<PAGE>


                                 [DATE]



[NAME]

Dear [NAME]:

U.S. Bancorp recognizes that your contribution to the growth and success of
the Company (as defined herein) has been substantial and desires to assure
the Company of your continued employment.  In this connection, the Board of
Directors (as defined herein) recognizes that, as is the case with many
publicly held companies, the possibility of a change in control may exist and
that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its shareholders.

The Board of Directors has determined that appropriate steps should be taken
to reinforce and encourage the continued attention and dedication of members
of the Company's management, including yourself, to their assigned duties
without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Company.

In order to induce you to remain in the employ of the Company, the Company
agrees that you shall receive the severance benefits set forth in this letter
agreement ("Agreement") in the event your employment with the Company is
terminated under the circumstances described below:

1.     TERM OF AGREEMENT.  This Agreement will commence on the date hereof
       and shall continue in effect until the third anniversary of the date
       hereof; and, commencing on the first anniversary of the date hereof
       and on each anniversary thereafter, the term of this Agreement shall
       automatically be extended for one additional year unless, not later
       than 90 days prior to any such date of automatic extension of this
       Agreement, the Company

<PAGE>

       shall have given notice that the Agreement will not be so extended;
       provided, however, that if a Change in Control shall have occurred
       during the original or any extended term of this Agreement, this
       Agreement shall in all events continue in effect for a period of at
       least 24 months following a Change in Control; provided, further, that
       if you become entitled to payments in accordance with Sections 4 and 5
       of this Agreement (or assert a claim for such payments) during the
       term of this Agreement as heretofore described, this Agreement will
       thereafter survive indefinitely to ensure that you receive all
       payments and benefits to which you are entitled pursuant to the terms
       hereof.

2.     DEFINITIONS.  When the following terms are used in this Agreement with
       initial capital letters, they shall have the following meanings.

       2.1.   "Acquiring Person" shall mean any Person who or which, together
       with all Affiliates and Associates of such person, is the "beneficial
       owner" (as defined in Rule 13d-3 promulgated under the Exchange Act),
       directly or indirectly, of securities of the Company representing 20%
       or more of the combined voting power of the Company's then outstanding
       securities, but shall not include any Company Entity.

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

       2.3.   "Announcement Date" shall mean the date of the public
       announcement of the transaction, event or course of action that
       results in a Change in Control.

       2.4.   "Anticipatory Termination" shall mean a Termination of
       Employment as a result of an act or event that occurs prior to a
       Change in Control and after the Announcement Date and either (i) at
       the request of any other party to a transaction, or any Person
       associated with the event or course of events (other than the Company
       or a Company

                                      -2-

<PAGE>

       Entity), that results in a Change in Control, or (ii) otherwise in
       contemplation of a Change in Control.

       2.5.   "Associate" shall have the meaning ascribed to such term in
       Rule 12b-2 promulgated under the Exchange Act.

       2.6.   "Beneficial Owner" shall have the meaning ascribed to such term
       in Rule 13d-3 promulgated under the Exchange Act.

       2.7.   "Board of Directors" shall mean the board of directors of the
       Company.

       2.8.   "Cause" shall mean (i) the continued (and in the case of a Full
       Change in Control, willful) failure by you to substantially perform
       your duties with the Company (other than any such failure resulting
       from your disability (as determined in accordance with the Company's
       disability programs as in effect from time to time) or from
       termination by you for Good Reason), after a written demand for
       substantial performance is delivered to you that specifically
       identifies the manner in which the Company believes that you have not
       substantially performed your duties, and you have failed to resume
       substantial performance of your duties on a continuous basis, (ii) in
       the case of a Full Change in Control, the willful engaging by you in
       conduct which is demonstrably and materially injurious to the Company,
       monetarily or otherwise; and in the case of a Partial Change in
       Control, gross and willful misconduct during the course of employment
       (regardless of whether the misconduct occurs on the Company's
       premises), including, but not limited to, theft, assault, battery,
       malicious destruction of property, arson, sabotage, embezzlement,
       harassment, acts or omissions which violate the Company's rules or
       policies (such as breaches of confidentiality), or other conduct which
       demonstrates a willful or reckless disregard of the interests of the
       Company or its Affiliates, or (iii) your conviction of a crime
       (including, without limitation, a misdemeanor offense) which impairs
       your ability substantially to perform your duties with the Company.

