<PAGE>

                                                                   EXHIBIT 10.11

                         U.S. BANCORP PIPER JAFFRAY INC.

                              SECOND CENTURY GROWTH

                           DEFERRED COMPENSATION PLAN

             (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)

<PAGE>

                         U.S. BANCORP PIPER JAFFRAY INC.
                              SECOND CENTURY GROWTH
                           DEFERRED COMPENSATION PLAN
             (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    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.   Beneficiary......................................................      1
      1.3.3.   Code.............................................................      1
      1.3.4.   Company..........................................................      1
      1.3.5.   Director of Equity Capital Markets...............................      1
      1.3.6.   ECM Investment Committee.........................................      1
      1.3.7.   ECM Operating Committee..........................................      1
      1.3.8.   Employer.........................................................      1
      1.3.9.   ERISA............................................................      2
      1.3.10.  Liquidity Event..................................................      2
      1.3.11.  Management Committee.............................................      2
      1.3.12.  Measuring Investment.............................................      2
      1.3.13.  Old Account......................................................      2
      1.3.14.  Participant......................................................      2
      1.3.15   Plan.............................................................      2
      1.3.16.  Plan Statement...................................................      2
      1.3.17.  Plan Year........................................................      2
   1.4.  RULES OF INTERPRETATION................................................      2

SECTION 2  PARTICIPATION........................................................      3

   2.1.  ELIGIBILITY AND SELECTION..............................................      3
   2.2.  NOTIFICATION...........................................................      3
   2.3.  ENROLLMENT.............................................................      3

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

   3.1.  ACCOUNTS...............................................................      3
   3.2.  CREDITS TO ACCOUNTS....................................................      3
      3.2.1.   Bonus Credit.....................................................      4
      3.2.2.   Interest Credit..................................................      4
      3.2.3.   Investment Credit................................................      4
   3.3.  MEASURING INVESTMENTS..................................................      4
   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.............................................................      5

   4.1.  BENEFITS PAYABLE TO A PARTICIPANT......................................      5
   4.2.  THREE-YEAR WAITING PERIOD..............................................      5
   4.3.  FORFEITURE OF BENEFITS UPON COMPETITION................................      5
      4.3.1.  Exception for Old Accounts........................................      6
      4.3.2.  Exception for Certain Terminations................................      6
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                 <C>

      4.3.3.  Exception for Change of Control...................................      6
   4.4.  FORFEITURE OF BENEFITS UPON GROSS MISCONDUCT...........................      8
   4.5.  NO REALLOCATION OF FORFEITED AMOUNTS...................................      8
   4.6.  BENEFITS PAYABLE TO A BENEFICIARY......................................      8
      4.6.1.  Death Before Full Payment.........................................      8
      4.6.2.  Beneficiary Designation...........................................      9
      4.6.3.  Failure of Designation............................................      9
      4.6.4.  Definitions.......................................................      9
      4.6.5.  Special Rules.....................................................      9

SECTION 5  ADMINISTRATION.......................................................     10

   5.1.  ADMINISTRATION.........................................................     10
   5.2.  ECM INVESTMENT COMMITTEE...............................................     10
      5.2.1.  Appointment.......................................................     10
      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................................................     11
      5.3.1.  Appointment.......................................................     11
      5.3.2.  Organization......................................................     11
      5.3.3.  Authority.........................................................     11
      5.3.4.  Exercise of Authority.............................................     11
      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
   6.3.  DELEGATION BY AFFILIATED EMPLOYERS.....................................     12

SECTION 7  GENERAL PROVISIONS...................................................     12

   7.1.  CONTRACTUAL RIGHT TO BENEFITS..........................................     12
   7.2.  BENEFITS NOT TRANSFERABLE..............................................     12
   7.3.  WITHHOLDING TAXES......................................................     12
   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 GROWTH
                           DEFERRED COMPENSATION PLAN
             (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)

                                    SECTION 1

                                  INTRODUCTION

1.1. ESTABLISHMENT. The Company originally adopted this Plan on September 26,
1996, and the Employers hereby amend and restate the Plan in this document
effective September 30, 1998.

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 Employers 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 for a specific Plan Year.

         1.3.2. 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 Accounts in the event of the
Participant's death prior to full payment thereof.

         1.3.3. CODE -- the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         1.3.4. COMPANY -- U.S. Bancorp Piper Jaffray Inc. (formerly known as
Piper Jaffray Inc.), a Delaware corporation.

         1.3.5. 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.

         1.3.6. 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.

         1.3.7. 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.

         1.3.8. EMPLOYER -- the Company or Piper Jaffray Ventures Inc.,
whichever employs the Participant at the end of the Plan Year for which he/she
is granted a deferred bonus award under the rules of Section 2 of the Plan
Statement.

<PAGE>

         1.3.9. ERISA -- the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

         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. MANAGEMENT COMMITTEE -- the "Management Committee" of the
Company, as such committee may be constituted from time to time.

