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                                   COMPOSITE COPY
                        As Amended Through January 19, 2000


                                    U.S. BANCORP
                      DEFERRED COMPENSATION PLAN FOR DIRECTORS
                                 (1998 RESTATEMENT)

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                                    U.S. BANCORP
                      DEFERRED COMPENSATION PLAN FOR DIRECTORS
                                 (1998 RESTATEMENT)

                                 TABLE OF CONTENTS

                                                                          PAGE

SECTION 1.  INTRODUCTION..................................................  1

            1.1.   Restatement of Plan
            1.2.   Definitions
                   1.2.1.     Account
                   1.2.2.     Annual Valuation Date
                   1.2.3.     Beneficiary
                   1.2.4.     Director
                   1.2.5.     Event of Maturity
                   1.2.6.     Plan
                   1.2.7.     Plan Statement
                   1.2.8.     Plan Year
                   1.2.9.     Prior Plan Statement
                   1.2.10.    USB
                   1.2.11.    Valuation Date
            1.3.   Rules of Interpretation
            1.4.   Additional Definitions
                   1.4.1.     Acquiring Person
                   1.4.2.     Affiliate
                   1.4.3.     Associate
                   1.4.4.     Beneficial Owner
                   1.4.5.     Board of Directors
                   1.4.6.     Company Entity
                   1.4.7.     Continuing Director
                   1.4.8.     Exchange Act
                   1.4.9.     Full Change In Control
                   1.4.10.    Partial Change in Control
                   1.4.11.    Person
                   1.4.12.    Resulting Corporation

     SECTION 2.    PARTICIPATION..........................................  5

            2.1.   Participation
            2.2.   Enrollment

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            2.3.   Revocation
            2.4.   Prior Years' Enrollments

     SECTION 3.    ADDITIONS TO ACCOUNTS..................................  6

     SECTION 4.    ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS...............  6

            4.1.   Establishment of Accounts
            4.2.   Adjustment of Accounts
                   4.2.1.     Intermediate Distributions Adjustment
                   4.2.2.     Investment Adjustment for Account
                   4.2.3.     Contribution Adjustment
                   4.2.4.     Final Distributions Adjustment

     SECTION 5.    VESTING OF ACCOUNT.....................................  7

     SECTION 6.    MATURITY...............................................  7

            6.1.   Events of Maturity
            6.2.   Determination of Account
            6.3.   Effect of Maturity upon Further Participation in Plan

     SECTION 7.    DISTRIBUTION...........................................  8

            7.1.   Time of Distribution
                   7.1.1.     Form of Distribution
                   7.1.2.     Time of Distribution
                   7.1.3.     Substantially Equal
                   7.1.4.     Default
                   7.1.5.     Change In Control
            7.2.   Designation of Beneficiaries
                   7.2.1.     Right To Designate
                   7.2.2.     Failure of Designation
                   7.2.3.     Disclaimers by Beneficiaries
                   7.2.4.     Definitions
                   7.2.5.     Special Rules
                   7.2.6.     No Spousal Rights
            7.3.   Death Prior to Full Distribution
            7.4.   Facility of Payment

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     SECTION 8.    FUNDING OF PLAN........................................ 12

            8.1.   Unfunded Agreement
            8.2.   Spendthrift Provision

     SECTION 9.    AMENDMENT AND TERMINATION.............................. 12

     SECTION 10.   DETERMINATIONS -- RULES AND REGULATIONS................ 13

            10.1.  Determinations
            10.2.  Rules and Regulations
            10.3.  Method of Executing Instruments
            10.4.  Information Furnished by Directors

     SECTION 11.   PLAN ADMINISTRATION.................................... 14

            11.1.  USB
            11.2.  Conflict of Interest

     SECTION 12.   DISCLAIMERS............................................ 14

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                                    U.S. BANCORP
                      DEFERRED COMPENSATION PLAN FOR DIRECTORS
                                 (1998 RESTATEMENT)


