<PAGE>

                                                                   EXHIBIT 10.10

                         U.S. BANCORP PIPER JAFFRAY INC.

                               SECOND CENTURY 2000

                           DEFERRED COMPENSATION PLAN

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                         U.S. BANCORP PIPER JAFFRAY INC.
                               SECOND CENTURY 2000
                           DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
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                                                                                  Page
<S>                                                                               <C>
SECTION 1  INTRODUCTION.........................................................    1

   1.1.  ESTABLISHMENT..........................................................    1
   1.2.  PURPOSE................................................................    1
   1.3.  DEFINITIONS............................................................    1
      1.3.1.  Account...........................................................    1
      1.3.2.  Affiliate.........................................................    1
      1.3.3.  Beneficiary.......................................................    1
      1.3.4.  Chief Executive Officer...........................................    1
      1.3.5.  Company...........................................................    1
      1.3.6.  Director of Equity Capital Markets................................    1
      1.3.7.  ECM Investment Committee..........................................    1
      1.3.8.  ECM Operating Committee...........................................    1
      1.3.9.  Effective Date....................................................    1
      1.3.10. Liquidity Event...................................................    2
      1.3.11. Measuring Investment..............................................    2
      1.3.12. Participant.......................................................    2
      1.3.13. Plan..............................................................    2
      1.3.14. Plan Statement....................................................    2
      1.3.15. Plan Year.........................................................    2
   1.4.  RULES OF INTERPRETATION................................................    2

SECTION 2  PARTICIPATION........................................................    2

   2.1.  ELIGIBILITY AND SELECTION..............................................    2
   2.2.  NOTIFICATION...........................................................    3

SECTION 3  ACCOUNTS.............................................................    3

   3.1.  ACCOUNTS...............................................................    3
   3.2.  CREDITS TO ACCOUNTS....................................................    3
      3.2.1.  Bonus Credit......................................................    3
      3.2.2.  Interest Credit...................................................    3
      3.2.3.  Investment Credit.................................................    3
   3.3.  MEASURING INVESTMENTS..................................................    3
   3.4.  CHARGES TO ACCOUNTS....................................................    4
      3.4.1.  Investment Charge.................................................    4
      3.4.2.  Benefit Payment Charge............................................    4
      3.4.3.  Debt Set-Off Charge...............................................    4

SECTION 4  BENEFITS.............................................................    4

   4.1.  BENEFITS PAYABLE TO A PARTICIPANT......................................    4
   4.2.  ONE-YEAR WAITING PERIOD................................................    4
   4.3.  FORFEITURE OF INVESTMENT GAINS UPON COMPETITION........................    4
      4.3.1.  Exception for Certain Terminations................................    5
      4.3.2.  Exception for Change of Control...................................    5
   4.4.  FORFEITURE OF INVESTMENT GAINS UPON TERMINATION FOR CAUSE..............    7
   4.5.  NO REALLOCATION OF FORFEITED AMOUNTS...................................    8
   4.6.  BENEFITS PAYABLE TO A BENEFICIARY......................................    8
      4.6.1.  Death Before Full Payment.........................................    8
</TABLE>

                                      -i-
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<TABLE>
<S>                                                                               <C>
      4.6.2.  Beneficiary Designation...........................................    8
      4.6.3.  Failure of Designation............................................    8
      4.6.4.  Definitions.......................................................    8
      4.6.5.  Special Rules.....................................................    9

SECTION 5  ADMINISTRATION.......................................................    9

   5.1.  ADMINISTRATION.........................................................    9
   5.2.  ECM INVESTMENT COMMITTEE...............................................    9
      5.2.1.  Appointment.......................................................    9
      5.2.2.  Organization......................................................   10
      5.2.3.  Authority.........................................................   10
      5.2.4.  Exercise of Authority.............................................   10
      5.2.5.  Limitation on Individual's Authority..............................   10
   5.3.  ECM OPERATING COMMITTEE................................................   10
      5.3.1.  Appointment.......................................................   10
      5.3.2.  Organization......................................................   10
      5.3.3.  Authority.........................................................   10
      5.3.4.  Exercise of Authority.............................................   10
      5.3.5.  Limitation on Individual's Authority..............................   11
   5.4.  BINDING EFFECT.........................................................   11

SECTION 6  AMENDMENT AND TERMINATION............................................   11

   6.1.  AMENDMENT..............................................................   11
   6.2.  TERMINATION............................................................   11

