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                                   COMPOSITE COPY
                        As Amended Through January 19, 2000


                                    U.S. BANCORP
                          SPECIAL EXECUTIVE DEFERRAL PLAN

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                                    U.S. BANCORP
                          SPECIAL EXECUTIVE DEFERRAL PLAN

                                 TABLE OF CONTENTS
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                                                                           PAGE
<S>         <C>                                                            <C>
SECTION 1.  INTRODUCTION..................................................  1

            1.1.    Statement of Plan
            1.2.    Definitions
                    1.2.1.    Account
                    1.2.2.    Affiliate
                    1.2.3.    Annual Valuation Date
                    1.2.4.    Beneficiary
                    1.2.5.    Change in Control
                    1.2.6.    Earliest Retirement Age
                    1.2.7.    Effective Date
                    1.2.8.    EIP
                    1.2.9.    Employer
                    1.2.10.   Event of Maturity
                    1.2.11.   Normal Retirement Age
                    1.2.12.   Participant
                    1.2.13.   Plan
                    1.2.14.   Plan Statement
                    1.2.15.   Plan Year
                    1.2.16.   Principal Sponsor
                    1.2.17.   Termination of Employment
                    1.2.18.   USB
                    1.2.19.   Valuation Date
                    1.2.20.   Service
            1.3.    Rules of Interpretation

SECTION 2.  PARTICIPATION.................................................  4

            2.1.    Participation
            2.2.    Enrollment
            2.3.    Specific Exclusion

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SECTION 3.  ADJUSTMENT OF ACCOUNTS........................................  5

            3.1.    Establishment of Accounts
            3.2.    Adjustments of Accounts
                    3.2.1.    Intermediate Distributions Subtraction
                    3.2.2.    Investment Addition
                    3.2.3.    Deferral Addition
                    3.2.4.    Final Distributions Subtraction

SECTION 4.  VESTING OF ACCOUNT............................................  6

SECTION 5.  MATURITY......................................................  6

            5.1.    Events of Maturity
            5.2.    Effect of Maturity upon Further Participation in Plan

SECTION 6.  DISTRIBUTION..................................................  7

            6.1.    Form of Distribution
                    6.1.1.    Form of Distribution
                    6.1.2.    Time of Payment
                    6.1.3.    Installment Amounts
                    6.1.4.    Default
            6.2.    Previously Scheduled Distribution
                    6.2.1.    Enrolling for the Distribution
                    6.2.2.    Scheduled Distribution
            6.3.    Hardship Distributions
                    6.3.1.    When Available
                    6.3.2.    Purposes
                    6.3.3.    Limitations
                    6.3.4.    Forfeiture
            6.4.    Change in Control Distributions
                    6.4.1.    When Available
                    6.4.2.    Limitations
                    6.4.3.    Forfeiture
            6.5.    Acceleration of Annual Installments
                    6.5.1.    When Available
                    6.5.2.    Forfeiture
            6.6.    Designation of Beneficiaries
                    6.6.1.    Right to Designate
                    6.6.2.    Failure of Designation
                    6.6.3.    Disclaimers by Beneficiaries
                    6.6.4.    Definitions

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                    6.6.5.    Special Rules
                    6.6.6.    No Spousal Rights
            6.7.    Death Prior to Full Distribution
            6.8.    Facility of Payment

SECTION 7.  FUNDING OF PLAN............................................... 14

            7.1.    Unfunded Agreement
            7.2.    Spendthrift Provision

SECTION 8.  AMENDMENT AND TERMINATION..................................... 15

SECTION 9.  DETERMINATIONS -- RULES AND REGULATIONS....................... 15

            9.1.    Determinations
            9.2.    Rules and Regulations
            9.3.    Method of Executing Instruments
            9.4.    Claims Procedure
                    9.4.1.    Original Claim
                    9.4.2.    Claims Review Procedure
                    9.4.3.    General Rules
            9.5.    Information Furnished by Participants

SECTION 10. PLAN ADMINISTRATION........................................... 17

            10.1.   Employer
                    10.1.1.   Officers
                    10.1.2.   Chief Executive Officer
                    10.1.3.   Board of Directors
            10.2.   Conflict of Interest
            10.3.   Administrator
            10.4.   Service of Process

SECTION 11. DISCLAIMERS................................................... 18

            11.1.   Term of Employment
            11.2.   Source of Payment
            11.3.   Delegation

APPENDIX A -- CHANGE IN CONTROL DEFINITIONS............................... A-1
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                                     -iii-

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                                    U.S. BANCORP
                          SPECIAL EXECUTIVE DEFERRAL PLAN


                                     SECTION 1

                                    INTRODUCTION

1.1.    STATEMENT OF PLAN.  Effective November 1, 1997, U.S. BANCORP, a
Delaware corporation (hereinafter sometimes referred to as "Principal
Sponsor")  hereby creates a nonqualified, unfunded, elective deferral plan
for the purpose of allowing a select group of management and highly
compensated employees of the Principal Sponsor and other Employers to defer
the receipt of compensation which would otherwise be paid to those employees,
in order to offset the effect of direct dividend payments made to those
employees pursuant to the U.S. Bancorp Employee Investment Plan.

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

        1.2.1.  ACCOUNT -- the separate bookkeeping account representing the
unfunded and unsecured general obligation of the Principal Sponsor
established with respect to each Participant to which is credited the dollar
amounts specified in Section 3 and from which are subtracted payments and
forfeitures made pursuant to Section 6.  To the extent necessary to
accommodate and effect the distribution elections made by Participants
pursuant to Section 2, separate bookkeeping sub-accounts shall be established
with respect to each of the several annual deferral elections made by
Participants.

        1.2.2.  AFFILIATE -- a business entity which is affiliated in
ownership with the Principal Sponsor or an Employer and is recognized as an
Affiliate by the Principal Sponsor for the purposes of this Plan.

        1.2.3.  ANNUAL VALUATION DATE -- each December 31.

        1.2.4.  BENEFICIARY -- a person designated by a Participant (or
automatically by operation of this Plan Statement) to receive all or a part
of the Participant's Account in the event of the Participant's death prior to
full distribution thereof.  A person so designated shall not be considered a
Beneficiary until the death of the Participant.

        1.2.5.  CHANGE IN CONTROL -- The definition of Change in Control, as
well as certain other definitions relating to Change in Control used herein,
appear in Appendix A to this Plan Statement.