                                     SECTION 1

                                    INTRODUCTION

1.1.    RESTATEMENT OF PLAN.  Effective January 1, 1988, FIRST BANK SYSTEM,
INC., a Delaware corporation (hereinafter sometimes referred to as "FBS")
authorized the creation of a nonqualified, unfunded, directors' deferral plan
for the purpose of allowing Directors who are not full-time salaried
employees of FBS to defer the receipt of directors' fees which would
otherwise be paid to the Director.  FBS created and established a series of
substantially identical annual directors' deferral plans, effective as of
January 1, 1988.  They were set forth in documents referred to collectively
as the "Prior Plan Statement." On August 1, 1997, following its merger with
U.S. Bancorp, an Oregon corporation, FBS changed its name to U.S. BANCORP
("USB").  USB has reserved the power to amend and terminate the Prior Plan
Statement from time to time.  USB now desires to exercise that reserved power
of amendment by the adoption of this Plan Statement effective as of January
1, 1998.

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 USB established with respect to
each Director to which is credited the dollar amounts specified in Section 3
and Section 4 and from which are subtracted payments made pursuant to Section
5 and Section 7.  To the extent necessary to accommodate different
distribution elections made pursuant to Section 2, the Account shall be
maintained as separate sub-accounts in sufficient number to accommodate each
such distribution election.

        1.2.2.  ANNUAL VALUATION DATE -- each December 31.

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

        1.2.4.  DIRECTOR -- an individual serving on the Board of Directors
of USB who is not at the same time a common law employee of USB or any of its
subsidiary corporations.

        1.2.5.  EVENT OF MATURITY -- any of the occurrences described in
Section 6 by reason of which a Director or Beneficiary may become entitled to
a distribution from the Plan.

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        1.2.6.  PLAN -- the income deferral program maintained by USB
established for the benefit of Directors eligible to participate therein, as
first set forth in the Prior Plan Statement and as amended and restated 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 "Prior Plan Statement" and the "Plan Statement").  The Plan
shall be referred to as the "U.S. BANCORP DEFERRED COMPENSATION PLAN FOR
DIRECTORS."

        1.2.7.  PLAN STATEMENT -- this document entitled "U.S. BANCORP
DEFERRED COMPENSATION PLAN FOR DIRECTORS (1998 Restatement)" as adopted by
the Board of Directors of U.S. BANCORP effective as of January 1, 1998, as
the same may be amended from time to time thereafter.

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

        1.2.9.  PRIOR PLAN STATEMENT -- the series of documents pursuant to
which the Plan was established effective as of January 1, 1988, and operated
thereafter until January 1, 1998.

        1.2.10. USB -- U.S. BANCORP (formerly known as FIRST BANK SYSTEM,
INC.), a Delaware corporation, or any successor thereto.

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

1.3.    RULES OF INTERPRETATION.  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.  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.

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

        1.4.1.  ACQUIRING PERSON -- any Person who or which, together with
all Affiliates and Associates of such person, is the Beneficial Owner,
directly or indirectly, of securities of USB

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representing 20% or more of the combined voting power of USB's then
outstanding securities, but shall not include any Company Entity.

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

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

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

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

        1.4.6.  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.

        1.4.7.  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 or Associate of an Acquiring
Person, or a representative of an Acquiring Person or of any such Affiliate
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 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.

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

        1.4.9.  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

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                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 OF USB 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.

        1.4.10. 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 prior
                to such transaction of securities of any entity other than USB)
                and as a result of which the Continuing Directors constitute
                more than 50% of the Board of Directors of the Resulting
                Corporation; 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

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                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.

        1.4.11. 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.

        1.4.12. 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.

                                     SECTION 2

                                   PARTICIPATION

2.1.    PARTICIPATION.  Each Director of USB shall be a participant in the
Plan as of the first day the Director first becomes a Director.