                                      -3-

<PAGE>

       Circumstances constituting Cause shall be determined in the sole
       discretion of the Company.

       2.9.   "Change in Control" shall mean a Full Change in Control or a
       Partial Change in Control.

       2.10.  "Code" shall mean the Internal Revenue Code of 1986, as amended.

       2.11.  "Company" shall mean U.S. Bancorp, a Delaware corporation, or
       any successor thereto pursuant to Section 8 hereof (including a
       Resulting Corporation) or by operation of law.

       2.12.  "Company Entity" shall mean the Company, any subsidiary of the
       Company or any employee benefit plan of the Company or of any
       subsidiary of the Company or any entity holding shares of the voting
       capital stock of the Company organized, appointed or established for,
       or pursuant to the terms of, any such plan.

       2.13.  "Continuing Director" shall mean 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 the date of this Agreement 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 the Company (or who is
       contemplating entering into such an agreement) to effect a
       consolidation or merger of the Company 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

                                      -4-

<PAGE>

       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 Section 2.16 of this
       Agreement.

       2.14.  "Date of Termination" shall mean the date specified in the
       Notice of Termination (except in the case of your death, in which case
       Date of Termination shall be the date of death); provided, however,
       that if your employment is terminated by the Company, in the case of a
       Full Change in Control the date specified in the Notice of Termination
       shall be at least 30 days from the date the Notice of Termination is
       given to you, except in the case of termination for Cause which may be
       a shorter period, and if your employment is terminated by you for Good
       Reason, the date specified in the Notice of Termination shall not be
       more than 30 days from the date the Notice of Termination is given to
       the Company. Notwithstanding the foregoing, in the event of an
       Anticipatory Termination, the Date of Termination shall be deemed to
       be the date of the Change in Control.  If Notice of Termination is
       given by you for Good Reason (Partial), and prior to the Date of
       Termination the Company terminates your employment for Cause, the Date
       of Termination shall be the date specified in the Notice of
       Termination provided by the Company in connection with the termination
       for Cause.  If Notice of Termination is given by you for Good Reason
       (Full), the Company shall not be entitled to terminate your employment
       for Cause following such Notice of Termination.

       2.15.  "Exchange Act" shall mean the Securities Exchange Act of 1934,
       as amended.

                                      -5-

<PAGE>

       2.16.  "Full Change In Control" shall mean any of the following
       occurring after the date of this Agreement:

              (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 the Company or any Person
       that a Person (other than a Company Entity) has become the Beneficial
       Owner, directly or indirectly, of securities of the Company (x)
       representing 20% or more, but not more than 50%, of the combined
       voting power of the Company'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 the Company'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 the Company 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 the Company and its
       subsidiaries or the adoption of any plan of liquidation or dissolution
       of the Company.

       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.

                                      -6-

<PAGE>

       2.17.  "Good Reason" shall mean either Good Reason (Full) or Good
       Reason (Partial).

       2.18.  "Good Reason (Full)" shall mean the occurrence of any one or
       more of the following events, without your express written consent,
       within 24 months following a Full Change in Control (or prior to a
       Full Change in Control in the event of an Anticipatory Termination):

              (A)    the assignment to you of any duties inconsistent in any
       respect with your position (including status, offices, titles, and
       reporting requirements), authorities, duties, or other
       responsibilities as in effect immediately prior to the Announcement
       Date or any other action of the Company which results in a
       diminishment in such position, authority, duties, or responsibilities,
       other than an insubstantial and inadvertent action which is remedied
       by the Company promptly after receipt of notice thereof given by you;

              (B)    a reduction by the Company in your base salary as in
       effect immediately prior to the Announcement Date (or as in effect
       following the Announcement Date, if greater);

              (C)    the failure by the Company to provide you total cash
       compensation (consisting of base salary plus cash bonus) with respect
       to any fiscal year (including the fiscal year in which the Full Change
       in Control occurs and the year prior to the fiscal year in which the
       Full Change in Control occurs if the cash bonus for such prior fiscal
       year has not been determined as of the date of the Full Change in
       Control, and including a portion of a fiscal year if a fiscal year is
       not complete at the end of the 24 month period following a Full Change
       in Control) at least equal to the greatest of (i) actual total cash
       compensation paid to you with respect to the fiscal year prior to the
       fiscal year for which the calculation is made, (ii) the average annual
       total cash compensation paid to you with respect to the two fiscal
       years prior to the fiscal year for which the calculation is made or
       (iii) if you were not an employee for the entire fiscal year prior to
       the fiscal year for which