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        1.2.6.  EARLIEST RETIREMENT AGE -- the earlier of:

                 (i)    the earliest date that a Participant who is at least age
                        fifty-five (55) years has a sum of his or her age (in
                        whole years) and Service (also in whole years) that
                        equals at least sixty-five (65), or

                (ii)    the date a Participant attains Normal Retirement Age.

        1.2.7.  EFFECTIVE DATE -- November 1, 1997.

        1.2.8.  EIP -- the U.S. BANCORP EMPLOYEE INVESTMENT PLAN, or any
similar successor plan.

        1.2.9.  EMPLOYER -- the Principal Sponsor and any business entity
affiliated with the Principal Sponsor that employs persons who are designated
for participation in this Plan.

        1.2.10. EVENT OF MATURITY -- any of the occurrences described in
Section 5 by reason of which a Participant or Beneficiary may become entitled
to a distribution from the Plan.

        1.2.11. NORMAL RETIREMENT AGE -- the last day of the calendar month
in which a Participant attains age sixty-five (65) years.

        1.2.12. PARTICIPANT -- an employee of the Employer who is identified
in Appendix B and elects to participate in accordance with the terms of this
Plan and becomes a Participant in the Plan in accordance with the provisions
of Section 2.  An employee shall not be eligible to become a Participant
unless the employee is a member of a select group of management or highly
compensated employees.  No employee is presumed or automatically eligible to
participate in this Plan.  An employee who has become a Participant shall be
considered to continue as a Participant in the Plan until the date of the
Participant's death or, if earlier, the date when the Participant is no
longer employed by an Employer or an Affiliate and upon which the Participant
no longer has any Account under the Plan (that is, the Participant has
received a distribution of all of the Participant's Account).

        1.2.13. PLAN -- the nonqualified, income deferral program maintained
by the Principal Sponsor established for the benefit of Participants eligible
to participate therein, as set forth in this Plan Statement.  (As used
herein, "Plan" does not refer to the documents pursuant to which the Plan is
maintained. Those documents are referred to herein as the "Plan Statement").
The Plan shall be referred to as the "U.S. BANCORP SPECIAL EXECUTIVE DEFERRAL
PLAN."

        1.2.14. PLAN STATEMENT -- this document entitled "U.S. BANCORP
SPECIAL EXECUTIVE DEFERRAL PLAN" as adopted by the Compensation and Human
Resources Committee of the Board of Directors of U.S. BANCORP effective as of
November 1, 1997, as the same may be amended from time to time thereafter.

                                      -2-

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        1.2.15. PLAN YEAR -- the twelve (12) consecutive month period ending on
any Annual Valuation Date.

        1.2.16. PRINCIPAL SPONSOR -- U.S. BANCORP, a Delaware corporation.

        1.2.17. TERMINATION OF EMPLOYMENT -- a complete severance of an
employee's employment relationship with the Employer and all Affiliates, if
any, for any reason other than the employee's death.  A transfer from
employment with the Employer to employment with an Affiliate of the Employer
shall not constitute a Termination of Employment.  If an Employer who is an
Affiliate ceases to be an Affiliate because of a sale of substantially all
the stock or assets of the Employer, then Participants who are employed by
that Employer and who cease to be employed by the Principal Sponsor or an
Employer on account of the sale of substantially all the stock or assets of
the Employer shall be deemed to have thereby had a Termination of Employment
for the purpose of commencing distributions from this Plan.

        1.2.18. USB -- U.S. BANCORP, a Delaware corporation, or any successor
thereto.

        1.2.19. VALUATION DATE -- the last day of each calendar month of the
Plan Year.

        1.2.20. SERVICE -- a measure of an employee's service with the
Employer and all Affiliates (stated as a number of years) which is equal to
the number of years of service credited to the employee for the purpose of
determining the nonforfeitable portion of the employee's benefit under the
rules of the tax-qualified defined benefit pension plan in which the employee
participates as those rules may exist at the time the Participant's Service
is being determined.

1.3.    RULES OF INTERPRETATION.  An individual shall be considered to have
attained a given age on such individual's birthday for that age (and not on
the day before).  Individuals born on February 29 in a leap year shall be
considered to have their birthdays on February 28 in each year that is not a
leap year. Notwithstanding any other provision of this Plan Statement or any
election or designation made under the Plan, any individual who feloniously
and intentionally kills a Participant or Beneficiary shall be deemed for all
purposes of this Plan and all elections and designations made under this Plan
to have died before such Participant or Beneficiary.  A final judgment of
conviction of felonious and intentional killing is conclusive for the
purposes of this section.  In the absence of a conviction of felonious and
intentional killing, the Principal Sponsor shall determine whether the
killing was felonious and intentional for the purposes of this section.
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 this 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.  This Plan Statement shall be
construed and this Plan shall be administered to

                                      -3-

<PAGE>

create an unfunded plan providing deferred compensation to a select group of
management or highly compensated employees so that it is exempt from the
requirements of Parts 2, 3 and 4 of Title I of ERISA and qualifies for a form
of simplified, alternative compliance with the reporting and disclosure
requirements of Part 1 of Title I of ERISA.  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 document has been executed and delivered in the State of
MINNESOTA and has been drawn in conformity to the laws of that State and
shall be construed and enforced in accordance with the laws of the State of
MINNESOTA to the extent not preempted by ERISA.

                                     SECTION 2

                                   PARTICIPATION

2.1.    PARTICIPATION.  Each employee of the Employer identified in Appendix
B to this Plan Statement shall be a participant in the Plan as of November 1,
1997, provided the employee has enrolled as a Participant prior to that date.

2.2.    ENROLLMENT.  Prior to November 1, 1997, an employee who is identified
in Appendix B to this Plan Statement may enroll for the period commencing
November 1, 1997 and ending December 31, 1997 (the "Enrollment Period").  No
subsequent enrollments shall be permitted.  Each such enrollment:

        (a)     Shall be irrevocable once it has been received by the Principal
                Sponsor.

        (b)     Shall designate the amount or portion of the Participant's base
                compensation which is earned during the Enrollment Period
                (without regard to whether it would be paid during that or a
                subsequent Plan Year)  which shall not be paid to the
                Participant but instead shall be accumulated in this Plan under
                Section 3 and distributed from this Plan under Section 6.  The
                amount or portion of the base compensation that can be
                designated may not exceed the dividends paid to the Participant
                during 1997 pursuant to Section 8.7 of the EIP.  The amount or
                portion of the base compensation that can be designated also
                shall not exceed one hundred percent (100%) of the Participant's
                base compensation during the Enrollment Period less all
                previously authorized non-tax deductions.

