pool basis.
Generally, FirsTier's "impaired loans" are measured
based on the loans' observable market price, the fair
value of the collateral (if the loan is collateral
dependent) less estimated costs to sell, or the
present value of expected future cash flows discounted
at the loans' effective interest rate, if the cash
flows can be reasonably projected.

As of June 30, 1995, the recorded investment in loans
considered impaired under SFAS Number 114 was $7.8
million, with a related allowance for credit losses of
$2.1 million.

FirsTier retained its prior method of recognizing
interest and applying cash payments received with
respect to impaired loans. The average recorded
investment in impaired loans for the quarter ended June
30, 1995, was approximately $8.6 million. During
the first six moths of 1995, FirsTier recognized
interest income of $56,000 associated with impaired
loans.

- 4 -

<PAGE>

FIRSTIER FINANCIAL, INC.

PART I. FINANCIAL INFORMATION

ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. On August 7, 1995, FirsTier and First Bank System
announced First Bank System's intention to acquire
FirsTier. Under terms of the agreement, FirsTier
shareholders will receive .8829 shares of First Bank
System stock for each FirsTier share held.
Pending regulatory and shareholder approval, the
transaction is expected to be consummated in the first
quarter of 1996.

- 5 -

<PAGE>

FIRSTIER FINANCIAL, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The following is management's discussion and analysis of
certain significant factors which have affected the
Registrant's financial condition and results of operations
during the periods included in the consolidated financial
statements presented with this filing.

RESULTS OF OPERATIONS

Net income for the second quarter of 1995 was $14,269,000
or $.76 per share, compared to net income of $13,867,000
or $.73 per share for the same period in 1994. Net income
for the six months ended June 30, 1995 was $27,636,000 or
$1.48 per share, compared to net income of $27,572,000 or
$1.45 per share for the same period in 1994.

The annualized return on average assets for the three
months ended June 30 was 1.58% in 1995 compared to 1.61%
in 1994. The annualized return on average equity for the three
months ended June 30 was 15.96% in 1995 compared to 16.51%
in 1994.

The schedule on page 7, Average Balances/Yields and
Rates, shows that FirsTier's net interest income, on a fully
taxable equivalent basis for the second quarter of
1995, was $36,663,000, a .2% decrease from the $36,737,000
recorded for the same period in 1994. The net interest
margin of 4.43% in the second quarter of 1995 was down from
the 4.68% net interest margin recorded in the second quarter
of 1994. These decreases were mainly attributable to a
compressed net interest rate spread but were partially
offset by increased net earning assets which were up 5.4%
from the second quarter of 1994. Included in net
interest income is $517,200 of expense from interest rate
swaps which decreased the net interest margin for the
quarter by seven basis points. Income from interest rate
swaps for the quarter ended June 30, 1994 was $184,600
which added two basis points to that quarter's net interest
margin.

A provision of $269,000 was recorded in the second quarter
of 1995 compared to a provision of $177,000 for the same
period in 1994. The provision recorded was based on
FirsTier's ongoing analysis of the adequacy of the allowance
for loan and lease losses. The allowance for loan and
lease losses as a percent of loans and leases as of June
30, 1995, was 2.41% compared to 2.59% as of June 30,
1994. Net charge-offs of loan and lease losses for the
second quarter were $546,000 compared to net recoveries
of $9,000 for the same period in 1994.

- 6 -

<PAGE>

FIRSTIER FINANCIAL, INC.
AVERAGE BALANCES/YIELDS AND RATES
(Dollars in Thousands)
(Unaudited)

THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1994
INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELDS/ AVERAGE INCOME/ YIELDS/
BALANCES EXPENSE RATES BALANCES EXPENSE RATES
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Securities................................ $995,900 18,206 7.33% $1,053,799 19,039 7.25%
Federal funds sold and securities
purchased under resale agreements....... 117,417 1,786 6.10% 105,520 1,059 4.03%
Loans and leases, gross................... 2,203,456 49,117 8.94% 1,987,466 39,941 8.06%
--------- ------- --------- -------
Total earning assets.................... 3,316,773 69,109 8.36% 3,146,785 60,039 7.65%

Other nonearning assets................... 315,797 - - 308,692 - -
--------- ------- --------- -------
Total assets.......................... $3,632,570 69,109 - $3,455,477 60,039 -
========== ------- ========== -------
LIABILITIES & STOCKHOLDERS' EQUITY
Interest-bearing deposits
Savings and interest checking........... $866,637 5,423 2.51% $913,833 4,802 2.11%
Time deposits........................... 1,459,871 21,283 5.85% 1,320,834 15,125 4.59%
--------- ------- --------- -------
Total interest-bearing deposits....... 2,326,508 26,706 4.60% 2,234,667 19,927 3.58%

Short-term borrowings..................... 218,108 2,992 5.50% 208,916 1,849 3.55%
Federal Home Loan Bank borrowings......... 157,360 2,454 6.26% 115,966 1,220 4.22%
Long-term debt............................ 2,099 57 10.81% 2,366 63 10.61%
Capitalized leases........................ 9,897 237 9.60% 10,160 243 9.59%
--------- ------- --------- -------
Total interest-bearing funds............ 2,713,972 32,446 4.80% 2,572,075 23,302 3.63%

Demand deposits........................... 507,173 - - 501,272 - -
Other noninterest-bearing funds........... 52,799 - - 45,311 - -
Stockholders' equity...................... 358,626 - - 336,819 - -
--------- ------- --------- -------
Total liabilities and equity.......... $3,632,570 32,446 - $3,455,477 23,302 -
Net interest margin on a tax ========== ------- ========== -------
equivalent basis.................... $36,663 4.43% $36,737 4.68%
======= ===== ======= =====

SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1995 JUNE 30, 1994
INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELDS/ AVERAGE INCOME/ YIELDS/
BALANCES EXPENSE RATES BALANCES EXPENSE RATES
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Securities................................ $978,192 36,029 7.43% $1,054,073 37,932 7.26%
Federal funds sold and securities
purchased under resale agreements....... 118,798 3,544 6.02% 85,321 1,566 3.70%
Loans and leases, gross................... 2,171,070 95,115 8.83% 1,962,471 78,176 8.03%
--------- ------- --------- -------
Total earning assets.................... 3,268,060 134,688 8.31% 3,101,865 117,674 7.66%

Other nonearning assets................... 308,343 - - 308,681 - -
--------- ------- --------- -------
Total assets.......................... $3,576,403 134,688 - $3,410,546 117,674 -
========== ------- ========== -------
LIABILITIES & STOCKHOLDERS' EQUITY
Interest-bearing deposits
Savings and interest checking........... $860,404 10,431 2.44% $922,864 9,537 2.08%
Time deposits........................... 1,430,354 40,381 5.69% 1,288,256 29,217 4.57%
--------- ------- --------- -------
Total interest-bearing deposits....... 2,290,758 50,812 4.47% 2,211,120 38,754 3.53%

Short-term borrowings..................... 220,452 5,905 5.40% 211,790 3,356 3.20%
Federal Home Loan Bank borrowings......... 152,305 4,721 6.25% 88,874 1,834 4.16%
Long-term debt............................ 2,134 116 10.96% 2,402 128 10.75%
Capitalized leases........................ 9,932 474 9.61% 10,191 486 9.62%
--------- ------- --------- -------
Total interest-bearing funds............ 2,675,581 62,028 4.68% 2,524,377 44,558 3.56%

Demand deposits........................... 497,913 - - 504,684 - -
Other noninterest-bearing funds........... 50,521 - - 45,907 - -
Stockholders' equity...................... 352,388 - - 335,578 - -
--------- ------- --------- -------
Total liabilities and equity.......... $3,576,403 62,028 - $3,410,546 44,558 -
Net interest margin on a tax ========== ------- ========== -------
equivalent basis.................... $72,660 4.48% $73,116 4.75%
======= ===== ======= =====
</TABLE>

Note: Income and rates are stated on a tax-equivalent basis assuming a marginal
tax rate of 35%.

<PAGE>

FIRSTIER FINANCIAL, INC.

Under-performing assets as a percent of total loans,
leases, other real estate owned and repossessed assets was
.49% at June 30, 1995 compared to .74% at June 30, 1994.
Non-accrual loans as of June 30, 1995 totalled $7,847,000,
down 21.6% from the second quarter of 1994. Total
under-performing assets at June 30, 1995 total
$10,817,000, which represents a $2,071,000 or 16.1%
decrease from March 31, 1995 and a $4,195,000 or 27.9%
decrease from June 30, 1994. Additional information
regarding the balance of non-accrual loans at June 30,
1995, and related interest payment information is
provided on page 9.

Total non-interest income for the second quarter of 1995
was $14,360,000 which is up $1,093,000, or 8.2% from the
same period in 1994. The increase in non-interest income
from the previous year is mainly attributable to Service
Charges on Deposits Accounts which increased $560,000 or
14.6%, and to Trust Services income which increased
$203,000 or 5.1%.

Total non-interest expense of $28,785,000 for the quarter is
up $478,000, or 1.7%, from the same period in
1994.

Salaries and Benefits expense of $13,958,000 for the
quarter are up $332,000 or 2.4%. Credit card processing
expense was up $133,000 or 10.0% in the second quarter of
1995, primarily due to increases in merchant volume.

As of June 30, 1995, FirsTier employed a staff of 1,771
FTE which is up 250 FTE, or 16.4%, from the June 30, 1994
employment level. This increase is primarily due to the
acquisition of Cornerstone Bank Group in Iowa on January 3,
1995.

