<PAGE>

                                   COMPOSITE COPY
                        As Amended Through January 19, 2000


                                    U.S. BANCORP
                             NONQUALIFIED SUPPLEMENTAL
                             EXECUTIVE RETIREMENT PLAN

<PAGE>

                                    U.S. BANCORP
                             NONQUALIFIED SUPPLEMENTAL
                             EXECUTIVE RETIREMENT PLAN

                             Effective January 1, 1992

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

             1.1.    History
             1.2.    Definitions
                     1.2.1.    Accrual Percentage
                     1.2.2.    Accrued SERP Benefit
                     1.2.3     Actuarial Equivalent
                     1.2.4.    Affiliate
                     1.2.5.    Average Compensation
                     1.2.6.    Beneficiary
                     1.2.8.    Change in Control
                     1.2.10.   Compensation
                     1.2.11.   Effective Date
                     1.2.12.   Employer
                     1.2.13.   Normal Retirement Age
                     1.2.14.   Participant
                     1.2.15.   Plan
                     1.2.16.   Plan Statement
                     1.2.17.   Principal Sponsor
                     1.2.18.   Prior Plans' Offset
                     1.2.19.   Projected Average Compensation
                     1.2.20.   Projected Cash Balance Account
                     1.2.21.   Projected Cash Balance Annuity
                     1.2.22.   Projected Compensation
                     1.2.23.   Projected PIA
                     1.2.25.   SERP Benefit
                     1.2.26.   Service
                     1.2.27.   Social Security Benefit
                     1.2.28.   Survivor Benefit
                     1.2.29.   Termination of Employment
                     1.2.30.   USB
             1.3.    Rules of Interpretation

                                      -i-

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SECTION 2.   ELIGIBILITY AND PARTICIPATION................................ 11

             2.1.    General Eligibility Rule
             2.2.    Specific Exclusion

SECTION 3.   PARTICIPANT'S BENEFIT........................................ 12

             3.1.    SERP Benefit
             3.2.    Suspension of Benefits
             3.3.    Change in Control Distributions
                     3.3.1.    Accelerated Determination of Participant Status
                     3.3.2.    Accelerated Payment Upon Request
                     3.3.3.    Forfeitures
             3.4.    Other Accelerated Distributions
                     3.4.1.    When Available
                     3.4.2.    Amount
                     3.4.3.    Forfeitures
             3.5.    Effect on Service

SECTION 4.   FORM OF PAYMENT.............................................. 16

             4.1.    Optional Forms of Payment
             4.2.    Payments in Case of Incompetency or Disability
             4.3.    Small Benefits

SECTION 5.   DEATH BENEFITS............................................... 17

             5.1.    Death Benefits
                     5.1.1.    Death Before SERP Benefit Commencement
                     5.1.2.    Death After SERP Benefit Commencement
             5.2.    Designation of Beneficiaries
                     5.2.1.    Right to Designate
                     5.2.2.    Failure of Designation
                     5.2.3.    Disclaimers by Beneficiaries
                     5.2.4.    Definitions
                     5.2.5.    Special Rules
                     5.2.6.    No Spousal Rights
             5.3.    Death Prior to Full Distribution

SECTION 6.   FUNDING OF PLAN.............................................. 21

             6.1.    Unfunded Agreement
             6.2.    Spendthrift Provision

                                      -ii-

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SECTION 7.   AMENDMENT AND TERMINATION.................................... 22

SECTION 8.   DETERMINATIONS -- RULES AND REGULATIONS...................... 23

             8.1.    Determinations
             8.2.    Rules and Regulations
             8.3.    Method of Executing Instruments
             8.4.    Claims Procedure
                     8.4.1.    Original Claim
                     8.4.2.    Claims Review Procedure
                     8.4.3.    General Rules
             8.5.    Information Furnished by Participants

SECTION 9.   PLAN ADMINISTRATION.......................................... 26

             9.1.    Principal Sponsor
                     9.1.1.    Officers
                     9.1.2.    Chief Executive Officer
                     9.1.3.    Board of Directors
             9.2.    Conflict of Interest
             9.3.    Administrator
             9.4.    Service of Process
             9.5.    IRC and ERISA Status