SECTION 7  GENERAL PROVISIONS...................................................   11

   7.1.  CONTRACTUAL RIGHT TO BENEFITS..........................................   11
   7.2.  BENEFITS NOT TRANSFERABLE..............................................   11
   7.3.  WITHHOLDING TAXES......................................................   11
   7.4.  EFFECT ON EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS.................   12
   7.5.  BINDING EFFECT OF AGREEMENT............................................   12
</TABLE>

                                      -ii-

<PAGE>

                         U.S. BANCORP PIPER JAFFRAY INC.
                               SECOND CENTURY 2000
                           DEFERRED COMPENSATION PLAN

                                    SECTION 1

                                  INTRODUCTION

1.1. ESTABLISHMENT. The Company hereby establishes this Plan effective February
28, 2000.

1.2. PURPOSE. The purpose of the Plan is to help motivate and retain the
employees who are key contributors to the success of the Equity Capital Markets
business of the Company by providing such employees with deferred bonus payments
measured by the performance of certain investments related to the focus of that
business.

1.3. DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:

         1.3.1. ACCOUNT -- the separate recordkeeping account (unfunded and
unsecured) maintained for each Participant in connection with his/her
participation in the Plan.

         1.3.2. AFFILIATE -- an affiliate of the Company within the meaning set
forth in Rule 405, promulgated pursuant to the Securities Act of 1933, as
amended.

         1.3.3. BENEFICIARY -- a person designated by a Participant (or
automatically by operation of this Plan Statement) to receive a benefit equal to
part or all of the balance of the Participant's Account in the event of the
Participant's death prior to full payment thereof.

         1.3.4. CHIEF EXECUTIVE OFFICER - the Chief Executive Officer of the
Company, as such officer may be designated from time to time.

         1.3.5. COMPANY -- U.S. Bancorp Piper Jaffray Inc., a Delaware
corporation.

         1.3.6. DIRECTOR OF EQUITY CAPITAL MARKETS -- the director of the Equity
Capital Markets business of the Company, as such director may be designated from
time to time.

         1.3.7. ECM INVESTMENT COMMITTEE -- the committee established under
Section 5.2 of the Plan Statement to make various investment decisions under the
Plan, as such committee may be constituted from time to time.

         1.3.8. ECM OPERATING COMMITTEE -- the committee established under
Section 5.3 of the Plan Statement to make various administrative decisions under
the Plan, as such committee may be constituted from time to time.

         1.3.9. EFFECTIVE DATE -- the Plan and this Plan Statement are effective
February 28, 2000.

<PAGE>

         1.3.10. LIQUIDITY EVENT -- any occurrence with respect to a Measuring
Investment that would provide its investors with liquidity, such as a cash
distribution, an initial public offering, a merger or other transaction in which
investors receive cash or securities.

         1.3.11. MEASURING INVESTMENT -- an investment related to the focus of
the Equity Capital Markets business of the Company that is designated by the ECM
Investment Committee as a device for measuring the value of all Participants'
Accounts.

         1.3.12. PARTICIPANT -- an employee of the Company who becomes a
Participant in the Plan under the rules of Section 2 of the Plan Statement.

         1.3.13. PLAN -- this unfunded deferred compensation plan established
and maintained by the Company for the benefit of the employees who are key
contributors to the success of the Equity Capital Markets business of the
Company. (As used herein, "Plan" refers to the deferred compensation plan
maintained by the Company and not to the document pursuant to which the Plan is
maintained. That document is referred to herein as the "Plan Statement.") The
name of the Plan is "U.S. Bancorp Piper Jaffray Inc. Second Century 2000
Deferred Compensation Plan."

         1.3.14. PLAN STATEMENT -- this document entitled "U.S. Bancorp Piper
Jaffray Inc. Second Century 2000 Deferred Compensation Plan, as the same may be
amended from time to time.

         1.3.15. PLAN YEAR - The twelve consecutive month period that begins
each February 28 and ends the following February 27. The first Plan Year begins
on the Effective Date.

1.4. RULES OF INTERPRETATION. The Plan is not subject to the Employee Retirement
Income Security Act of 1974 because it does not provide welfare benefits or
retirement income to employees and does not systematically defer bonus payments
to the termination of covered employment or beyond. Whenever appropriate, words
used herein in the singular may be read in the plural, or words used herein in
the plural may be read in the singular; and the words "hereof," "herein" or
"hereunder" or other similar compounds of the word "here" shall mean and refer
to the entire Plan Statement and not to any particular paragraph or section of
this Plan Statement unless the context clearly indicates to the contrary. The
titles given to the various sections of this Plan Statement are inserted for
convenience of reference only and are not part of this Plan Statement, and they
shall not be considered in determining the purpose, meaning or intent of any
provision hereof. Any reference in this Plan Statement to a statute shall be
considered also to mean and refer to the applicable regulations for that
statute; and any reference in this Plan Statement to a statute or regulation
shall be considered also to mean and refer to any subsequent amendment or
replacement of that statute or regulation. This Plan Statement has been executed
and delivered in the State of Minnesota and has been drawn in conformity to the
laws of that State and shall, except to the extent that federal law is
controlling, be construed and enforced in accordance with the laws of the State
of Minnesota (without regard to its conflict of law principles).

