exv10w2



 






Exhibit 10.2




AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT




     This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”), dated as of April 28,
2005, is entered into by and between BancWest Corporation, a Delaware corporation (“BancWest”), and
BNP Paribas S.A., a société anonyme or limited liability banking corporation organized under the
laws of the Republic of France (“BNP Paribas”).



     WHEREAS, Bank of the West, a California banking corporation (the “Bank”), has issued and
outstanding 4,148,586 shares of common stock, par value $5 per share (the “Common Stock”), of which
3,663,173 shares (88.299%) are currently owned by BancWest and 485,413 shares (11.701%) are
currently owned by BNP Paribas;



     WHEREAS, the 485,513 shares currently held by BNP Paribas (the Tranche A Minority Shares, as
defined below) were purchased from BancWest on November 22, 2002, in connection with the
refinancing by BancWest of its acquisition of United California Bank (for the purpose of this
acquisition, BancWest borrowed $800 million on an interim basis from the New York branch of BNP
Paribas and in order to refinance the interim loan by establishing a long term financing structure,
BancWest agreed to sell to BNP Paribas, and BNP Paribas agreed to purchase from BancWest, the
Tranche A Minority Shares at the Tranche A Original Purchase Price (as defined below), pursuant to
the Tranche A Stock Purchase Agreement (as defined below);



     WHEREAS, pursuant to the purchase of the Tranche A Minority Shares by BNP Paribas, BancWest
and BNP Paribas agreed to enter into the original Stockholders’ Agreement dated November 20, 2002
(the “Original Stockholders’ Agreement”) so as to organize their legal relationships and in
particular to grant BancWest a right to repurchase the Tranche A Minority Shares (the “Tranche A
Call Option”), pursuant to the terms and subject to the conditions therein, in order to be able to
restore its position as the owner of all of the issued and outstanding Common Stock of the Bank;



     WHEREAS, pursuant to the Tranche B Stock Purchase Agreement (as defined below) of even date
herewith, BNP Paribas wishes to increase its total participation in the Bank to 739,545 shares of
common stock representing 17.83% of the share capital of the Bank, by the purchase from BancWest of
254,132 shares of common stock (the Tranche B Minority Shares, as defined below);



     WHEREAS, this purchase of the Tranche B Minority Shares is made in connection with the
acquisition by BancWest of Community First Bankshares, Inc., in 2004 ( for the purposes of this
acquisition, BancWest borrowed $590 million on an interim basis from the New York branch of BNP
Paribas and in order to refinance the interim loan by establishing a long term financing structure,
BancWest has agreed to sell to BNP Paribas, and BNP Paribas has agreed to purchase from BancWest,
the Tranche B Minority Shares at the Tranche B Original Purchase Price (as defined below), pursuant
to the Tranche B Stock Purchase Agreement (as defined



 









 




below)), the proceeds of the sale of the Tranche B Minority Shares being intended for the
repayment of the $590 million outstanding principal balance of the interim debt;




     WHEREAS, in anticipation of the acquisition of the Tranche B Minority Shares, BNP Paribas and
BancWest would like to adopt the rules previously defined under the Original Stockholders’
Agreement and, in particular, secure BancWest’s right to restore its position as the owner of all
of the issued and outstanding Common Stock of the Bank by granting BancWest a right to repurchase
the Tranche B Minority Shares (the “Tranche B Call Option”) pursuant to the terms and subject to
the conditions herein;



     WHEREAS, BancWest and BNP Paribas desire to amend and replace the Original Stockholders’
Agreement with this Agreement such that both the Tranche A Minority Shares and the Tranche B
Minority Shares shall be governed by a single agreement, in particular with respect to the Tranche
A and Tranche B Call Options (together the “Call Options”);



     WHEREAS, however, BancWest and BNP Paribas intend to preserve the economic terms of the
Original Stockholders’ Agreement currently applicable to the Tranche A Minority Shares;



     NOW THEREFORE, in consideration of the representations and warranties contained in this
Agreement, and other good and valuable consideration, the receipt, adequacy and sufficiency of
which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as
follows:



ARTICLE I




DEFINITIONS




     1.1 Defined Terms. Unless the context otherwise requires, the terms defined in this
Article I shall, for the purposes of this Agreement, have the meanings specified herein.



