<PAGE>

                              EMPLOYMENT AGREEMENT

         AGREEMENT, dated as of December 14, 1997 (this "AGREEMENT"), by and
among Piper Jaffray Companies Inc., a Delaware corporation (the "COMPANY"),
the individual named in EXHIBIT A (the "EXECUTIVE") and U.S. Bancorp, a
Delaware corporation ("USB").

                                     RECITAL

         WHEREAS, The Board of Directors of the Company (the "BOARD") has
determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication of
the Executive following the proposed merger (the "MERGER") of the Company
with a wholly owned subsidiary of USB, pursuant to the Agreement and Plan of
Merger, dated as of December 14, 1997 (the "MERGER AGREEMENT"), by and among
the Company, USB and Cub Acquisition Corporation, a Delaware corporation and
a wholly owned subsidiary of USB, and to provide the surviving corporation
after the Merger with continuity of management (it being agreed that from and
after the effective time of the Merger, the term "COMPANY" as used in this
Agreement shall refer to the surviving corporation in the Merger). Therefore,
in order to accomplish these objectives, the Board of the Company has caused
the Company to enter into this Agreement.

         NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties agree as follows:

         1.       EFFECTIVE DATE. The "EFFECTIVE DATE" of this Agreement
shall be the date of the Merger Agreement, provided that in the event that
the Merger Agreement shall be terminated in accordance with its terms, this
Agreement shall also terminate effective as of the same time and date.

         2.       EMPLOYMENT PERIOD. The Company agrees to employ the
Executive, and the Executive agrees to enter into the employ of the Company
subject to the terms and conditions of this Agreement, for the period (the
"EMPLOYMENT PERIOD") commencing on the Effective Date and ending on the third
anniversary of the date of the Effective Time (as defined in the Merger
Agreement) of the Merger (the "EFFECTIVE DATE OF THE MERGER").

         3.       TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES. (i) During
the Employment Period, the Executive shall serve the Company in an executive
position with the title or titles set forth on EXHIBIT A, with duties and
responsibilities generally commensurate with such title or titles, as such
duties or titles may change from time-to-time.

         (ii)     During the Employment Period, and excluding any periods of
vacation or sick leave to which the Executive is entitled, the Executive
agrees to devote full attention and time during normal business hours to the
business and affairs of the Company and to use the Executive's reasonable
best efforts to perform such responsibilities in a professional manner. It
shall not be a violation of this Agreement for the executive to (A) serve on
corporate, civic or

<PAGE>

charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions or attend continuing
education programs and (C) manage personal investments, so long as such
activities are not inconsistent with, and do not significantly interfere
with, the performance of the Executive's duties and responsibilities as an
officer and employee of the Company. It is expressly understood and agreed
that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere
with the performance of, the Executive's duties and responsibilities to the
Company.

         (b)      COMPENSATION. (i) CASH COMPENSATION. During the Employment
Period, the Executive shall be entitled to receive cash compensation as
follows:

                  (A)      BASE SALARY. The Executive shall receive an annual
         base salary ("ANNUAL BASE SALARY") payable in cash as determined
         annually by the Company in equal monthly installments;

                  (B)      ANNUAL BONUS. The Executive shall be awarded an
         annual cash bonus (the "ANNUAL BONUS") as determined by The Company on
         a basis consistent with the basis used by the Company to determine the
         annual bonus to be paid to peer executives of the Company semiannually;

PROVIDED that the sum of the Annual Base Salary and the Annual Bonus to be
paid to the Executive in respect of any fiscal year during the Employment
Period shall not be less than the minimum annual compensation amount set
forth on EXHIBIT A (the "MINIMUM ANNUAL COMPENSATION"). Subject to Section 5,
the Minimum Annual Compensation shall be prorated for any portion of any
fiscal year. The Executive has received warrants, partnership interests,
carried interests, or similar capital markets transaction-related equity
interests ("EQUITY INTERESTS"). Nothing in this Agreement will be deemed to
prohibit the Executive from receiving the proceeds of the Equity Interests or
from receiving future Equity Interests. The receipt of Equity Interests and
the proceeds therefrom shall not be included in Executive's Minimum Annual
Compensation. Any cash contributions to the Second Century Growth-Deferred
Compensation Plan shall be credited against Executive's Minimum Annual
Compensation but payments from such plan shall not be so credited. The
Executive Minimum Annual Compensation also shall not include Executive's
excess "ESOP Bonus" for the fiscal year ending September 30, 1997 to the
extent paid after the Effective Date.