2.2.    ENROLLMENT.  Prior to the first day of participation, the Director
may enroll in the Plan for the remainder of that Plan Year.  Prior to the
first day of any subsequent Plan Year, a Director may make a new enrollment
for that Plan Year.  Once made, the enrollment shall be irrevocable for the
remainder of the Plan Year with respect to which it is made.  Each such
enrollment, whether for the initial Plan Year or for a subsequent Plan Year,
shall designate in writing:

        (a)     the amount or portion of the Director's annual retainer and
                meeting fees which shall not be paid to the Director but instead
                shall be accumulated in this Plan under Section 3 and Section 4
                and distributed from this Plan under Section 6 and Section 7;
                and

        (b)     the time and form in which the Account or portion of Account
                attributable to such Plan Year's accumulation shall be paid to
                the Director in accordance with Section 7.

2.3.    REVOCATION.  A Director's written enrollment for the 1998 Plan Year
or any later Plan Year shall continue in effect after the Plan Year with
respect to which it is made until an Event of Maturity

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occurs as to the Director or until the last day of the Plan Year in which the
Director files a written revocation of the Director's enrollment, whichever
occurs first.

2.4.    PRIOR YEARS' ENROLLMENTS.  Notwithstanding the forgoing, elections
made by Directors about the payment of benefits under the Prior Plan
Statement attributable to accumulations for Plan Years ending before January
1, 1998, shall not be modified by the adoption of this Plan Statement.

                                     SECTION 3

                               ADDITIONS TO ACCOUNTS

USB shall credit monthly to the Account of each Director such amount as the
Director in his or her sole discretion shall have determined in accordance
with Section 2.2.  The amount shall be separately determined by each Director
and need not be equal or bear a uniform relationship to the deferrals of
other Directors.  The amount so allocated to a Director shall be credited to
such Director's Account as of the Valuation Date in the month for which it is
made.

                                     SECTION 4

                      ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS

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

4.2.    ADJUSTMENT 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:

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

        4.2.2.  INVESTMENT ADJUSTMENT FOR ACCOUNT.  The initial Account value
of each Director's Account (as adjusted above) shall be increased by
interest.  The rate shall be determined from time to time by USB.  The rate
may be changed by USB without amendment of the Plan Statement and without
notice to or the consent of any Director, former Director or any Beneficiary.
Beginning January 1, 1998, 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

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Note, determined as of September 30 of the immediately preceding Plan Year.
This percentage shall be uniform for all Directors for the same Valuation
Date but may change from Valuation Date to Valuation Date.

        4.2.3.  CONTRIBUTION ADJUSTMENT.  The initial Account value (as
adjusted above) shall be increased by the total amount, if any, credited to
such Account under Section 3 as of the current Valuation Date.

        4.2.4.  FINAL DISTRIBUTIONS ADJUSTMENT.  The initial Account value
(as adjusted above) shall be reduced by the total amount distributed in fact
to (or with respect to) the Director from such Account as of the current
Valuation Date.

                                     SECTION 5

                                 VESTING OF ACCOUNT

The Account of each Director shall be fully (100%) vested at all times.

                                     SECTION 6

                                      MATURITY

6.1.    EVENTS OF MATURITY.  A Director's Account shall mature and shall
become distributable in accordance with Section 7 upon the earliest
occurrence of any of the following events while in the employment of USB or
an Affiliate:

        (a)     his or her death, or

        (b)     his or her removal or resignation from the Board of Directors of
                USB, whether voluntary or involuntary, or

        (c)     his or her Disability, or

        (d)     termination of the Plan.

6.2.    DETERMINATION OF ACCOUNT.  Upon the occurrence of an Event of
Maturity effective as to a Director, the value of such Director's Account as
of the Valuation Date coincident with or next following the Event of Maturity
shall be determined.

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6.3.    EFFECT OF MATURITY UPON FURTHER PARTICIPATION IN PLAN.  On the
occurrence of an Event of Maturity, a Director 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 7 hereof, adjusted from time to time as
provided in Section 4.

                                     SECTION 7

                                    DISTRIBUTION

7.1.    TIME OF DISTRIBUTION.  Upon the occurrence of an Event of Maturity
effective as to a Director, USB shall commence payment of such Director's
Account in the manner designated by the Director in his or her enrollment.

        7.1.1.  FORM OF DISTRIBUTION.  Distribution shall be made in
whichever of the following forms as the Director shall have designated in
writing:

        (a)     In a series of substantially equal annual installments payable
                over ten (10) years.