SECTION 10.  DISCLAIMERS.................................................. 28

             10.1.   Term of Employment
             10.2.   Source of Payment
             10.3.   Delegation

SCHEDULE I .............................................................. SI-1

SCHEDULE II ............................................................. SII-1

APPENDIX B -- CHANGE IN CONTROL DEFINITIONS .............................  B-1
</TABLE>
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                                    U.S. BANCORP
                             NONQUALIFIED SUPPLEMENTAL
                             EXECUTIVE RETIREMENT PLAN


                                     SECTION 1

                                    INTRODUCTION

1.1.    HISTORY.  U.S. Bancorp, a Delaware corporation (hereinafter
"Principal Sponsor") and certain subsidiaries of the Principal Sponsor have
heretofore adopted and currently maintain a tax qualified defined benefit
("cash balance") pension plan currently known as the "U.S. Bancorp Cash
Balance Pension Plan" (hereinafter the "Cash Balance Plan") and a tax
qualified defined contribution profit sharing plan (including a qualified
cash or deferred arrangement, sometimes called a Section 401(k) feature)
currently known as the "U.S. Bancorp 401(k) Savings Plan" (hereinafter the
"Savings Plan") for the purpose of providing retirement benefits for
employees.  The Cash Balance Plan and the Savings Plan are subject to the
Employee Retirement Income Security Act of 1974, as amended (hereinafter
"ERISA") and they are intended to qualify under section 401(a) of the
Internal Revenue Code of 1986, as amended (hereinafter "Code").

        By operation of section 401(a) of the Code, benefits which may be
paid under The Cash Balance Plan are restricted so that they do not exceed
certain maximum limitations established under section 415 of the Code. For
benefits accruing under The Cash Balance Plan during plan years beginning
after December 31, 1988, the maximum amount of annual compensation which may
be taken into account for any employee may not exceed a fixed dollar amount
which is established under section 401(a)(17) of the Code.  Regulations
issued under section 401(a)(4) of the Code limit the amounts and types of
remuneration that can be taken into account under The Cash Balance Plan
without engaging in discrimination in favor of highly compensated employees
which is prohibited for tax qualified plans under the Code.

        ERISA authorizes the establishment of an unfunded, nonqualified plan
of deferred compensation maintained by an employer solely for the purpose of
providing benefits for employees which are in excess of the limitations on
benefits imposed on qualified defined benefit plans by section 415 of the
Code. ERISA also authorizes the establishment of an unfunded, nonqualified
plan maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees.  To make
provision for such benefits, effective January 1, 1984, the Principal Sponsor
adopted the "First Bank System, Inc. Excess Benefit Plan" to provide benefits
not otherwise available under The Cash Balance Plan.  Effective January 1,
1989, that Plan was amended and restated by the adoption of the "First Bank
System, Inc. Excess Benefit Plan (1989 Restatement)."

        It is in the interest of this corporation to provide benefits to certain
executive employees in excess of those available under The Cash Balance Plan, to
provide the full allocations for those

<PAGE>

certain employees under The Cash Balance Plan without regard to the
limitations on benefits imposed by section 415, 401(a)(17) and 401(a)(4)  of
the Code, to coordinate the benefits provided to them under The Cash Balance
Plan and the Excess Plan and that an unfunded nonqualified deferred
compensation plan be maintained for those purposes.

        Therefore, this corporation does hereby establish this Plan, the
terms and conditions of which are as follows.

1.2.    DEFINITIONS.  Words used herein with initial capital letters which
are also defined in Section 1 of The Cash Balance Plan shall have the
meanings assigned in The Cash Balance Plan unless a contrary intention is
expressed herein.  When used herein with initial capital letters, the
following words have the following meanings:

        1.2.1.  ACCRUAL PERCENTAGE -- a number not greater than one
(expressed as either a decimal or a percentage) determined as of a specified
date which is equal to (a) divided by (b) divided by (c):

        (a)     Fifty-five percent (55%) of the Participant's Projected Average
                Compensation determined as of such specified date, minus the
                total of:

                  (i)   The Participant's Projected Cash Balance Annuity
                        determined as of such specified date, and

                 (ii)   Seventy-five percent (75%) of the Participant's
                        Projected PIA determined as of such specified date, and

                (iii)   The Participant's Prior Plans' Offset determined as of
                        such specified date.