     An “Acceleration Event” shall be deemed to occur if (i) BNP Paribas and its Affiliates cease
to own directly or indirectly securities representing at least 80% of the voting power of BancWest,
or (ii) a Dilution Event (as defined below) occurs, or (iii) a transaction is approved by the
Bank’s board of directors which would cause the Bank to cease to join in filing consolidated tax
returns with BancWest, or (iv) as a result of any new law, rule or regulation, or any modification,
or as a result of the construction of any law, rule or regulation by a relevant authority, whether
such law, rule, regulation or authority be French, United States, European, foreign, state,
provincial or local, it becomes illegal or impractical for the parties hereto to maintain their
participation in this Agreement, or (v) the parties reasonably agree, after good faith discussions,
that there has been a change in applicable law, rules or regulations (or judicial, administrative
or regulatory interpretation thereof) that, in the good faith judgment of the parties, is
reasonably likely to adversely impact the economic benefits of the transactions contemplated by
this Agreement to either party.



     “Affiliate” as applied to any person means any other person directly or indirectly
controlling, controlled by, or under common control with that person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling”,
“controlled by”, and “under common control with”), as applied to any person, means the possession,
directly

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or indirectly, of the power to direct or cause the direction of the management and
policies of that person, whether through the ownership of voting securities or by contract or
otherwise.




     “Business Day” means any day other than a Saturday, Sunday or one on which banks are
authorized or required by law to close in New York, New York, San Francisco, California, Honolulu,
Hawaii or Paris, France.



     “Closing” shall have the meaning set forth in Section 3.4(b).



     “Closing Date” means the date on which a Closing takes place.



     “Dilution Event” means (i) an event causing the aggregate of the Tranche A and Tranche B
Minority Shares owned by BNP Paribas to represent less than 10% of the voting power of the Bank’s
outstanding securities entitled to vote in the election of directors of the Bank or (ii) if, at the
time of the Dilution Event, BNP Paribas only owns the Tranche B Minority Shares, an event causing
the Tranche B Minority Shares owned by BNP Paribas to represent less than 5% of the voting power of
the Bank’s outstanding securities entitled to vote in the election of directors of the Bank.



     “Distribution” means any dividend or other distribution paid by the Bank on all or any part of
the Common Stock, whether paid in cash or property or for other consideration (with the amount of
such dividend or distribution which is paid in a form other than cash being determined for purposes
of this Agreement to be the fair value thereof as determined in good faith by the Board of
Directors of the Bank); provided, however that “Distribution” shall not include a
pro rata dividend or distribution of shares of the Common Stock or other pro rata adjustment that
is subject to Section 6.2, or any amount received as consideration for the purchase, redemption, or
other acquisition of shares of Common Stock by the Bank.



     “Future Value” of any payment means the amount of such payment, together with interest on such
payment, from the date of payment to the date for which such Future Value is being computed, at a
rate equal to the Tranche A Interest Rate or Tranche B Interest Rate, as applicable (as defined
below), compounded quarterly on March 31, June 30, September 30 and December 31 of each year and
calculated on the basis of a 365 day year and the number of days actually elapsed following the
date of payment.



     “Injunction” means any judgment, order, injunction, ruling or decree by a court or other
governmental authority of competent jurisdiction.



     “Lien” means any lien, pledge, mortgage, security interest, charge, escrow, right of first
refusal, encumbrance, or other claim of any kind or character.



     The following terms are defined in Exhibit A hereto and shall have the respective meanings
specified therein, such that the Tranche A Definitions are applicable for purposes of the Tranche A
Call Option and the Tranche B Definitions are applicable for purposes of the Tranche B Call Option.




“Final Call Exercise Notice Date”

“Final Put Exercise Notice Date”


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“Interest Rate”

“Minority Shares”

“Ordinary Call Exercise Closing Date”

“Ordinary Call Exercise Notice Periods”

“Original Purchase Price”

“Original Transaction Date”

“Stock Purchase Agreement”




     1.2 Headings. The headings and subheadings in this Agreement are included for convenience
and identification only and are in no way intended to describe, interpret, define or limit the
scope, extent or intent of this Agreement or any provision hereof.