        (c)     Shall specify the form in which distribution of the Account
                shall be made under Section 6 upon the occurrence of an Event of
                Maturity (and if such designation is not clearly made to the
                contrary shall be deemed to have been an election of a single
                lump sum distribution).

                                      -4-

<PAGE>

        (d)     Shall specify whether and what amount of the Account shall be
                distributed before an Event of Maturity in accordance with
                Section 6.2.

        (e)     Shall be made upon forms furnished by the Principal Sponsor and
                shall conform to such other procedural and substantive rules as
                the Principal Sponsor shall make.

2.3.    SPECIFIC EXCLUSION.  Notwithstanding anything apparently to the
contrary in this Plan Statement or in any written communication, summary,
resolution or document or oral communication, no individual shall be a
Participant in this Plan, develop benefits under this Plan or be entitled to
receive benefits under this Plan (either for himself or herself or his or her
survivors) unless such individual is a member of a select group of management
or highly compensated employees (as that expression is used in ERISA).  If a
court of competent jurisdiction, any representative of the U.S. Department of
Labor or any other governmental, regulatory or similar body makes any direct
or indirect, formal or informal, determination that an individual is not a
member of a select group of management or highly compensated employees (as
that expression is used in ERISA), such individual shall not be (and shall
not have ever been) a Participant in this Plan at any time. If any person not
so defined has been erroneously treated as a  Participant in this Plan, upon
discovery of such error such person's erroneous participation shall
immediately terminate AB INITIO and the Employer shall distribute the
individual's Account immediately.

                                     SECTION 3

                               ADJUSTMENT OF ACCOUNTS

3.1.    ESTABLISHMENT OF ACCOUNTS.  There shall be established for each
Participant an unfunded bookkeeping Account which shall be adjusted each
Valuation Date.

3.2.    ADJUSTMENTS OF ACCOUNTS.  As of each Valuation Date (the "current
Valuation Date"), the value of each Account determined as of the immediately
preceding Valuation Date (the "initial Account value") shall be increased (or
decreased) by the following adjustments made in the following sequence:

        3.2.1.  INTERMEDIATE DISTRIBUTIONS SUBTRACTION.  The initial Account
value shall be reduced by the total amount distributed in fact to (or with
respect to) the Participant (or forfeited in connection with a distribution)
from such Account as of a date subsequent to the immediately preceding
Valuation Date but prior to the current Valuation Date.

        3.2.2.  INVESTMENT ADDITION.  The initial Account value (as adjusted
above) shall be increased by interest.

                                      -5-

<PAGE>

        (a)     The rate shall be determined from time to time by the Principal
                Sponsor.  Except as provided in Section 8, the rate may be
                changed by the Principal Sponsor by amendment of the Plan
                Statement without notice to or the consent of any Participant,
                former Participant or any Beneficiary.

        (b)     Beginning November 1, 1997, the rate for each month in a Plan
                Year shall be equal to the monthly equivalent of one hundred
                percent (100%) of the 120 month rolling average of the 10-year
                Treasury Note determined as of September 30 of the preceding
                Plan Year.

        (c)     This rate shall be uniform for all Participants for the same
                Valuation Date but may change from Valuation Date to Valuation
                Date.

        3.2.3.  DEFERRAL ADDITION.  The initial Account value (as adjusted
above) shall be increased by the total amount of compensation, if any, which
would have been paid to the Participant  as of a date subsequent to the
immediately preceding Valuation Date but prior to or coincident with the
current Valuation Date but for the enrollment agreement signed by the
Participant pursuant to Section 2.  No increases shall be made pursuant to
this Section 3.2.3 for amounts paid as of a date after December 31, 1997.

        3.2.4.  FINAL DISTRIBUTIONS SUBTRACTION.  The initial Account value
(as adjusted above) shall be reduced by the total amount distributed in fact
to (or with respect to) the Participant (or forfeited in connection with a
distribution) from such Account as of the current Valuation Date.

                                  SECTION 4

                              VESTING OF ACCOUNT

Except as provided in Section 6.2 and Section 6.4 (relating to the forfeiture
for hardship or  Change in Control distributions) and Section 8 (relating to
the ability to amend the Plan Statement and terminate the Plan), the Account
of each Participant shall be fully (100%) vested and nonforfeitable at all
times.

                                   SECTION 5

                                   MATURITY

5.1.    EVENTS OF MATURITY.  A Participant's Account shall mature and shall
become distributable in accordance with Section 6 upon the earliest
occurrence of any of the following events while in the employment of the
Employer or an Affiliate:

                                      -6-

<PAGE>

        (a)     his or her death, or

        (b)     his or her Termination of Employment from the Employer, or

        (c)     termination of the Plan;

provided, however, that a transfer of employment to an Affiliate that is not
an Employer shall not constitute an Event of Maturity.

5.2.    EFFECT OF MATURITY UPON FURTHER PARTICIPATION IN PLAN.  On the
occurrence of an Event of Maturity, a Participant shall cease to have any
interest in the Plan other than the right to receive payment of his or her
Account as provided in Section 6 hereof, adjusted from time to time as
provided in Section 3.

                                     SECTION 6

                                    DISTRIBUTION

6.1.    FORM OF DISTRIBUTION.  Upon the occurrence of an Event of Maturity
effective as to a Participant, the Principal Sponsor shall commence payment
of such Participant's Account (reduced by the amount of any applicable
payroll, withholding and other taxes) in the form designated by the
Participant in his or her enrollment.  A Participant shall not be required to
make application to receive payment.  Distribution shall not be made to any
Beneficiary, however, until such Beneficiary shall have filed a written
application for benefits in a form acceptable to the Principal Sponsor and
such application shall have been approved by the Principal Sponsor.

        6.1.1.  FORM OF DISTRIBUTION.  Distribution shall be made in
whichever of the following forms as the Participant shall have designated in
writing at the time of his or her enrollment (to the extent that such
election is consistent with the rules of this Plan Statement):

        (a)     TERM CERTAIN INSTALLMENTS TO PARTICIPANT.  If the Distributee is
                a Participant, the Account at the Termination of Employment is
                at least Twenty Thousand Dollars ($20,000) and the Participant
                had attained Earliest Retirement Age at the Termination of
                Employment, in a series of annual installments payable over
                fifteen (15) years.