         (ii)     OTHER COMPENSATION PLANS. Until the Effective Date of the
Merger, the Executive shall be eligible to participate in the Company's
existing savings and retirement plans and programs. Following the Effective
Date of the Merger, the Executive shall be eligible to participate in USB's
qualified pension and 401(k) plans and USB's nonqualified defined benefit
excess plan (the "SUBSTITUTE PLANS"). For purposes of all such Substitute
Plans, the Executive shall be given credit for service credited under the
Company's comparable plans and programs

                                  -2-

<PAGE>

(including service with the Company prior to the Effective Date of the
Merger) for purposes of eligibility to participate and receive benefits and
vesting but not for benefit accruals in any Substitute Plan that is a
retirement plan.

         During the Employment Period, to the extent that the Company's
welfare plans are not continued, the Executive and/or the Executive's family,
as the case may be, also shall be eligible to participate in welfare, fringe,
vacation and other similar benefit plans and programs (including, without
limitation, medical, dental, disability, group life, accidental death and
travel accident insurance plans and programs) (collectively, "SUBSTITUTE
WELFARE PLANS") to the extent then available to peer executives of the
Company. For purposes of all such Substitute Welfare Plans, USB shall (x)
credit the Executive for service credited under the corresponding Company
welfare plans for purposes of eligibility to participate and receive benefits
and vesting but not for purposes of benefit accruals, (y) where applicable,
waive any pre-existing condition exclusions, to the fullest extent that such
conditions were not treated as exclusions under the comparable Company plan
as of the date of this Agreement with respect to the Executive and
Executive's eligible dependents, and waive any actively-at-work requirements
thereunder and (z) ensure that any covered expenses incurred on or before the
Effective Date of the Merger shall be taken into account for purposes of
satisfying applicable deductible, coinsurance and maximum out-of-pocket
provisions after the Effective Date of the Merger.

         Following the expiration of the Employment Period, the Executive, if
and for so long as he remains an employee of USB, will be entitled to
participate in all welfare, retirement and benefit plans of USB on the same
basis as other similarly situated executives of USB, except that the
Executive will not be entitled to participate in (i) the USB Supplemental
Executive Retirement Plan (or any successor plan) (the "SERP"), but will
instead participate in a separate profit sharing or profit-based bonus plan
for certain employees of the Company (or the USB subsidiary into which the
Company's principal business is transferred, merged or consolidated), which
plan will be designed, subject to certain profitability criteria, to provide
benefits approximately equal to the difference between a reasonable estimate
of the employer-paid benefits provided under USB's retirement plans (other
than the SERP), on the one hand, and a reasonable estimate of the
employer-paid benefits provided under the Company's current Employee Stock
Ownership Plan and the Company's current 401(k) plan, on the other hand; (ii)
any change in control severance agreements, plans or arrangements of USB or
its affiliates; and (iii) any stock option and other stock based plans of USB
or its affiliates, which will be administered on a Wholly discretionary basis.

         4.       TERMINATION OF EMPLOYMENT. (a) DEATH, DISABILITY OR
TERMINAL ILLNESS. The Executive's employment shall terminate automatically
upon the Executive's death during the Employment Period. If the Company
determines in good faith that the Disability of the Executive has occurred
during the Employment Period (pursuant to the definition of Disability set
forth below), it may give to the Executive written notice in accordance with
Section 9(b) of this Agreement of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company shall
terminate effective on the 30th day after receipt

                                  -3-

<PAGE>

of such notice by the Executive (the "DISABILITY DATE"), provided that,
within the 30 days after such receipt the Executive shall not have returned
to full-time performance of the Executive's duties. For purposes of this
Agreement, "DISABILITY" shall mean the absence of the Executive from the
Executive's duties with the Company on a full-time basis for 180 consecutive
days as a result of incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected by the Company
or its insurers and reasonably acceptable to the Executive or the Executive's
legal representative.