Material Changes in Financial Condition

All companies included in the consolidated financial
statements are "financial" companies. Accordingly,
average balances of assets and liabilities are more
representative of financial condition than balances as
of period-end. The schedule of Average Balances/Yields and
Rates on page 7 shows average balances of earning assets
and interest bearing liabilities for the periods being
reported. Because these average balances are an integral
part of the financial statements, all comments as to
significant volume changes refer to average balances unless
otherwise indicated.

Total assets of $3.63 billion for the second quarter of 1995
were up 5.1% from the same period in 1994. Loans have
increased $216.0 million, or 10.9%. Average securities
of $995.9 million, which included securities available for
sale as of June 30, 1995 of $232.6 million, decreased
$57.9 million or 5.5% from 1994.

-8-

<PAGE>

FIRSTIER FINANCIAL, INC.
NONACCRUAL LOAN SUMMARY
June 30, 1995

Generally, the accrual of income is discontinued when the full collection of
principal or interest is in doubt, or when the payment of principal or
interest has become contractually 90 days past due unless the obligation is
both well secured and in the process of collection. Nonaccrual loans and and
the application of cash interest payments on those loans as of June 30, 1995
are as follows ($ in thousands):

Cash interest payments applied as
Contractual ---------------------------------
Book balance balance at Recovery of Reduction
at June 30, June 30, Interest partial prior of
1995 1995 income charge-offs principal
------------ ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Contractually past due with:

o substantial performance 172 198 0 0 3

o limited performance 1,077 1,532 1 0 122

o no performance 834 955 0 0 11

Contractually current, however,:

o payment in full of principal
or interest in doubt 4,797 10,524 53 0 343

o other 967 1,319 2 0 87
------------ ----------- ---------- ------------- ----------
Total $7,847 $14,528 $56 $0 $566
------------ ----------- ---------- ------------- ----------
------------ ----------- ---------- ------------- ----------
</TABLE>

-9-

<PAGE>

FIRSTIER FINANCIAL, INC.

Total deposits for the second quarter averaged $2.83
billion which was up $97.7 million, or 3.6%, from the same
period in 1994. Time deposits have increased $139.0
million or 10.5% from the second quarter of 1994 and demand
deposits have increased $5.9 million or 1.2% while
savings and interest checking deposits have decreased
$47.2 million or 5.2%.

Net funds purchased of $100.7 million (the difference
between "short-term borrowings" and "federal funds sold and
securities purchased under resale agreements") decreased
$2.7 million from the average net purchased position in
the second quarter of 1994.

Long-term debt as of June 30, 1995 of $12.0 million,
consisting of a mortgage loan by the Lincoln Bank and
capitalized leases of the Omaha Bank, decreased $526,000
from June 30, 1994. The Parent Company had no borrowings
as of June 30, 1995.

Liquidity and Capital Resources

The maintenance of an adequate level of liquidity is
necessary to ensure that sufficient funds are available to
meet customers' loan demand and deposit withdrawals.
Sources of liquidity consist of maturities of securities
recorded at amortized cost, liquidation of securities held
for sale, maturing loans, federal funds sold and borrowings
from the Federal Home Loan Bank. Management also
considers customer-related core deposits and funds
borrowed to be stable and reliable sources of funding.

Liquidity is also important for the Parent Company. The
Parent Company's primary source of liquidity is dividends
and management fees from subsidiary banks. The Parent
Company's primary liquidity requirements are the payment of
dividends and expenses associated with management and
consolidated services provided to subsidiaries.
Management believes the Parent Company has adequate
liquidity to meet its funding needs.

At June 30, 1995 stockholders' equity was $365.1 million
compared to $338.5 million at June 30, 1994, an increase
of $26.6 million or 7.8%. The Tier 1 Leverage ratios
(tangible equity capital divided by adjusted average assets)
as of June 30, 1995 and June 30, 1994 were 9.65% and
9.50%, respectively. FirsTier's risk based capital ratios
as of June 30, 1995 were 14.27% for Tier I Capital and
15.53% for Total Capital.

-10-

<PAGE>

FIRSTIER FINANCIAL, INC.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits -

(10) Material Contracts
(e)(iii) Amendment dated March 20, 1995 to
Executive Employment Agreement with
David A. Rismiller

(h)(iii) Amendment dated March 20, 1995 to
Executive Employment Agreement with
Jack R. McDonnell

(k)(i) Amendment dated August 6, 1995 to
Rights Agreement

(l) Change of Control Bonus Pool Plan
dated May 23, 1995

(20) Quarterly Report to Stockholders for the
period ended June 30, 1995 - Part I
Exhibit.

(b) Reports on Form 8-K

None.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunder duly authorized.

FIRSTIER FINANCIAL, INC.

Date: August 10, 1995 By: /s/ Jack R. McDonnell
-----------------------------
Jack R. McDonnell
Executive Vice President and
Chief Operating Officer

Date: August 10, 1995 By: /s/ Aaron C. Hilkemann
-----------------------------
Aaron C. Hilkemann
Director of Financial Operations

-11-

AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement is
entered into this 20th day of March, 1995, between FirsTier
Financial, Inc., a Nebraska corporation (the "Company") and David
A. Rismiller, an individual of Omaha, Nebraska ("Rismiller").
This Agreement supercedes three separate letter agreements dated
April 5, April 18 and June 6, 1988; an Executive Employment
Agreement dated September 1, 1988 (herein the "Original Executive
Employment Agreement") and certain amendments to the Original
Executive Employment Agreement dated January 18, 1991, and
February 1, 1993.

1. POSITION AND TITLES.

The Company hereby employs Rismiller as the president and
chief operating officer of the Company and as president and
chief executive officer of FirsTier Bank, National
Association, Omaha. The Company may promote Rismiller to
other positions at the Company and its operating
subsidiaries. At all times while this Agreement is in
effect, Rismiller will maintain the positions and titles and
shall have such responsibility and authority as is
consistent with the dignities of those positions and titles.

2. DIRECTORSHIPS.

The Company agrees to cause Rismiller to be elected a
director of FirsTier Bank, National Association, Omaha, and
FirsTier Bank, National Association, Lincoln, and to
continue to propose Rismiller as a nominee for election to
the Board of Directors of the Company, for as long as
Rismiller is an employee of the Company.

3. REMUNERATION.

The Company agrees that for the fiscal year ending December
31, 1988, Rismiller will be paid a base salary at the annual
rate of not less than $200,000, plus a bonus of not less
than $50,000. After such fiscal year, Rismiller's salary
shall be subject to review and adjustment but shall never be
at an annual rate of less than $200,000 and shall be payable
in accordance with the Company's regular payroll periods.
Further, effective for the fiscal year ending December 31,
1989 and thereafter, Rismiller will have an opportunity for
an incentive bonus under the Company's Annual Performance
Incentive Plan. A copy of the Plan and related bonus
agreement is attached hereto as Exhibit 1.

4. HOUSING AND RELOCATION EXPENSES.

Rismiller agrees that the Company's obligations to Rismiller
under Paragraph 4 of the Original Executive Employment
Agreement have been satisfied in full.

<PAGE>

5. OTHER BENEFITS.

Rismiller shall be entitled to receive all employment
benefits available to other employees of the Company.
Further, the Company will provide and pay for initiation
fees, dues, assessments and other club fees and charges at
the Omaha Country Club and will provide Rismiller a
Cadillac, Lincoln Continental or comparable automobile for
his use. The Company hereby confirms that the Compensation
Committee of the Board of Directors of the Company has
designated Rismiller as a participant in the Company's
Executive Death Benefit Plan and in the Supplemental
Retirement Plan. Further, the Company agrees that during
the term of this Agreement Rismiller will be covered by a
mutually satisfactory disability plan. Rismiller is hereby
granted the option to assume any such disability plan.

The Company and Rismiller agree that if Rismiller's
employment is terminated by the Company, for any reason, at
any time or within 180 days after a Change in Control
(defined below) of the Company, and if Rismiller is not 100%
vested in both the FirsTier Financial, Inc. Profit Sharing
Investment Plan and the FirsTier Financial, Inc. Retirement
Plan, Rismiller, upon termination, shall receive a payment
equal to the present value of the accrued benefits he
forfeits under such plans.

The Company and Rismiller further agree that if Rismiller's
employment is terminated by the Company at any time or
within 180 days after a Change in Control (defined below) of
the Company, or if Rismiller voluntarily resigns within such
180 day period (provided, however, that Rismiller's
voluntary resignation shall not be deemed to be a
termination with consent under this Agreement); Rismiller
may elect no later than the earlier of his termination of
employment or ten days before the effective date of such
Change in Control of the Company, to receive a payment equal
to the present value of his Supplemental Retirement benefit
under the FirsTier Financial, Inc. Omnibus Executive Benefit
Plan in the event of his termination of employment. Such
present value shall be calculated as of the date of
Rismiller's termination of employment and as if he elected
to commence his Supplemental Retirement benefit as of such
date. The payment pursuant to this paragraph shall be in
lieu of Rismiller's Supplemental Retirement benefit under
the FirsTier Financial, Inc. Omnibus Executive Benefit Plan.
Unless payment is made to Rismiller pursuant to this
paragraph, Rismiller shall, at his option, retain all
Supplemental Retirement rights and options available under
the FirsTier Financial, Inc. Omnibus Executive Plan.

