1. This is a securities class action on behalf of all purchasers of First Security Corporation ("First Security" or the "Company") common stock between October 18, 1999 and March 2, 2000 (the "Class Period"), against First Security and certain of its officers and directors for violations of the Securities Exchange Act of 1934 (the "1934 Act").

2. First Security and Zions Bancorporation ("Zions") are regional bank holding companies offering full service banking services, including investment, mortgage and insurance services, in the intermountain west. On June 6, 1999, First Security and Zions jointly announced a merger in which First Security shareholders would receive 0.442 shares of Zions stock for each of their First Security shares. This was a positive event for First Security, causing its stock price to increase 31% to $24-3/8. The merger was scheduled to close in the fourth quarter of 1999.

3. In October 1999, First Security began experiencing problems in its indirect auto and consumer loan portfolio as it conformed its practices to those of Zions. As a result, defendants knew that First Security would need to make write-offs to account for these problems and that rising interest rates would constrain 2000 earnings. However, the top officers of First Security knew that such an adverse announcement with a merger pending would likely kill the deal. These officers were expecting to benefit personally from the merger and were determined to conceal these adverse developments until after the merger. Thus, in late October 1999, First Security announced its results for the third quarter ended September 30, 1999, including that its net income of $0.33 included $0.04 of non-recurring charges, implying that operating earnings were actually $0.37 per share, a slight increase from the prior year. On December 23, 1999, Zions announced it would have to restate its results for the past two years due to improper accounting for past acquisitions. As a result, the merger was delayed to March 2000. Due to this delay, First Security could not put off the inevitable and announced its problems with its loan portfolio.

4. Thus, on March 3, 2000, First Security admitted that its first quarter 2000 results would be much lower than previously forecast due to a decline in its mortgage banking business, simultaneously announcing the significant charge-offs of indirect auto and consumer loans due to a systems problem which had occurred not recently, but in October of the prior year, which would adversely affect its first quarter results.

5. On these shocking disclosures, First Security's stock price declined to as low as $10-3/4 per share from $22-1/2 in its most recent trading session. Zions later asserted that First Security's press release announcing the Company's fourth quarter 1999 results had omitted to disclose that First Security's operating earnings had been increased by non-recurring items.

6. As a result of the defendants' false statements, First Security's stock price traded at inflated levels during the Class Period, trading at as high as $31 per share in December 1999. Due to First Security's belated disclosure, shareholders of Zions ultimately voted not to approve the merger with First Security. On April 10, 2000, First Security announced an agreement to be acquired by Wells Fargo Company in a deal which would value First Security at $15.50 per share. First Security currently trades at less than $14 per share.

JURISDICTION AND VENUE

7. Jurisdiction is conferred by §27 of the 1934 Act. The claims asserted herein arise under §§10(b) and 20(a) of the 1934 Act and Rule 10b-5.

8. Venue is proper in this District pursuant to §27 of the 1934 Act. Many of the false and misleading statements were made in or issued from this District. The Company's principal executive offices are in Salt Lake City, Utah where the day-to-day operations of the Company are directed and managed.

THE PARTIES

9. Plaintiff Harvey Anderson purchased First Security common stock as described in the attached certification and was damaged thereby.

10. Defendant First Security is a bank holding company that provides a full range of financial services to individual and business customers through its bank and non-bank subsidiaries. At December 31, 1998, First Security banks operated 322 full service domestic bank offices in Utah, Idaho, Oregon, Wyoming, New Mexico, Nevada, and California. Non-bank subsidiaries include a residential mortgage loan company, a leasing company, two insurance subsidiaries, an investment management company, a full-service retail securities broker/dealer, a "Section 20" full-service securities broker/dealer, a bankcard transaction processing company, an information technology subsidiary, and a small business investment corporation. First Security has five business segments: community banking services, retail lending services, business banking services, finance and capital markets, and parent and other.

11. (a) Defendant Spencer F. Eccles ("Eccles") was Chairman and Chief Executive Officer of First Security.

    (b) Defendant Morgan J. Evans ("Evans") was President and Chief Operating Officer of First Security.

    (c) Defendant Brad D. Hardy ("Hardy") was Vice President-Corporate Services, General Counsel and Chief Financial Officer of the Company.