                                    SECTION 2

                                  PARTICIPATION

2.1. ELIGIBILITY AND SELECTION. On or before the Effective Date, the
Participants shall be selected and their deferred bonus awards shall be
determined as follows:

                                      -2-
<PAGE>

         (a)      The Chief Executive Officer, in his/her sole discretion, shall
                  determine whether the Director of Equity Capital Markets will
                  participate in the Plan and, if so, the amount of his/her
                  deferred bonus award.

         (b)      The ECM Operating Committee, in its sole discretion, shall
                  select the Equity Capital Markets employees who will
                  participate in the Plan and shall determine the amount of the
                  deferred bonus award for each such employee. To be eligible
                  for selection, an employee must be a key contributor to the
                  success of the Equity Capital Markets business of the Company.

2.2. NOTIFICATION. The Company shall provide each employee so selected with (i)
written notification of his/her selection as a Participant and the amount of
his/her deferred bonus award under the Plan, and (ii) a copy of the Plan
Statement.

                                    SECTION 3

                                    ACCOUNTS

3.1. ACCOUNTS. The Company shall establish and maintain a separate Account for
each Participant. The Account shall be for recordkeeping purposes only and shall
not represent a trust fund or other segregation of assets for the benefit of the
Participant.

3.2. CREDITS TO ACCOUNTS. The Account so established and maintained for each
Participant shall be credited from time to time as provided in this Section 3.2.

         3.2.1. BONUS CREDIT. As of the Effective Date, the Account shall be
credited with the amount of the Participant's deferred bonus award, as
determined under Section 2.1 of the Plan Statement.

         3.2.2. INTEREST CREDIT. Commencing as of the Effective Date, any
portion of the Account balance that is not allocated to Measuring Investments
under Section 3.3 below shall be credited with interest at the rate applicable
from time to time to investors in the First American Prime Obligations Fund.

         3.2.3. INVESTMENT CREDIT. Commencing as of the Effective Date, any
portion of the Account balance that is allocated to Measuring Investments under
Section 3.3 below shall be credited with its share of the income and gains of
such Measuring Investments under such procedures as the ECM Investment
Committee, in its sole discretion, shall determine from time to time.

3.3. MEASURING INVESTMENTS. The ECM Investment Committee, in its sole
discretion, shall designate certain investments related to the focus of the
Equity Capital Markets business of the Company to be the Measuring Investments
for determining the value of all Participants' Accounts. For this purpose, it
shall be deemed that the Account balances of all the Participants are combined
and that such portion of the combined amount as the ECM Investment Committee, in
its sole discretion, shall determine is placed in each such designated
investment on the same terms and conditions as would be available to the Company
as an investor. Each Participant shall be deemed to have a pro rata share (based
on the ratio of his/her Account balance to the Account balances of all
Participants) in each such designated investment. The Measuring Investments are
solely a device for computing the amount of benefits to be paid to Participants
under the Plan, and Participants have no claim or right to any actual
investments.

                                      -3-
<PAGE>

3.4. CHARGES TO ACCOUNTS. The Account so established and maintained for each
Participant shall be charged from time to time as provided in this Section 3.4.

         3.4.1. INVESTMENT CHARGE. Commencing as of the Effective Date, any
portion of the Account balance that is allocated to Measuring Investments under
Section 3.3 above shall be charged with its share of the losses and expenses of
such Measuring Investments under such procedures as the ECM Investment
Committee, in its sole discretion, shall determine from time to time.

         3.4.2. BENEFIT PAYMENT CHARGE. As of the date any benefit payment is
made to the Participant or to his/her Beneficiary under the Plan, the Account
shall be charged with the amount of such benefit payment.

         3.4.3. DEBT SET-OFF CHARGE. As of the date any debt is set-off against
the Account under Section 7.2 of the Plan Statement, the Account shall be
charged with the amount of such debt.