ARTICLE II




DISTRIBUTIONS




     2.1 Distribution Policy. Each of BNP Paribas and BancWest, as the owner of a portion of
the Common Stock, shall be free to exercise the full extent of its voting rights as it deems
appropriate in its sole discretion under applicable state law and the Bank’s bylaws and articles of
incorporation. Separate from the election of directors of the Bank and all other voting powers
with respect to the Common Stock, each of BNP Paribas and BancWest may request the Board of
Directors of the Bank to declare dividends and to cause the Bank to make Distributions on the
Common Stock out of available earnings. Notwithstanding the foregoing, it is expressly understood
and agreed by the parties hereto that the declaration and payment by the Bank of dividends and
other Distributions on the Common Stock is within the sole discretion of the Bank’s Board of
Directors, and nothing in this Agreement shall give the parties any rights or claims against the
Bank or any member of the Board of Directors of the Bank regarding the declaration or payment of
dividends or other Distributions on the Common Stock (or any determination not to declare and pay
dividends or other Distributions).



     2.2 Limitations on Distributions. Notwithstanding anything to the contrary stated in this
Article II, neither BNP Paribas nor BancWest shall take any action, or cause or request any member
of the Board of Directors of the Bank to take any action, that would result in the Bank declaring,
making or paying a Distribution to the extent such Distribution would violate Sections 640
et seq. of the California Financial Code (or any successor provision), the Federal
Deposit Insurance Act, the rules, regulations, policies or other requirements of the Federal
Deposit Insurance Corporation, the Federal Reserve Board or the California Department of Financial
Institutions or any other applicable foreign, federal, state or local laws, rules, regulations,
policies or Injunctions or would result in the Bank or any other banking subsidiary of BancWest no longer being “well capitalized” under the rules,
regulations and policies of the United States federal banking authorities.

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ARTICLE III




CALL OPTIONS




     For purposes of this Article, all computations, terms and conditions shall be computed,
measured, complied with and generally observed in the case of the Tranche A Call Option, with
reference to the Tranche A Definitions, and in the case of the Tranche B Call Option, with
reference to the Tranche B Definitions.



     3.1 Call Option. Upon the terms and subject to the conditions set forth in this Agreement,
BancWest shall have the unconditional right (the “Call Right”) to purchase from BNP Paribas all or
a portion of the Minority Shares on the Closing Date (as defined below) at an aggregate price (the
“Call Price”) for such number of Minority Shares to be purchased equal to the product of (a) the
total of (i) Original Purchase Price plus (ii) the Interest Rate times the Original Purchase Price
accruing from the Original Transaction Date to the Closing Date (compounded quarterly, on March 31,
June 30, September 30 and December 31 of each year and calculated on the basis of a 365 day year
and the number of days actually elapsed since the Original Transaction Date) minus (iii) the
aggregate amount of the Future Value as of the Closing Date of all Distributions paid on the
Minority Shares from the Original Transaction Date to the Closing Date (provided, that any
Distribution with a record date prior to the Closing Date but not yet paid by the Closing Date
shall be treated as if it was paid on the Closing Date), plus (iv) $5,000,000, multiplied by (b)
the quotient of (i) the number of Minority Shares that BancWest is purchasing on such Closing Date
divided by (ii) the total number of Minority Shares subject to the Agreement on the date hereof.
To the extent BancWest exercises the Call Right with respect to less than all of the Minority
Shares, it may exercise the Call Right on one or more future occasions in accordance with the terms
of this Agreement (except to the extent BNP Paribas previously has exercised its Put Right (as
defined below)). Appropriate adjustments to this formula using similar terms and conditions shall
be made by the parties if any of the Minority Shares are redeemed while Minority Shares are still
held by BNP Paribas.