12. The individuals named as defendants in ¶11(a)-(c) are referred to herein as the "Individual Defendants." The Individual Defendants, because of their positions with the Company, possessed the power and authority to control the contents of First Security's quarterly reports, press releases and presentations to securities analysts, money and portfolio managers and institutional investors, i.e., the market. Each defendant was provided with copies of the Company's reports and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or cause them to be corrected. Because of their positions and access to material non-public information available to them but not to the public, each of these defendants knew that the adverse facts specified herein had not been disclosed to and were being concealed from the public and that the positive representations which were being made were then materially false and misleading. The Individual Defendants are liable for the false statements pleaded herein at ¶¶18-19 and 23, as those statements were each "group-published" information, the result of the collective action of the Individual Defendants.

SCIENTER

13. In addition to the above-described involvement, each Individual Defendant had knowledge of First Security's problems and was motivated to conceal such problems. Eccles was CEO and Chairman and had principal responsibility for communicating with the markets, and was provided information weekly as to loan generation, write-offs and expected earnings. A January 2, 2000 article in the Salt Lake Tribune highlighted the benefits Eccles hoped to receive from the merger with Zions:

The deal also was structured in a way that would make forcing out Eccles difficult and perhaps impossible before he retires as co-CEO in May 2002 and chairman in 2004. He also was given a slew of sweeteners.

To start, Eccles is guaranteed the same salary and bonus as Simmons. Eccles also will receive the same stock options as Simmons. And he will receive an option to buy 60,000 shares once the merger is completed.

When Eccles retires as co-CEO and becomes chairman, he will receive $800,000 a year in retirement benefits. He also will receive a bonus of $1.5 million when he resigns as chairman upon turning 70. His annual retirement benefit will then increase to $1 million a year, less any money he receives from the bank's standard pension plan.

He also can participate in the medical and dental plan. The only perk missing is free checking.

The expenses are relatively minor in a deal valued at close to $6 billion. Still, industry analysts say Eccles' compensation package exceeds the average for a banking merger or acquisition of this size.

14. Hardy, as Chief Financial Officer, was responsible for generating external financials and also for providing weekly and monthly information on the finances of First Security to other members of management.

FRAUDULENT SCHEME AND COURSE OF BUSINESS

15. Each defendant is liable for (i) making false statements, or (ii) failing to disclose adverse facts known to him about First Security, or (iii) participating in a fraudulent scheme. Defendants' fraudulent scheme and course of business that operated as a fraud or deceit on purchasers of First Security stock was a success, as it (i) deceived the investing public regarding First Security's prospects and business; (ii) artificially inflated the price of First Security stock; and (iii) caused plaintiff and other members of the Class to purchase First Security common stock at inflated prices.

BACKGROUND TO THE CLASS PERIOD

16. First Security is a bank holding company that provides a full range of financial services to individual and business customers through its bank and non-bank subsidiaries. At December 31, 1998, First Security banks operated 322 full service domestic bank offices in Utah, Idaho, Oregon, Wyoming, New Mexico, Nevada, and California. Non-bank subsidiaries include a residential mortgage loan company, a leasing company, two insurance subsidiaries, an investment management company, a full-service retail securities broker/dealer, a "Section 20" full-service securities broker/dealer, a bankcard transaction processing company, an information technology subsidiary, and a small business investment corporation. First Security has five business segments: community banking services, retail lending services, business banking services, finance and capital markets, and parent and other. On June 6, 1999, First Security and Zions jointly announced a merger in which First Security shareholders would receive 0.442 shares of Zions stock for each of their First Security shares. This was a positive event for First Security, causing its stock price to increase 31% to $24-3/8. The merger was scheduled to close in the fourth quarter of 1999. By October 1999, defendants were having problems with a systems enhancement which made it difficult to bill and collect from many borrowers in the indirect auto and consumer loan areas. This inability would make it more difficult to collect and would increase charge-offs. Also, by this time, the officers knew that interest rates would be increasing which would adversely affect earnings in 2000.

17. Defendants were determined to conceal these adverse facts so that they could complete the merger prior to the problems being made public.