                                    SECTION 4

                                    BENEFITS

4.1. BENEFITS PAYABLE TO A PARTICIPANT. As soon as administratively feasible
after a Liquidity Event for a particular Measuring Investment, the Company shall
pay each Participant a benefit equal to the portion of his/her Account that is
deemed liquid as a result of such Liquidity Event, as the ECM Operating
Committee, in its sole discretion, shall determine. The benefit payment shall be
made in the form of cash or securities of the type received by investors in the
Measuring Investment or in a combination of cash and such securities, as the ECM
Operating Committee, in its sole discretion, shall determine.

4.2. ONE-YEAR WAITING PERIOD. Notwithstanding any other provision of this Plan
Statement, no benefit payment shall be made to any Participant during the first
Plan Year. If a Liquidity Event occurs during the Plan Year, the ECM Investment
Committee, in its sole discretion, shall direct that the liquid proceeds from
such Measuring Investment be treated in any one or a combination of the
following ways for purposes of Section 3 of the Plan Statement:

         (a)      Credited with interest pursuant to Section 3.2.2 for payment
                  at the end of the first Plan Year;

         (b)      Reinvested in another Measuring Investment pursuant to Section
                  3.3 for payment upon a subsequent Liquidity Event for that
                  other investment; or

         (c)      Held in the form of securities of the type received by
                  investors in the Measuring Investment for payment at the end
                  of the first Plan Year, with any cash dividend or other cash
                  distributions with respect to such securities being credited
                  with interest pursuant to Section 3.2.2 for payment at the end
                  of the first Plan Year.

4.3. FORFEITURE OF INVESTMENT GAINS UPON COMPETITION. If a Participant's
employment with the Company shall be terminated (whether voluntarily or
involuntarily) during the first three Plan Years, and at any time after such
termination the Participant shall become Involved (as defined below) with a
Competitor (as defined below), then the Participant's total benefit payments
under the Plan shall not exceed the lesser of (i) the amount of his/her deferred
bonus award under Section 3.2.1 of the Plan

                                      -4-
<PAGE>

Statement plus simple interest at six and one-half percent (6-1/2%) per annum
from the Effective Date to the date his/her employment terminates, or (ii) the
value of his/her Account, and the Participant shall immediately forfeit forever
any right to any other benefits under the Plan. However, if the Participant
already had received benefit payments in excess of that limit, he/she shall not
be required to repay the excess amount to the Company.

For purposes of this Section 4.3:

         (a)      The term "Involved" shall mean any participation with or
                  involvement in as an employee, partner, member, shareholder
                  (except as a five percent (5%) or less shareholder of a public
                  corporation), creditor, director, officer, principal, agent,
                  consultant, or in any other relationship or capacity, as
                  determined in the sole discretion of the ECM Operating
                  Committee.

         (b)      The term "Competitor" shall mean any registered broker-dealer
                  engaged in an equity capital markets business and/or any of
                  such broker-dealer's financial service affiliates, as
                  determined in the sole discretion of the ECM Operating
                  Committee.

         4.3.1. EXCEPTION FOR CERTAIN TERMINATIONS. Notwithstanding the
foregoing, however, the Participant shall not forfeit any benefits if the ECM
Operating Committee, in its sole discretion, determines that his/her employment
was terminated by the Company due to a business decision to discontinue
operations in a particular geographic location or in a particular market niche.

         4.3.2. EXCEPTION FOR CHANGE OF CONTROL. Notwithstanding the foregoing,
however, the Participant shall not forfeit any benefits if his/her employment
terminates (whether voluntarily or involuntarily) at any time after an Employer
Change of Control Event (as defined below) or a Parent Change of Control Event
(as defined below).

For purposes of this Section 4.3.2:

         (a)      The term "Employer Change of Control Event" shall mean any of
                  the following events:

                  (i)      U.S. Bancorp or one or more of its subsidiaries
                           shall, at any time, beneficially own (as defined in
                           Rule 13d-3 under the Securities Exchange Act of 1934,
                           as amended (the "Exchange Act")) less than fifty-one
                           percent (51%) of the outstanding voting stock of the
                           Company;

                  (ii)     The shareholders of the Company approve a definitive
                           agreement or plan to sell or otherwise dispose of all
                           or substantially all of the assets of the Company (in
                           one transaction or a series of transactions) (other
                           than a sale or other disposition to U.S. Bancorp or
                           one or more of its subsidiaries); or

                  (iii)    U.S. Bancorp or one or more of its subsidiaries or
                           the Company enters into an agreement in principle or
                           a definitive agreement relating to an Employer Change
                           of Control Event described in (a)(i) or (a)(ii)
                           above, which ultimately results in such an Employer
                           Change of Control Event.