                                      -7-

<PAGE>

       the calculation is made, your base salary plus target bonus as in
       effect immediately prior to the Announcement Date (or as in effect
       following the Announcement Date, if greater); (total cash compensation
       "with respect to any fiscal year" shall be determined at the time the
       bonus with respect to such fiscal year is determined, even if such
       bonus is determined after the 24-month period following a Full Change
       in Control, and the bonus portion of cash compensation for services
       rendered in a portion of a fiscal year determined at the end of 24
       months following a Full Change in Control shall be determined by
       reference to the pro-rata portion of any annual bonus for such fiscal
       year);

              (D)    a reduction by the Company in your annual target bonus
       or maximum bonus award opportunities as in effect immediately prior to
       the Announcement Date (or as in effect following the Announcement
       Date, if greater);

              (E)    the Company's requiring you to be based at a location
       that is both outside the same metropolitan area of, and in excess of
       30 miles from, the location of your principal office immediately prior
       to the Announcement Date;

              (F)    the failure by the Company to provide employee benefit
       plans, programs, policies and practices (including, without
       limitation, retirement plans and medical, dental, life and disability
       insurance coverage) to you and your family and dependents (if
       applicable) that provide substantially similar benefits, in terms of
       aggregate monetary value, to you and your family and dependents (if
       applicable) at substantially similar costs to you as the benefits
       provided by those plans, programs, policies and practices in effect
       immediately prior to the Announcement Date (or as in effect following
       the Announcement Date, if greater);

              (G)    the failure of the Company to obtain a satisfactory
       agreement from the Resulting Corporation or any other successor to the
       Company to assume and agree to perform this Agreement, as contemplated
       in Section 8 hereof; and

                                      -8-

<PAGE>

              (H)    any purported termination by the Company of your
       employment that is not effected pursuant to a Notice of Termination.

       2.19.  "Good Reason (Partial)" shall mean the occurrence of any one or
       more of the following events, without your express written consent,
       within 24 months following a Partial Change in Control (or prior to a
       Partial Change in Control in the event of an Anticipatory Termination):

              (A)    a reduction by the Company in your base salary as in
       effect immediately prior to the Announcement Date;

              (B)    a reduction by the Company in your annual target bonus
       or maximum bonus award opportunities as in effect immediately prior to
       the Announcement Date;

              (C)    the Company's requiring you to be based at a location
       that is both outside the same metropolitan area of, and in excess of
       30 miles from, the location of your principal office immediately prior
       to the Announcement Date; and

              (D)    any purported termination by the Company of your
       employment that is not effected pursuant to a Notice of Termination.

              Any event which may otherwise constitute Good Reason (Partial)
       shall cease to constitute Good Reason (Partial) if you do not have a
       Termination of Employment within 90 days following such event.

       2.20.  "Notice of Termination" shall mean a written notice which sets
       forth the Date of Termination and, in reasonable detail, the facts and
       circumstances claimed to provide a basis, if any, for termination of
       your employment.  In the event Notice of Termination is given by the
       Company in connection with a Full Change in Control, the Company
       cannot

                                      -9-

<PAGE>

       withdraw such notice without your written consent.  In the event
       Notice of Termination is given by the Company in connection with a
       Partial Change in Control, the Company can, on or before the scheduled
       Date of Termination, withdraw the Notice of Termination by providing
       you continued employment in your then current capacity or in another
       capacity.

       2.21.  "Partial Change in Control" shall mean any of the following
       occurring after the date of this Agreement:

              (A)    a consolidation or merger of the Company 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 the Company 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 the Company) and as
       a result of which the Continuing Directors constitute more than 50% of
       the Board of Directors of the Resulting Corporation;

              (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 the Company or any Person
       that a Person (other than a Company Entity) has become the Beneficial
       Owner, directly or indirectly, of securities of the Company
       representing 20% or more, but not more than 50%, of the combined
       voting power of the Company'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.

                                      -10-

<PAGE>

       2.22.  "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.

       2.23.  "Resulting Corporation" shall mean the surviving corporation in
       any consolidation, merger or other reorganization to which the Company
       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 the Company) is a party, then the Company shall be
       deemed the Resulting Corporation.