FALSE AND MISLEADING STATEMENTS

18. On October 18, 1999, First Security issued a press release announcing "record" third quarter 1999 results:

First Security Corporation (Nasdaq: FSCO) earned net income of $207.0 million for the first nine months of 1999, up $19.4 million or 10.4% from the corresponding 1998 period excluding one-time CSB acquisition charges of $7.2 million after tax. This net income generated earnings per share (EPS) diluted of $1.05 for year-to-date 1999, up $0.08 or 8.2% from the pre-charge year-ago period, and a 1.25% return on average assets (ROAA) and a 16.65% return on average equity (ROAE) for the year to date, compared with a 1.33% ROAA and a 16.75% ROAE for the pre-charge year-ago period. Tangible EPS diluted were $1.25, tangible ROAA was 1.52%, and tangible ROAE was 28.50% for the year to date, compared with $1.10, 1.53%, and 24.54%, respectively, for the pre-charge year-ago period.

* * *

Spencer F. Eccles, FSCO chairman and chief executive officer, said, "We are very pleased that First Security again achieved record quarterly earnings in the third quarter of 1999. Our strong quarter was due in part to a 15.5% growth in average earning assets and a 14.6% increase in noninterest income, which were achieved through the continued 110% efforts of our dedicated employees."

* * *

FSCO's reserve for loan losses was $174.4 million at September 30, 1999, essentially unchanged from year-end 1998 but up $5.4 million or 3.2% from one year ago. Based on its analysis of reserve adequacy, FSCO considered its reserve for loan losses at quarter end to be adequate to absorb estimated loan losses in the current loan portfolio. FSCO's coverage ratio of the reserve to nonaccruing loans was 354.57% at quarter end, down from 378.39% at year end and 410.48% one year ago. The ratio of the reserve to total loans was 1.26% at quarter end, up from 1.24% at year end but down from 1.31% one year ago.

Net loans charged off against the reserve were $47.6 million for year-to-date 1999, up $7.1 million or 17.6% from the year-ago period, and were $12.8 million for the third quarter of 1999, down $2.9 million or 18.4% from the year-ago quarter. The annualized ratio of net loans charged off to average loans was 0.47% for year-to-date 1999, compared with 0.44% for the year-ago period and 0.49% for all of 1998, and was 0.37% for the third quarter of 1999, down from 0.48% for the year-ago quarter. FSCO's provision for loan losses was $40.3 million for year-to-date 1999, down $8.8 million or 18.0% from the year-ago period, and was $12.8 million for the quarter, down $5.3 million or 29.3% from the year-ago quarter.

* * *

Zions Bancorporation and First Security Corporation Merger On September 17, 1999, FSCO filed its application with the Federal Reserve for its pending merger with Zions Bancorporation (Zions; Nasdaq: ZION). Mr. Eccles said, "Our merger of equals with Zions is proceeding appropriately and we anticipate a closing late in the fourth quarter of 1999, pending shareholder and regulatory approvals." The new organization will be known as First Security Corporation, headquartered in Salt Lake City, and is expected to be approximately the nation's 20th largest bank holding company with assets of approximately $40 billion.

19. On December 8, 1999, First Security and Zions jointly announced they had reached an agreement with the Department of Justice to divest selected branches in Utah and Idaho in order to gain regulatory approval for the merger:

Zions Bancorporation (Nasdaq: ZION) and First Security Corporation (Nasdaq: FSCO) announced today that they have reached an agreement with the Department of Justice (DOJ) to divest several branches in Utah and Idaho. In total, Zions and First Security will divest 68 branches (60 in Utah and eight in Idaho) with approximately $2.1 billion in deposits in connection with the pending merger of the two companies. The sale of certain branches is required by the DOJ in selected geographic areas to ensure the merger of First Security and Zions will not have any anti-competitive effect in any market that is served by the new First Security.

* * *

The DOJ has said it will advise the Federal Reserve Board that, contingent to divestiture of the branch offices and associated deposits and loans, the Department's Antitrust Division will not challenge the Zions/First Security merger. Subject to the approval of the Board of Governors of the Federal Reserve System, and shareholder approval, the transaction is expected to close prior to year-end 1999.

