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:
"; 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:
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"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.
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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.
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Name: Name:
Title: Title:
Attest: STATE STREET BANK AND
TRUST COMPANY
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Name: Name:
Title: Title:
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