         In addition, if the Executive is determined by a physician selected
by the Company or its insurers and reasonably acceptable to the Executive or
the Executive's legal representative to have contracted a terminal illness
likely to result in the Executive's death within a period of twenty-four
months ("TERMINAL ILLNESS"), the Executive may elect to terminate the
Executive's employment with the Company effective on the 30th day after the
Company's receipt of notice of such election (the "TERMINAL ILLNESS DATE").

         (b)      CAUSE. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement,
"CAUSE" shall mean:

                  (i)      the material and continued failure of the Executive
         to substantially perform the reasonable duties assigned to the
         Executive by the Company or one of its affiliates (other than any such
         failure resulting from incapacity due to physical or mental illness)
         after written demand for substantial performance has been delivered to
         the Executive by the Company and the Executive has not rectified such
         failure within 45 days of receipt of such notice, or

                  (ii)     the gross negligence or willful misconduct of the
         Executive in the performance of the Executive's duties, or

                  (iii)    illegal conduct of the Executive which is injurious
         to the Company, or

                  (iv)     conviction of the Executive of a felony, or entry of
         a guilty or NOLO CONTENDERE plea by the Executive with respect thereto.

         (c)      NOTICE OF TERMINATION. Any termination by the Company for
Cause shall be communicated by Notice of Termination to the Executive in
accordance with Section 9(b) of this Agreement. For purposes of this
Agreement, a "NOTICE OF TERMINATION" means a written notice which specifies
(i) the relevant termination provision in this Agreement, (ii) to the extent
applicable, the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated
and (iii) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, the termination date (which date shall not be
more than thirty days after the date of such notice). The failure of the
Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of

                                  -4-

<PAGE>

Cause shall not waive any right of the Company hereunder or preclude the
Company from asserting such fact or circumstance in enforcing the Company's
rights hereunder.

         (d)      DATE OF TERMINATION. For purposes of this Agreement "DATE
OF TERMINATION" means (i) if the Executive's employment is terminated by the
Company for Cause, the date of receipt of the Notice of Termination or such
later date specified therein (which date shall not be more than thirty days
after the date of such notice), (ii) if the Executive's employment is
terminated other than for Cause, Disability or Terminal Illness, the date on
which the Company or the Executive, as the case may be, notifies the other of
such termination and (iii) if the Executive's employment is terminated by
reason of death or Disability or Terminal Illness, the date of death of the
Executive, the Disability Date, or the Terminal Illness Date, as the case may
be.

         5.       OBLIGATIONS OF THE COMPANY UPON TERMINATION. The Executive
agrees that the amounts payable and benefits to be provided pursuant to this
Section 5 are in lieu of any other claims the Executive may have with regard
to the separation of employment from the Company, shall be the Executive's
sole and exclusive compensation for such separation and the Executive shall
make no claims, and the Company shall have no other obligations with respect
to, the termination of the Executive's employment except as provided in this
Section 5.

         (a)      TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE. (i) If,
during the Employment Period, the Executive's employment shall be terminated
by reason of the Executive's death, Disability, Terminal Illness or by the
Company without Cause, this Agreement shall terminate (other than with
respect to the restrictions set forth in Section 6) without further
obligation on the part of the Company to the Executive's legal
representatives, or the Executive's legal representatives to the Company,
under this Agreement, other than for the payment by the Company of Accrued
Obligations (and the timely payment or provision by the Company of Other
Benefits) as follows.

                  A.       (1) the product of (x) the Minimum Annual
         Compensation amount set forth on EXHIBIT A and (y) a fraction, the
         numerator of which is the number of days in the fiscal year in which
         the Date of Termination occurs through the Date of Termination, and the
         denominator of which is 365, less (2) the amount of Annual Base Salary
         and Annual Bonus for such fiscal year to the extent previously paid
         (provided such difference shall not be less than 0); and

                  B.       the amount equal to the product of (1) the number of
         months and portions thereof from the Date of Termination until the
         third anniversary of the Effective Date of the Merger, divided by
         twelve and (2) the Minimum Annual Compensation amount set forth on
         Exhibit A (the sum of the amounts described in clauses (A) and (B),
         shall be hereinafter referred to as the "ACCRUED OBLIGATIONS").

                                  -5-

<PAGE>

Accrued Obligations shall be paid (x) in the event of death, to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash
within 30 days of the Date of Termination, and (y) in the event of Disability
or Terminal Illness, to the Executive in a lump sum in cash within 30 days of
the Date of Termination. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable pursuant to this Section 5(a) and, such amounts shall not be reduced
whether or not the Executive obtains other employment.