20. By December 22, 1999, First Security's stock was trading at $31 per share.

21. On December 23, 1999, Zions announced it would have to restate its results for the prior two years:

Zions Bancorporation (Nasdaq: ZION) announced that a determination by the staff of the Securities and Exchange Commission received today with respect to pooling-of-interests accounting treatment for certain of its prior acquisitions will require a delay in the shareholders' meetings for Zions and First Security Corporation (Nasdaq: FSCO), which had been scheduled for December 28. The SEC determination was received in response to an inquiry initiated by Zions' independent auditor, KPMG LLP, prompted by a recent review by KPMG of their analysis of pooling-of-interests accounting principles as applied to those Zions acquisitions. As a result of the SEC determination, Zions will restate its financial statements for 1996, 1997 and 1998 and the first three quarters of 1999 to account for those transactions under the purchase method. With the concurrence of KPMG, Zions had accounted for certain of its 1997 and 1998 acquisitions as poolings of interests. As a result of the recharacterization of these acquisitions as ''purchases,'' Zions expects to record approximately $500 million in purchase premium, resulting in estimated non-cash amortization of approximately $25 million annually. The precise amount of goodwill will depend upon valuations of the assets and liabilities of the acquired entities.

The restatement to purchase accounting does not affect Zions' operating revenues, cash flows, or the fundamental financial strength of Zions and does not change the economic value of the prior transactions to Zions. Rather, Zions will record an intangible asset, namely goodwill, and a corresponding increase in equity. The restatement will not affect the accounting for the First Security merger as a pooling.

"We deeply regret that the shareholders' meetings must be postponed", stated Harris H. Simmons, Chief Executive Officer of Zions. "We proceeded with the accounting for each merger, which involves highly complex and technical accounting rules, only after obtaining the advice and concurrence of KPMG, our independent auditor, that the pooling treatment was proper - a position that KPMG has reaffirmed in its subsequent audits. We are confident that the change in accounting treatment in no way reduces the benefits of the merger with First Security."

22. This announcement caused the merger to be delayed and also caused First Security's stock to decline to the $25 range, but First Security's stock continued to be inflated during the remainder of the Class Period due to defendants' false statements and concealment of First Security's problems.

23. On January 19, 2000, First Security announced its fourth quarter and year-end 1999 results:

First Security Corporation (Nasdaq: FSCO) earned record net income of $273.3 million for 1999, up $25.7 million or 10.4% from $247.7 million for 1998. This net income generated earnings per share (EPS) diluted of $1.38 for 1999, up $0.10 or 7.8% from $1.28 EPS for 1998, and a 1.22% return on average assets (ROAA) and a 16.18% return on average equity (ROAE) for the year, compared with a 1.28% ROAA and a 16.21% ROAE for 1998. Tangible EPS diluted were $1.63, tangible ROAA was 1.48%, and tangible ROAE was 27.70% for the year, compared with $1.47, 1.50%, and 24.07%, respectively, for 1998.

FSCO's net income was $66.3 million for the fourth quarter of 1999, down $1.0 million or 1.5% from the fourth quarter of 1998. This net income generated EPS diluted of $0.33 for the quarter, down $0.02 or 5.7% from the year-ago quarter, and a 1.13% ROAA and a 14.87% ROAE for the quarter, compared with a 1.31% ROAA and a 16.50% ROAE for the year-ago quarter. These decreases in net income and EPS were primarily due to merger related actions and expenses and certain non-recurring items which had a combined impact on EPS of approximately $0.04 during the quarter. Tangible EPS diluted were $0.38, tangible ROAA was 1.35%, and tangible ROAE was 25.46% for the fourth quarter, compared with $0.41, 1.56%, and 25.08%, respectively, for the year-ago quarter.

Spencer F. Eccles, FSCO chairman and chief executive officer, said, "First Security is pleased to report record earnings for 1999. First Security has been very busy in the second half of the year preparing for our merger of equals with Zions Bancorporation, and we are proud that through the hard work of our committed employees we achieved record earnings for the year driven by a 14.9% growth in average earning assets and a 12.3% increase in noninterest income during the year."

24. The release indicated First Security had fourth quarter net income of $0.33 per share after merger charges of $0.04. In fact, analysts following the Company interpreted the Company's earnings as $0.37. A January 19, 2000 CS First Boston report stated:

First Security reported 4Q99 EPS of $0.33, or $0.37 excluding one-time charges (most related to the delayed merger with Zions Bankcorp) ....

25. This implied First Security had operating income of $0.37 per share, an increase over the prior year. This press release was false and misleading for failing to disclose that the fourth quarter earnings per share had benefited from at least $0.04 in non-recurring income. Thus, First Security's operating net income was at most $0.33, a decrease from the prior year.