        (b)     The Participant's Projected Average Compensation determined as
                of such specified date.

        (c)     The number (never less than one) of total possible years of
                continuous and full time service with the Employer which the
                Participant could have completed from his or her most recent
                date of hire to his or her Normal Retirement Age.  To the same
                extent that the Committee determines under Section 1.2.11 of the
                Plan Statement that a business entity was an Employer prior to
                the date on which the business entity first became an Employer,
                the business entity shall be considered an Employer for the
                purposes of this subparagraph.

The Accrual Percentage may decrease from time to time.

                                      -2-

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        1.2.2.  ACCRUED SERP BENEFIT -- a dollar amount determined as of a
specified date which is equal to the product of (a) multiplied by (b)
multiplied by (c):

        (a)     The Participant's Accrual Percentage determined as of such
                specified date.

        (b)     The Participant's Average Compensation determined as of such
                specified date.

        (c)     The number (which may be less than one, but may not
                exceed the number of years determined under Section 1.2.1(c)) of
                total years of continuous and full-time service with the
                Employer which the Participant has completed from his or her
                most recent date of hire to the date the Accrued SERP Benefit is
                determined; provided, however, that a Participant may receive
                credit for additional years of service, solely for purposes of
                this Section 1.2.2(c), under subparagraph (i), (ii) or (iii)
                below, using the greatest number if more than one applies, but
                not under more than one subparagraph:

                  (i)   If a Participant attains age 60 while employed by an
                        Employer, five additional years of service shall be
                        added to the years of continuous and full-time service
                        of such Participant.

                 (ii)   If a Participant is entitled to receive severance
                        payments under a severance pay plan maintained by an
                        Employer and such payments are made on account of a
                        Change in Control, there shall be included within the
                        years of continuous and full-time service of such
                        Participant the number of years and fractions of years
                        of such payments (even if such payments are paid in a
                        lump sum or other accelerated manner).

                (iii)   A Participant who terminates employment shall be
                        credited with additional years of service to the extent
                        such credit is expressly provided under the terms of an
                        employment agreement or a change in control severance
                        plan or agreement between the Participant and an
                        Employer.

The Accrued SERP Benefit may decrease from time to time. To the same extent
that the Committee determines under Section 1.2.12 of the Plan Statement that
a business entity was an Employer prior to the date on which the business
entity first became an Employer, the business entity shall be considered an
Employer for the purposes of this subparagraph.

        1.2.3   ACTUARIAL EQUIVALENT -- a benefit of equivalent value
computed on the basis of the actuarial tables, factors and assumptions set
forth in Appendix C to the Cash Balance Plan.

                                      -3-

<PAGE>

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

        1.2.5.  AVERAGE COMPENSATION -- a dollar amount which is the annual
average of the Participant's Compensation for each of the thirty-six (36)
calendar months ending with the last day of the calendar month immediately
before the date the Average Compensation is determined.  Average Compensation
may decrease from time to time.  For this purpose, short term annual
incentive compensation which has been determined in fact by the Employer
before the date as of which the Average Compensation is determined shall be
treated as if paid in fact before such event.  If it is not so determined
before such date, it shall be wholly disregarded for the purposes of this
Plan.  For this purpose, short term annual incentive compensation, although
paid less frequently, shall be evenly allocated to the calendar months with
respect to which it is paid. Notwithstanding anything apparently to the
contrary, in determining Average Compensation, there shall be taken into
account the short term annual incentive compensation attributable to the
thirty-six (36) calendar months preceding the date as of which the Average
Compensation is determined or, if it would produce a greater Average
Compensation, the short term annual incentive compensation attributable to
the thirty-six (36) calendar months ending with the December 31 preceding the
date as of which the Average Compensation is determined.

        1.2.6.  BENEFICIARY -- a person designated by a Participant (or
automatically by operation of this Plan Statement) to receive the Survivor
Benefit in the event of the Participant's death under circumstances when such
benefit is payable under Section 5.  A person so designated shall not be
considered a Beneficiary until the death of the Participant.

        1.2.7.  CASH BALANCE PLAN -- the tax-qualified defined benefit plan
known as the U.S. BANCORP CASH BALANCE PENSION PLAN, as the same is existing
and may be amended from time to time.