                  (ii)     In addition, to the extent not paid or provided as of
         the Date of Termination, the Company shall timely pay or provide to the
         Executive any other amounts or benefits required to be paid or provided
         or which the Executive is eligible to receive under any plan, program,
         policy or practice or contract or agreement of the Company and its
         affiliated companies through the Date of Termination (such other
         amounts and benefits shall be hereinafter referred to as the "OTHER
         BENEFITS").

         (b)      TERMINATION FOR CAUSE; RESIGNATION. If the Executive's
employment is terminated for Cause during the Employment Period or the
Executive resigns his employment, this Agreement (other than the restrictions
set forth in Section 6) shall terminate and the Company shall not have any
further obligations to the Executive, other than the obligation to pay to the
Executive his Annual Base Salary through the Date of Termination to the
extent then unpaid.

         6.       CONFIDENTIAL INFORMATION; NONCOMPETITION; AND
NONSOLICITATION. (a) The Executive acknowledges that the Executive has and
will continue to have knowledge of certain proprietary technology,
confidential methods, know how and other trade secrets of the Company and its
affiliates, and their respective business, including without limitation
information concerning customer lists (collectively "COMPANY-RELATED
INFORMATION"). The Executive shall hold in a fiduciary capacity for the
benefit of the Company all Company-Related Information, which shall have been
obtained by the Executive during the Executive's employment by the Company or
any of its affiliated companies (whether before or after the Effective Date)
and which shall not be or become public knowledge (other than, directly or
indirectly, through the acts or omissions of the Executive or representatives
of the Executive). After termination of the Executive's employment with the
Company, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process (provided the
Company has been given notice of and opportunity to challenge or limit the
scope of disclosure purportedly so required), communicate or divulge any
Company-Related Information to anyone other than the Company and those
designated by it or to an attorney retained by the Executive to provide legal
advice with respect to this Section 6 and who has agreed to keep such
Company-Related Information confidential.

                                  -6-

<PAGE>

         (b)      In addition:

                  (i)      The Executive acknowledges and agrees that if the
         Executive were to become employed (whether as an officer, employee,
         partner, director, consultant, independent contractor or otherwise) by
         any other corporation, partnership, limited liability company or other
         business association, organization or entity or person of any kind
         whatsoever (a "COMPETING BUSINESS") that competes or plans to compete
         with the Company in any line of business within the United States, that
         it would be difficult for the Executive in his capacity as an employee
         of the Competing Business not to use or otherwise rely upon
         Company-Related Information in the course of such employment. The
         Executive further acknowledges and agrees that the Executive and, as a
         consequence, such Competing Business could not, through the use of any
         reasonable practical means, avoid using or relying upon such
         Company-Related Information. Accordingly, until the later of the
         termination of the Executive's employment with the Company and the
         third anniversary of the Effective Date of the Merger, the Executive
         will not, without the prior written consent of the Company, directly or
         indirectly, own, manage, operate, control or participate in the
         ownership, management, operation or control of, or be connected as an
         officer, employee, partner, director, consultant, independent
         contractor or otherwise with, or have any financial interest or other
         pecuniary interest in, any Competing Business. Notwithstanding the
         foregoing, ownership, for passive personal investment purposes only, of
         less than 5% of the voting stock of any publicly held corporation shall
         not constitute a violation hereof.

                  (ii)     While employed by the Company or an of its affiliates
         and, if the Executive's Employment is terminated prior to the end of
         the Employment Period, until the fourth anniversary of the Effective
         Date of the Merger, the Executive will not, directly or indirectly, on
         behalf of the Executive or any other person (including a Competing
         Business), solicit for employment any person who was employed by the
         Company or its affiliates within three years prior to the Date of
         Termination.

                  (iii)    While employed by the Company or any of its
         affiliates and, if the Executive's Employment is terminated prior to
         the end of the Employment Period, until the fourth anniversary of the
         Effective Date of the Merger, the Executive will not, directly or
         indirectly, on behalf of the Executive or any other person (including a
         Competing Business), solicit or otherwise seek to enter into a
         "CONTRACT" (as defined in the Merger Agreement) with any person who is,
         or at any time within three years prior to the Date of Termination has
         been, a "CLIENT" (as defined in the Merger Agreement) or actively
         solicited prospective Client of the Company or its affiliates.