         (b)      The term "Parent Change of Control Event" shall mean any of
                  the following events:

                                      -5-
<PAGE>

                  (i)      Twenty percent (20%) or more of either (x) the then
                           outstanding shares of common stock of U.S. Bancorp
                           (the "Outstanding USB Common Stock") or (y) the
                           combined voting power of the then outstanding voting
                           securities of U.S. Bancorp entitled to vote generally
                           in the election of its board of directors (the
                           "Outstanding USB Voting Securities"), is acquired or
                           beneficially owned (as defined in Rule 13d-3 under
                           the Exchange Act) by any individual, entity or group
                           (within the meaning of section 13(d)(3) or 14(d)(2)
                           of the Exchange Act); provided, however, that the
                           following acquisitions shall not constitute Parent
                           Change of Control Events:

                           (A)      Any acquisition directly from U.S. Bancorp,

                           (B)      Any acquisition by U.S. Bancorp or any one
                                    or more of its subsidiaries,

                           (C)      Any acquisition by any employee benefit plan
                                    (or related trust) sponsored or maintained
                                    by U.S. Bancorp or one or more of its
                                    subsidiaries, or

                           (D)      Any acquisition by any corporation with
                                    respect to which, immediately following such
                                    acquisition, more than sixty percent (60%)
                                    of, respectively, the then outstanding
                                    shares of common stock of such corporation
                                    and the combined voting power of the then
                                    outstanding voting securities of such
                                    corporation entitled to vote generally in
                                    the election of directors is then
                                    beneficially owned, directly or indirectly,
                                    by all or substantially all of the
                                    individuals and entities who were the
                                    beneficial owners, respectively, of the
                                    Outstanding USB Common Stock and Outstanding
                                    USB Voting Securities immediately prior to
                                    such acquisition in substantially the same
                                    proportions as was their ownership,
                                    immediately prior to such acquisition, of
                                    the Outstanding USB Common Stock and
                                    Outstanding USB Voting Securities, as the
                                    case may be;

                  (ii)     Individuals who, on the Effective Date, constitute
                           the board of directors of U.S. Bancorp (the
                           "Incumbent USB Board") cease for any reason to
                           constitute at least a majority of the board of
                           directors of U.S. Bancorp (the "USB Board");
                           provided, however, that any individual becoming a
                           member of the USB Board subsequent to that date whose
                           election, or nomination for election by the
                           stockholders of U.S. Bancorp, was approved by a vote
                           of at least a majority of the directors then
                           comprising the Incumbent USB Board shall be
                           considered a member of the Incumbent USB Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest which was
                           (or, if threatened, would have been) subject to
                           Exchange Act Rule 14a-11;

                  (iii)    Approval by the stockholders of U.S. Bancorp of a
                           reorganization, merger, consolidation or statutory
                           exchange of Outstanding USB Voting Securities, unless
                           immediately following such reorganization, merger,
                           consolidation or exchange, all or substantially all
                           of the individuals and entities who were the
                           beneficial owners, respectively, of the Outstanding
                           USB Common Stock and Outstanding USB Voting
                           Securities immediately prior to such reorganization,

                                      -6-
<PAGE>
                           merger, consolidation or exchange beneficially own,
                           directly or indirectly, more than sixty percent (60%)
                           of, respectively, the then outstanding shares of
                           common stock and the combined voting power of the
                           then outstanding voting securities entitled to vote
                           generally in the election of directors, as the case
                           may be, of the corporation resulting from such
                           reorganization, merger, consolidation or exchange in
                           substantially the same proportions as was their
                           ownership, immediately prior to such reorganization,
                           merger, consolidation or exchange, of the Outstanding
                           USB Common Stock and Outstanding USB Voting
                           Securities, as the case may be;

                  (iv)     Approval by the stockholders of U.S. Bancorp of (x) a
                           complete liquidation or dissolution of U.S. Bancorp
                           or (y) the sale or other disposition of all or
                           substantially all of the assets of U.S. Bancorp,
                           other than to a corporation with respect to which,
                           immediately following such sale or other disposition,
                           more than sixty percent (60%) of, respectively, the
                           then outstanding shares of common stock of such
                           corporation and the combined voting power of the then
                           outstanding voting securities of such corporation
                           entitled to vote generally in the election of
                           directors is then beneficially owned, directly or
                           indirectly, by all or substantially all of the
                           individuals and entities who were the beneficial
                           owners, respectively, of the Outstanding USB Common
                           Stock and Outstanding USB Voting Securities
                           immediately prior to such sale or other disposition
                           in substantially the same proportions as was their
                           ownership, immediately prior to such sale or other
                           disposition, of the Outstanding USB Common Stock and
                           Outstanding USB Voting Securities, as the case may
                           be; or

                  (v)      U.S. Bancorp enters into an agreement in principle or
                           a definitive agreement relating to a Parent Change of
                           Control Event described in (b)(i), (b)(ii), (b)(iii)
                           or (b)(iv) above that ultimately results in such a
                           Parent Change of Control Event or a tender or
                           exchange offer or proxy contest is commenced which
                           ultimately results in a Parent Change of Control
                           Event described in (b)(i) or (b)(ii) above.