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

        1.2.9.  COMMITTEE -- the Compensation and Human Resources Committee
of the Board of Directors of the Principal Sponsor, and any successor thereto.

        1.2.10. COMPENSATION -- a dollar amount which is the annual amount of
base salary and short term annual incentive compensation paid to the
Participant for services rendered as an employee of the Employer.
Compensation may decrease from time to time.

        (a)     PRE-TAX RETIREMENT CONTRIBUTIONS.  Compensation shall include
                amounts which the Participant would have received and would have
                been included as Compensation but for section 402(e)(3) of the
                Code.

                                      -4-

<PAGE>

        (b)     CAFETERIA PLAN CONTRIBUTIONS.  Compensation shall include
                amounts which the Participant would have received and which
                would have been included as Compensation but for section 125 of
                the Code.

        (c)     DEFERRED COMPENSATION.  Notwithstanding the foregoing,
                Compensation shall include amounts of base salary and short term
                annual incentive compensation which were deferred at the
                election of the Participant or otherwise under a nonqualified
                plan of deferred compensation at the time such amounts would
                have been paid but for such election to defer and not at the
                time actually received by the Participant.

        1.2.11. EFFECTIVE DATE -- January 1, 1992.

        1.2.12. EMPLOYER -- the Principal Sponsor and any business entity
affiliated with the Principal Sponsor that employs persons who are designated
for participation in this Plan.  Unless the Committee determines otherwise,
no business entity shall be considered an Employer for any period of time
prior to the date on which the business entity first became an Employer.

        1.2.13. NORMAL RETIREMENT AGE -- a date determined as of a specified
date:

        (a)     for a Participant who is not yet age sixty-five (65) years as of
                the specified date, the last day of the calendar month in which
                the Participant will attain age sixty-five (65) years, or

        (b)     for a Participant who is age sixty-five (65) years or older as
                of the specified date, the last day of the calendar month
                immediately preceding the date as of which the Normal Retirement
                Age is being determined.

        1.2.14. PARTICIPANT -- an employee of an Employer who becomes a
Participant in the Plan in accordance with the provisions of Section 2.  An
employee who has become a Participant shall be considered to continue as a
Participant in the Plan until the date of the Participant's death or, if
earlier, the date when the Participant is no longer employed by an Employer
and upon which the Participant no longer has any SERP Benefit under the Plan
(that is, the Participant has received a distribution of all of the
Participant's SERP Benefit or the Participant's SERP Benefit has been
forfeited).

        1.2.15. PLAN -- the nonqualified deferred compensation plan of the
Employer established for the benefit of employees eligible to participate
therein, as first set forth in this Plan Statement.  (As used herein, "Plan"
refers to the legal entity established by an Employer and not to the document
pursuant to which the Plan is maintained.  That document is referred to
herein as the "Plan Statement.")  The Plan shall be referred to as the "U.S.
BANCORP NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN."

                                      -5-

<PAGE>

        1.2.16. PLAN STATEMENT -- this document entitled "U.S. BANCORP
NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN," as adopted by the
Principal Sponsor effective as of January 1, 1992, as the same may be amended
from time to time thereafter.

        1.2.17. PRINCIPAL SPONSOR -- U.S. BANCORP, a Delaware corporation, or
any successor thereto.

        1.2.18. PRIOR PLANS' OFFSET -- a dollar amount equal to the product
of the Participant's Projected Average Compensation multiplied by the factor
for that Participant determined from Schedule II to this Plan Statement.  The
factor for the participant shall be determined by reference to the
Participant's age at his or her most recent date of hire by the Employer;
provided, however, that in the event the Projected Cash Balance Annuity is
reduced as provided in the last sentence of Section 1.2.20(f), the factor
shall be determined by reference to the Participant's age as of the
applicable "conversion date" referred to in Section 1.2.20(f).  To the same
extent that the Committee determines under Section 1.2.12 of the Plan
Statement that a business entity was an Employer prior to the date on which
the business entity first became an Employer, the business entity shall be
considered an Employer for the purposes of this paragraph.