        (b)     CONTINUED TERM CERTAIN INSTALLMENTS TO BENEFICIARY.  If the
                Distributee is a Beneficiary of a deceased Participant and
                distribution had commenced to the deceased Participant before
                his or her death over a fifteen (15)  year period as specified
                in paragraph (a) above, in a series of annual installments
                payable over the remainder of the fifteen (15) year period.

                                      -7-

<PAGE>

        (c)     LUMP SUM.  If the Distributee is a Participant, in a single lump
                sum.  If the Distributee is a Beneficiary of a deceased
                Participant and distribution had not commenced to the deceased
                Participant before his or her death, in a single lump sum
                payment.

        6.1.2.  TIME OF PAYMENT.  Payment shall be made or commenced to a
Participant in accordance with the following rules:

        (a)     RETIREMENT.  If the Participant's Termination of Employment is
                on a date on or after the Participant's Earliest Retirement Age,
                payment shall be made or commenced as of the Annual Valuation
                Date coincident with or immediately following the Participant's
                Termination of Employment and shall be made or commenced as soon
                as practicable after such Annual Valuation Date.

        (b)     DEATH.  If the payment is made or commenced on account of the
                Participant's death, payment shall be made or commenced as of
                the Annual Valuation Date coincident with or immediately
                following the Participant's Termination of Employment and shall
                be made or commenced as soon as practicable after such Annual
                Valuation Date.

        (c)     OTHER.  In all other cases, payment to the Participant shall be
                made as of the second Valuation Date subsequent to the
                Participant's Termination of Employment and shall be made as
                soon as practicable after such second Valuation Date.

        (d)     CODE SECTION 162(m) DELAY.  If the Principal Sponsor determines
                that delaying the time of the initial payments are made or
                commenced would increase the probability that such payments
                would be fully deductible for federal or state income tax
                purposes, the Principal Sponsor may unilaterally delay the time
                of the making or commencement of payments for up to twenty-four
                (24) months after the date such payments would otherwise be
                payable.

        6.1.3.  INSTALLMENT AMOUNTS.  The amount of the annual installments
shall be  determined by dividing the amount of the Account as of the Annual
Valuation Date as of which the installment is being paid by the number of
remaining installment payments to be made (including the payment being
determined).

        6.1.4.  DEFAULT.  If for any reason a Participant shall have failed
to make a timely written designation of form for distribution (including
reasons entirely beyond the control of the Participant), the distribution
shall be made in a single lump sum.  No spouse, former spouse, Beneficiary or
other person shall have any right to participate in the Participant's
selection of a form of benefit.

                                      -8-

<PAGE>

6.2.    PREVIOUSLY SCHEDULED DISTRIBUTION.

        6.2.1.  ENROLLING FOR THE DISTRIBUTION.  At the time of enrollment,
each enrolling Participant shall have the opportunity to elect to cause the
Plan to make a scheduled distribution to the Participant from the Account of
a fixed dollar amount or percentage of Account (not less than $2,000) as of
an Annual Valuation Date designated by the Participant in the enrollment
which distribution shall be made as soon as practicable after such Annual
Valuation Date.

        6.2.2.  SCHEDULED DISTRIBUTION.  As of the Annual Valuation Date
designated by the Participant in his or her enrollment, there shall be
distributed from the Account to the Participant such amount as the
Participant shall have elected to receive from the Account when the
Participant enrolled. Notwithstanding the dollar amount designated by the
Participant in his or her enrollment, if a scheduled distribution is required
as of an Annual Valuation Date and the value of the portion of the Account
that is attributable to the Participant's deferrals on such Annual Valuation
Date is less than Five Thousand Dollars ($5,000) the entire Account
attributable to that Participant's deferrals shall be distributed.  In no
event shall such scheduled distributions occur after the death of the
Participant or after any other Event of Maturity with respect to the
Participant.  In no event shall such scheduled distributions made pursuant to
an enrollment for a Plan Year exceed the Account attributable to that Plan
Year.

6.3.    HARDSHIP DISTRIBUTIONS.

        6.3.1.  WHEN AVAILABLE.  A Participant may receive a hardship
distribution from his or her Account if the Principal Sponsor determines that
such hardship distribution is for a purpose described in Section 6.3.2 and
the conditions in Section 6.3.3 and Section 6.3.4 have been fulfilled.  To
receive such a distribution, the Participant must file a written hardship
distribution application with the Principal Sponsor and furnish such
documentation as the Principal Sponsor may require.  In the application, the
Participant shall specify the basis for the distribution and the dollar
amount to be distributed. If such hardship distribution is approved by the
Principal Sponsor, distribution shall be made as of the Valuation Date
coincident with or next following the approval of a completed application by
the Principal Sponsor and such hardship distribution shall be made in a lump
sum cash payment as soon as administratively feasible after such Valuation
Date.

        6.3.2.  PURPOSES.  Hardship distributions shall be allowed under
Section 6.3.1 only if the Participant establishes that the hardship
distribution is to be made on account of an immediate and heavy financial
need of the Participant for which the Participant does not have other
available resources.

        6.3.3.  LIMITATIONS.  The amount of the hardship distribution shall
not exceed the amount of the Participant's proven immediate and heavy
financial need.  A hardship distribution shall not be made after the death of
the Participant or after the occurrence of any other Event of Maturity.  The
amount of approved hardship distribution (and the forfeiture described below)
shall not exceed the value of the Account.

                                      -9-

<PAGE>

        6.3.4.  FORFEITURE.  Upon the approval of a hardship distribution,
there shall be irrevocably forfeited from the Account of the Participant an
amount equal to ten percent (10%) of the amount approved for distribution.

6.4.    CHANGE IN CONTROL DISTRIBUTIONS.

        6.4.1.  WHEN AVAILABLE.  A Participant or Beneficiary may receive a
distribution of his or her entire Account (after reduction for the forfeiture
described in Section 6.4.3) if a Full Change in Control or a Qualifying
Termination has occurred and the condition in Section 6.4.2 has been
fulfilled (a "Change in Control Distribution").  To receive such a
distribution, the Participant or Beneficiary must file a written distribution
application with the Principal Sponsor.  The Principal Sponsor shall approve
the Change in Control Distribution if such application has been filed and a
Full Change in Control or a Qualifying Termination has occurred.
Distribution of the entire Account (after reduction for the forfeiture
described in Section 6.4.3)  shall be made as of the Valuation Date
coincident with or next following the approval of a completed application by
the Principal Sponsor.  Such distribution shall be made in a lump sum cash
payment as soon as administratively feasible after such Valuation Date.