Notwithstanding the above, a Parent Change of Control Event shall not be deemed
to occur with respect to a Participant if (x) the acquisition of the twenty
percent (20%) or greater interest referred to in (b)(i) above is by that
Participant or by a group, acting in concert, that includes that Participant or
(y) if at least forty percent (40%) of the then outstanding common stock or
combined voting power of the then outstanding voting securities (or voting
equity interests) of the surviving corporation or of any corporation (or other
entity) acquiring all or substantially all of the assets of U.S. Bancorp shall,
immediately after a reorganization, merger, consolidation, statutory share
exchange or disposition of assets referred to in (b)(iii) or (b)(iv) above, be
beneficially owned, directly or indirectly, by that Participant or by a group,
acting in concert, that includes that Participant.

4.4. FORFEITURE OF INVESTMENT GAINS UPON TERMINATION FOR CAUSE. If a
Participant's employment by the Company (or any of its Affiliates) shall be
terminated for Cause (as defined below), then the Participant's total benefit
payments under the Plan shall not exceed the lesser of (i) the amount of his/her
deferred bonus award under Section 3.2.1 of the Plan Statement plus simple
interest at six and one-half percent (6-1/2%) per annum from the Effective Date
to the date his/her employment terminates, or (ii) the value of his/her Account,
and the Participant shall immediately forfeit forever any right to any other
benefits under the Plan. However, if the Participant already had received
benefit payments in excess of that limit, he/she shall not be required to repay
the excess amount to the Company.

                                      -7-
<PAGE>

For purposes of this Section 4.4, the term "Cause" shall mean any one or more of
the following (unless the ECM Operating Committee, acting in its sole
discretion, determines otherwise):

         (a)      Impropriety or misbehavior of a type resulting in termination
                  of employment under the policies and practices of the Company
                  or its Affiliates; or

         (b)      Conviction of or pleading guilty or nolo contendere to any
                  felony.

4.5. NO REALLOCATION OF FORFEITED AMOUNTS. Any Account balance forfeited under
Sections 4.3 and 4.4 above shall revert to the Company and shall not be
reallocated among the remaining Participants.

4.6. BENEFITS PAYABLE TO A BENEFICIARY.

         4.6.1. DEATH BEFORE FULL PAYMENT. If the Participant has an unpaid
balance in the Account at his/her death, the Company shall pay the Beneficiary
of the deceased Participant a benefit equal to the remaining value of the
Account at the same time and in the same amount and form as payment would
otherwise have been made to the Participant if he/she were living.

         4.6.2. BENEFICIARY DESIGNATION. Each Participant may designate, upon
forms to be furnished by and filed with the Company, one or more primary
Beneficiaries or contingent Beneficiaries to receive all or a specified part of
his/her unpaid Account balance in the event of his/her death. The Participant
may change or revoke any such designation from time to time without notice to or
consent from any Beneficiary or spouse. No such designation, change or
revocation shall be effective unless executed by the Participant and received by
the Company during the Participant's lifetime.

         4.6.3. FAILURE OF DESIGNATION. If a Participant:

         (a)      Fails to designate a Beneficiary,

         (b)      Designates a Beneficiary and thereafter such designation is
                  revoked without another Beneficiary being named, or

         (c)      Designates one or more Beneficiaries and all such
                  Beneficiaries so designated fail to survive the Participant,

such Participant's unpaid Account balance, or the part thereof as to which such
Participant's designation fails, as the case may be, shall be payable to the
representative of the Participant's estate.

         4.6.4. DEFINITIONS. When used herein and, unless the Participant has
otherwise specified in his/her Beneficiary designation, when used in a
Beneficiary designation, "issue" means all persons who are lineal descendants of
the person whose issue are referred to, including adopted descendants and their
descendants but not including illegitimate descendants and their descendants;
"child" means an issue of the first generation; "per stirpes" means in equal
shares among living children of the person whose issue are referred to and the
issue (taken collectively) of each deceased child of such person, with such
issue taking by right of representation of such deceased child; and "survive"
and "surviving" mean living after the death of the Participant.