       2.24.  "Termination of Employment" shall mean your actual cessation of
       active employment as a result of a termination (a) by the Company for
       any reason other than Cause or (b) by you for Good Reason; but shall
       not include termination by reason of your death.  If Notice of
       Termination is given by you for Good Reason (Partial), and prior to
       the Date of Termination the Company terminates your employment for
       Cause, the termination shall be considered a termination by the
       Company for Cause and shall not be considered a Termination of
       Employment.

3.     TERMINATION PROCEDURES.

       3.1.   NOTICE OF TERMINATION.  Any purported termination of your
       employment by the Company or you (including a Termination of
       Employment) (other than by reason of your death) within 24 months
       following a Change in Control, and any Anticipatory Termination by the
       Company or you, shall be communicated by a Notice of Termination in
       accordance with Section 9 hereof.  No purported termination by the
       Company of your employment in such 24-month period (or prior thereto
       in the event of an Anticipatory Termination) shall be effective if it
       is not pursuant to a Notice of Termination.  Failure by you to provide
       Notice of Termination shall not limit any of your rights under this

                                      -11-

<PAGE>

       Agreement except to the extent the Company can demonstrate that it
       suffered actual damages by reason of such failure.

       3.2.   PARTICIPANT'S TERMINATION RIGHTS.  Your right to terminate your
       employment pursuant to the terms of this Agreement shall not be
       affected by your incapacity due to physical or mental illness.  Your
       continued employment shall not constitute consent to, or a waiver of
       rights with respect to, any circumstance constituting Good Reason
       (Full) pursuant to the terms of this Agreement.  Termination of your
       employment for Good Reason shall constitute termination for Good
       Reason for all purposes of this Agreement, notwithstanding that you
       may also thereby be deemed to have "retired" under any applicable
       retirement programs of the Company.

4.     QUALIFICATION FOR SEVERANCE BENEFITS.  Except as otherwise provided in
       this Section 4, to qualify for a severance payment from the Company or
       the Resulting Corporation under this Agreement, a Change in Control
       must occur and you must (a) be an employee of the Company or its
       Affiliates immediately prior to the time of such Change in Control
       (or, in the case of an Anticipatory Termination, immediately prior to
       the Announcement Date), (b) have a Termination of Employment that
       occurs within 24 months following such Change in Control or have an
       Anticipatory Termination, and (c) execute an effective general release
       of all claims against the Company and its Affiliates in the form and
       manner prescribed by the Company on or before the 60th day following
       the Date of Termination. Failure to execute the release referenced in
       the preceding clause (c) in a timely manner will result in a loss of
       qualification to receive any payments or benefits under this
       Agreement.  Notwithstanding the foregoing, you shall be deemed to have a
       Termination of Employment within 24 months following a Full Change in
       Control if the basis for Termination of Employment is Good Reason (Full)
       and if the reason that the Termination of Employment did not occur within
       such 24-month period is that cash compensation for services rendered in
       any portion of a fiscal year within 24 months following a Full Change in
       Control shall have been determined more than 24 months

                                      -12-

<PAGE>

       following a Full Change in Control; provided, that the Termination of
       Employment occurs within 10 days following determination of cash
       compensation for such fiscal year or portion thereof.  In the event that
       a Partial Change in Control is followed by a Full Change in Control,
       commencing on the date of the Full Change in Control, provisions in this
       Agreement relating to a Full Change in Control shall supersede provisions
       relating to a Partial Change in Control if you are employed by the
       Company or its Affiliates on the date of the Full Change in Control.  You
       shall not qualify for a severance payment from the Company or the
       Resulting Corporation under this Agreement if you have announced in
       writing, prior to the date the Company provides Notice of Termination to
       you, the intention to terminate employment or retire (other than pursuant
       to a Termination of Employment), provided, in the case of retirement,
       that any earlier termination by the Company or the Resulting
       Corporation does not result in the diminution of retirement benefits
       that you would have received if such retirement had occurred on your
       intended retirement date.  Further, you shall not qualify for a
       severance payment from the Company or the Resulting Corporation under
       this Agreement if at least 30 days prior to the Announcement Date the
       Company has announced that the business, line of business, unit, staff
       group or other identifiable business group, whether or not a legal
       entity, or operations in any designated geographical area, for which
       you are at such time employed will be divested, sold, downsized or
       restructured by the Company and you are informed in writing, prior to
       the occurrence of the Change in Control, that your employment will
       terminate as a result of such divestiture, sale, downsizing or
       restructuring; provided, that determinations and interpretation with
       respect to this provision shall be in the sole discretion of the
       Company.