        6.4.2.  LIMITATIONS.  The amount of approved Change in Control
Distribution (and the forfeiture described below) shall not exceed the value
of the Account.

        6.4.3.  FORFEITURE.  Upon the approval of a Change in Control
Distribution, there shall be irrevocably forfeited from the Account of the
Participant or Beneficiary an amount equal to five percent (5%) of the
Account.

6.5.    ACCELERATION OF ANNUAL INSTALLMENTS.

        6.5.1.  WHEN AVAILABLE.  A Participant or Beneficiary who is
receiving annual installments may receive an accelerated payment of his or
her entire Account (after reduction for the forfeiture described in Section
6.5.2).  To receive such an accelerated payment, the Participant or
Beneficiary must file a written payment application with the Principal
Sponsor.  Payment of the accelerated payment (after reduction for the
forfeiture described in Section 6.5.2)  shall be made as of the Annual
Valuation Date coincident with or next following the approval of a completed
application by the Principal Sponsor. Such accelerated payment shall be made
in a lump sum cash payment as soon as administratively feasible after such
Valuation Date.  The amount of the accelerated payment shall be equal to  the
value of the Account as of such Annual Valuation Date (after reduction for
the forfeiture described below).

        6.5.2.  FORFEITURE.  Upon the approval of an accelerated payment,
there shall be irrevocably forfeited from the Account of the Participant or
Beneficiary an amount equal to ten percent (10%) of the Account.

                                      -10-

<PAGE>

6.6.    DESIGNATION OF BENEFICIARIES.

        6.6.1.  RIGHT TO DESIGNATE.  Each Participant may designate, upon
forms to be furnished by and filed with the Principal Sponsor, one or more
primary Beneficiaries or alternative Beneficiaries to receive all or a
specified part of such Participant's Account in the event of such
Participant's death.  The Participant may change or revoke any such
designation from time to time without notice to or consent from any
Beneficiary.  No such designation, change or revocation shall be effective
unless executed by the Participant and received by the Principal Sponsor
during the Participant's lifetime.

        6.6.2.  FAILURE OF DESIGNATION.  If a Participant:

        (a)     fails to designate a Beneficiary,

        (b)     designates a Beneficiary and thereafter revokes such designation
                without naming another Beneficiary, or

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

such Participant's Account, or the part thereof as to which such
Participant's designation fails, as the case may be, shall be payable to the
first class of the following classes of automatic Beneficiaries with a member
surviving the Participant and (except in the case of surviving issue) in
equal shares if there is more than one member in such class surviving the
Participant:

        Participant's surviving spouse
        Participant's surviving issue per stirpes and not per capita
        Participant's surviving parents
        Participant's surviving brothers and sisters
        Representative of Participant's estate.

        6.6.3.  DISCLAIMERS BY BENEFICIARIES.  A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant's Account may
disclaim an interest therein subject to the following requirements.  To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of the Account at the time such
disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant's death.  Any
disclaimer must be in writing and must be executed personally by the
Beneficiary before a notary public.  A disclaimer shall state that the
Beneficiary's entire interest in the undistributed Account is disclaimed or
shall specify what portion thereof is disclaimed.  To be effective, duplicate
original executed copies of the disclaimer must be both executed and actually
delivered to the Principal Sponsor after the date of the Participant's death
but not later than one hundred eighty (180) days after the date of the
Participant's death.  A disclaimer shall be irrevocable when delivered to the
Principal Sponsor.  A disclaimer shall be considered to be delivered to the

                                      -11-

<PAGE>

Principal Sponsor only when actually received by the Principal Sponsor.  The
Principal Sponsor shall be the sole judge of the content, interpretation and
validity of a purported disclaimer.  Upon the filing of a valid disclaimer,
the Beneficiary shall be considered not to have survived the Participant as
to the interest disclaimed.  A disclaimer by a Beneficiary shall not be
considered to be a transfer of an interest in violation of the provisions of
Section 6 and shall not be considered to be an assignment or alienation of
benefits in violation of federal law prohibiting the assignment or alienation
of benefits under this Plan.  No other form of attempted disclaimer shall be
recognized by the Principal Sponsor.

        6.6.4.  DEFINITIONS.  When used herein and, unless the Participant
has otherwise specified in the Participant's 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 legally
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.

        6.6.5.  SPECIAL RULES.  Unless the Participant has otherwise
specified in the Participant's 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 automatic Beneficiaries specified in Section 6.6.2 and 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 Principal
                Sponsor after the date of the legal termination of the marriage
                between the Participant and such former spouse, and during the
                Participant's lifetime.)

                                      -12-

<PAGE>

        (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 either 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.

A Beneficiary designation is permanently void if it either is executed or is
filed by a Participant who, at the time of such execution or filing, is then
a minor under the law of the state of the Participant's legal residence.  The
Principal Sponsor shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.

        6.6.6.  NO SPOUSAL RIGHTS.  No spouse or surviving spouse of a
Participant and no person designated to be a Beneficiary shall have any
rights or interest in the benefits accumulated under this Plan including, but
not limited to, the right to be the sole Beneficiary or to consent to the
designation of Beneficiaries (or the changing of designated Beneficiaries) by
the Participant.

6.7.    DEATH PRIOR TO FULL DISTRIBUTION.  If, at the death of the
Participant, any payment to the Participant was due or otherwise pending but
not actually paid, the amount of such payment shall be included in the
Account which are payable to the Beneficiary (and shall not be paid to the
Participant's estate).

6.8.    FACILITY OF PAYMENT.  In case of the legal disability, including
minority, of a Participant or Beneficiary entitled to receive any
distribution under the Plan, payment shall be made, if the Principal Sponsor
shall be advised of the existence of such condition:

        (a)     to the duly appointed guardian, conservator or other legal
                representative of such Participant or Beneficiary, or

        (b)     to a person or institution entrusted with the care or
                maintenance of the incompetent or disabled Participant or
                Beneficiary, provided such person or institution has satisfied
                the Principal Sponsor that the payment will be used for the best
                interest and assist in the care of such Participant or
                Beneficiary, and provided further, that no prior claim for said
                payment has been made by a duly appointed guardian, conservator
                or other legal representative of such Participant or
                Beneficiary.

Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of the
Principal Sponsor therefor.