        1.2.19. PROJECTED AVERAGE COMPENSATION -- a dollar amount which is
the average of the Participant's Compensation or Projected Compensation or
both for each of the three (3) calendar years ending with:

        (a)     if the date as of which the Projected Average Compensation is
                determined is before the Participant's Normal Retirement Age,
                the calendar year in which the Participant would attain Normal
                Retirement Age, or

        (b)     if the date as of which the Projected Average Compensation is
                determined is on or after the Participant's Normal Retirement
                Age, the Plan Year in which the Participant's SERP Benefit is
                determined.

Projected Average Compensation may decrease from time to time.

        1.2.20. PROJECTED CASH BALANCE ACCOUNT -- a dollar amount equal to
the Account balance the Participant would be expected to have under The Cash
Balance Plan at his or her Normal Retirement Age based on the following
assumptions:

        (a)     The initial account balance shall be the balance determined
                under The Cash Balance Plan as of the last day of the Plan Year
                immediately preceding the date as of which the Projected Cash
                Balance Account is determined (together with such amounts as
                would have been included in such balance if there were no
                limitations on benefits under section 415 of the Internal
                Revenue Code

                                      -6-

<PAGE>

                and no limitations on compensation under section 401(a)(17)
                of the Internal Revenue Code).

        (b)     The Participant shall receive increases in recognized
                compensation at the rate Projected Compensation is deemed to
                increase under this Plan Statement.

        (c)     Compensation credits under the Cash Balance Plan shall be made
                under the terms of the Cash Balance Plan as they exist on the
                date as of which the Projected Cash Balance Account is
                determined.

        (d)     Interest credits under The Cash Balance Plan shall be made at an
                annual rate that is 3 percentage points greater than the rate at
                which Projected Compensation is deemed to increase under this
                Plan Statement.

        (e)     Compensation credits and interest credits under The Cash Balance
                Plan have been and shall be made as if there were no limitations
                on benefits under section 415 of the Internal Revenue Code and
                no limitations on compensation under section 401(a)(17) of the
                Internal Revenue Code.

        (f)     Subject to the following, the Participant's initial account
                balance shall not include any amounts attributable to service
                with a business entity prior to the date the business entity
                first became an Employer.  To the same extent that the Committee
                determines under Section 1.2.12 of the Plan Statement that a
                business entity was an Employer prior to the date on which the
                business entity first became an Employer, amounts attributable
                to service with the business entity shall be included in the
                Participant's initial account balance.  Notwithstanding anything
                to the contrary in this subsection (f), unless the Committee
                determines otherwise, in lieu of adjusting the initial account
                balance of a Participant to exclude amounts attributable to
                service with a business entity prior to the date the business
                entity first became an Employer, the Projected Cash Balance
                Annuity of any Participant whose prior employer pension is
                merged into the Cash Balance Plan on or after December 31, 1998,
                shall be reduced by the amount of the single life annuity
                benefit payable at Normal Retirement Age under the defined
                benefit pension plans of the prior employer which were converted
                into a lump sum amount and included in the Projected Cash
                Balance Account, such single life annuity to be calculated as of
                the conversion date (and to be determined without regard to the
                limitations on benefits under section 415 of the Internal
                Revenue Code and the limitation on compensation under section
                401(a)(17) of the Internal Revenue Code to the extent the prior
                employer maintained a plan or plans to provide such excess
                benefits).

        (g)     Projected Cash Balance Account may decrease from time to time.

                                      -7-

<PAGE>

        1.2.21. PROJECTED CASH BALANCE ANNUITY -- subject to the adjustment,
if any, provided under the last sentence of Section 1.2.20(f), a dollar
amount equal to the Actuarial Equivalent amount of single life annuity
payable at Normal Retirement Age which the Projected Cash Balance Account
will produce.

        1.2.22. PROJECTED COMPENSATION -- a separate dollar amount determined
for each Plan Year commencing after the date as of which Projected
Compensation is determined, assuming:

        (a)     the Participant continues to earn short-term incentive payments
                at the target levels, and

        (b)     the annual rate of the Participant's Compensation as of the
                first day of the Plan Year in which it is determined increased
                at four percent (4%) per annum, compounded annually, on the
                first day of each successive Plan Year.

Projected Compensation may decrease from time to time.