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

         1.3.13. OLD ACCOUNT -- an Account established under the Plan with
respect to a fiscal year of the Company ending before October 1, 1997.

         1.3.14. PARTICIPANT -- an employee of an Employer who becomes a
Participant in the Plan for a specific Plan Year under the rules of Section 2 of
the Plan Statement.

         1.3.15 PLAN -- the unfunded deferred compensation plan established and
maintained by the Employers for the benefit of the employees who are key
contributors to the success of their Equity Capital Markets business. (As used
herein, "Plan" refers to the legal entity maintained by the Employers 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 Growth Deferred Compensation Plan."

         1.3.16. PLAN STATEMENT -- this amended and restated document entitled
"U.S. Bancorp Piper Jaffray Inc. Second Century Growth Deferred Compensation
Plan (As Amended and Restated Effective September 30, 1998)," as the same may be
amended from time to time. This Plan Statement is effective September 30, 1998,
for all Accounts maintained under the Plan, including Accounts established
before that date.

         1.3.17. PLAN YEAR -- the calendar year. However, the following special
rules apply:

         (a)      The period that begins October 1, 1997, and ends December 31,
                  1998, shall be a single Plan Year.

         (b)      For all Old Accounts the Plan Year shall be the twelve
                  consecutive month period that begins each October 1 and ends
                  the following September 30.

1.4. RULES OF INTERPRETATION. The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees, within the meaning
of ERISA section 301(a)(3). The administration of the Plan and the
interpretation of the Plan Statement shall be consistent with that intent.
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; the
masculine may include the feminine; 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

                                      -2-
<PAGE>

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. At the end of each Plan Year, the Participants
for that year shall be selected and their deferred bonus awards shall be
determined as follows:

         (a)      The Director of Equity Capital Markets shall be eligible to
                  participate in the Plan for that year and the President of the
                  Company, in his/her sole discretion, shall determine the
                  deferred bonus award for the Director of Equity Capital
                  Markets.

         (b)      The ECM Operating Committee, in its sole discretion, shall
                  select the Equity Capital Markets employees eligible to
                  participate in the Plan for that year and shall determine the
                  deferred bonus award for each such employee. To be eligible
                  for selection, an Equity Capital Markets employee must be (i)
                  a key contributor to the success of the Equity Capital Markets
                  business of the Employers, (ii) a highly compensated employee
                  within the meaning of Code section 414(q), and (iii) a
                  management or highly compensated employee within the meaning
                  of ERISA section 301(a)(3).

2.2. NOTIFICATION. The Employer shall provide each individual so selected with
(i) written notification of his/her selection and deferred bonus award, (ii) the
required enrollment forms, and (iii) either a copy of the Plan Statement or
written notification that such a copy is available upon request.

2.3. ENROLLMENT. Participation in the Plan is voluntary for each individual so
selected, but the Employer shall not provide a cash bonus or other remuneration
in lieu of such participation. To become a Participant, the individual must
enroll by signing and returning a participation agreement as prescribed by the
Employer.

                                    SECTION 3

                                    ACCOUNTS

3.1. ACCOUNTS. The Employer shall establish and maintain a separate Account for
each of its Participants for each Plan Year that he/she enrolls as a
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-
<PAGE>

         3.2.1. BONUS CREDIT. As of the last day of the Plan Year for which the
Participant enrolls, the Account shall be credited with the amount of his/her
deferred bonus award for that year, as determined under Section 2.1 of the Plan
Statement.

         3.2.2. INTEREST CREDIT. Commencing as of the first day of the Plan Year
immediately following the Plan Year for which the Participant enrolls, 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 first day of the Plan
Year immediately following the Plan Year for which the Participant enrolls, 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 Employers to be the Measuring Investments
for determining the value of all Participants' Accounts maintained for a
specific Plan Year. For this purpose, it shall be deemed that the Account
balances of all the Participants for that year 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 Employer as an investor.
Each Participant shall be deemed to have a pro rata share (based on the ratio of
his/her Account balance for that year to the Account balances of all
Participants for that year) 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.

3.4. 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 first day of the Plan
Year immediately following the Plan Year for which the Participant enrolls, 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.

                                      -4-
<PAGE>

                                    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 Employer
shall pay each Participant whose Account is deemed to be invested in that
Measuring Investment 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. THREE-YEAR WAITING PERIOD. Notwithstanding any other provision of this Plan
Statement, no benefit payment shall be made to any Participant until the end of
the third (3rd) Plan Year following the Plan Year for which his/her Account is
established. If a Liquidity Event occurs during this three-year period, 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 three-year period;

         (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 three-year period, 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 three-year period.