     3.2 Failure to Exercise Call Right. In the event that (A) BancWest does not exercise its
Call Right with respect to all of the Minority Shares pursuant to the delivery to BNP Paribas of
one or more Call Exercise Notices (as defined below) on or before Final Call Exercise Notice Date,
or (B) an event described in clauses (i), (ii), (iii) or (iv) of the definition of Acceleration
Event occurs and is continuing or the parties hereto reach an agreement described in clause (v) of
the definition of Acceleration Event and BancWest does not exercise its Call Right with respect to
all of the Minority Shares pursuant to the delivery to BNP Paribas of a Call Exercise Notice on or
before the 90th day following such event or agreement, then commencing 30 days after the
last day on which BancWest could have exercised its Call Right, BNP Paribas shall have the
unconditional right (the “Put Right”) to require BancWest to purchase all of the Minority Shares
then owned by BNP Paribas at an aggregate price (the “Put Price”) for such number of Minority Shares to be purchased equal to the
product of (a) the total of (i) Original Purchase Price plus (ii) the Interest Rate times the
Original Purchase Price accruing from the Original Transaction Date to the Closing Date (compounded
quarterly on March 31, June 30, September 30 and December 31 of each year and calculated on the
basis of a 365 day year and the number of days actually elapsed since the Original Transaction
Date) minus (iii) the aggregate amount of the Future


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Value as of the Closing Date of all
Distributions paid on the Minority Shares from the Original Transaction Date to the Closing Date
(provided, that any Distribution with a record date prior to the Closing Date but not yet paid by
the Closing Date shall be treated as if it was paid on the Closing Date), plus (iv) $50,000,000,
multiplied by (b) the quotient of (i) the number of Minority Shares that BNP Paribas has required
BancWest to purchase on such Closing Date divided by (ii) the total number of Minority Shares
subject to the Agreement on the date hereof. Appropriate adjustments to this formula using similar
terms and conditions shall be made by the parties if any of the Minority Shares are redeemed while
Minority Shares are still held by BNP Paribas. BNP Paribas may give notice to BancWest of its
intention to exercise its Put Right (“Put Exercise Notice”) beginning at the time such Put Right
shall arise and at the latest 30 days after such time (but in no event later than Final Put
Exercise Notice Date).




     3.3 Call Exercise Notice. BancWest may exercise its Call Right by giving a notice (a
“Call Exercise Notice”) to BNP Paribas of its intention to exercise the Call Right in whole or,
from time to time, in part:



          (a) at any time during the Ordinary Call Exercise Notice Periods; and/or




          (b) on the occurrence of an event described in clause (i), (ii), (iii) or (iv) of the
definition of Acceleration Event that is continuing, or the parties hereto reach an agreement
described in clause (v) of the definition of Acceleration Event, at any time from and after such
event or agreement to and including the 90th day following such event or agreement (but
in no event later than the Final Call Exercise Notice Date).




Each Call Exercise Notice shall specify the number of Minority Shares to be purchased.




     3.4 Purchase, Closing.



          (a) In consideration of the sale of the Minority Shares pursuant to Section 3.1 or 3.2, at
the Closing, BancWest shall pay BNP Paribas the following (such amount at such Closing, the
“Purchase Price”): (A) the Call Price, in the event BancWest shall have exercised its Call Right,
or (B) the Put Price, in the event BNP Paribas shall have exercised its Put Right.




          (b) Subject to satisfaction or waiver of the conditions precedent contained in this Article
III, the closing (the “Closing,”) with respect to a particular purchase and sale of the Minority
Shares pursuant to Section 3.1 or 3.2 shall take place at 10:00 a.m., San Francisco, California
time at the offices of the Bank at 180 Montgomery Street, San Francisco, California on the
following Closing Date: (i) if BancWest has delivered a Call Exercise Notice pursuant to Section
3.3(a), the Ordinary Call Exercise Closing Date, or (ii) if BancWest has delivered a Call Exercise
Notice pursuant to Section 3.3(b) or BNP Paribas has delivered a Put Exercise Notice, the tenth
Business Day following delivery of such Call Exercise Notice or Put Exercise Notice. BNP Paribas shall designate an account or accounts to which BancWest shall wire the Call Price
or the Put Price, as the case may be, in accordance with Section 3.7 (including the amount to be
wired to each such account) within five Business Days of receipt of the Call Exercise Notice or
delivery of the Put Exercise Notice.