                                      -13-

<PAGE>

                                     SECTION 7

                                  FUNDING OF PLAN

7.1.    UNFUNDED AGREEMENT.  The obligation of the Employer to make payments
under this Plan constitutes only the unsecured (but legally enforceable)
promise of the Employer to make such payments.  The Participant shall have no
lien, prior claim or other security interest in any property of the Employer.
The Employer is not required to establish or maintain any fund, trust or
account (other than a bookkeeping account or reserve) for the purpose of
funding or paying the benefits promised under this Plan.  If such a fund is
established, the property therein shall remain the sole and exclusive
property of the Employer.  The Employer will pay the cost of this Plan out of
its general assets.  All references to accounts, accruals, gains, losses,
income, expenses, payments, custodial funds and the like are included merely
for the purpose of measuring the Employer's obligation to Participants in
this Plan and shall not be construed to impose on the Employer the obligation
to create any separate fund for purposes of this Plan.

If the Employer elects to finance all or a portion of its costs in connection
with this Plan through the purchase of life insurance or other similar
investments, the Participant agrees, as a condition of participation in this
Plan, to cooperate with the Employer in the purchase of such investment to
any extent reasonably required by the Employer and relinquishes any claim he
or she may have either for himself or herself or any beneficiary to the
proceeds of any such investment or any other rights or interests in such
investment.  If a Participant fails or refuses to cooperate, then
notwithstanding any other provision of this Plan Statement (including,
without limiting the generality of the foregoing, Section 4) the Employer
shall distribute the individual's Account immediately and the Participant
shall not be eligible to enroll in the Plan again.

7.2.    SPENDTHRIFT PROVISION.  No Participant or Beneficiary shall have any
interest in any Account which can be transferred nor shall any Participant or
Beneficiary have any power to anticipate, alienate, dispose of, pledge or
encumber the same while in the possession or control of the Employer, nor
shall the Employer recognize any assignment thereof, either in whole or in
part, nor shall any Account be subject to attachment, garnishment, execution
following judgment or other legal process while in the possession or control
of the Employer.

The power to designate Beneficiaries to receive the Account of a Participant
in the event of such Participant's death shall not permit or be construed to
permit such power or right to be exercised by the Participant so as thereby
to anticipate, pledge, mortgage or encumber such Participant's Account or any
part thereof, and any attempt of a Participant so to exercise said power in
violation of this provision shall be of no force and effect and shall be
disregarded by the Employer.

This section shall not prevent the Employer from exercising, in its
discretion, any of the applicable powers and options granted to it upon the
occurrence of an Event of Maturity, as such powers may be conferred upon it
by any applicable provision hereof.

                                      -14-

<PAGE>

                                     SECTION 8

                             AMENDMENT AND TERMINATION

The Principal Sponsor reserves the power to amend the Plan Statement or
terminate the Plan prior to a Full Change in Control.  No such amendment of
the Plan Statement or termination of the Plan, however, shall reduce a
Participant's Account earned as of the date of such amendment unless the
Participant so affected consents in writing to the amendment.  After a Full
Change in Control, the Plan cannot be amended or terminated (as applied to
Participants who are Participants on the date of the Full Change in Control)
unless:

        (a)     all Accounts of all Participants as of the date of the Full
                Change in Control have been paid, or

        (b)     eighty percent (80%) of all the Participants as of the date of
                the Full Change in Control give written consent to such
                amendment or termination.


                                     SECTION 9

                      DETERMINATIONS -- RULES AND REGULATIONS

9.1.    DETERMINATIONS.  The Principal Sponsor shall make such determinations
as may be required from time to time in the administration of the Plan.  The
Principal Sponsor shall have the discretionary authority and responsibility
to interpret and construe the Plan Statement and to determine all factual and
legal questions under the Plan, including but not limited to the entitlement
of Participants and Beneficiaries, and the amounts of their respective
interests. Each interested party may act and rely upon all information
reported to them hereunder and need not inquire into the accuracy thereof,
nor be charged with any notice to the contrary.

9.2.    RULES AND REGULATIONS.  Any rule not in conflict or at variance with
the provisions hereof may be adopted by the Principal Sponsor.

9.3.    METHOD OF EXECUTING INSTRUMENTS.  Information to be supplied or
written notices to be made or consents to be given by the Principal Sponsor
pursuant to any provision of this Plan Statement may be signed in the name of
the Principal Sponsor by any officer who has been authorized to make such
certification or to give such notices or consents.

9.4.    CLAIMS PROCEDURE.  The claims procedure set forth in this Section 9.4
shall be the exclusive procedure for the disposition of claims for benefits
arising under the Plan until such time as a Full Change in Control occurs.

                                      -15-

<PAGE>

        9.4.1.  ORIGINAL CLAIM.  Any employee, former employee or beneficiary
of such employee or former employee may, if he or she so desires, file with
the Principal Sponsor a written claim for benefits under the Plan.  Within
ninety (90) days after the filing of such a claim, the Principal Sponsor
shall notify the claimant in writing whether the claim is upheld or denied in
whole or in part or shall furnish the claimant a written notice describing
specific special circumstances requiring a specified amount of additional
time (but not more than one hundred eighty days from the date the claim was
filed) to reach a decision on the claim.  If the claim is denied in whole or
in part, the Principal Sponsor shall state in writing:

        (a)     the specific reasons for the denial;

        (b)     the specific references to the pertinent provisions of this Plan
                Statement on which the denial is based;

        (c)     a description of any additional material or information
                necessary for the claimant to perfect the claim and an
                explanation of why such material or information is necessary;
                and

        (d)     an explanation of the claims review procedure set forth in this
                section.

        9.4.2.  CLAIMS REVIEW PROCEDURE.  Within sixty (60) days after
receipt of notice that the claim has been denied in whole or in part, the
claimant may file with the Principal Sponsor a written request for a review
and may, in conjunction therewith, submit written issues and comments.
Within sixty (60) days after the filing of such a request for review, the
Principal Sponsor shall notify the claimant in writing whether, upon review,
the claim was upheld or denied in whole or in part or shall furnish the
claimant a written notice describing specific special circumstances requiring
a specified amount of additional time (but not more than one hundred twenty
days from the date the request for review was filed) to reach a decision on
the request for review.

        9.4.3.  GENERAL RULES.

        (a)     No inquiry or question shall be deemed to be a claim or a
                request for a review of a denied claim unless made in accordance
                with the claims procedure.  The Principal Sponsor may require
                that any claim for benefits and any request for a review of a
                denied claim be filed on forms to be furnished by the Principal
                Sponsor upon request.

        (b)     All decisions on claims and on requests for a review of denied
                claims shall be made by the Principal Sponsor.