The Company and Rismiller further agree that if Rismiller's
employment with the Company is terminated (other than with
Rismiller's written consent or as a result of his
malfeasance; provided, however, that Rismiller's voluntary
resignation shall not be deemed to be a termination with
consent under this Agreement), Rismiller and his spouse may
continue to participate in any group health plan(s)
maintained by the Company as he shall elect. The Company
and Rismiller will pay for Rismiller's and

<PAGE>

his spouse's participation in such health plan(s) as if he were
still employed. In the event that Rismiller's or his spouse's
coverage under a group health plan maintained by the Company
shall cause him to realize taxable income, the Company
agrees to annually pay Rismiller an amount equal to the tax
Rismiller incurs for any fiscal year with respect to such
taxable income. The amount paid shall be multiplied by the
Gross-Up Fraction (defined below). In the event that the
Company is prohibited from including Rismiller in its group
health plan(s), the Company shall pay Rismiller the amount
necessary for him to purchase comparable medical coverage
for himself and his spouse. Such amount shall be multiplied
by the Gross-Up Fraction (defined below) to reimburse him
for taxes. Rismiller's right to continue participation in
the Company's group health plan(s) shall terminate on
Rismiller becoming covered under another group health plan
which does not exclude coverage on account of a pre-existing
condition. In the event of Rismiller's death, this
paragraph shall apply to Rismiller's surviving spouse only.

In the event that Rismiller ceases to be covered by another
group health plan, as described in the immediately preceding
paragraph of this Section 5, Rismiller and his spouse may
participate in any group health plan(s) maintained by the
Company as he shall elect (or in the event of Rismiller's
death, as Rismiller's surviving spouse shall elect) pursuant
to the same provisions of the immediately preceding
paragraph of this Section 5 as if Rismiller's right to
continue participation in the Company's group health plan(s)
had not terminated. The Company and Rismiller further agree
that Rismiller and his spouse may participate in any group
health plan(s) maintained by the Company for the benefit of
retirees of the Company, as he shall elect. The provisions
of the immediately preceding paragraph of this Section 5 to
this paragraph of Section 5 shall be applied to Rismiller
and/or his spouse as if Rismiller had retired from the
Company as opposed to being treated as if he were still
employed by the Company. The application of the immediately
preceding paragraph of this Section 5 shall include, but not
be limited to, reimbursement for taxes and reimbursement for
purchase of comparable coverage.

6. EMPLOYMENT COMPENSATION PROTECTION.

The Company and Rismiller agree that if Rismiller's
employment is terminated by the Company as a result of a
Change in Control of the Company (the term "Change in
Control" shall apply if Rismiller terminates employment with
the Company or its successor within one hundred eighty (180)
days of the Change in Control, defined below, or the Company
or its successor terminates or constructively terminates his
employment, within three hundred sixty (360) days of the
Change in Control, other than with Rismiller's written
consent or as a result of his malfeasance; provided,
however, that Rismiller's voluntary resignation shall not be
deemed to be a termination with consent under this
Agreement; as used herein, constructive termination of
employment by the Company or its successor shall occur if
Rismiller terminates his employment due to a material breach
of any obligation to him by the

<PAGE>

Company or its successor, such as a material adverse change in
his remuneration, benefits, responsibilities, authority, title or
positions), Rismiller shall receive a termination benefit equal to the
sum of:

(i) 2.99 X the sum of his then base salary and bonus
awarded by FirsTier's Board of Directors (or any
committee thereof) under FirsTier's Annual Performance
Incentive Plan during the fiscal year preceding the
fiscal year in which such Change in Control occurs
notwithstanding whether such bonus was paid, in whole
or in part, to Executive during the fiscal year
preceding the fiscal year in which such Change in
Control occurs or is paid or is payable to Executive,
in whole or in part, in the fiscal year in which such
Change in Control occurs; plus,

(ii) an amount equal to the average of the annual incentive
bonuses paid to Rismiller under FirsTier's Annual
Performance Incentive Plan for the three (3) fiscal
years immediately preceding the fiscal year in which
the Change in Control of FirsTier occurs.

A Change in Control shall mean (i) a merger or consolidation
of the Company with or into, (ii) the sale or lease of all
or substantially all of the Company's assets to, or (iii) an
acquisition of more than 50% of the Company's outstanding
voting securities by, any other person or entity.
Further, where no Change in Control is involved, and
Rismiller's employment is terminated by the Company (other
than with Rismiller's written consent or as a result of his
malfeasance), Rismiller (or his estate) shall receive a
termination payment equal to 2 times his then base salary
multiplied by the Gross-Up Fraction (described in this
Section 6, as previously amended) as applied to income
taxes, payable over a period of twenty-four (24) months (if
Rismiller terminates due to a breach of any obligations to
him by the Company such as a material adverse change in his
remuneration, benefits, responsibilities, authority, title
or positions, then that termination shall be treated as a
termination by the Company).

The above payments shall be in addition to any other
severance or termination benefits to which Rismiller may be
entitled at the time, and such payments are not to be
reduced by any other compensation or income which Rismiller
may receive from subsequent employment.

In the event Rismiller's employment is terminated as
described herein where Rismiller is entitled to receive
termination benefits, Rismiller shall also be paid a pension
amount of $3,000 per month for life with a survivor benefit
for Rismiller's spouse unless total benefits receivable by
Rismiller under other of the Company's pension or retirement
plan equals or exceeds $3,000 per month, in which case no
additional benefits under this Section shall be payable to
Rismiller.

In addition, the Company and Rismiller agree that the
Company shall reimburse Rismiller for any excise taxes he
incurs on account of payment(s) by the Company to

<PAGE>

Rismiller under any plan, program, agreement or arrangement (except
a plan described in Section 401(a) of the Internal Revenue
Code of 1986, as amended) on account of or occasioned by a
Change in Control of the Company; and, in addition, the
Company agrees to reimburse Rismiller for income taxes
incurred on account of such reimbursement for excise taxes.
The amount that the Company shall reimburse Rismiller shall
be the amount of such excise taxes (and in the case of the
reimbursement for taxes described in Section 5, income
and/or excise taxes) multiplied by a fraction (the "Gross-Up
Fraction") the numerator of which is 1.0 and the denominator
of which is (1.0 minus the combined rate of all applicable
taxes (including federal, state and local income and excise
taxes) incurred by Rismiller with respect to a reimbursement
which is taxable to him).

7. STOCK OPTION, PHANTOM UNITS AND RESTRICTED STOCK BENEFITS.

The Company and Rismiller acknowledge that Rismiller has
been awarded Bonus Shares pursuant to the Company's
Restricted Stock Bonus Plan, stock options pursuant to the
Company's Discounted Nonqualified Stock Option Plan and
Phantom Stock Units under the Company's Phantom Stock Unit
Plan, all in accordance with the agreement contained as
Exhibit 2. In the event of a change of control of the
Company (defined as (i) a merger or consolidation of the
Company with or into, (ii) the sale or lease of all or
substantially all of the Company's assets to, or (iii) an
acquisition of more than 50% of the Company's outstanding
voting securities by, any other entity or person), or where
no Change in Control is involved, and Rismiller's employment
is terminated by the Company (other than with Rismiller's
written consent or as a result of his malfeasance), all
rights and benefits under the Plans shall be fully vested
and exercisable upon the effectiveness of such change of
control (that is, (i) the Company shall then forthwith make
payment to Rismiller of any Appreciation Amount and other
amounts described under paragraph 6(c) of the Phantom Stock
Unit Plan with respect to any Phantom Stock Units granted to
Rismiller under such Plan, (ii) any Bonus Shares granted to
Rismiller shall then forthwith become free of any and all
restrictions imposed on them under the Restricted Stock
Bonus Plan, except for the provisions of paragraphs 6(e) and
10 of such Plan, and (iii) any Options granted to Rismiller
under the Discounted Nonqualified Stock Option Plan shall
then forthwith become exercisable in whole or in part for a
period of 90 days after such change in control). In the
event of a Change in Control Rismiller shall have the option
of exercising such rights and benefits regarding stock
options contained in any merger agreement as he may in his
sole discretion determine to be more favorable.

In the event the shareholders of the Company do not approve
the Discounted Nonqualified Stock Option Plan at the 1989
annual meeting, Rismiller shall be entitled to receive an
additional amount of Bonus Shares or Phantom Stock Units, or
both, sufficient to compensate him for the loss of the stock
options (taking into account insofar as practical any income
tax consequences to Rismiller as a result of the loss of
such stock options and their replacement with Bonus Shares
or Phantom Stock Units).

<PAGE>

8. DISPUTES.

In the event that a dispute arises concerning this
Agreement, the Company, through its Executive Committee, and
Rismiller agree that they shall, in good faith, use their
best efforts to promptly and fairly proceed to resolve such
dispute.

9. AMENDMENTS.

Any amendments or modification to this Agreement shall be
done in written form and executed by both parties.

FIRSTIER FINANCIAL, INC. and
FIRSTIER FINANCIAL, INC. BOARD
OF DIRECTORS

By: /s/ WALTER SCOTT, JR.
-------------------------------
Walter Scott, Jr.
Chairman, Executive Committee

/s/ DAVID A. RISMILLER
-------------------------------

David A. Rismiller

<PAGE>
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement is
entered into this 20th day of March, 1995, between FirsTier
Financial, Inc., ("FirsTier") and Jack R. McDonnell
("Executive"). This Agreement supercedes an Employment Agreement
dated June 20, 1989 (herein the "Original Employment Agreement")
and certain amendments to the Original Employment Agreement dated
November 18, 1991, and February 1, 1993. In consideration for
the mutual promises contained herein, the parties agree as
follows:

1. EMPLOYMENT.

FirsTier shall employ Executive and Executive shall serve
FirsTier as Executive Vice President and Chief Operating
Officer commencing July 5, 1989, under the conditions
hereinafter set forth. Executive agrees to perform such
services, not inconsistent with these positions, as shall be
assigned to him by the person holding the office of Chairman
of FirsTier as of such time ("Chairman"). FirsTier shall
cause Executive to be elected as a Director of FirsTier
Bank, N.A., Omaha and may cause Executive to be elected Vice
Chairman of FirsTier Bank, N.A., Omaha; and if so elected,
Executive shall so serve with no additional compensation.