     3.5 Conditions to BancWest’s Purchase of the Minority Shares. The purchase of any or all
of the Minority Shares by BancWest pursuant to this Article III is subject to the satisfaction of


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the following conditions at or prior to the Closing of such purchase, unless waived by BancWest in
its sole discretion:




          (a) BNP Paribas shall have delivered to BancWest each of the documents required to be
delivered by it at or prior to such Closing pursuant to this Article III; and




          (b) No Injunction shall have been issued and remain in effect restraining or prohibiting the
performance of this Agreement or the consummation of any of the transactions contemplated herein,
and the parties hereto shall have received all necessary regulatory approvals and consents, if any,
for the consummation of the transactions contemplated herein, and any applicable waiting periods
shall have expired or been terminated.




     3.6 Conditions to BNP Paribas’ Sale of the Minority Shares. The sale of any or all of the
Minority Shares by BNP Paribas pursuant to this Article III is subject to the satisfaction of the
following conditions at or prior to the Closing of such sale, unless waived by BNP Paribas in its
sole discretion:



          (a) BancWest shall have delivered to BNP Paribas each of the documents required to be
delivered by it at or prior to such Closing pursuant to this Article III;




          (b) BancWest shall have paid the Purchase Price in respect of the Minority Shares to be
transferred as provided herein to the account or accounts designated by BNP Paribas; and




          (c) No Injunction shall have been issued by any court or governmental body and remain in
effect restraining or prohibiting the performance of this Agreement or the consummation of any of
the transactions contemplated herein, and the parties hereto shall have received all necessary
regulatory approvals and consents, if any, for the consummation of the transactions contemplated
herein, and any applicable waiting periods shall have expired or been terminated.




     3.7 Delivery and Payment. At each Closing:



          (a) BNP Paribas shall deliver to BancWest (i) certificates for the appropriate number of
Minority Shares duly endorsed in blank or accompanied by appropriate stock powers, in either case
signed exactly as the name of the registered holder appears on the certificates, with the
signatures on such certificates or stock powers guaranteed by a financial institution that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, and (ii) all
certificates and other instruments or documents contemplated under this Article III to be delivered
by BNP Paribas and BancWest at or prior to the Closing shall have been delivered. For the
avoidance of doubt, title to the Minority Shares shall not pass from BNP Paribas to BancWest until
the completion of the Closing.




          (b) BancWest shall pay the Purchase Price with respect to the Minority Shares transferred on a
particular Closing Date to BNP Paribas by wire transfer of immediately available funds in United
States dollars to the account or accounts previously designated by BNP Paribas.



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     3.8 Further Assurances. At and after each Closing, BNP Paribas will cause its officers to
execute and deliver, in the name and on behalf of BNP Paribas, any deeds, bills of sale,
assignments or assurances, letters of transmittal, stock powers, guarantees or other documents
reasonably requested by BancWest and in such form as BNP Paribas shall reasonably agree (such
agreement not to be unreasonably withheld or delayed) in order to effect the delivery of the
Minority Shares to, and the vesting of title thereto in, BancWest.



     3.9 Specific Performance. Each of BancWest and BNP Paribas agrees that the right and
obligation of BancWest to purchase the Minority Shares, and the right and obligation of BNP Paribas
to transfer the Minority Shares to BancWest, pursuant to this Article III shall (subject to
applicable law) be subject to specific performance, that the options described in Sections 3.1 and
3.2 may be settled only by physical delivery of certificates representing the Minority Shares and,
for the avoidance of doubt, that BNP Paribas shall not be entitled to satisfy its obligations, or
exercise its rights, under this Agreement by paying BancWest the excess of the value of the
Minority Shares over the Purchase Price. Both BancWest and BNP Paribas acknowledge and agree that
damages shall not be an adequate remedy for breach of BNP Paribas’ obligation to transfer the
Minority Shares to BancWest pursuant to Section 3.1 or BancWest’s obligation to purchase the
Minority Shares from BNP Paribas pursuant to Section 3.2. Accordingly, except as provided in
Section 6.9 hereof, during the term of this agreement, BNP Paribas shall not transfer the Minority
Shares without the prior consent of BancWest.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     For purposes of this Article, where appropriate, representations and warranties relating to
the Tranche A Minority Shares and the Tranche A Call Option shall be made with reference to the
Tranche A Definitions, and representations and warranties relating to the Tranche B Minority Shares
and the Tranche B Call Option shall be made with reference to the Tranche B Definitions.