        (c)     the Principal Sponsor may, in its discretion, hold one or more
                hearings on a claim or a request for a review of a denied claim.

                                      -16-

<PAGE>

        (d)     A claimant may be represented by a lawyer or other
                representative (at the claimant's own expense), but the
                Principal Sponsor reserves the right to require the claimant to
                furnish written authorization.  A claimant's representative
                shall be entitled to copies of all notices given to the
                claimant.

        (e)     The decision of the Principal Sponsor on a claim and on a
                request for a review of a denied claim shall be served on the
                claimant in writing.  If a decision or notice is not received by
                a claimant within the time specified, the claim or request for a
                review of a denied claim shall be deemed to have been denied.

        (f)     Prior to filing a claim or a request for a review of a denied
                claim, the claimant or his or her representative shall have a
                reasonable opportunity to review a copy of this Plan Statement
                and all other pertinent documents in the possession of the
                Principal Sponsor.

9.5.    INFORMATION FURNISHED BY PARTICIPANTS.  The Principal Sponsor shall
not be liable or responsible for any error in the computation of the Account
of a Participant resulting from any misstatement of fact made by the
Participant, directly or indirectly, to the Principal Sponsor, and used by it
in determining the Participant's Account.  The Principal Sponsor shall not be
obligated or required to increase the Account of such Participant which, on
discovery of the misstatement, is found to be understated as a result of such
misstatement of the Participant.  However, the Account of any Participant
which are overstated by reason of any such misstatement shall be reduced to
the amount appropriate in view of the truth.

                                     SECTION 10

                                PLAN ADMINISTRATION

10.1.   EMPLOYER.

        10.1.1. OFFICERS.  Except as hereinafter provided, functions
generally assigned to the Principal Sponsor shall be discharged by its
officers or delegated and allocated as provided herein.

        10.1.2. CHIEF EXECUTIVE OFFICER.  Except as hereinafter provided, the
Chief Executive Officer of the Principal Sponsor may delegate or redelegate
and allocate and reallocate to one or more persons or to a committee of
persons jointly or severally, and whether or not such persons are directors,
officers or employees, such functions assigned to the Employer generally
hereunder as the Chief Executive Officer may from time to time deem advisable.

        10.1.3. BOARD OF DIRECTORS.  Notwithstanding the foregoing, the
Compensation and Human Resources Committee of the Board of Directors of the
Principal Sponsor shall have the

                                      -17-

<PAGE>

exclusive authority, which may not be delegated, to act for the Principal
Sponsor to amend this Plan Statement, to terminate this Plan, and to
determine eligibility to participate in the Plan under Section 2.

10.2.   CONFLICT OF INTEREST.  If any officer or employee of the Employer, or
any member of the Compensation and Human Resources Committee of the Board of
Directors of the Employer to whom authority has been delegated or redelegated
hereunder shall also be a Participant in the Plan, such Participant shall
have no authority as such officer, employee or member with respect to any
matter specially affecting such Participant's individual interest hereunder
or the interest of a person superior to him or her in the organization (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 officers, employees or members as the case
may be, to the exclusion of such Participant, and such Participant shall act
only in such Participant's individual capacity in connection with any such
matter.

10.3.   ADMINISTRATOR.  U.S. BANCORP shall be the administrator for purposes
of section 3(16)(A) of the Employee Retirement Income Security Act of 1974.

10.4.   SERVICE OF PROCESS.  In the absence of any designation to the
contrary by the Employer, the Secretary of U.S. BANCORP is designated as the
appropriate and exclusive agent for the receipt of service of process
directed to the Plan in any legal proceeding, including arbitration,
involving the Plan.

                                     SECTION 11

                                     DISCLAIMERS

11.1.   TERM OF EMPLOYMENT.  Neither the terms of this Plan Statement nor the
benefits hereunder nor the continuance thereof shall be a term of the
employment of any employee.  The Employer shall not be obliged to continue
the Plan.  The terms of this Plan Statement shall not give any employee the
right to be retained in the employment of the Employer.

11.2.   SOURCE OF PAYMENT.  Neither the Employer nor any of its officers nor
any member of the Compensation and Human Resources Committee of the Board of
Directors in any way secure or guarantee the payment of any benefit or amount
which may become due and payable hereunder to any Participant or to any
Beneficiary or to any creditor of a Participant or a Beneficiary.  Each
Participant, Beneficiary or other person entitled at any time to payments
hereunder shall look solely to the assets of the Employer for such payments
or to the Accounts distributed to any Participant or Beneficiary, as the case
may be, for such payments.  In each case where Accounts shall have been
distributed to a former Participant or a Beneficiary or to the person or any
one of a group of persons entitled jointly to the receipt thereof and which
purports to cover in full the benefit hereunder, such former Participant or
Beneficiary, or such person or persons, as the case may be, shall have no

                                      -18-

<PAGE>

further right or interest in the other assets of the Employer.
Neither the Employer nor any of its officers nor any member of its Board of
Directors shall be under any liability or responsibility for failure to
effect any of the objectives or purposes of the Plan by reason of the
insolvency of the Employer.

11.3.   DELEGATION.  The Employer and its officers and the members of its
Board of Directors shall not be liable for an act or omission of another
person with regard to a responsibility that has been allocated to or
delegated to such other person pursuant to the terms of this Plan Statement
or pursuant to procedures set forth in this Plan Statement.


_________________, 1997                         U.S. BANCORP


                                                By

                                                   Its









                                      -19-

<PAGE>


                                     APPENDIX A

                           CHANGE IN CONTROL DEFINITIONS


                                     SECTION 1

1.1.    ACQUIRING PERSON -- any Person who or which, together with all
Affiliates (CIC) and Associates of such person, is the Beneficial Owner,
directly or indirectly, of securities of USB representing 20% or more of the
combined voting power of USB's then outstanding securities, but shall not
include any Company Entity.

1.2.    AFFILIATE (CIC) -- shall have the meaning ascribed to the term
"Affiliate" in Rule 12b-2 promulgated under the Exchange Act.

1.3.    ASSOCIATE -- shall have the meaning ascribed to such term in Rule
12b-2 promulgated under the Exchange Act.

1.4.    BENEFICIAL OWNER -- shall have the meaning ascribed to such term in
Rule 13d-3 promulgated under the Exchange Act.