5.     COMPENSATION UPON TERMINATION.

5.1.   AMOUNTS.  Upon qualification for severance benefits pursuant to this
       Agreement, you shall be entitled to the benefits, to be funded from
       the general assets of the Company, provided below:

                                      -13-

<PAGE>

              (A)    your full base salary through the Date of Termination at
       the rate in effect at the time Notice of Termination is given;

              (B)    an amount equal to three times the sum of (i) your
       annual base salary in effect at the time Notice of Termination is
       given or immediately prior to the date of the Change in Control,
       whichever is greater, plus (ii) the average actual incentive pay for
       the three fiscal years preceding the year in which the Announcement
       Date occurs, or, if you were not an employee of the Company for such
       three-year period, the average actual incentive pay for any prior full
       fiscal years, or, if you were not an employee of the Company for any
       such full fiscal year, your annual target bonus potential available at
       the time Notice of Termination is given or immediately prior to the
       date of the Change in Control, whichever is greater;

              (C)    for a 36-month period after the Date of Termination, the
       Company will arrange to provide you and your dependents (if
       applicable) with welfare benefits (including, without limitation,
       medical, dental, life, and individual disability insurance coverage)
       and perquisites that provide substantially similar benefits, in terms
       of aggregate monetary value, to you and your dependents (if
       applicable) at substantially similar costs to you as the welfare
       benefits and perquisites that would have been provided to you from
       time to time if you had not had a Termination of Employment; provided,
       however, that the Company may elect to pay the cash value of all or
       any portion of the 36-month continuation of perquisites and welfare
       benefits, other than those provided under a group welfare benefit
       plan, in a lump sum pursuant to Section 5.3 based on such value as of
       the date of the Change in Control (or, if greater, the date of
       Termination of Employment); and provided further that benefits
       otherwise receivable by you pursuant to this clause (C), other than
       those settled in a lump sum payment, shall be discontinued if you
       obtain full-time employment providing comparable welfare benefits
       during the 36-month period following such termination;

                                      -14-

<PAGE>

              (D)    the full amount of any long-term cash incentive award
       for any plan periods then in progress to the extent not provided for
       in such plan or plans;

              (E)    the year-to-date pro-rata amount of any annual cash
       incentive award for any plan as in effect immediately prior to the
       Change in Control to the extent not provided for in such plan or plans
       and the amount of any annual cash incentive award for any plan as in
       effect for the immediately prior year if you would have received such
       an award if there had not been a Termination of Employment in the then
       current year;

              (F)    credit for five (5) additional years of service under
       section 1.2.2(c)(iii) of the U.S. Bancorp Nonqualified Supplemental
       Executive Retirement Plan (or any appropriate successor to such
       section and/or plan) for purposes of determining the additional years
       of service with which you will be credited in the formulation of your
       accrued SERP benefit in that plan;

              (G)    to the extent not otherwise provided in the Company's
       qualified or non-qualified defined benefit plans in which you
       participate, if any, three (3) additional years of accruals premised
       on the assumption that you had continued in service with the Company
       and had received remuneration in the amount determined in accordance
       with Section 5.1(B) above, but said payment shall not be grossed up to
       reflect any tax deferral or other favorable tax treatment that would
       have resulted if the payment had been made under the terms of a
       qualified or non-qualified defined benefit plan; and

              (H)    individual outplacement counseling services.

       Notwithstanding the foregoing, the Company shall provide medical
       benefits pursuant to this section: (i) under the regular health
       program(s) of the Company to the extent that the Company determines
       that such benefits can be conferred without adverse effect on the
       underwriting, regulatory or tax treatment intended for those
       program(s), or (ii) under

                                      -15-

<PAGE>

       other arrangements selected by the Company which, in the sole
       discretion of the Company, satisfy the obligation that welfare
       benefits be substantially similar in terms of aggregate monetary value.

       5.2.   GROUP DISABILITY. The Company shall not be required to continue
       to provide group disability benefits following your Date of
       Termination other than with respect to benefits to which you became
       entitled prior to the Date of Termination and which are required to be
       paid following such Date of Termination in accordance with the terms
       of applicable disability plans or policies in effect prior to such
       Date of Termination.