4.3. FORFEITURE OF BENEFITS UPON COMPETITION. If a Participant's employment with
the Employers shall be terminated (whether voluntarily or involuntarily), and at
any time thereafter such Participant shall become Involved (as defined below)
with a Competitor (as defined below), then such Participant shall immediately
forfeit forever all rights to benefits with respect to all Accounts (other than
Old Accounts) then maintained for such Participant. For purposes of this Section
4.3:

         (a)      The term "Involved" shall mean any participation with or
                  involvement in as an employee, partner, shareholder (except as
                  a 5% or less shareholder of a public corporation), creditor,
                  director, officer, principal, agent, consultant, or in any
                  other relationship or capacity; and

         (b)      The term "Competitor" shall mean any person, partnership,
                  corporation or other entity engaged in any business which
                  competes with the Equity Capital Markets business of the
                  Employers in sales, trading, corporate finance or research;

                                      -5-
<PAGE>

in each case as determined by the ECM Operating Committee, in its sole
discretion.

         4.3.1. EXCEPTION FOR OLD ACCOUNTS. Old Accounts are not subject to
forfeiture under Section 4.3.

         4.3.2. 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 Employers due to a business decision to discontinue
operations in a particular geographic location or in a particular market niche.

         4.3.3. 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 51% of the
                           outstanding voting stock of the Employer;

                  (ii)     The shareholders of the Employer approve a definitive
                           agreement or plan to sell or otherwise dispose of all
                           or substantially all of the assets of the Employer
                           (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 Employer 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:

                  (i)      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,

                                      -6-
<PAGE>

                           (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 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, as of September 30, 1998, 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,
                           merger, consolidation or exchange beneficially own,
                           directly or indirectly, more than 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 60% of, respectively, the then outstanding
                           shares of common stock of such corporation and the
                           combined voting power of the then outstanding voting

                                      -7-
<PAGE>

                           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 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 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 BENEFITS UPON GROSS MISCONDUCT. If a Participant commits any
act of Gross Misconduct (as defined below) then such Participant shall
immediately forfeit forever all rights to benefits with respect to all Accounts
then maintained for such Participant. During the resolution of a charge of Gross
Misconduct, the Accounts shall be maintained for such Participant, but no
benefit payments shall be made with respect to such Accounts.

For purposes of this Section 4.4, the term "Gross Misconduct" shall mean any one
or more of the following:

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

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

in each case as determined by the ECM Operating Committee, in its sole
discretion.

4.5. NO REALLOCATION OF FORFEITED AMOUNTS. Any Account balance forfeited under
Sections 4.3 and 4.4 above shall revert to the Employer 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 any one or more Accounts at his/her death, the Employer shall pay the
Beneficiary of the deceased Participant a benefit

                                      -8-
<PAGE>

equal to the remaining value of those Accounts 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 balances 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. Each such designation, change or
revocation shall apply to all the Accounts maintained for the Participant under
the Plan.

         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 balances, 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.

         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

                                      -9-
<PAGE>

                  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 Board
of Directors, the Management Committee, the President or the Director of Equity
Capital Markets of the Company by this Plan Statement, the Plan shall be
administered by the Employers 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.

         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 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 an Employer or a Participant, he/she
shall have no authority as such

                                      -10-
<PAGE>

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, 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 an Employer 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 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 Employers 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
Board of Directors or its Management Committee, provided that, no amendment
shall be effective to reduce or divest benefits payable with respect to any
Account of any Participant without his/her consent.

                                      -11-
<PAGE>

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

6.3. DELEGATION BY AFFILIATED EMPLOYERS. Each Employer that adopts the Plan, as
a condition of its continued participation in the Plan, delegates to the Company
the sole power and authority over all Plan matters, except that the Board of
Directors of each adopting Employer shall have the power to amend this Plan
Statement as applied to it by establishing a successor plan and to terminate the
Plan as applied to it.

                                    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
his/her Employer 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 any 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 each 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 Employer and/or any other entity
controlling, controlled by, or under common control with the Employer.

7.3. WITHHOLDING TAXES. The Employer 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 Employer.
The Plan shall not replace any contract of employment, whether oral or written,
between the Employer 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 Employer.
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 Employer,
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 Employer, and the
Beneficiaries, personal representatives and heirs of the Participant.

                                      -12-
<PAGE>

         IN WITNESS WHEREOF, the Employers have caused this Plan Statement to be
executed by their duly authorized officers as of the 30th day of December, 1998.

                               U.S. BANCORP PIPER JAFFRAY INC.

                               By /s/ Addison L. Piper
                                  ---------------------------------------------
                                    Its Chairman
                                        ---------------------------------------

                               And  /s/ Andrew S. Duff
                                    -------------------------------------------
                                    Its Chief Executive Officer
                                        ---------------------------------------

                               PIPER JAFFRAY VENTURES INC.

                               By /s/ Addison L. Piper
                                  ---------------------------------------------
                                    Its
                                         --------------------------------------

                               And /s/ Paul Karos
                                   --------------------------------------------
                                    Its
                                         --------------------------------------

                                      -13-