     4.1 Representations and Warranties of BNP Paribas. BNP Paribas represents and warrants to BancWest as follows:



          (a) BNP Paribas is a société anonyme duly organized and validly existing under the laws of
the Republic of France and has all requisite corporate power and authority to enter into this
Agreement and to be bound by and carry out the transactions contemplated herein;




          (b) this Agreement has been duly authorized, executed and delivered by BNP Paribas and
constitutes the legal, valid and binding obligation of BNP Paribas, enforceable against it in
accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from
time to time in effect and to general principles of equity);




          (c) neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein will: (i) conflict with, result in any violation of, require any
consent under, or constitute a default (whether with notice or lapse of time or both) under, BNP
Paribas’ constituent documents or any mortgage, bond, indenture, agreement, instrument or



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obligation to which BNP Paribas is a party or by which BNP Paribas or the Minority Shares are bound
or subject; (ii) violate any Injunction that is binding on BNP Paribas; (iii) constitute a
violation by BNP Paribas of any law, rule or regulation of any jurisdiction; or (iv) result in any
obligation on the part of BancWest or any other person or entity to purchase any other securities
(other than the Minority Shares);




          (d) at each Closing, BNP Paribas shall own, hold of record and have sole voting and
dispositive power with respect to the Minority Shares to be transferred and shall have good and
marketable title to such shares, free and clear of any Liens, except for the restrictions set forth
in this Agreement; and




          (e) no consent, approval, waiver, order or authorization of, or registration, declaration or
filing with, any governmental authority or other person is required (other than those previously
obtained) in connection with the execution and delivery of this Agreement by BNP Paribas or the
consummation by BNP Paribas of the transactions contemplated herein.




     4.2 Representations and Warranties of BancWest. BancWest represents and warrants to BNP
Paribas as follows:



          (a) BancWest is a corporation duly organized and validly existing under the laws of the State
of Delaware and has all requisite corporate power and authority to enter into this Agreement and to
be bound by and carry out the transactions contemplated herein;




          (b) this Agreement has been duly authorized, executed and delivered by BancWest and
constitutes the legal, valid and binding obligation of BancWest, enforceable against it in
accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from
time to time in effect and to general principles of equity);




          (c) neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein will: (i) conflict with, result in any violation of, require
any consent under, or constitute a default (whether with notice or lapse of time or both)
under, BancWest’s certificate of incorporation or bylaws or any mortgage, bond, indenture,
agreement, instrument or obligation to which BancWest is a party or by which BancWest or the
Minority Shares are bound or subject; (ii) violate any Injunction, that is binding on BancWest; or
(iii) constitute a violation by BancWest of any law, rule or regulation of any jurisdiction; and




          (d) no consent, approval, waiver, order or authorization of, or registration, declaration or
filing with, any governmental authority or other person is required (other than those previously
obtained) in connection with the execution and delivery of this Agreement by BancWest or the
consummation by BancWest of the transactions contemplated herein.



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ARTICLE V




CONDITIONS PRECEDENT




     For purposes of this Article, the satisfaction of the conditions precedent shall be determined
in the case of the Tranche A Call Option, with reference to the Tranche A Definitions, and in the
case of the Tranche B Call Option, with reference to the Tranche B Definitions.



     5.1 Conditions to the Parties’ Obligations Under this Agreement. The respective
rights and obligations of each of the parties under this Agreement and the other transactions
contemplated hereby shall be subject to the execution of the Stock Purchase Agreement between the
parties and the closing of the transactions contemplated thereunder, including the sale of the
Minority Shares by BancWest to BNP Paribas and the purchase of the Minority Shares from BancWest by
BNP Paribas.



ARTICLE VI




MISCELLANEOUS




     For purposes of this Article, where appropriate, covenants and agreements relating to the
Tranche A Minority Shares and the Tranche A Call Option shall be made with reference to the Tranche
A Definitions, and covenants and agreements relating to the Tranche B Minority Shares and the
Tranche B Call Option shall be made with reference to the Tranche B Definitions.