        (b)     In a single, lump sum payment.

        7.1.2.  TIME OF DISTRIBUTION.  Distribution shall be made (in the
case of a single lump sum) or commenced (in the case of installments) as of
the first business day of January after the Director's Event of Maturity.

        7.1.3.  SUBSTANTIALLY EQUAL.  Distributions shall be considered to be
substantially equal if the amount of the distribution required to be made for
each calendar year (the "distribution year") is determined by dividing the
amount of the Account as of the last Valuation Date in the calendar year
immediately preceding the distribution year (such preceding calendar year
being the "valuation year") by the number of remaining installment payments
to be made (including the distribution being determined).  The amount of the
Account as of such Valuation Date shall be decreased by the amount of any
distributions made in the valuation year and after such Valuation Date.

        7.1.4.  DEFAULT.  If for any reason a Director shall have failed to
make a written designation of form and time for distribution (including
reasons entirely beyond the control of the Director), the distribution shall
be made in a single lump sum during the January following the date the
Director shall have had an Event of Maturity.  No spouse, former spouse,
Beneficiary or other person shall have any right to participate in the
Director's selection of a form of benefit.

        7.1.5.  CHANGE IN CONTROL.  Notwithstanding the foregoing provisions
of this Section or any designation made by a Director, in the event of a Full
Change in Control the Plan shall be

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automatically terminated and every Account shall be paid in a single lump sum
distribution within thirty (30) days after the Full Change in Control.

7.2.    DESIGNATION OF BENEFICIARIES.

        7.2.1.  RIGHT TO DESIGNATE.  Each Director may designate, upon forms
to be furnished by and filed with USB, one or more primary Beneficiaries or
alternative Beneficiaries to receive all or a specified part of such
Director's Account in the event of such Director's death.  The Director 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 Director and received by USB during
the Director's lifetime.

        7.2.2.  FAILURE OF DESIGNATION.  If a Director:

        (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 Director,

such Director's Account, or the part thereof as to which such Director'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
Director and (except in the case of surviving issue) in equal shares if there
is more than one member in such class surviving the Director:

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

        7.2.3.  DISCLAIMERS BY BENEFICIARIES.  A Beneficiary entitled to a
distribution of all or a portion of a deceased Director'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 Director'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 USB
after the date of the Director's death but not later than one hundred eighty
(180)

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days after the date of the Director's death.  A disclaimer shall be
irrevocable when delivered to USB.  A disclaimer shall be considered to be
delivered to USB only when actually received by USB.  USB 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 Director 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 8.  No other form of
attempted disclaimer shall be recognized by USB.

        7.2.4.  DEFINITIONS.  When used herein and, unless the Director has
otherwise specified in the Director'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 Director.

        7.2.5.  SPECIAL RULES.  Unless the Director has otherwise specified
in the Director'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 Director, it shall be
                deemed that the Beneficiary was not living at the time of the
                death of the Director.

        (b)     The automatic Beneficiaries specified in Section 7.2.2 and the
                Beneficiaries designated by the Director shall become fixed at
                the time of the Director's death so that, if a Beneficiary
                survives the Director 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 Director designates as a Beneficiary the person who is
                the Director'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 Director and
                such person shall automatically revoke such designation.  (The
                foregoing shall not prevent the Director from designating a
                former spouse as a Beneficiary on a form executed by the
                Director and received by USB after the date of the legal
                termination of the marriage between the Director and such former
                spouse, and during the Director's lifetime.)

        (d)     Any designation of a nonspouse Beneficiary by name that is
                accompanied by a description of relationship to the Director
                shall be given effect without

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                regard to whether the relationship to the Director exists
                either then or at the Director's death.

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

USB shall be the sole judge of the content, interpretation and validity of a
purported Beneficiary designation.

        7.2.6.  NO SPOUSAL RIGHTS.  No spouse or surviving spouse of a
Director 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 Director.