2. DUTIES.

Executive agrees to devote all of his business time,
attention, skill and efforts to the business of FirsTier,
and its subsidiaries and affiliated companies and the
faithful, efficient performance of his duties under this
Agreement and shall not engage in any business activity or
consulting work for business organizations not affiliated
with FirsTier, without Chairman's consent in writing.

3. Compensation and Benefits.

In consideration of the services to be rendered by Executive
under this Agreement, Executive shall be entitled to the
following compensation and benefits:

(a) BASE SALARY. Executive shall receive a base salary at
the rate of $145,000 per year. This base salary will
be reviewed at the time of normal officer reviews for
performance and salary increases effective January 1,
1990, and each year thereafter so long as Executive is
employed.

(b) EMPLOYEE BENEFIT PROGRAMS. Executive shall be entitled
to all benefits available to employees of FirsTier, as
outlined in the Employee Benefits Handbook, and as may
be changed from time to time by FirsTier. In addition,
Executive shall be entitled to participation in the
FirsTier Supplemental Retirement Plan and FirsTier
Executive Death Benefit Plan or amended, substituted or
successor retirement plans or death benefit plans.

<PAGE>

If Executive's employment is terminated by FirsTier
within 180 days after a Change in Control (defined in
paragraph 5) of FirsTier, or if Executive resigns
within such 180 day period and if Executive is not 100%
vested under the FirsTier Financial, Inc. Profit
Sharing Plan, Executive, upon termination, shall
receive a payment equal to the amount he forfeits under
such Plan.

(c) BONUS. Within sixty days following commencement of
employment with FirsTier, documents will be prepared by
which Executive shall participate in the FirsTier
Financial, Inc. Annual Performance Incentive Plan; for
calendar year 1989, Executive, as an officer who has
not completed a year of service, will be entitled to a
prorated amount from July 1, 1989, of any bonus payable
under said plan, which amount may be increased at the
discretion of the compensation committee of the Board
of Directors of FirsTier.

(d) STOCK. Within sixty days following commencement of his
employment with FirsTier, agreements shall be delivered
to Executive by which, upon execution, Executive shall
be granted the following:

(1) Phantom stock units totaling 6,000 units at fair
market value under the FirsTier Financial, Inc. Phantom
Stock Unit Plan. If FirsTier terminates Executive's
employment for other than cause, or if Executive
terminates his employment as the result of a change of
control, he shall be entitled to the appreciated amount
through the date of termination, in accordance with the
terms of the Plan.

(2) An option to purchase 12,000 shares under the
FirsTier Financial, Inc. Discounted Non-Qualified Stock
Option Plan. If FirsTier terminates Executive's
employment for other than cause, or if Executive
terminates his employment as the result of a change of
control, within the first sixty months of employment,
he shall be entitled to exercise the number of options
awarded to him multiplied by a fraction obtained by
dividing the number of whole months between the date of
the option and the date of termination by sixty months,
in accordance with the terms of the Plan.

(3) Eligibility for 2,000 shares, following completion
of two full years of service, under the FirsTier
Financial, Inc. Restricted Stock Bonus Plan. If
FirsTier terminates Executive's employment for other
than cause, or if Executive terminates his employment
as the result of a change of control, following
completion of two years of employment, he shall be
entitled to said number of shares multiplied by a
fraction obtained by dividing the number of whole
months employed following his second anniversary by
sixty months.

(4) An option to purchase shares, to the nearest fifty
shares increment, in an amount not to exceed $100,000
at the then current market value under the

<PAGE>

terms of the FirsTier Financial, Inc. 1985 Incentive Stock
Option Plan (dated February 13 1985), which option shall
continue for a period of ninety days following
Executive's last day of employment in accordance with
the terms of the Plan.

(e) HOME PURCHASE AND RELOCATION. Executive agrees that
the Company's obligations to Executive under Paragraph
3(e) of the Original Employment Agreement have been
satisfied in full.

(f) CLUB DUES. FirsTier will reimburse Executive during
his employment for the initiation fees, dues,
assessments, and other business-related fees and
charges in a country club mutually selected by the
parties in the Omaha, Nebraska area.

(g) AUTOMOBILE. FirsTier will provide to Executive during
his employment the use of a Buick LeSabre, or
comparable automobile, for business purposes, or at its
option, provide to Executive an annual payment for the
purchase or lease of an automobile for business use.
If FirsTier elects the payment option, Executive will
receive payment on the same basis as other officers of
FirsTier; the current annual payment is $5,333, which
amount would be prorated from July 1, 1989.

4. TERMINATION OF EMPLOYMENT.

Either party may terminate this Agreement, for reasons other
than cause, upon ninety days prior written notice. Notice
by Executive to FirsTier shall only be deemed to have been
duly given when delivered personally to the Chairman of
FirsTier. If FirsTier terminates Executive's employment for
other than cause, Executive shall receive, in addition to
base salary and benefits earned as of the date of
termination, stock benefits as described in paragraph 3(d)
of this Agreement, and a sum equal to one year of salary at
the then current base salary, which sum may be paid, at the
option of FirsTier, over a period of one year at the
established regular pay periods, in a lump sum, or in some
combination thereof; and, in addition, to the extent
permitted by the plan then in effect, FirsTier will pay for
Executive's and his dependents' participation in the
FirsTier group medical plan, on the same basis as if he were
still employed, until Executive becomes covered by other
health and accident insurance but in no event for a period
longer than one year from the date of termination.

5. CHANGE OF CONTROL.

In the event of a Change of Control of FirsTier (the term
"Change of Control" shall apply if Executive terminates
employment with FirsTier or its successor within one hundred
eighty (180) days of the Change of Control, defined below,
or FirsTier or its successor terminates or constructively
terminates his employment, within three

<PAGE>

hundred sixty (360) days of the Change of Control, other than with
Executive's written consent or as a result of his malfeasance, provided,
however, that Executive's voluntary resignation shall not be
deemed to be a termination with consent under this
Agreement; as used herein, constructive termination of
employment by FirsTier or its successor shall occur if
Executive terminates his employment due to a material breach
of any obligation to him by FirsTier or its successor, such
as a material adverse change in his remuneration, benefits,
responsibilities, authority, title or positions), Executive
may elect to terminate this Agreement and receive an amount
equal to:

(ii) an amount equal to the average of the annual incentive
bonuses paid to Executive under FirsTier's Annual
Performance Incentive Plan referred to in paragraph
3(c) hereof for the three (3) fiscal years immediately
preceding the fiscal year in which the Change in
Control of FirsTier occurs; and,

The Executive and his dependents may, at the Executive's
election, continue to participate in any group health
plan(s) maintained by FirsTier and/or its subsidiaries.

Unless prohibited by law or regulation, FirsTier will pay
for the Executive's and his dependents' participation in
such health plan(s) as if the Executive were still employed.
In the event that the Executive's or his dependents'
coverage under a group health plan maintained by FirsTier
shall cause him or her to realize taxable income, FirsTier
agrees to pay to Executive an amount equal to the tax the
Executive or his or her dependent incurs for the fiscal year
with respect to such taxable income. In the event that
FirsTier is prohibited by law from including the Executive
and/or his dependents in its group health plan(s), FirsTier
shall pay to Executive the amount necessary for him to
purchase comparable medical and dental coverage for himself
and/or his dependents. The Executive's right to continue
participation in FirsTier's group health plan(s) shall
terminate upon Executive becoming covered under another
group health plan which does not exclude coverage on account
of a pre-existing condition. Change of control shall be
defined as a single transaction, or a series of transactions
which effectively constitute a single transaction, including
a sale, merger, recapitalization or similar transaction, the
result by which either: (a) the direct or indirect
ownership of more than 50% of the stock of FirsTier is
transferred or otherwise changed; or (b) the total assets of
FirsTier, or collectively all of its subsidiaries, are
transferred to a person or entity other than FirsTier. Without

<PAGE>

limiting the generality of the foregoing, the parties agree
that a determination reasonably and lawfully made by the
Board of Directors of FirsTier that a Change of Control has
or has not occurred, and the effective date of such occurrence,
shall be conclusive. Executive shall have a period of not
to exceed 180 days following the effective date of such Change
in Control in which to exercise this election.

In addition, FirsTier and Executive agree that FirsTier
shall reimburse Executive for any excise taxes he incurs on
account of any payment(s) by FirsTier to Executive under any
plan, program, agreement or arrangement (except a plan
described in Section 401(a) of the Internal Revenue Code of
1986, as amended) on account of or occasioned by a Change in
Control of FirsTier; and, in addition, FirsTier agrees to
reimburse the Executive for income taxes incurred on account
of the reimbursement for such excise taxes. The amount that
FirsTier shall reimburse Executive for such taxes shall be
the amount of such excise tax multiplied by a fraction the
numerator of which is 1.0 and the denominator of which is
(1.0 minus the combined rate of all applicable taxes
(including federal, state and local income and excise taxes)
incurred by Executive with respect to a reimbursement which
is taxable to him).