                  (iv)     The provisions of this Section 6 shall remain in full
         force and effect until the expiration of the period specified herein
         notwithstanding the earlier termination of this Agreement or the
         Executive's employment hereunder.

                                  -7-

<PAGE>

                  (v)      The Executive acknowledges that a violation by the
         Executive of the agreements contained of this Section 6 would cause
         immeasurable and irreparable damage to the Company. Accordingly, the
         Executive agrees that the Company shall be entitled to injunctive
         relief in any court of competent jurisdiction for any actual or
         threatened violation of any such agreement in addition to any other
         remedies it may have. The Executive agrees that in the event that any
         arbitrator or court of competent jurisdiction shall determine that any
         provision of this Section 6 is void or constitutes an unreasonable
         restriction against the Executive, the provisions of this Section 6
         shall not be rendered void but shall apply to the maximum extent as
         such arbitrator or court may determine constitutes a reasonable
         restriction under the circumstances.

         7.       RESTRICTED STOCK AND DEFERRED CASH FUND. (a) Promptly after
the Effective Date of the Merger (but in no event more than 30 days following
the Effective Date of the Merger), USB, pursuant to USB's 1997 Stock
Incentive Plan, will grant the Executive the number of shares of restricted
common stock, par value $1.25 per share, of USB (the "RESTRICTED SHARES") set
forth on EXHIBIT A, which shall vest on the third anniversary of the
Effective Date of the Merger or such earlier date as the employment of the
Executive by the Company is terminated by the Company, other than for Cause,
or terminated by reason of the death, Disability or Terminal Illness (it
being understood and agreed that if the Executive resigns or is terminated by
the Company for Cause prior to the third anniversary of the Effective Date of
the Merger, the Executive will cease to have any ownership or other interests
in the Restricted Shares and all ownership and other interests in the
Restricted Shares will revert back to the Company).

         (b)      Promptly after the Effective Date of the Merger (but in no
event more than 30 days after the Effective Date of the Merger), the Company
shall deposit in an account to be maintained at a branch of USB in the city
of Minneapolis, Minnesota a cash amount for the purpose of providing deferred
retention payments to certain specified employees of the Company (the
"DEFERRED CASH FUND"). From time to time prior to the third anniversary of
the Effective Date of the Merger, amounts on deposit in the Deferred Cash
Fund will be invested in investment funds at the discretion and direction of
a committee (the "INVESTMENT COMMITTEE") comprised of at least three
executives of the Company determined annually by a majority of the executives
set forth on EXHIBIT A who have a continuing right to future deferred
compensation benefits (as described below) based on the value of the
Deferred Cash Fund. At all times prior to the third anniversary of the
Effective Date of the Merger, all interest, capital gains and other
distributions from, and all proceeds from the liquidation of, investment
funds received in respect of amounts so invested, shall be deposited in the
Deferred Cash Fund and subject to reinvestment by the Investment Committee in
investment funds. The Executive shall have a right to future deferred
compensation benefits based an the value of the Deferred Cash Fund equal to
the percentage calculated by dividing (x) 50% of the minimum annual
compensation amount set forth on EXHIBIT A by (y) the aggregate amount of
funds deposited by the Company in the Deferred Cash Fund, which right to
future deferred compensation benefits shall vest on the third anniversary of
the Effective Date of the Merger or such earlier date as the employment of
the such executive is terminated by the Company, other than for Cause, or
terminates by reason of death, Disability or