       5.3.   TIME AND FORM OF CASH PAYMENTS.  The cash payments provided for
       in Sections 5.1(A), (B), (C) (to the extent the Company elects), (D)
       and (E) above shall be made not later than 20 days following the date
       on which all of the qualification requirements set forth in Section 4
       are met; provided, however, that if the amounts of such payments
       cannot be finally determined on or before such day, the Company shall
       pay to you on such day an estimate as determined in good faith by the
       Company of the minimum amount of such payments and shall pay the
       remainder of such payments (together with interest from the date of
       such estimated payment at the rate provided in Section 1274(b)(2)(B)
       of the Code) as soon as the amount thereof can be determined but in no
       event later than 45 days after the Date of Termination.  In the event
       that the amount of the estimated payment exceeds the amount
       subsequently determined to have been due, such excess shall constitute
       a loan by the Company to you payable no later than 30 days after
       demand by the Company (together with interest from the date of such
       estimated payment at the rate provided in Section 1274(b)(2)(B) of the
       Code).

       5.4.   LEGAL FEES AND EXPENSES.  The Company shall also pay to you any
       legal fees and expenses incurred by you (i) as a result of successful
       litigation against the Company for nonpayment of any benefit hereunder
       or (ii) in connection with any dispute with any Federal, state or
       local governmental agency with respect to benefits claimed under this

                                      -16-

<PAGE>

       Agreement.  If you utilize arbitration to resolve any such dispute,
       the Company will pay any legal fees and expenses incurred by you in
       connection therewith.

       5.5.   NO MITIGATION.  You shall not be required to mitigate the
       amount of any payment provided for in this Section 5 by seeking other
       employment or otherwise, nor shall the amount of any payment provided
       for in this Section 5 be reduced by any compensation earned by you as
       the result of employment by another employer after the Date of
       Termination, or otherwise, except as set forth in Section 5.1(C)
       hereof.

6.     ADDITIONAL PAYMENTS.  In the event you become entitled to payments
       under Section 5 of this Agreement, the Company shall cause its
       independent auditors promptly to review, at the Company's sole
       expense, the applicability of Section 4999 of the Code to such
       payments.  If such auditors shall determine that any payment or
       distribution of any type by the Company to you or for your benefit,
       whether paid or payable or distributed or distributable pursuant to
       the terms of this Agreement or otherwise (the "Total Payments"), would
       be subject to the excise tax imposed by Section 4999 of the Code, or
       any interest or penalties with respect to such excise tax (such excise
       tax, together with any such interest and penalties, are collectively
       referred to as the "Excise Tax"), then you shall be entitled to
       receive an additional cash payment (a "Gross-Up Payment") within 30
       days of such determination equal to an amount such that after payment
       by you of all taxes (including any interest or penalties imposed with
       respect to such taxes), including any Excise Tax, imposed upon the
       Gross-Up Payment, you would retain an amount of the Gross-Up Payment
       equal to the Excise Tax imposed upon the Total Payments.  For purposes
       of the foregoing determination, your tax rate shall be deemed to be
       the highest statutory marginal state and Federal tax rate (on a
       combined basis) (including your share of F.I.C.A. and Medicare taxes)
       then in effect.  If no determination by the Company's auditors is made
       prior to the time a tax return reflecting the Total Payments is
       required to be filed by you, you will be entitled to receive a
       Gross-Up Payment calculated on the basis of the Total Payments
       reported by you in such tax return, within 30 days of the

                                    -17-

<PAGE>

       filing of such tax return.  In all events, if any tax authority
       determines that a greater Excise Tax should be imposed upon the Total
       Payments than is determined by the Company's independent auditors or
       reflected in your tax return pursuant to this Section 6, you shall be
       entitled to receive the full Gross-Up Payment calculated on the basis
       of the amount of Excise Tax determined to be payable by such tax
       authority from the Company within 30 days of such determination.