In the event of a Change of Control of FirsTier as described
in this paragraph 5, Executive shall have the right to
purchase 100% of the total number of shares described in
subparagraph 3(d)(2) of this Agreement at the price
specified in a certain letter dated July 29, 1989, addressed
to Executive, and shall also be entitled to receive 100% of
the total of shares described in subparagraph 3(d)(3) of
this Agreement, both determined without regard to any period
of employment by Executive with FirsTier. In the event of a
Change in Control McDonnell shall have the option of
exercising such rights and benefits regarding stock options
contained in any merger agreement as he may in his sole
discretion determine to be more favorable.

6. TERMINATION FOR CAUSE.

In the event that FirsTier shall terminate Executive's
employment for cause, FirsTier shall pay Executive his
earned but unpaid base salary to the date of such
termination. Except for such payment, and payment pursuant
to any other plan afforded to executive and his dependents
during his employment under this Agreement which by its
terms provides for income or medical payments or like
benefits following his termination of employment, FirsTier's
obligations under this Agreement shall cease on the date of
such termination and FirsTier shall have no further
obligations to Executive or any other person as a result of
this Agreement.

As used in this Agreement the term "cause" shall mean
Executive's serious willful misconduct with respect to his
obligations to FirsTier, including, but not limited to, the
commission by Executive of a felony; the perpetration of a
serious dishonest act or common law fraud against FirsTier;
any injury to FirsTier or any of its

<PAGE>

subsidiaries or affiliates resulting from Executive's gross
negligence or willful or intentional act or failure; failure,
after receipt of written notice, to carry out the reasonable and
lawful direct orders of the Chairman or the Board of
Directors of FirsTier or to perform any duties under this
Agreement; or any serious and continuing breach by the
Executive of any substantial duties under this Agreement.
Without limiting the generality of the foregoing, the
parties agree that a determination of cause reasonably and
lawfully made by the Chairman of FirsTier shall be
conclusive.

As used in this Agreement, and with respect to termination
for cause by Executive, the term "cause" shall mean a
material breach of the provisions of this Agreement on the
part of FirsTier, including, but not limited to, the
substantial reduction of Executive's duties or status
provided under this Agreement. Should Executive terminate
this Agreement for cause, as so defined, he shall receive,
and be limited to, in addition to base salary and benefits
earned as of the date of termination, a sum equal to one
year of salary at the then current base salary and
participation in the FirsTier group medical plan as provided
by federal law commonly referred to as COBRA.

7. ASSISTANCE IN LITIGATION.

During and following his employment, Executive shall, upon
reasonable notice, furnish such information and proper
assistance to FirsTier as may be reasonably required by
FirsTier in connection with any litigation in which it or
any of its subsidiaries is, or may become, a party.
FirsTier will indemnify and hold Executive harmless from any
claims or actions arising out of the performance of his
duties under this Agreement.

8. CONFIDENTIAL INFORMATION.

Executive shall not, directly or indirectly, use or permit
the use of any proprietary information, customer
information, product and service information, financial and
pricing information, data processing and communications
information, technical data, and other know-how and trade
secrets regarding this business of FirsTier and its
subsidiaries, all of which is valuable to FirsTier and
constitutes confidential information, except in the
performance of his duties hereunder or with the express
permission of the Chairman or the Board of Directors of
FirsTier. Executive confirms that all such information is
the exclusive property of FirsTier. All business records,
papers and documents kept or made by Executive relating to
the business of FirsTier or its subsidiaries shall be and
remain the property of FirsTier or subsidiary and shall
remain in the possession of FirsTier following termination
of this Agreement.

<PAGE>

9. DISPUTES.

In the event that a dispute arises concerning this
Agreement, the Company, through its Executive Committee, and
McDonnell agree that they shall, in good faith, use their
best efforts to promptly and fairly proceed to resolve such
dispute.

10. GENERAL PROVISIONS.

(a) BINDING AGREEMENT. This Agreement shall be binding
upon, and inure to the benefit of, FirsTier and
Executive and their respective successors and assigns;
provided, however, that this Agreement is personal as
to the services to be performed by Executive, and
Executive shall have no rights to assign or delegate
the performance of such duties to any other person.

(b) SEVERABILITY. If any provision of this Agreement shall
be determined by any court of competent jurisdiction to
be invalid or unenforceable, such invalidity or
unenforceability shall not affect the remainder of this
Agreement.

(c) HEADINGS. The headings of the sections herein are
included solely for convenience of reference and shall
not control the meaning or interpretation of any of the
provisions of this Agreement.

(d) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of
Nebraska.

IN WITNESS WHEREOF, FirsTier and Executive have executed this
Agreement on the date first above written.

FIRSTIER FINANCIAL, INC.

By: /s/ WALTER SCOTT. JR.
-------------------------------
Walter Scott, Jr.
Chairman, Executive Committee

/s/ JACK R. MCDONNELL
-------------------------------
Jack R. McDonnell

<PAGE>
AMENDMENT TO RIGHTS AGREEMENT

This AMENDMENT, dated as of August 6, 1995, is be-
tween FIRSTIER FINANCIAL, INC., a Nebraska corporation (the
"Company"), and STATE STREET BANK AND TRUST COMPANY, as
rights agent (the "Rights Agent").

RECITALS

A. The Company and the Rights Agent are parties
to a Rights Agreement dated as of December 19, 1994 (the
"Rights Agreement").

B. First Bank System, Inc. ("First Bank") and
the Company have entered into an Agreement of Merger and
Consolidation (the "Merger Agreement") pursuant to which the
Company will merge with and into First Bank (the "Merger"),
and a related Stock Option Agreement (the "Option Agree-
ment"). The Board of Directors of the Company has approved
the Merger Agreement, the Merger and the Option Agreement.

C. Pursuant to Section 26 of the Rights
Agreement, the Board of Directors of the Company has
determined that an amendment to the Rights Agreement as set
forth herein is necessary and desirable in connection with
the foregoing and the Company and the Rights Agent desire to
evidence such amendment in writing.

Accordingly, the parties agree as follows:

1. AMENDMENT OF SECTION 1(a). Section 1(a) of
the Rights Agreement is amended to add the following
sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement
to the contrary, neither First Bank nor any of its
existing or future Affiliates or Associates shall
be deemed to be an Acquiring Person solely by
virtue of (i) the execution of the Merger
Agreement and the Option Agreement, (ii) the
acquisition of Common Stock pursuant to the Merger
Agreement or the Option Agreement or the
consummation of the Merger, or (iii) the con-
summation of the other transactions contemplated
by the Merger Agreement and the Option Agreement."

2. AMENDMENT OF SECTION 1(m). Section 1(m) of
the Rights Agreement is amended to add the following proviso
at the end thereof:

<PAGE>

"; provided, however, that no Triggering Event
shall result solely by virtue of (i) the execution
of the Merger Agreement and the Option Agreement,
(ii) the acquisition of Common Stock pursuant to
the Merger Agreement or the Option Agreement or
the consummation of the Merger, or (iii) the con-
summation of the other transactions contemplated
by the Merger Agreement and the Option Agreement."

3. AMENDMENT OF SECTION 1. Section 1 of the
Rights Agreement is further amended to add the following
subparagraphs at the end thereof:

(o) "Merger" shall have the meaning set forth in
the Merger Agreement.

(p) "Merger Agreement" shall mean the Agreement
of Merger and Consolidation dated as of August 6, 1995,
by and between First Bank and the Company, as amended
from time to time."

(q) "First Bank" shall mean First Bank System,
Inc., a Delaware corporation.

(r) "Option Agreement" shall mean that certain
Stock Option Agreement, dated as of August 7, 1995, by
and between First Bank and the Company, as amended from
time to time."

4. AMENDMENT OF SECTION 3(a). Section 3(a) of
the Rights Agreement is amended to add the following
sentence at the end thereof:

"Notwithstanding anything in this Rights Agreement
to the contrary, a Distribution Date shall not be
deemed to have occurred solely by virtue of (i)
the execution of the Merger Agreement and the
Option Agreement, (ii) the acquisition of Common
Stock pursuant to the Merger Agreement or the
Option Agreement or the consummation of the
Merger, or (iii) the consummation of the other
transactions contemplated by the Merger Agreement
and the Option Agreement."

5. AMENDMENT OF SECTION 7(a). Section 7(a) of
the Rights Agreement is amended to add the following
sentence at the end thereof:

-2-

<PAGE>
"Notwithstanding anything in this Rights Agreement
to the contrary, neither (i) the execution of the
Merger Agreement and the Option Agreement; (ii)
the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the
consummation of the Merger; nor (iii) the consum-
mation of the other transactions contemplated in
the Merger Agreement and the Option Agreement,
shall be deemed to be events which cause the
Rights to become exercisable pursuant to the
provisions of this Section 7 or otherwise."

6. AMENDMENT OF SECTION 11. Section 11 of the
Rights Agreement is amended to add the following sentence
after the first sentence of said Section:

"Notwithstanding anything in this Rights Agreement
to the contrary, neither (i) the execution of the
Merger Agreement and the Option Agreement; (ii)
the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the
consummation of the Merger; nor (iii) the consum-
mation of the other transactions contemplated in
the Merger Agreement and the Option Agreement,
shall be deemed to cause the Rights to be adjusted
or to become exercisable in accordance with this
Section 11."

7. AMENDMENT OF SECTION 13. Section 13 of the
Rights Agreement is amended to add the following sentence at
the end thereof:

"Notwithstanding anything in this Rights Agreement
to the contrary, neither (i) the execution of the
Merger Agreement and the Option Agreement; (ii)
the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the
consummation of the Merger; nor (iii) the consum-
mation of the other transactions contemplated in
the Merger Agreement and the Option Agreement,
shall be deemed to be events of the type described
in this Section 13 or to cause the Rights to be
adjusted or to become exercisable in accordance
with Section 13."