26. On March 2, 2000, First Security stock closed at $22-1/2. Then on March 3, 2000, before the markets opened, First Security issued a press release announcing horrible first quarter 2000 results and an admission of loan charge-offs:

First Security Corporation (Nasdaq: FSCO) confirmed today that FSCO and Zions Bancorporation (Nasdaq: ZION) remain on track with the scheduled closing of their pending merger-of-equals transaction. The parties have scheduled their respective special shareholders' meetings to vote upon the merger proposal for Wednesday, March 22, 2000, and anticipate being in a position to close the transaction promptly following receipt of the requisite shareholder approvals.

First Security also reported that recently updated revenue and income projections indicate a decline in the first quarter of 2000 from prior period amounts. On a standalone basis, for the first quarter of 2000 First Security is projecting a decline in revenue of 8% from the fourth quarter of 1999. First Security reported that it is experiencing a revenue decline in certain business lines, most notably mortgage banking, as well as margin compression due to the rising interest rate environment. First Security also believes that its revenue momentum and its funding mix have been adversely affected by the delay in closing the merger with Zions. First Security is also experiencing increased charge-offs in its indirect auto and consumer lending, which it attributes to a temporary systems problem that occurred in October 1999 when a system enhancement was being installed. This systems problem has since been corrected, but higher charge-offs are expected to persist through the first quarter, normalizing for the balance of the year. First Security indicated that earnings for the quarter on a pre-merger basis will be down some $.07 to $.09 per share from the reported earnings of $.33 in the fourth quarter of 1999.

Spencer F. Eccles, chairman and chief executive officer of First Security, stated, ''We remain on track with our expectations regarding the long-term benefits that this merger of equals will bring to our respective shareholders and look forward to completing the hard work of integrating these two outstanding franchises. Despite the unexpected delay in closing the merger, we remain on course with our initially projected level of cost savings to be achieved through the combination.''

27. It has now been disclosed that First Security's first quarter 2000 results will be much worse than previously stated. Moreover, Zions has pointed out what the public was unaware of --that First Security's fourth quarter 1999 operating earnings per share were at most $0.33 versus the $0.37 represented by defendants. In a March 15, 2000 proxy statement, Zions wrote:

On January 19, 2000, First Security announced its earnings for the fourth quarter of 1999. Among other things, First Security announced that it had net income of $66.3 million for the fourth quarter, down $1.0 million from the fourth quarter of 1998, generating earnings per diluted share of $0.33 for the quarter, which was down $0.02 or 5.7% from the fourth quarter of 1998. First Security indicated that these decreases in net income and earnings per diluted share were primarily due to merger related actions and expenses and certain non-recurring items which reduced earnings per diluted share by approximately $0.04 during the quarter. This implied a fourth quarter operating earnings per diluted share of $0.37, or an increase of $0.02 per share from the fourth quarter of 1998. However, First Security omitted to disclose that it had non-recurring benefits which Zions believes increased earnings per diluted share for the 1999 fourth quarter by an amount at least equal to the $0.04 in non-recurring items that the First Security earnings release indicate had reduced earnings per diluted share during that quarter.

28. When trading opened on March 3, 2000, First Security stock dropped to as low as $10-3/4 on huge volume of 18.6 million shares, a 65% decline from the Class Period high of $31. As a result of the defendants' false statements, First Security's stock price traded at inflated levels during the Class Period, trading at as high as $31 per share in December 1999. Due to First Security's belated disclosure, shareholders of Zions ultimately voted not to approve the merger with First Security. On April 10, 2000, First Security announced an agreement to be acquired by Wells Fargo a Company in a deal which would value First Security at $15.50 per share. First Security currently trades at less than $14 per share.

29. In fact, First Security's financial results reported during the Class Period were false and misleading due to the Company's failure to accrue losses on indirect auto and consumer loans when it became probable that such loans were losses and the amount could be reasonably estimated. First Security's failure to write down these impaired assets caused its reported results to be presented in violation of Generally Accepted Accounting Principles ("GAAP") and SEC rules.

30. GAAP are those principles recognized by the accounting profession as the conventions, rules and procedures necessary to define accepted accounting practice at a particular time. SEC Regulation S-X (17 C.F.R. §210.4-01(a)(1)) states that financial statements filed with the SEC which are not prepared in compliance with GAAP are presumed to be misleading and inaccurate, despite footnote or other disclosure. Regulation S-X requires that interim financial statements must also comply with GAAP, with the exception that interim financial statements need not include disclosure which would be duplicative of disclosures accompanying annual financial statements. 17 C.F.R. §210.10-01(a). GAAP as set forth in FASB Statement of Financial Accounting Standard No. 5, Accounting for Contingencies, requires that losses be recorded when it is probable the loss has been incurred and the amount of the loss can be reasonably estimated.