7.     NONEXCLUSIVITY OF RIGHTS.    Nothing in this Agreement shall prevent
       or limit your continuing or future participation in any benefit,
       bonus, incentive, retirement or other plan or program provided by the
       Company and for which you may qualify, nor shall anything herein limit
       or reduce such rights as you may have under any other agreement with,
       or plan, program, policy or practice of, the Company.  Amounts which
       are vested benefits or which you are otherwise entitled to receive
       under any agreement with, or plan, program, policy or practice of, the
       Company (including, without limitation, the cash-out of unused
       vacation days upon termination of employment) shall be payable in
       accordance with such agreement, plan, program, policy or practice,
       except as explicitly modified by this Agreement.  Notwithstanding the
       foregoing, if you become entitled to benefits under this Agreement,
       you shall not be entitled to receive payments under any other
       severance pay plan or program sponsored or maintained by the Company
       or any of its Affiliates.

8.     SUCCESSORS.

              (A)    The Company will require the Resulting Corporation or
       any other successor (whether direct or indirect, by purchase, merger,
       consolidation, or otherwise) to all or substantially all of the
       business and/or consolidated assets of the Company and its
       subsidiaries to expressly assume and agree to perform this Agreement
       in the same manner and to the same extent that the Company would be
       required to perform if no such succession had taken place.  Failure of
       the Company to obtain such assumption and agreement prior to the
       effectiveness of any such succession shall entitle you to

                                      -18-

<PAGE>

       compensation from the Company in the same amount and on the same terms
       as you would be entitled under this Agreement if you met the
       qualification requirements set forth in Section 4, except that for
       purposes of implementing the foregoing, the date on which any such
       succession becomes effective shall be deemed the Date of Termination,
       and Notice of Termination shall be deemed to have been given on such
       date.

              (B)    This Agreement shall inure to the benefit of and be
       enforceable by your personal or legal representatives, executors,
       administrators, successors, heirs, distributees, devisees, and
       legatees. If you should die while any amount would still be payable to
       you hereunder if you had continued to live, all such amounts, unless
       otherwise provided herein, shall be paid in accordance with the terms
       of this Agreement, first to your surviving spouse, if any, and, if
       there is no surviving spouse, to your estate.

9.     NOTICE.  For the purpose of this Agreement, notices and all other
       communications provided for in the Agreement shall be in writing and
       shall be deemed to have been duly given when delivered or mailed by
       United States registered mail, postage prepaid, addressed to the other
       party as follows:

              If to the Company, to:

              U.S. Bancorp
              Attention:  Corporate Secretary
              601 Second Avenue South
              Minneapolis, Minnesota  55402

              If to you, to:

              ---------------------------

              ---------------------------

              ---------------------------


       Either party to this Agreement may change its address for purposes of
       this Section 8 by giving 15 days' prior notice to the other party
       hereto.

                                       -19-

<PAGE>

10.    MISCELLANEOUS.  No provision of this Agreement may be modified, waived
       or discharged unless such waiver, modification or discharge is agreed
       to in writing and signed by you and such officer as may be
       specifically designated by the Board.  The validity, interpretation,
       construction, and performance of this Agreement shall be governed by
       the laws of the State of Minnesota.

11.    VALIDITY.  The invalidity or unenforceability of any provision of this
       Agreement shall not affect the validity or enforceability of any other
       provision of this Agreement, which shall remain in full force and
       effect.

12.    COUNTERPARTS.  This Agreement may be executed in several counterparts,
       each of which shall be deemed to be an original but all of which
       together will constitute one and the same instrument.

13.    ARBITRATION.  If you so elect, any dispute or controversy arising
       under or in connection with this Agreement shall be settled
       exclusively by arbitration in accordance with the rules of the
       American Arbitration Association then in effect.  Judgment may be
       entered on the arbitrator's award in any court having jurisdiction;
       provided, however, that you shall be entitled to seek specific
       performance of your right to be paid until the Date of Termination
       during the pendency of  any dispute or controversy arising under or in
       connection with this Agreement.  If you do not elect arbitration, you
       may pursue any and all legal remedies available to you.

14.    EFFECTIVE DATE.  This Agreement shall become effective as of the date
       set forth above.

15.    EMPLOYMENT.  This Agreement does not constitute a contract of
       employment or impose on the Company any obligation to retain you as an
       employee, to continue your current employment status or to change any
       employment policies of the Company.

                                        -20-

<PAGE>


       If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter which
will then constitute our agreement on this subject.



Sincerely,


U.S. BANCORP


By
   -----------------------------
   Name:
   Title:


Agreed to and Accepted:



By
   -----------------------------
   Name:









                                      -21-