8. EFFECTIVENESS. This Amendment shall be deemed
effective as of the date first written above, as if executed
on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

-3-

<PAGE>

9. MISCELLANEOUS. This Amendment shall be deemed
to be a contract made under the laws of the State of
Nebraska and for all purposes shall be governed by and
construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely
within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument. If any provision, covenant or restriction of
this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, illegal or unenforceable,
the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force
and effect and shall in no way be effected, impaired or in-
validated.

EXECUTED as of the date set forth above.

Attest: FIRSTIER FINANCIAL, INC.

----------------------- ---------------------------
Name: Name:
Title: Title:

Attest: STATE STREET BANK AND
TRUST COMPANY

------------------------ ---------------------------
Name: Name:
Title: Title:

-4-

<PAGE>
FIRSTIER FINANCIAL, INC.
CHANGE OF CONTROL BONUS POOL PLAN

1. PURPOSES

The purpose of this Plan is to reward key executives of
FirsTier Financial, Inc. (the "Company") through the payment
of bonuses for contributions made in connection with the
successful negotiation and consummation of a sale of the
Company on terms and conditions which result in the
maximization of shareholder value.

2. DEFINITIONS

a. "Board" shall mean the Board of Directors of the
Company.

b. "Bonus" shall mean potential additional cash
compensation computed and paid to Participants in
accordance with the Plan.

c. "Change of Control" shall mean (i) a merger or
consolidation of the Company, which involves a transfer
or change of more than 50% of the direct or indirect
ownership of the Company's outstanding voting
securities, with or into, (ii) the sale or lease of all
or substantially all of the Company's assets to, or
(iii) an acquisition of more than 50% of the Company's
outstanding voting securities by, any other entity or
person.

d. "Committee" shall mean the Executive Committee of the
Company.

e. "Company" shall mean FirsTier Financial, Inc., a
Nebraska corporation.

f. "Key Executive Employee" shall mean a key employee of
the Company so designated by the Committee.

g. "Merger Agreement" shall mean an agreement and plan of
merger entered into by the Company following the
adoption of this Plan which results in a Change of
Control.

h. "Participant" shall mean a Key Executive Employee of
the Company as determined by the Committee to whom a
bonus is granted under the Plan.

i. "Plan" shall mean this FirsTier Financial, Inc. Change
of Control Bonus Pool Plan.

j. "Shareholder Value Percentage Multiplier" shall mean a
multiplier equal to the percentage amount described in
Section 5 of this Plan.

<PAGE>

k. "Strike Price" shall mean the price referenced to the
price per share of the common stock of the Company
adjusted for subsequent stock splits and stock
dividends, if any, determined in accordance with
Section 5 of this Plan.

3. ADMINISTRATION

The Plan shall be administered by the Committee. Three
members of the Committee who are also members of the Board
of Directors of the Company, at least two of whom shall be
outside Directors of the Company, shall constitute a quorum
for the transaction of business. The Committee shall be
responsible to the Board for the operation of the Plan and
shall designate which Key Executive Employees of the Company
shall participate in the Plan. The interpretation and
construction of any provision of this Plan by the Committee
shall be final, and binding upon each Key Executive Employee
and Participant and all other persons unless otherwise
determined by the Board, in which case the Board's
determination shall be final and so binding. No member of
the Board or the Committee shall be liable for any action or
determination made with respect to the Plan in good faith.

4. ELIGIBILITY

The Committee shall have the authority to grant bonuses
under the Plan to any Key Executive Employee of the Company.

5. BONUS

Immediately following the Company's execution of a Merger
Agreement or immediately following the Committee's approval
of this Change of Control Bonus Pool Plan, whichever is
earlier, the Chairman of the Executive Committee, or in his
absence, any other outside director and member of the
Committee, shall designate a Strike Price which shall be a
price determined with general reference to the fair market
value of the common stock of the Company. The Strike Price
shall be adjusted for subsequent stock splits and stock
dividends, if any. On the business day immediately
preceding the date set for the closing of the Merger
Agreement, the Company shall contribute to the Change of
Control Bonus Pool an amount determined in accordance with
the following formula:

Shareholder Value Percentage Multiplier equal to
4% of the following: as determined by the
Committee, the dollar amount by which the price
per share to be realized by the Company's
shareholders at the time of the date set for
closing of the Merger Agreement exceeds the Strike
Price, multiplied by the number of shares of
common stock of the Company then outstanding. For
purposes of this formula, the Committee's
determination of the price per share to be
realized by the Company's shareholders at the date
set for the closing of the Merger Agreement shall
be based upon the mean between the lowest and
highest reported trading price of the

<PAGE>

Company's common stock on the second trading day immediately
preceding the date set for the closing of the Merger Agreement.

The Committee shall review no less frequently than annually
the Strike Price and the Shareholder Percentage Multiplier
and make such adjustments as the Committee shall deem
appropriate under the circumstances.

6. TERMS AND CONDITIONS OF BONUS

Bonuses granted pursuant to this Plan shall be authorized by
the Committee and distributed to the Key Executive Employees
of the Company in such amounts as the Committee may
determine. The Plan shall be subject to the following
additional terms and conditions:

a. NO CONTRACT OR EMPLOYMENT AGREEMENT. Nothing in this
Plan shall constitute or be construed as imposing any
contractual obligation on the Company or any of its
subsidiaries or affiliates for employment for a
specific term or otherwise, with respect to any Key
Executive Employee or Participant.

b. TIME AND METHOD OF PAYMENT. Bonuses under this Plan
shall be awarded and paid to such Key Executive
Employees as the Committee may designate no later than
the close of business on the business day immediately
preceding the date set for the closing of the Merger
Agreement. The payment of Bonuses under the Plan shall
be subject to the occurrence of the closing under the
Merger Agreement, and the delivery of any Bonus prior
to such closing shall be subject to the agreement of
the Participant to return the Bonus to the Company in
the event the scheduled closing of the Merger Agreement
does not occur.

c. DEATH OF KEY EXECUTIVE EMPLOYEE. In the event of the
death of a Key Executive Employee prior to the
Committee's awarding of the Bonus under Section 5 of
this Plan, the Committee may, in its sole and absolute
discretion, award a Bonus in such amount as determined
appropriate by the Committee under the circumstances to
the Key Executive Employee's surviving spouse, or if no
surviving spouse, to the estate of the Key Executive
Employee.

7. NONASSIGNABILITY

Bonuses paid under this Plan shall not be transferable or
assignable other than by will or by the laws of descent and
distribution and during a Participant's lifetime shall be
payable only to such Participant.

<PAGE>

8. AMENDMENT AND TERMINATION.

The Board or Committee, by resolution, may terminate, amend
or revise this Plan at any time and for any reason and may
terminate any Key Executive Employee's or Participant's
rights under this Plan at any time prior to consummation of
a Change of Control with or without cause. Neither the
Board nor the Committee may, without the consent of a
Participant, alter or impair any Bonus once such Bonus has
been awarded and paid under this Plan. Unless sooner
terminated by the Board or the Committee, this Plan shall be
reviewed by the Committee beginning on the first anniversary
date following the date of the Plan's adoption by the
Committee and on each subsequent anniversary date thereafter
for the purpose of the Committee determining whether or not
this Plan shall be continued. Termination of the Plan shall
not affect any Bonus previously awarded and paid.

9. EFFECTIVE DATE OF THE PLAN.

The Plan shall be effective May 23, 1995.

-------------------------------------------------
Chairman
FirsTier Financial, Inc.
Executive Committee

<PAGE>
--------------------------------------------------------------------------
T O O U R S T O C K H O L D E R S, C U S T O M E R S A N D F R I E N D S

FirsTier Financial, Inc., reported record net income of $14,269,000 for the
second quarter of 1995, an increase of 2.90 percent over net income of
$13,867,000 reported in the same period of 1994. For the first six months,
earnings were $27,636,000, compared with $27,572,000 earned in the first half of
1994. On a per share basis, earnings were $.76 for the second quarter and $1.48
for the first six months, compared to $.73 and $1.45 for the same periods last
year, an increase of 4.11 percent and 2.07 percent, respectively. The
acquisition of the Cornerstone Bank Group on January 3, 1995, has been accounted
for as a pooling of interests. As a result, all financial results for 1994 and
prior periods have been restated. Net interest income was $34.2 million for
the second quarter of 1995, compared to $34.3 million for the same period last
year. Net interest margin was 4.43 percent, compared to 4.68 percent for the
second quarter of 1994. Non-interest income was $14.4 million for the second
quarter and $27.8 million for the first six months, compared to $13.3 million
and $27.2 million for the same periods last year, an increase of 8.24 percent
and 2.22 percent, respectively. Non-interest expense in the second quarter of
1995 increased $478,000, or 1.69 percent, compared to the same period last year.
Under-performing assets on June 30, 1995 totaled $10.8 million, or .49
percent of total loans and other real estate, compared to $15.0 million, or .74
percent of total loans and other real estate on June 30, 1994. Under-performing
assets consist of non-accrual loans and leases, loans 90 days past due and still
accruing interest, restructured loans, other real estate owned and repossessed
assets. FirsTier's reserve for loan and lease losses on June 30, 1995 was
$53.0 million, or 2.41 percent of total loans and leases. This represents an
increase of $13,000 over the previous quarter and $352,000 over the same period
in 1994. On April 1, 1995, FirsTier Financial acquired First Continental
Financial, Inc., holding company for the $41 million asset River City National
Bank in Omaha. At the time of the purchase, River City Bank was merged into
FirsTier Bank, N.A., Omaha. FirsTier opened three new bank branches in June
of 1995. FirsTier Bank, N.A., Lincoln's new branch at 27th and Ticonderoga
serves a dynamic new commercial center in northwest Lincoln. FirsTier Bank,
N.A., Omaha opened a branch at 30th and Potter in north Omaha and a new branch
inside the Baker's Supermarket at 84th and Frederick. With the addition of
these offices, FirsTier has 63 full-service branches and more than 100 automatic
teller machines in 12 Nebraska communities and 7 Iowa communities. We are
prepared to begin construction of two more branches inside Baker's Supermarkets
and expect this work to be completed late in the third quarter of this year.
FirsTier continues to invest in automation to enhance customer service. Our
new Cash & Check Card brings the "checkless" society one step closer as
customers use this card instead of checks to make purchases wherever
Visa-Registered Trademark- cards are welcomed. We introduced the Cash & Check
Card to our customers late last year and have experienced excellent product
acceptance in the past six months. Additionally, our customers can access
their accounts from 6:00 a.m. to 11:00 p.m., seven days a week, with FirsTier
Account Line. Recent market research targeted at Account Line users gives
FirsTier high marks for this automated telephone service. We are in a
"service" industry and place a high priority on positive personal relationships
with our customers and reliable, customer-friendly automated support systems.
Our outstanding people and well-managed systems give substance to FirsTier's
positioning statement for customers: YOU'RE FIRST HERE AT FIRSTIER. FirsTier
Financial has a solid capital position, excellent asset quality and a strong
market franchise. Core earnings are healthy, and we expect 1995 to be a
satisfactory year for your company.