                                  -8-

<PAGE>

Terminal Illness (it being understood and agreed that if the Executive
resigns or is terminated by the Company for Cause prior to the third
anniversary of the Effective Date of the Merger, the Executive shall cease to
have any rights with respect to the Deferred Cash Fund and all of such
executive's benefits under the Deferred Cash Fund shall revert back to the
Company). Within a reasonable time after the Effective Date of the Merger,
the Investment Committee shall cause to be designed and drafted, and the
Company shall then promptly adopt, a nonqualified deferred compensation plan
containing such payment and other provisions as the Investment Committee, in
its reasonable discretion, deems necessary or desirable for deferred
compensation benefit payments following the third anniversary of the
Effective Date of the Merger based on the value of all cash on deposit in the
Deferred Cash Fund representing interest, capital gains and other
distributions from, and all proceeds from the liquidation of, investment
funds received in respect of amounts invested in the Deferred Cash Fund to
the executives with vested rights to future benefits based on such value in
accordance with their allocation percentage (it being understood and agreed
that the Company shall be entitled to and shall be promptly paid any such
distributions and proceeds that would otherwise have been payable to any
person whose rights to future deferred compensation benefits based on the
value of the Cash Deferred Fund failed to vest together with such person's
unvested rights in any uninvested funds as of the third anniversary of the
Effective Date of the Merger). Such plan shall provide a procedure for
designating a successor Investment Committee in the event fewer than three of
the named executives on EXHIBIT A are employed by the Company. The Executive
acknowledges and agrees that (i) none of the members of the Investment
Committee shall have any personal liability with respect to any
responsibility or obligation under this provision, if such member acts in
good faith hereunder, (ii) this provision and the plan create in the
Executive a contractual right to the deferred compensation benefits to which
he/she becomes entitled, (iii) such contractual right is unsecured, and the
Executive is a general, unsecured creditor and may look only to the general
assets of the Company and its affiliates to satisfy this contractual right,
and (iv) the benefits under this provision and the plan cannot be
anticipated, alienated, disposed of, pledged or encumbered prior to their
actual receipt.

         8.       SUCCESSORS. (a) This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's heirs and legal representatives.

         (b)      This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

         (c)      The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, or any
business of the Company for which Executive's services are principally
performed, to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used this Agreement,
"Company" shall mean the Company as hereinbefore

                                  -9-

<PAGE>

defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or
otherwise.

         9.       MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota applicable to
contracts made and to be performed entirely within such State. The captions
of this Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified otherwise than
by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

         (b)      All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

         If to the Executive:
         --------------------

         at the address set forth on EXHIBIT A

         If to the Company:
         ------------------

         Piper Jaffray Companies Inc.
         Piper Jaffray Tower
         222 South Ninth Street
         Minneapolis, Minnesota 55402

         Attention: Chief Executive Officer

         with a copy to:

         U.S. Bancorp
         601 Second Avenue South
         Minneapolis, Minnesota 55402

         Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (c)      The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                                  -10-

<PAGE>

         (d)      The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or registration,

         (e)      The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to
assert any right the Executive or the Company may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

         (f)      The Executive and the Company acknowledge that, except as
may otherwise be provided under any other written agreement between the
Executive and the Company, the employment of the Executive by the Company is
"at will", and prior to the Effective Date, the Executive's employment may be
terminated by either the Executive or the Company at any time, in which case
the Executive shall have no further rights and the Company shall have no
further obligation under this Agreement. From and after the Effective Date,
this Agreement shall supersede any other employment, severance or change of
control agreement between the parties with respect to the subject matter
hereof and the Executive hereby agrees that in consideration for the payments
received under this Agreement, the Executive waives any and all rights to any
payments or benefits under any plans, programs, or arrangements of the
Company or its affiliates that provide for severance payments or benefits
upon a termination of employment.

         (g)      Notwithstanding any provision of this Agreement, the
Company shall have no obligation to make any payments to Executive if or to
the extent such payments are prohibited by any applicable law or regulation.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and pursuant to the authorization from its Board of Directors, the
Company has caused these presents to be executed in its name on its behalf, a
as of the day and year first above written.

                                      PIPER JAFFRAY COMPANIES, INC.

                                      [SIGNATURE]

                                      [SIGNATURE

                                      U.S. BANCORP

                                      [SIGNATURE]







                                  -11-

<PAGE>


                                                                     Exhibit A

Name:                          Andrew S. Duff

Address:                       2115 Fast Lake of the Isles Parkway
                               Minneapolis, Minnesota 55405

Title:                         President

Aggregate Minimum
Annual Cash
Compensation:                  $1.2 million

Number of Restricted
Shares:                        5,298




                                  -12-

<PAGE>




NAMES OF EXECUTIVES

Addison L. Piper
Andrew S. Duff
Bruce C. Huber
Ross E. Rogers
Thomas E. Stanberry
Paul Dow
Paul Grangaard
Paul Karos
Charles M. Webster
Antonio J. Cecin
John Otterlei
Richard L. Hines
Lloyd Y. Benson





                                  -13-