     6.1 Entire Agreement. This Agreement and the Stock Purchase Agreement set forth the entire
agreement between the parties hereto with respect to the transactions contemplated herein and
supersede all prior agreements or understandings among the parties with respect to the subject
hereof. Specifically, the parties agree that this Agreement shall serve as a complete amendment
and restatement of and replacement for the Original Stockholders’ Agreement.



     6.2 Adjustment; Antidilution. In the event that the outstanding number of shares of Common Stock changes or shares of a
different class are issued by the Bank, as a result of a stock split, reverse stock split, stock
dividend, subdivision, reclassification, combination, exchange, recapitalization, merger or other
similar transaction during the term of this Agreement, the term “Common Stock,” shall refer to all
of the shares of Common Stock, or to the other applicable securities, as appropriate, and the
amount of cash received or receivable as a result of the ownership of such Common Stock, or other
applicable securities, as the case may be, at any time after the date hereof, and any other number,
amount or price that is based upon the number of shares of such Common Stock, or other applicable
securities, as of the date hereof shall be appropriately adjusted.



     6.3 Notices. All notices, requests and other communications to any party hereunder shall
be in writing and sufficient if delivered personally or sent by telecopy (with confirmation of
receipt), by overnight delivery or courier service, or by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:



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	 	If to BNP Paribas:
	 
	 	 
	

	 	BNP Paribas
	

	 	3 rue d’Antin
	

	 	75009 Paris, FRANCE
	

	 	Telecopy: + 33 1 40 14 93 96
	

	 	Attention: M. Philippe Bordenave
	 
	 	 
	

	 	If to BancWest:
	 
	 	 
	

	 	BancWest Corporation
	

	 	180 Montgomery Street, 25th Floor
	

	 	San Francisco, CA 94104
	

	 	Telecopy: (415) 834-9432
	

	 	Attention: General Counsel and Secretary





or to such other address or telecopy number as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith.




     6.4 Counterparts. This Agreement may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such counterparts together
shall constitute one agreement.



     6.5 Survival. Unless otherwise expressly provided herein, all representations and
warranties, agreements and covenants contained in this Agreement, or in any document delivered
pursuant to this Agreement or in connection with this Agreement, shall survive the Closings and shall remain in full force and
effect.



     6.6 Expenses. Each of the parties hereto shall bear its own costs and expenses in
connection with the negotiation, execution and delivery of this Agreement and the consummation of
the transactions contemplated herein. BancWest shall pay any and all stamp and other documentary
taxes payable or deemed to be payable in connection with the transfer of the Minority Shares and
agrees to hold BNP Paribas harmless from and against all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes.



     6.7 Benefits of Agreement and Successors. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement is for the sole benefit of the parties and not for the
benefit of any third party; provided, however, that the provisions of the last sentence of Section
2.1 and the provisions of Section 2.2 hereof shall inure to the benefit of and be enforceable by
the Bank and the members of the Board of Directors of the Bank.



     6.8 Amendments and Waivers. No modification, amendment, or waiver of any provision of, or
consent required by, this Agreement, nor any consent to any departure herefrom, shall be effective
unless it is in writing and signed by the parties hereto; provided, however, that the parties may
at any time renegotiate the terms of this Agreement. Any such renegotiation,


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modification,
amendment, waiver or consent shall be effective only in the specific instance and for the purpose
for which given.




     6.9 Assignment; Transfer of Shares. Except as set forth in this Section 6.9, this
Agreement and the rights and obligations hereunder shall not be assignable or transferable by any
party hereto without the prior written consent of the other party. BancWest may transfer its
rights under Article III to any party, whether or not a direct or indirect subsidiary of BNP
Paribas, or otherwise related to BancWest, so long as BancWest provides prior written notice of
such transfers to BNP Paribas. No such transfer shall relieve BancWest of its obligations under
this Agreement. BNP Paribas may transfer all or any of the Minority Shares to any of its
Affiliates so long as BNP Paribas provides prior written notice of such transfers to BancWest and
each such transferee agrees, in a writing addressed and delivered to BancWest prior to such
transfer, to comply with the terms and conditions of this Agreement with respect to the shares
transferred to it. No such transfer shall relieve BNP Paribas of its obligations under this
Agreement.