Sincerely,

David A. Rismiller
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

AUGUST 1, 1995

[MAP]
<PAGE>
FIRSTIER FINANCIAL, INC. 2
--------------------------------------------------------------------------------

BOARD OF DIRECTORS

JAMES P. ABEL
PRESIDENT
NEBCO, Inc.

DUANE W. ACKLIE**
CHAIRMAN
Crete Carrier Corporation

LAWRENCE J. ARTH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Ameritas Life Insurance Corporation

RICHARD K. DAVIDSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Union Pacific Railroad Company

J. ROBERT DUNCAN
CHAIRMAN
Duncan Aviation, Inc.

STEVEN H. DURHAM
CHAIRMAN
Global Resources, Ltd. L.L.C.

CHARLES F. HEIDER**
GENERAL PARTNER
Heider-Weitz Partnership

JACK R. MCDONNELL**
EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER
FirsTier Financial, Inc.

DAVID A. RISMILLER**
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
FirsTier Financial, Inc.

WALTER SCOTT, JR.*
PRESIDENT AND CHAIRMAN OF THE BOARD
Peter Kiewit Sons', Inc.

THOMAS J. SKUTT
CHAIRMAN OF THE BOARDS AND
CHIEF EXECUTIVE OFFICER
Mutual of Omaha Insurance Companies

DR. L. DENNIS SMITH
PRESIDENT
University of Nebraska

* Chairman of the Executive Committee, Board of Directors
** Member of the Executive Committee, Board of Directors

PRINCIPAL CORPORATE OFFICERS

DAVID A. RISMILLER**
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER

JACK R. MCDONNELL**
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER

DWAIN C. CARLSON
VICE PRESIDENT AND DIRECTOR OF
CORPORATE ASSET LIABILITY MANAGEMENT

THOMAS B. FISCHER
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

DAVID F. GRIEBEL
VICE PRESIDENT AND DIRECTOR OF MARKETING

AARON C. HILKEMANN
VICE PRESIDENT AND DIRECTOR OF
FINANCIAL OPERATIONS

MARK J. MATTHES
VICE PRESIDENT AND DIRECTOR OF OPERATIONS

JOHN F. MOCK
VICE PRESIDENT AND DIRECTOR OF
HUMAN RESOURCES

THE CORPORATION

FirsTier Financial, Inc., is a regional multi-bank holding company. Primary
subsidiaries of the corporation in Nebraska are: FirsTier Bank, N.A., Omaha;
FirsTier Bank, N.A., Lincoln; FirsTier Bank, N.A., Norfolk; and FirsTier Bank,
N.A. Scottsbluff-Gering. Primary subsidiaries in Iowa are: FirsTier Bank, N.A.,
Council Bluffs; Nevada National Bank in Nevada; Valley State Bank based in Rock
Valley; and Security Savings Bank headquartered in Williamsburg.

On June 30, 1995, FirsTier had 63 full service branches in a 700 mile region
stretching from eastern Iowa to the western border of Nebraska and a loan
production office in Garden City, Kansas. FirsTier provides a full range of
financial services to corporate, retail and trust customers in Nebraska, Iowa

and contiguous states.

[MAP]
<PAGE>
FINANCIAL HIGHLIGHTS 3
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30 FOR THE SIX MONTHS ENDED JUNE 30
PERCENTAGE PERCENTAGE
1995 1994 CHANGE 1995 1994 CHANGE
----------- ---------- -------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND DIVIDENDS
($ IN THOUSANDS)
Net Income............................. $ 14,269 13,867 2.9% $ 27,636 27,572 0.2%
Cash Dividends Declared................ 5,548 4,471 24.1 10,330 8,953 15.4
PER SHARE
Net Income............................. .76 .73 4.1 1.48 1.45 2.1
Cash Dividends Declared................ .30 .26 15.4 .56 .52 7.7
FINANCIAL INFORMATION
($ IN THOUSANDS)
Average Assets......................... 3,632,570 3,455,476 5.1 3,576,403 3,410,546 4.9
Average Loans and Leases............... 2,203,456 1,987,466 10.9 2,171,070 1,962,471 10.6
Average Deposits....................... 2,833,681 2,735,938 3.6 2,788,671 2,715,804 2.7
Average Stockholders' Equity........... 358,626 336,819 6.5 352,388 335,578 5.0
Book Value Per Share (At June 30)...... 19.74 18.12 8.9
Market Value Per Share (At June 30).... 36.75 31.67 16.0
RATIOS
Return on Average Assets............... 1.58% 1.61 (1.9 ) 1.56 1.63 (4.3 )
Return on Average Equity............... 15.96 16.51 (3.3 ) 15.81 16.57 (4.6 )
Average Equity to Assets............... 9.87 9.75 1.2 9.85 9.84 0.1
Tier 1 Leverage........................ 9.65 9.50 1.6
Net Interest Margin.................... 4.43 4.68 (5.3 ) 4.48 4.75 (5.7 )
OTHER INFORMATION
Number of Shares....................... 18,492,646 18,682,528 (1.0 )
Number of Stockholders................. 2,040 2,056 (0.8 )
</TABLE>

[MAP]
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) ($ in thousands, except per share amounts) 4
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans and leases
Taxable............................................................ $ 48,408 39,172 93,763 75,776
Nontaxable......................................................... 474 513 911 1,636
Interest on securities
Taxable............................................................ 9,889 11,692 19,368 23,500
Nontaxable......................................................... 6,039 5,137 11,838 10,067
Interest on federal funds sold and resale agreements................. 1,786 1,059 3,544 1,565
--------- --------- --------- ---------
Total interest income.............................................. 66,596 57,573 129,424 112,544
--------- --------- --------- ---------
INTEREST EXPENSE
Interest on deposits
Savings and interest checking...................................... 5,423 4,802 10,431 9,537
Time............................................................... 21,283 15,125 40,381 29,217
Interest on short-term and FHLB borrowings........................... 5,446 3,069 10,626 5,190
Interest on long-term debt........................................... 294 306 589 613
--------- --------- --------- ---------
Total interest expense............................................. 32,446 23,302 62,027 44,557
--------- --------- --------- ---------
NET INTEREST INCOME................................................ 34,150 34,271 67,397 67,987
Provision for loan and leases losses................................... 269 177 538 (1,590)
--------- --------- --------- ---------
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES...... 33,881 34,094 66,859 69,577
--------- --------- --------- ---------
NON-INTEREST INCOME
Trust services....................................................... 4,181 3,978 8,369 8,019
Service charges on deposit accounts.................................. 4,396 3,836 8,395 7,834
Credit card fees..................................................... 2,441 2,158 4,651 4,280
Securities gains, net................................................ 10 -- 10 212
Other................................................................ 3,332 3,295 6,421 6,895
--------- --------- --------- ---------
Total non-interest income.......................................... 14,360 13,267 27,846 27,240
--------- --------- --------- ---------
NON-INTEREST EXPENSE
Salaries and benefits................................................ 13,958 13,626 28,017 27,660
Premises and equipment............................................... 3,643 3,754 7,176 7,544
Data processing fees................................................. 1,344 1,368 2,587 2,707
Credit card processing expense....................................... 1,458 1,325 2,738 2,729
Amortization of goodwill............................................. 458 402 859 806
Other................................................................ 7,924 7,832 15,768 17,724
--------- --------- --------- ---------
Total non-interest expense......................................... 28,785 28,307 57,145 59,170
--------- --------- --------- ---------
Income before income tax expense................................... 19,456 19,054 37,560 37,647
Income tax expense................................................. 5,187 5,187 9,924 10,075
--------- --------- --------- ---------
NET INCOME............................................................. $ 14,269 13,867 27,636 27,572
--------- --------- --------- ---------
--------- --------- --------- ---------
NET INCOME PER SHARE................................................... $ .76 .73 1.48 1.45
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

