Trademark License Agreement

This Trademark License Agreement (the "Agreement") is effective as of the 24th day of May, 1996, by and between Wells Fargo & Company ("Licensor") and First Interstate BancSystem of Montana, Inc. ("Licensee").


WHEREAS, Licensor is a bank holding company and the successor in interest by merger to First Interstate Bancorp, and owns the Trademarks set forth below with respect to the name "First Interstate"; and


WHEREAS, Licensee's banks in the States of Montana and Wyoming have been operated under the "First Interstate" name pursuant to an Agreement dated September 16, 1983, as amended, relating to a franchise arrangement between Licensee and Licensor's predecessor in interest (the "Franchise Agreement"); and


WHEREAS, Licensee is acquiring ownership of Licensor's banks in the States of Montana and Wyoming, the Franchise Agreement is being terminated, and Licensee wishes to continue to operate such banks and Licensee's existing banking operations using the "First Interstate" name; and


WHEREAS, as a result of the foregoing, Licensee desires to be appropriately licensed by Licensor to use the Trademarks in connection with its business activities as set forth herein, and Licensor desires to license the Trademarks to Licensee to the extent set forth herein;


NOW, THEREFORE, in consideration of the foregoing and the mutual covenant and agreement set forth below, the parties to this Agreement agree as follows:


1. For purposes of this Agreement, the term "Trademarks" shall mean all signs, symbols, marks and rights conferred upon Licensee under the Franchise Agreement including but not limited to (a) the First Interstate logo, together with the name "First Interstate", (b) the name "First Interstate", or (c) the First Interstate logo, pursuant, respectively, to Trademark Registration Numbers 1,418,586, 1,417,696, and 1,217,810, all as more specifically described in Exhibit 1 attached hereto and incorporated by this reference.


2. Licensor hereby grants to Licensee an exclusive continuing and perpetual right to use the Trademarks in the activities of First Interstate BancSystem of Montana, Inc. and its subsidiaries conducted within the States of Montana, Wyoming, North Dakota, South Dakota and Nebraska. Subject to the provisions of Section 3 hereof, the geographic scope of this license shall be extended to allow the use of the Trademarks in the State of Colorado beginning on the fifth anniversary of the date of this Agreement, and shall be extended to allow the use of the Trademarks in the State of Idaho and Utah beginning on the sixth anniversary of the date of this Agreement. This license is not divisible, is not assignable, and is not subject to being sublicensed. No other right or license is granted by Licensor to Licensee, either express or implied, for any other use of the Trademarks, including, without limitation, in any other state or for any other purpose, or for any other trademark, tradename, copyright, or other intellectual property right owned, possessed or licensed by or to Licensor. Licensee agrees that it shall not use the Trademarks in any manner not


specifically authorized by this Agreement.


3. Licensee shall use the appropriate symbol of Trademark Registration in connection with the use of any Trademark licensed to it hereunder. All uses of the Trademarks by Licensee shall (a) be consistent with Licensee's past use of the same and of such high quality and standards as to protect and maintain the value and integrity of the Trademarks and the goodwill pertaining thereto, and (b) be used, published or provided only in accordance with applicable federal, state and local laws. Licensor retains the right to disapprove uses of the Trademarks not meeting these standards. Upon Licensor ...