     6.10 Enforceability. It is the desire and intent of the parties hereto that the provisions
of this Agreement shall be enforced to the fullest extent permissible under the laws and public
policies applied in the jurisdiction in which enforcement is sought. Accordingly, if any provision
of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to
delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to
apply only with respect to the operation of such provision in the particular jurisdiction in which
such adjudication is made.



     6.11 Governing Law. The Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be performed entirely in such
state.



     6.12 Consent to Jurisdiction, Waiver of Jury Trial. Each of the parties hereto hereby
irrevocably and unconditionally consents to the jurisdiction of any federal or state court of New
York sitting in New York City and irrevocably agrees that all actions or proceedings arising out of
or relating to this Agreement or the transactions contemplated herein shall be litigated
exclusively in such courts. Each of BancWest and BNP Paribas agrees not to commence any legal
proceeding related hereto except in such court. Each of BancWest and BNP Paribas irrevocably
waives any objection which it may now or hereafter have to the laying of the venue of any such
proceeding in any such court and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceedings bought in any
such court has been brought in an inconvenient forum. Each of BancWest and BNP Paribas irrevocably
waives any right it may have to a trial by jury in any such action, suit or proceeding.



     6.13 Legal Holidays. In the event that any event, action or occurrence set forth herein
would otherwise be on a date that is not a Business Day, then the date of such event, action or
occurrence for purposes of this Agreement shall be the next succeeding Business Day.



* * *



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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed
and delivered as of the date first set forth above.


	 	 	 	 	 
	 	BNP PARIBAS S.A.

 	 
	 	By:  	/s/ Javier Gonzalez
 	 
	 	 	Name:  	Javier Gonzalez 	 
	 	 	Title:  	Gestion Financiere 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                            /s/ Francois Demon
 	 
	 	 	Name:  	Francois Demon 	 
	 	 	Title:  	Head of Financial Management 	 
	 



	 	 	 	 	 
	 	BANCWEST CORPORATION

 	 
	 	By:  	/s/ Douglas C. Grigsby
 	 
	 	 	Name:  	Douglas C. Grigsby 	 
	 	 	Title:  	Executive Vice President, Chief Financial Officer and Treasurer 	 
	 



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EXHIBIT A




DEFINITIONS FOR INDIVIDUAL TRANCHES




	 	 	 	 	 	 	 	 	 
	 
	 	DEFINITIONS	 	 	TRANCHE A	 	 	TRANCHE B	 
	 	“Final Call Exercise
Notice Date”

	 	 	December 22, 2011
	 	 	May 28, 2014	 
	 	“Final Put Exercise
Notice Date”

	 	 	February 22, 2012
	 	 	July 28, 2014	 
	 	“Interest Rate”

	 	 	4.39% per annum
	 	 	4.95% per annum	 
	 	“Minority Shares”

	 	 	485,413 Shares of
Common Stock of Bank
of the West
	 	 	254,132 Shares of
Common Stock of Bank
of the West	 
	 	“Ordinary Call Exercise
Closing Date”

	 	 	Sixteen (16)
calendar days
following the last
day of the Ordinary
Call Exercise Notice
Period during which
BancWest delivered
the Call Exercise
Notice.
	 	 	Sixteen (16)
calendar days
following the last
day of the Ordinary
Call Exercise Notice
Period during which
BancWest delivered
the Call Exercise
Notice.	 
	 	“Ordinary Call Exercise
Notice Periods”

	 	 	Any time from and
including November
23 to and including
December 22 of each
year from and
including 2004 to
and including 2011.
	 	 	Any time from and
including April 29
to and including May
28 of each year from
and including 2007
to and including
2014.	 
	 	“Original Purchase Price”

	 	 	$800 Million which
is the fair value of
the Minority Shares
	 	 	$590 Million which
is the fair value of
the Minority Shares	 
	 	“Original Transaction
Date”

	 	 	November 22, 2002
	 	 	April 28, 2005	 
	 	“Stock Purchase Agreement”

	 	 	That Stock Purchase
Agreement between
BNP Paribas and
BancWest dated as of
November 20, 2002
	 	 	That Stock Purchase
Agreement between
BNP Paribas and
BancWest dated as of
April 28, 2005	 
	 





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