7.3.    DEATH PRIOR TO FULL DISTRIBUTION.  If a Director dies after an Event
of Maturity but before distribution of such Director's Account has been
completed, the remaining undistributed Account shall be distributed in the
same manner as hereinbefore provided in Section 7.1.  If, at the death of the
Director, any payment to the Director 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 Director's
estate).

7.4.    FACILITY OF PAYMENT.  In case of the legal disability of a Director
or Beneficiary entitled to receive any distribution under the Plan, payment
shall be made, if USB shall be advised of the existence of such condition:

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

        (b)     to a person or institution entrusted with the care or
                maintenance of the incompetent or disabled Director or
                Beneficiary, provided such person or institution has satisfied
                USB that the payment will be used for the best interest and
                assist in the care of such Director 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 Director 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 USB
therefor.

                                       -11-

<PAGE>

                                     SECTION 8

                                  FUNDING OF PLAN

8.1.    UNFUNDED AGREEMENT.  The obligations of USB to make payments under
this Plan constitute only the unsecured (but legally enforceable) promise of
USB to make such payments.  The Director shall have no lien, prior claim or
other security interest in any property of USB.  USB 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 USB.  USB 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 USB's obligation to
Directors in this Plan and shall not be construed to impose on USB the
obligation to create any separate fund for purposes of this Plan.

8.2.    SPENDTHRIFT PROVISION.  No Director or Beneficiary shall have any
transmissible interest in any Account nor shall any Director or Beneficiary
have any power to anticipate, alienate, dispose of, pledge or encumber the
same while in the possession or control of USB, nor shall USB 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 USB.

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

This section shall not prevent USB 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.

                                     SECTION 9

                             AMENDMENT AND TERMINATION

USB reserves the power to amend or terminate the Plan prior to a Full Change
in Control.  No amendment or termination of the Plan, however, shall reduce a
Director's Account earned as of the date of such amendment unless the
Director so affected consents thereto in writing.  A Director's Account
earned as of the date of an amendment or termination shall be determined as
if the Director had an Event of Maturity on that date.  After a Full Change
in Control, the Plan cannot be amended

                                       -12-

<PAGE>

or terminated (as applied to Directors who are Directors on the date of the
Full Change in Control) unless:

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

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


                                     SECTION 10

                      DETERMINATIONS -- RULES AND REGULATIONS

10.1.   DETERMINATIONS.  USB shall make such determinations as may be
required from time to time in the administration of the Plan.  USB, in its
sole discretion, shall have the 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 Directors 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.

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

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

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

                                       -13-

<PAGE>

                                     SECTION 11

                                PLAN ADMINISTRATION

11.1.   USB.  Except as hereinafter provided, functions generally assigned to
USB shall be discharged by the Compensation and Human Resources Committee of
the Board of Directors or delegated and allocated as provided herein.

11.2.   CONFLICT OF INTEREST.  If any member of the Board of Directors of USB
to whom authority has been delegated or redelegated hereunder shall have an
Account in the Plan, such Director shall have no authority as such Director
with respect to any matter specially affecting such Director's individual
interest hereunder (as distinguished from the interests of all Directors and
Beneficiaries or a broad class of Directors and Beneficiaries), all such
authority being reserved exclusively to the other Directors, to the exclusion
of such Director, and such Director shall act only in such Director's
individual capacity in connection with any such matter.

                                     SECTION 12

                                    DISCLAIMERS

Neither the terms of this Plan Statement nor the benefits hereunder nor the
continuance thereof shall be an obligation of any Director.  USB shall not be
obliged to continue the Plan.  The terms of this Plan Statement shall not
give any Director the right to be retained on the Board of Directors of USB.
Neither USB nor any of its officers nor any member of its 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 Director or to any Beneficiary or to
any creditor of a Director or a Beneficiary.  Each Director, Beneficiary or
other person entitled at any time to payments hereunder shall look solely to
the assets of USB for such payments or to the Account distributed to any
Director or Beneficiary, as the case may be, for such payments.  In each case
where an Account shall have been distributed to a former Director 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 Director or Beneficiary, or such person or
persons, as the case may be, shall have no further right or interest in the
other assets of USB.  Neither USB 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 USB.  USB 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.

                                       -14-