1.5.    BOARD OF DIRECTORS -- the board of directors of USB.

1.6.    CHANGE IN CONTROL -- a Full Change in Control or a Partial Change in
Control.

1.7.    COMPANY ENTITY -- USB, any subsidiary of USB or any employee benefit
plan of USB or of any subsidiary of USB or any entity holding shares of the
voting capital stock of USB organized, appointed or established for, or
pursuant to the terms of, any such plan.

1.8.    CONTINUING DIRECTOR -- any person who is a member of the Board of
Directors, while such person is a member of the Board of Directors, who is
not an Acquiring Person or an Affiliate (CIC) or Associate of an Acquiring
Person, or a representative of an Acquiring Person or of any such Affiliate
(CIC) or Associate, and who (x) was a member of the Board of Directors as of
January 19, 2000 or (y) subsequently becomes a member of the Board of
Directors, if such person's initial nomination for election or initial
election to the Board of Directors has been approved in advance by the
Continuing Directors; provided that any director designated by or on behalf
of a Person who has entered into an agreement with USB (or who is
contemplating entering into such an agreement) to effect a consolidation or
merger of USB or a Company Entity, or other reorganization, with or into one
or more entities which are not Company Entities, and any director that serves
in connection with the act of the Board of Directors of increasing the number
of directors and filling vacancies in connection with, or in contemplation
of, any such transaction, shall not be deemed to have received such advance
approval for initial nomination or election, and any such director shall not
be deemed to be a Continuing Director, in each case solely for the purpose of
determining whether the addition

                                      A-1

<PAGE>

of members of the Board of Directors in connection with, or in contemplation
of, such transaction results in a Full Change in Control under clause (b) of
the definition of Full Change in Control.

1.9.    EXCHANGE ACT -- the Securities Exchange Act of 1934, as amended.

1.10.   FULL CHANGE IN CONTROL -- shall mean:

        (a)     the public announcement (which, for purposes of this definition,
                shall include, without limitation, a report filed pursuant to
                Section 13(d) of the Exchange Act) by USB or any Person that a
                Person (other than a Company Entity) has become the Beneficial
                Owner, directly or indirectly, of securities of USB (x)
                representing 20% or more, but not more than 50%, of the combined
                voting power of USB's then outstanding securities unless the
                transaction resulting in such ownership has been approved in
                advance by the Continuing Directors or (y) representing more
                than 50% of the combined voting power of USB's then outstanding
                securities (regardless of any approval by the Continuing
                Directors); or

        (b)     the Continuing Directors cease to constitute a majority of the
                Board of Directors of USB or the Resulting Corporation, except
                as a result of the death, retirement or disability of one or
                more Continuing Directors; or

        (c)     any sale, lease, exchange or other transfer (in one transaction
                or a series of related transactions) of all or substantially all
                of the consolidated assets of USB and its subsidiaries or the
                adoption of any plan of liquidation or dissolution of USB.

NOTWITHSTANDING THE FOREGOING, ANY OF THE FOREGOING EVENTS THAT WOULD
CONSTITUTE A FULL CHANGE IN CONTROL MAY BE DEEMED TO BE A PARTIAL CHANGE IN
CONTROL IN THE SOLE DISCRETION OF THE BOARD OF DIRECTORS AS EVIDENCED BY
ADOPTION OF A RESOLUTION BY A MAJORITY OF A QUORUM OF THE BOARD OF DIRECTORS
AT A DULY HELD MEETING OR BY UNANIMOUS WRITTEN ACTION IN LIEU OF A MEETING,
WHICH DETERMINATION MAY BE MADE AT ANY TIME PRIOR TO THE CHANGE IN CONTROL
OR, IN THE CASE OF SUBPARAGRAPH (a) ABOVE, AT ANY TIME WITHIN 20 DAYS
FOLLOWING THE CHANGE IN CONTROL.

1.11.   PARTIAL CHANGE IN CONTROL -- shall mean:

        (a)     a consolidation or merger of USB or a Company Entity, or other
                reorganization, with or into one or more entities which are not
                Company Entities, as a result of which less than 60% of the
                outstanding voting securities of the Resulting Corporation are,
                or are to be, owned by former shareholders of USB as determined
                immediately prior to consummation of such transaction (excluding
                voting securities of the Resulting Corporation owned, or to be
                owned, by such shareholders by reason of their ownership

                                      A-2

<PAGE>

                prior to such transaction of securities of any entity other
                than USB) and as a result of which the Continuing Directors
                constitute (i) more than 50% of the Board of Directors of the
                Resulting Corporation or (ii) exactly 50% of the Board of
                Directors of the Resulting Corporation if the transaction
                resulting in such event is a Permitted Transaction; or

        (b)     the public announcement (which, for purposes of this definition,
                shall include, without limitation, a report filed pursuant to
                Section 13(d) of the Exchange Act) by USB or any Person that a
                Person (other than a Company Entity) has become the Beneficial
                Owner, directly or indirectly, of securities of USB representing
                20% or more, but not more than 50%, of the combined voting power
                of USB's then outstanding securities if the transaction
                resulting in such ownership has been approved in advance by the
                Continuing Directors; or

        (c)     AN EVENT THAT WOULD HAVE CONSTITUTED A FULL CHANGE IN CONTROL
                BUT WAS DEEMED TO BE A PARTIAL CHANGE IN CONTROL IN ACCORDANCE
                WITH THE DEFINITION OF FULL CHANGE IN CONTROL.

1.12.   PERSON -- shall have the meaning ascribed to such term as such term
is used in Sections 13(d) and 14(d) of the Exchange Act.

1.13.   QUALIFYING TERMINATION -- a termination of employment of a
Participant prior to a Full Change in Control or prior to or following a
Partial Change in Control that results in such Participant becoming entitled
to receive change in control related severance payments pursuant to the terms
of the change in control provisions of an employment contract, an individual
change in control severance agreement, the U.S. Bancorp Senior Management
Change in Control Severance Pay Plan (including any successor plan thereto),
the U.S. Bancorp Middle Management Change in Control Severance Pay Program
(including any successor program thereto) or the U.S. Bancorp Broad-Based
Change in Control Severance Pay Program (including any successor program
thereto).

1.14.   RESULTING CORPORATION -- the surviving corporation in any
consolidation, merger or other reorganization to which USB is a party;
provided, however, that if the surviving corporation in any such transaction
is a subsidiary of another corporation, then the Resulting Corporation is the
ultimate parent corporation of such surviving corporation; and provided,
further, that in the event of a consolidation, merger or other reorganization
to which a Company Entity (other than USB) is a party, then USB shall be
deemed the Resulting Corporation.

                                      A-3