                                      -8-
<PAGE>

         4.6.5. SPECIAL RULES. Unless the Participant has otherwise specified in
his/her Beneficiary designation, the following rules shall apply:

         (a)      If there is not sufficient evidence that a Beneficiary was
                  living at the time of the death of the Participant, it shall
                  be deemed that the Beneficiary was not living at the time of
                  the death of the Participant.

         (b)      The Beneficiaries designated by the Participant shall become
                  fixed at the time of the Participant's death so that, if a
                  Beneficiary survives the Participant but dies before the
                  receipt of all payments due such Beneficiary hereunder, such
                  remaining payments shall be payable to the representative of
                  such Beneficiary's estate.

         (c)      If the Participant designates as a Beneficiary the person who
                  is the Participant's spouse on the date of the designation,
                  either by name or by relationship, or both, the dissolution,
                  annulment or other legal termination of the marriage between
                  the Participant and such person shall automatically revoke
                  such designation. (The foregoing shall not prevent the
                  Participant from designating a former spouse as a Beneficiary
                  on a form executed by the Participant and received by the
                  Company after the date of the legal termination of the
                  marriage between the Participant and such former spouse, and
                  during the Participant's lifetime.)

         (d)      Any designation of a nonspouse Beneficiary by name that is
                  accompanied by a description of relationship to the
                  Participant shall be given effect without regard to whether
                  the relationship to the Participant exists then or at the
                  Participant's death.

         (e)      Any designation of a Beneficiary only by statement of
                  relationship to the Participant shall be effective only to
                  designate the person or persons standing in such relationship
                  to the Participant at the Participant's death.

The ECM Operating Committee shall be the sole judge of the content,
interpretation and validity of a purported Beneficiary designation.

                                    SECTION 5

                                 ADMINISTRATION

5.1. ADMINISTRATION. Except for the matters specifically assigned to the Chief
Executive Officer or the Director of Equity Capital Markets by this Plan
Statement, the Plan shall be administered by the Company in accordance with the
determinations of the ECM Investment Committee and the ECM Operating Committee.

5.2.  ECM INVESTMENT COMMITTEE.

         5.2.1. APPOINTMENT. The Director of Equity Capital Markets shall
determine the size of the ECM Investment Committee from time to time and shall
appoint the members. Each member of the ECM Investment Committee shall hold
office at the pleasure of the Director of Equity Capital Markets and any
vacancies in its membership shall be filled from time to time, as they occur, by
appointment by the Director of Equity Capital Markets.

                                      -9-
<PAGE>

         5.2.2. ORGANIZATION. The ECM Investment Committee shall hold meetings
upon such notice, at such times and at such places as it may determine, and may
consult and transact business by telephone or by written action in lieu of a
formal meeting. Any action taken or approval given by a majority of the members
of the ECM Investment Committee shall be considered the action or approval of
the ECM Investment Committee.

         5.2.3. AUTHORITY. The ECM Investment Committee shall have the authority
to make such uniform rules as may be necessary to carry out the investment
responsibilities assigned to it under the Plan Statement. The ECM Investment
Committee shall determine any questions arising in the interpretation and
application of the Plan Statement that are related to its investment
responsibilities.

         5.2.4. EXERCISE OF AUTHORITY. The ECM Investment Committee may exercise
its authority in its full discretion, subject only to the limits expressly
imposed on it under the Plan Statement.

         5.2.5. LIMITATION ON INDIVIDUAL'S AUTHORITY. If any member of the ECM
Investment Committee is also an employee of the Company or a Participant, he/she
shall have no authority as such member with respect to any matter specially
affecting his/her individual interest hereunder (as distinguished from the
interests of all Participants and Beneficiaries or a broad class of Participants
and Beneficiaries), all such authority being reserved exclusively to the other
members of the ECM Investment Committee to the exclusion of such Participant or
Beneficiary, and such Participant or Beneficiary shall act only in his/her
individual capacity in connection with any such matter.

5.3.  ECM OPERATING COMMITTEE.

         5.3.1. APPOINTMENT. The Director of Equity Capital Markets shall
determine the size of the ECM Operating Committee from time to time and shall
appoint the members. Each member of the ECM Operating Committee shall hold
office at the pleasure of the Director of Equity Capital Markets and any
vacancies in its membership shall be filled from time to time, as they occur, by
appointment by the Director of Equity Capital Markets.