[MAP]
<PAGE>
CONSOLIDATED BALANCE SHEETS
June 30, (Unaudited) ($ in thousands) 5
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1995 1994
------------ ----------
<S> <C> <C>
ASSETS
Cash and due from banks......................................................................... $ 237,065 204,486
Federal funds sold and securities purchased under resale agreements............................. 82,465 170,155
Securities available for sale (amortized cost $227,979 in 1995 and $287,822 in 1994)............ 232,604 286,271
Investment securities (market value $753,562 in 1995 and $726,842 in 1994)...................... 745,451 731,127
Loans and leases, net........................................................................... 2,144,876 1,980,861
Premises and equipment.......................................................................... 50,321 50,406
Accrued interest receivable..................................................................... 31,532 27,688
Other assets.................................................................................... 56,113 54,276
------------ ----------
TOTAL ASSETS.................................................................................. $ 3,580,427 3,505,270
------------ ----------
------------ ----------
LIABILITIES
Deposits
Demand, non-interest-bearing.................................................................. $ 473,288 476,919
Savings and interest checking................................................................. 866,925 890,465
Time.......................................................................................... 1,465,776 1,285,939
------------ ----------
TOTAL DEPOSITS................................................................................ 2,805,989 2,653,323
Short-term borrowings........................................................................... 186,346 294,895
Federal Home Loan Bank borrowings............................................................... 156,500 159,735
Other liabilities............................................................................... 54,559 46,320
Long-term debt.................................................................................. 11,915 12,453
------------ ----------
TOTAL LIABILITIES............................................................................. 3,215,309 3,166,726
------------ ----------
STOCKHOLDERS' EQUITY
Preferred stock -- $30 par value; authorized 2,000,000 shares................................... -- --
Common stock -- $5 par value; authorized 40,000,000 shares; issued and outstanding 18,822,202
shares in 1995 and 18,814,695 shares in 1994................................................... 94,111 94,073
Surplus......................................................................................... 5,876 10,825
Retained earnings............................................................................... 273,162 241,752
Net unrealized securities gains (losses)........................................................ 2,837 (967)
------------ ----------
375,986 345,683
Less treasury stock, at cost 329,556 shares in 1995 and 244,666 shares in 1994.................. 10,868 7,139
------------ ----------
TOTAL STOCKHOLDERS' EQUITY.................................................................... 365,118 338,544
------------ ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................................. $ 3,580,427 3,505,270
------------ ----------
------------ ----------
</TABLE>

See accompanying notes to consolidated financial statements

[MAP]
<PAGE>
OTHER FINANCIAL INFORMATION 6
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF
RETAINED EARNINGS
Six Months Ended June 30 (Unaudited)
($ IN THOUSANDS)

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
BALANCE AT JANUARY 1.............. $ 255,856 252,086
Net Income........................ 27,636 27,572
Cash dividends declared........... 10,330 8,953
($.56 and $.52 per share in 1995
and 1994, respectively)........
Less transfer to Surplus.......... -- 28,953
---------- ----------
BALANCE AT JUNE 30................ $ 273,162 241,752
---------- ----------
---------- ----------
</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) On January 3, 1995, FirsTier acquired Cornerstone Bank Group, Inc. in a
transaction accounted for as a pooling of interests. In connection with this
acquisition, FirsTier issued 1,555,075 shares in exchange for 100% of the
outstanding shares of Cornerstone Bank Group, Inc. All prior period
financial information has been restated to reflect this acquisition.
(2) On April 1, 1995, FirsTier acquired all of the outstanding shares of First
Continental Financial, Inc., the holding company of River City National
Bank, which had assets of approximately $41 million. River City National
Bank operated in three locations in west Omaha, Nebraska, and are now
branches of FirsTier Bank, N.A., Omaha. This acquisition has been accounted
for as a purchase transaction.

(3) Certain accounts in the financial statements of the prior year have been
reclassified to conform with current year presentation. Such
reclassifications had no effect on net income.

ALLOWANCE FOR LOAN AND LEASE LOSSES
($ IN THOUSANDS)

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
BALANCE AT JANUARY 1.................. $ 53,250 54,345
Addition due to acquisition........... 290 --
Provision for credit losses........... 538 (1,590)
Losses charged off.................... 2,679 2,657
Recoveries on amounts charged off..... 1,603 2,552
--------- ---------
BALANCE AT JUNE 30.................... $ 53,002 52,650
--------- ---------
--------- ---------
Allowance as a percentage of loans and
leases............................... 2.41% 2.59
Net charge-offs as a percentage of
average loans and leases............. .05% .01
</TABLE>

UNDER-PERFORMING ASSETS
($ IN THOUSANDS)

<TABLE>
<S> <C> <C>
JUNE 30 1995 1994
--------- ---------
Non-accrual loans and leases...... $ 7,847 10,010
Loans ninety days past due and
accruing......................... 1,582 1,380
Restructured loans................ 18 549
Other real estate owned........... 1,311 2,986
Repossessed assets................ 59 87
--------- ---------
TOTAL UNDER-PERFORMING ASSETS..... $ 10,817 15,012
--------- ---------
--------- ---------

Under-performing assets as a
percentage of loans, leases,
other
real estate owned and repossessed
assets........................... .49% .74
--------- ---------
--------- ---------
</TABLE>

[MAP]
<PAGE>
ANALYSIS OF NET INTEREST INCOME
(TAX EQUIVALENT BASIS) ($ IN THOUSANDS) 7
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1995 1994 1995 1994
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Net interest income................................................. $ 36,663 36,737 72,660 73,116
Average earning assets.............................................. 3,316,773 3,146,785 3,268,059 3,101,865
Average interest-bearing liabilities................................ 2,713,972 2,572,074 2,675,581 2,524,378
Yield on earning assets............................................. 8.36% 7.65 8.31 7.65
Cost of interest-bearing liabilities................................ 4.80 3.63 4.67 3.56
Net interest margin................................................. 4.43 4.68 4.48 4.75
Net interest rate spread............................................ 3.56 4.02 3.64 4.09
Interest-bearing liabilities to interest-earning assets............. 81.83 81.74 81.87 81.38
</TABLE>

STOCKHOLDERS' INFORMATION
STOCK DATA

<TABLE>
<CAPTION>
DIVIDENDS
DECLARED
YEAR PERIOD HIGH LOW PER SHARE
--------- ---------------- --------- --------- ---------------
<S> <C> <C> <C> <C>
1994 First Quarter 33.17 28.00 .26
Second Quarter 31.83 29.33 .26
Third Quarter 35.00 31.00 .26
Fourth Quarter 33.00 30.00 .26
1995 First Quarter 33.50 29.50 .26
Second Quarter 37.50 32.75 .30
</TABLE>

The common stock of FirsTier Financial, Inc. (FRST) is traded on the
Over-the-Counter Market and is quoted
on the NASDAQ National Market System.

CORPORATE OFFICE

The Corporate Office is located at 1700 Farnam Street, P.O. Box 3443, Omaha,
Nebraska 68103-0443. The telephone number is (402) 348-6000.

FORM 10Q

A copy of the second quarter report to the Securities and Exchange Commission
(Form 10Q) may be obtained without charge by written request to the Director of
Marketing at the Corporate Office.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants of FirsTier Financial, Inc. are Arthur
Andersen LLP, Omaha, Nebraska.

TRANSFER AGENT

Stockholder inquiries may be directed to:
State Street Bank and Trust Company
Securities Transfer Services Department
P.O. Box 8204
Boston, MA 02266
Telephone: (800) 257-1770
8:00 a.m. to 6:00 p.m.
(Eastern Time)

[MAP]
<PAGE>
[LOGO]
----------------------------------
1700 FARNAM STREET
P.O. BOX 3443
OMAHA, NEBRASKA
68103-0443
[LOGO]
----------------------------------------------------
S E C O N D Q U A R T E R R E P O R T

[MAP]
------------------------------------------
JUNE 30, 1995

<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 237,065
<INT-BEARING-DEPOSITS> 2,332,701
<FED-FUNDS-SOLD> 82,465
<TRADING-ASSETS> 852
<INVESTMENTS-HELD-FOR-SALE> 232,604
<INVESTMENTS-CARRYING> 745,451
<INVESTMENTS-MARKET> 753,562
<LOANS> 2,197,878
<ALLOWANCE> 53,002
<TOTAL-ASSETS> 3,580,427
<DEPOSITS> 2,805,989
<SHORT-TERM> 186,346
<LIABILITIES-OTHER> 211,059
<LONG-TERM> 11,915
<COMMON> 94,111
0
0
<OTHER-SE> 271,007
<TOTAL-LIABILITIES-AND-EQUITY> 3,580,427
<INTEREST-LOAN> 94,674
<INTEREST-INVEST> 31,206
<INTEREST-OTHER> 3,544
<INTEREST-TOTAL> 129,424
<INTEREST-DEPOSIT> 50,812
<INTEREST-EXPENSE> 62,027
<INTEREST-INCOME-NET> 67,397
<LOAN-LOSSES> 538
<SECURITIES-GAINS> 10
<EXPENSE-OTHER> 57,145
<INCOME-PRETAX> 37,560
<INCOME-PRE-EXTRAORDINARY> 37,560
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,636
<EPS-PRIMARY> 1.48
<EPS-DILUTED> 1.48
<YIELD-ACTUAL> 8.31
<LOANS-NON> 7,847
<LOANS-PAST> 1,582
<LOANS-TROUBLED> 18
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 53,250
<CHARGE-OFFS> 2,679
<RECOVERIES> 1,603
<ALLOWANCE-CLOSE> 53,002
<ALLOWANCE-DOMESTIC> 34,501
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 18,502

</TABLE>