EXHIBIT (10.5)
FIRST AMENDMENT
TO
FIRST INTERSTATE
1991 PERFORMANCE STOCK PLAN
First Interstate Bancorp adopted the First Interstate
Bancorp 1991 Performance Stock Plan (the Plan) effective
February 7, 1991 as approved by shareholders on April 19,
1991.
In order to have consistent treatment under First
Interstate Bancorp's various plans in the event that
employees become employees of another company, this
amendment is being adopted. This amendment is effective
August 17, 1992.
1. New sentences have been added to Section 6.1 of
the Plan to read as follows:
In the event that employees of the Company or
its subsidiaries become
employees of another company pursuant to a stock or
asset sale, merger, or similar transaction or in the event
of a corporate reorganization, reduction in force or similar
event, the Committee shall have the authority, which shall
be exercised in its sole discretion, to continue to credit
service for purposes of satisfying the restricted period
requirements set forth in the Restricted Stock Agreement.
Such Committee authority shall only apply to restricted
stock granted to individuals who are not subject to Section
16 of the Securities Exchange Act.
2. The following paragraph has been added as a new
Section 17:
17. Expiration of Options. In the event that
employees of the Company or its Subsidiaries become
employees of another company pursuant to a stock or asset
sale, merger or similar transaction or in the event of a
corporate reorganization, reduction in force or similar
event, the Committee shall have the authority, which shall
be exercised in its sole discretion, to modify the dates
upon which options previously granted shall expire. Such
Committee authority shall only apply to options granted to
individuals who are not subject to Section 16 of the
Securities Exchange Act. Any modification to the terms
under which the option would otherwise expire shall not
cause the option to expire later than the date the option
was originally scheduled to expire pursuant to the terms or
the original Stock Option Agreement.
Executed at Los Angeles this 22 day of August, 1995.
FIRST INTERSTATE
BANCORP
By:______________________
Executive
Vice President
By:_______________________
Secretary
EXHIBIT (10.5)
SECOND AMENDMENT
TO
FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
First Interstate Bancorp adopted the First Interstate
Bancorp 1991 Performance Stock Plan (the Plan) effective
February 7, 1991 as approved by shareholders on April 19,
1991 at the Annual Shareholder's meeting.
In order to have a consistent definition of Change in
Control among First Interstate Bancorp's various plans, this
Amendment is being adopted. This Amendment is effective
June 20, 1994.
1. The definition of Change in Control in Section 14
Additional Definitions is amended by revising it to read as
follows:
Change in Control of the Company means and shall be
deemed to have occurred if and when any one of the following
five events occurs: (a) any person (as such term is used
in Section 13(d) of the Securities Exchange Act of 1934
(the Exchange Act)) becomes a beneficial owner, directly
or indirectly, of securities of the Company representing 20%
or more of the combined voting power of the Company's then
outstanding securities; (b) individuals who were member of
the Board of Directors of the Company immediately prior to
a meeting of the stockholders of the Company involving a
contact for the election of Directors do not constitute a
majority of the Board of Directors following such
election; (c) the stockholders of the Company approve the
dissolution or liquidation of the Company; (d) the
stockholders of the Company approve an agreement to merge
or consolidate, or otherwise reorganize, with or into one or
more entities which are not Subsidiaries, as a result of
which less than 50% of the outstanding voting securities of
the surviving or resulting entity are, or are to be, owned
by former stockholders of the Company (excluding from the
term former stockholders a stockholder who is, or as a
result of the transaction in question becomes, an
affiliate, as that term is used in the Exchange Act and
the Rules promulgated thereunder, of any party to such
merger, consolidation or reorganization); or (e) the
stockholders of the Company approve the sale of
substantially all of the Company's business and/or assets
to a person or entity which is not a Subsidiary.
Executed at Los Angeles, California this 20th day of
July, 1994.
FIRST
INTERSTATE BANCORP
By:
_________________________
Executive Vice President
By:
_________________________
Secretary
EXHIBIT (10.5)
THIRD AMENDMENT
TO
FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
First Interstate Bancorp adopted the First Interstate
Bancorp 1991 Performance Stock Plan (the "Plan") effective
February 7, 1991 as approved by shareholders on April 19, 1991
at the Annual Shareholder's meeting.
This Amendment is being adopted to modify the definition
of Change in Control. This Amendment is effective January 21,
1996.
1. The definition of Change in Control in Section 14,
Additional Definitions is amended by deleting 50% in clause
(d) and inserting 60% in its place.
Executed at Los Angeles, California this 25th day of
March, 1996.
FIRST INTERSTATE
BANCORP
By:___________________________
Executive
Vice President
By:___________________________
Secretary
W032596B.DOC