         5.3.2. ORGANIZATION. The ECM Operating Committee shall hold meetings
upon such notice, at such times and at such places as it may determine, and may
consult and transact business by telephone or by written action in lieu of a
formal meeting. Any action taken or approval given by a majority of the members
of the ECM Operating Committee shall be considered the action or approval of the
ECM Operating Committee.

         5.3.3. AUTHORITY. The ECM Operating Committee shall have the authority
to make such uniform rules as may be necessary to carry out its administrative
responsibilities under the Plan Statement. The ECM Operating Committee shall
determine any questions arising in the administration, interpretation, and
application of the Plan Statement, subject to the investment authority of the
ECM Investment Committee.

         5.3.4. EXERCISE OF AUTHORITY. The ECM Operating Committee may exercise
its authority in its full discretion, subject only to the limits expressly
imposed on it under the Plan Statement.

         5.3.5. LIMITATION ON INDIVIDUAL'S AUTHORITY. If any member of the ECM
Operating Committee is also an employee of the Company or a Participant, he/she
shall have no authority as such member with respect to any matter specially
affecting his/her individual interest hereunder (as distinguished from the
interests of all Participants and Beneficiaries or a broad class of Participants
and Beneficiaries), all such

                                      -10-
<PAGE>

authority being reserved exclusively to the other members of the ECM Operating
Committee to the exclusion of such Participant or Beneficiary, and such
Participant or Beneficiary shall act only in his/her individual capacity in
connection with any such matter.

5.4. BINDING EFFECT. The determinations of the ECM Operating Committee and the
ECM Investment Committee in any matter within their authority shall be binding
and conclusive upon the Company and all persons having any right or benefit
under the Plan.

                                    SECTION 6

                            AMENDMENT AND TERMINATION

6.1. AMENDMENT. The Company reserves the power to amend this Plan Statement
either prospectively or retroactively or both in any respect, by action of its
Chief Executive Officer; provided that, no amendment shall be effective to
reduce or divest benefits payable with respect to the Account of any Participant
without his/her consent.

6.2. TERMINATION. The Company reserves the right to terminate the Plan at any
time by action of its Chief Executive Officer; provided that, the termination of
the Plan shall not reduce or divest benefits payable with respect to the Account
of any Participant or negate the Participant's or Beneficiary's rights with
respect to such benefits.

                                    SECTION 7

                               GENERAL PROVISIONS

7.1. CONTRACTUAL RIGHT TO BENEFITS. The Plan creates in each Participant a
contractual right to the benefits to which he/she becomes entitled. This
contractual right is unsecured, and the Participant and his/her Beneficiaries
are general, unsecured creditors and may look only to the general assets of the
Company to satisfy this contractual right.

7.2. BENEFITS NOT TRANSFERABLE. Neither a Participant nor any Beneficiary shall
have any transmissible interest in the payments due hereunder or any right to
anticipate, alienate, dispose of, pledge or encumber the same prior to their
actual receipt, nor shall the Account or any benefit payment be subject to
attachment, garnishment, execution following judgment or other legal process
instituted by creditors of the Participant or Beneficiary; provided that, the
balance of the Account and all benefit payments hereunder shall at all times be
subject to set-off, as directed by the ECM Operating Committee, for debts owed
by the Participant or Beneficiary to the Company or its Affiliates.

7.3. WITHHOLDING TAXES. The Company may withhold from any benefit payment made
under the Plan (and transmit to the proper taxing authority) such amount as it
may be required to withhold under any federal, state or other law.

7.4. EFFECT ON EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The Plan shall not
give any Participant any right to be retained in the employment of the Company.
The Plan shall not replace any contract of employment, whether oral or written,
between the Company and the Participant. The Plan is in addition to, and not in
lieu of, any other employee benefit plan or program in which the Participant may
be or become eligible to participate by reason of employment with the Company.


                                      -11-
<PAGE>

No payments made under this Plan shall have any effect on payments to be made
under any other employee benefit plan or program maintained by the Company,
except as provided in the provisions of such plan or program.

7.5. BINDING EFFECT OF AGREEMENT. The Plan shall be binding upon and inure to
the benefit of the successors and assigns of the Company, and the Beneficiaries,
personal representatives and heirs of the Participant.

         IN WITNESS WHEREOF, the Company has caused this Plan Statement to be
executed by its Chief Executive Officer as of the 28th day of February, 2000.

                                    U.S. BANCORP PIPER JAFFRAY INC.

                                    By /s/ Andrew S. Duff
                                       ---------------------------------------
                                       Andrew S. Duff
                                       Chief Executive Officer

                                      -12-