        1.2.23. PROJECTED PIA -- the dollar amount of annual old age Social
Security benefit expected to be paid to the Participant at the Participant's
Normal Retirement Age, assuming:

        (a)     that the Participant has had and continues to have taxable wages
                at or above the taxable wage base for Social Security purposes,

        (b)     that the maximum Social Security taxable wage base increases at
                the rate at which Projected Compensation is deemed to increase
                under this Plan Statement,

        (c)     that the consumer price index increases at one percentage point
                less than the rate at which Projected Compensation is deemed to
                increase under this Plan Statement.

        1.2.24. SAVINGS PLAN -- the tax-qualified defined contribution
("Section 401(k)") profit sharing plan known as the U.S. BANCORP 401(K)
SAVINGS PLAN, as the same is existing and may be amended from time to time.

        1.2.25. SERP BENEFIT -- a single, lump sum, dollar amount which is
equal to the Actuarial Equivalent present value of the Participant's Accrued
SERP Benefit payable as a single life annuity commencing at the Participant's
Normal Retirement Age. The SERP Benefit may decrease from time to time. The
SERP Benefit may be paid in any of the optional forms of payment which are
permitted under Section 4.1. Notwithstanding anything in this Section 1.2.25
to the contrary, if the Participant's Minimum Benefit under the Cash Balance
Plan exceeds the Participant's account balance thereunder (both determined
without regard to the limitations on benefits under Section 415 and Section
401(a)(17) of the Internal Revenue Code), the Participant's SERP Benefit

                                      -8-

<PAGE>

shall be the amount as determined above, reduced (but not below zero) by the
excess of such Minimum Benefit over the Participant's account balance as of
the date as of which the Participant's SERP Benefit is being determined.

        1.2.26. SERVICE -- a measure of an employee's service with all
Employers and all Affiliates (stated as a number of years) which is equal to
the number of years of "Vesting Service" determined under the rules of The
Cash Balance Plan (or any similar successor plan) as those rules may exist at
the time the Participant's Service is being determined.  For this purpose,
however, there shall be taken into account only years of continuous and full
time service with the Employer which the Participant has completed from his
or her most recent date of hire.  Unless the Committee determines otherwise,
service with an employer prior to the date on which the employer first became
an Employer shall not be taken into account for this purpose.  Any
determination by the Committee under this Section 1.2.26 shall be independent
of any determination by the Committee under Section 1.2.12 of the Plan
Statement.

        1.2.27. SOCIAL SECURITY BENEFIT -- the approximate monthly amount
available for the benefit of the Participant at age sixty-five (65) years,
(including amounts available for spouses but excluding amounts available for
other dependents), as an old age or disability insurance benefit under the
provisions of Title II of the Federal Social Security Act in effect on the
date of the Participant's Termination of Employment (or his or her
sixty-fifth birthday if the Termination of Employment is later than the
sixty-fifth birthday) whether or not payment of such amount in delayed,
suspended or forfeited because of failure to apply, accepting other work, or
any other similar reason within the control of the Participant (and
determined without any increases in cost of living, legislated changes or any
other similar factors). For this purpose, the Participant's spouse, if any,
shall be deemed to be the same age as the Participant.  Unless the
Participant shall have furnished verified proof of wages before the earlier
of his or her Termination of Employment or death, he or she shall be deemed
to have had taxable wages at or above the taxable wage base in all years
prior to the year of his or her Termination of Employment or death.  The
determination by the Principal Sponsor of the Social Security Benefit shall
be final and binding upon all parties interested in this Plan.

        1.2.28. SURVIVOR BENEFIT -- the lump sum benefit or single life
annuity payable to the Beneficiary of a deceased Participant pursuant to
Section 5.1.

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

                                      -9-

<PAGE>

        1.2.30. USB -- U.S. BANCORP, a Delaware corporation.

1.3.    RULES OF INTERPRETATION.  An individual shall be considered to have
attained a given age on the individual's birthday for that age (and not on
the day before).  The birthday of any individual born on a February 29 shall
be deemed to be February 28 in any year that is not a leap year.
Notwithstanding any other provision of this Plan Statement or any election or
designation made under the Plan, any individual who feloniously and
intentionally kills a Participant shall be deemed for all purposes of this
Plan and all elections and designations made under this Plan to have died
before such Participant.  A final judgment of conviction of felonious and
intentional killing is conclusive for the purposes of this Section.  In the
absence of a conviction of felonious and intentional killing, the Principal
Sponsor shall determine whether the killing was felonious and intentional for
the purposes of this Section.  Whenever appropriate, words used herein in the
singular may be read in the plural, or words used herein in the plural may be
read in the singular; the masculine may include the feminine; and the words
"hereof," "herein" or "hereunder" or other similar compounds of the word
"here" shall mean and refer to the 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 instrument has been executed and
delivered in the State of Minnesota and has been drawn in conformity to the
laws of that State and shall, except to the extent that federal law is
controlling, be construed and enforced in accordance with the laws of the
State of Minnesota.