FIRST CLAIM FOR RELIEF

For Violation of §10(b) of the 1934 Act
and Rule 10b-5 Against All Defendants

31. Plaintiff incorporates ¶¶1-30 by reference.

32. During the Class Period, defendants disseminated or approved the false statements specified above, which they knew or recklessly disregarded were misleading in that they contained misrepresentations and failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

33. Defendants violated §10(b) of the 1934 Act and Rule 10b-5 in that they:

(a) Employed devices, schemes, and artifices to defraud;

(b) Made untrue statements of material facts or omitted to state material facts necessary in order to make statements made, in light of the circumstances under which they were made, not misleading; or

(c) Engaged in acts, practices, and a course of business that operated as a fraud or deceit upon plaintiffs and others similarly situated in connection with their purchases of First Security common stock during the Class Period.

34. Plaintiff and the Class have suffered damages in that, in reliance on the integrity of the market, they paid artificially inflated prices for First Security common stock. Plaintiff and the Class would not have purchased First Security common stock at the prices they paid, or at all, if they had been aware that the market prices had been artificially and falsely inflated by defendants' misleading statements.

35. As a direct and proximate result of these defendants' wrongful conduct, plaintiff and the other members of the Class suffered damages in connection with their purchases of First Security common stock during the Class Period.

SECOND CLAIM FOR RELIEF

For Violation of §20(a) of the 1934 Act
Against All Defendants

36. Plaintiff incorporates ¶¶1-35 by reference.

37. The Individual Defendants acted as controlling persons of First Security within the meaning of §20(a) of the 1934 Act. By reason of their positions as Chief Executive Officer, President and Chief Financial Officer of First Security, the Individual Defendants had the power and authority to cause First Security to engage in the wrongful conduct complained of herein. First Security controlled each of the Individual Defendants and all of its employees. By reason of such conduct, the Individual Defendants and First Security are liable pursuant to §20(a) of the 1934 Act.

CLASS ACTION ALLEGATIONS

38. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure on behalf of all persons who purchased First Security common stock on the open market during the Class Period (the "Class"). Excluded from the Class are defendants.

39. The members of the Class are so numerous that joinder of all members is impracticable. The disposition of their claims in a class action will provide substantial benefits to the parties and the Court. First Security had more than 195 million shares of stock outstanding, owned by hundreds if not thousands of persons.

40. There is a well-defined community of interest in the questions of law and fact involved in this case. Questions of law and fact common to the members of the Class which predominate over questions which may affect individual Class members include:

(a) Whether the 1934 Act was violated by defendants;

(b) Whether defendants omitted and/or misrepresented material facts;

(c) Whether defendants' statements omitted material facts necessary to make the statements made, in light of the circumstances under which they were made, not misleading;

(d) Whether defendants knew or recklessly disregarded that their statements were false and misleading;

(e) Whether the price of First Security's common stock was artificially inflated; and

(f) The extent of damage sustained by Class members and the appropriate measure of damages.

41. Plaintiff's claims are typical of those of the Class because plaintiffs and the Class sustained damages from defendants' wrongful conduct.

42. Plaintiff will adequately protect the interests of the Class and have retained counsel who are experienced in class action securities litigation. Plaintiff have no interests which conflict with those of the Class.

43. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

STATUTORY SAFE HARBOR

44 The statutory safe harbor provided for forward-looking statements under certain circumstances does not apply to any of the allegedly false forward-looking statements pleaded in this Complaint. The safe harbor does not apply to First Security's allegedly false financial statements. None of the written forward-looking statements made were identified as forward-looking statements, nor was it stated that actual results "could differ materially from those projected." Nor did meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements accompany those forward-looking statements. Each of the forward-looking statements alleged herein to be false was authorized by an executive officer of First Security and was actually known by each of the Individual Defendants to be false when made.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment as follows:

A. Declaring this action to be a proper class action pursuant to Rule 23;

B. Awarding plaintiff and the members of the Class damages, interest and costs; and

C. Awarding such other relief as the Court may deem just and proper.

JURY DEMAND

Plaintiff demands a trial by jury.