First Interstate Bancorp shareholders can barely contain their excitement over Wednesday's takeover bid from Wells Fargo & Co. So why is First Interstate's chairman, William E.B. Siart, down in the dumps?

That's what bankers, investors, and Wall Street analysts were buzzing about Thursday.

This much is clear: while Wells Fargo's unsolicited offer promises to greatly enrich First Interstate shareholders, it comes as a harsh blow to 48-year-old Mr. Siart, who became chairman and chief executive officer only nine months ago.

As one Wall Street bank analyst put it, "It's not usually a CEO's mission in life to get rid of their job."

Although some of his shareholders were openly rejoicing, Mr. Siart reportedly felt blindsided by Wells Fargo's move. And there is little doubt that he is distressed at the prospect of having his 17-year career with First Interstate cut short by a takeover.

Mr. Siart, for his part, is saying little. On Wednesday, he issued a terse statement that he was "deeply disappointed that Wells Fargo would take this uninvited action."

Mr. Siart could not be reached on Thursday, and First Interstate spokesman Ken Preston declined to elaborate on the statement.

Some observers say Mr. Siart simply wants a chance to finish the job he has just begun.

When Mr. Siart succeeded Edward M. Carson as chairman in January, he was stepping into a position for which he had been groomed since joining First Interstate in 1978. He started as a vice president in the office of then- chairman Joseph J. Pinola.

He has been credited with helping First Interstate transform from a company laden with bad loans to one of the industry's best performers.

"He and his management team have done one hell of a job over there," said Randy Hill, a partner with Heidrick and Struggles, an executive search firm in Los Angeles. "After having done all that, it's a tremendous disappointment not to finish the game."

Mr. Siart said he now expects First Interstate to post returns on equity exceeding 20% for the foreseeable future, and annual earnings per share growth of at least 10% - a performance that would rival Wells Fargo's, and rank First Interstate among the four or five best-performing big banks in the country.

"Bill probably has ambitions of building a larger bank himself. That's his nature," added another California-based executive recruiter who knows Mr. Siart.

Some also detected anger in Mr. Siart's reaction, saying he was clearly caught off guard by Wells Fargo's offer.

"I think he has his own strategic plans he wants to execute," said Campbell K. Chaney, a stock analyst in San Francisco with Rodman & Renshaw Inc. "All of a sudden, you have this preemptive bid. It takes you by surprise."

Mr. Preston, the First Interstate spokesman, acknowledged that the company didn't expect Wells Fargo's maneuver.

He said the company received a letter with the merger offer late Tuesday, after the company's board of directors had finished a regularly scheduled meeting. First Interstate's head of corporate communications, Shirley Hosoi, had just left for Europe for a three-week vacation, and had to be tracked down in Norway and asked to return.

Such disruptions are one of the most irritating aspects of an unexpected public offer, according to Stephen T. McLin, president of America First Financial Corp., a thrift holding company in San Francisco.

"It's a lot more difficult to carefully and cogently consider it when you've got that kind of chaos," Mr. McLin said. He is in a position to know: Mr. McLin was BankAmerica Corp.'s strategic planning head in the late 1980s and early 1990s when it was fighting off unwanted overtures from First Interstate, among others.

For all the personal grief the Wells Fargo bid may be causing Mr. Siart, people who know him expect that, in the end, he will do what makes most sense for his shareholders.

"I think Siart will honestly consider this and not let ego get in the way," Mr. McLin said.

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