                                      -10-

<PAGE>

                                      SECTION 2

                           ELIGIBILITY AND PARTICIPATION

2.1.    GENERAL ELIGIBILITY RULE.  The status of an employee as a Participant
in this Plan shall be determined only as of Termination of Employment or
death. Each employee who:

        (a)     has not less than five (5) years of Service with U.S. BANCORP
                and its subsidiaries at Termination of Employment or death; and

        (b)     was actively employed at Grade 18 or above for at least one year
                immediately prior to Termination of Employment or death; and

        (c)     is a "highly compensated employee" as defined in Code
                section 414(q) at the time of Termination of Employment or
                death; and

        (d)     was actively employed by an Employer on or after January 1,
                1992,

shall be a Participant in this Plan at his or her Termination of Employment
or death (subject to Section 2.2 and all other rules of this Plan Statement).
Notwithstanding the foregoing, the Chief Executive Officer of the Principal
Sponsor may exclude any individual who would otherwise be Participant from
being a Participant and such determination shall be effective if such person
receives notice of such determination in writing before his or her
Termination of Employment.

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

                                      -11-

<PAGE>

                                     SECTION 3

                               PARTICIPANT'S BENEFIT

3.1.    SERP BENEFIT.  Upon Termination of Employment, the Participant shall
receive a SERP Benefit determined as of the date of the Termination of
Employment. The SERP Benefit shall be paid in a single lump sum unless an
election of an optional form of payment is in effect under Section 4.1.
Payment shall be made or commenced as soon as may be practicable on or after
the fifteenth day of the second calendar month following Termination of
Employment. Such payment shall be in full and complete discharge of all
benefits payable to, or with respect to, the Participant under this Agreement
including, but not limited to, any Survivor Benefit to which his or her
Beneficiary might otherwise have been entitled. The consent of a spouse or
Beneficiary shall not be required before making the single lump sum payment
or optional form of payment herein described.

3.2.    SUSPENSION OF BENEFITS.  The SERP Benefit shall not be paid during
employment, reemployment or continued employment under rules adopted by the
Principal Sponsor.  Until such rules are adopted, the suspension of benefits
rules of The Cash Balance Plan shall apply.

3.3.    CHANGE IN CONTROL DISTRIBUTIONS.

        3.3.1.  ACCELERATED DETERMINATION OF PARTICIPANT STATUS.
Notwithstanding anything apparently to the contrary in this Plan Statement,
upon the occurrence of a Full Change in Control all employees who would be
considered Participants if they had a Termination of Employment on the date
of the Full Change in Control shall be considered Participants; and
notwithstanding anything apparently to the contrary in this Plan Statement,
upon the occurrence of a Qualifying Termination any employee who would be
considered a Participant if such employee had a Termination of Employment on
the date of such Qualifying Termination shall be a Participant.  This
determination shall be made without regard to whether such employees have
five (5) or more years of Service with U.S. BANCORP and its subsidiaries at
the date of such Full Change in Control or Qualifying Termination and without
regard to whether such employees were actively employed at Grade 18 or above
for at least one year immediately prior to the date of such Full Change in
Control or Qualifying Termination (if such employees were actively employed
at Grade 18 or above immediately prior to the date of such Full Change in
Control or Qualifying Termination).

        3.3.2.  ACCELERATED PAYMENT UPON REQUEST.  A Participant who has not
yet commenced to receive payments of the SERP Benefit may receive a
distribution of his or her entire SERP Benefit (after reduction for the
forfeiture described in Section 3.4.3) if a Full Change in Control or a
Qualifying Termination has occurred.

        3.3.3.  FORFEITURES.  Upon the approval of a Change in Control
distribution, there shall be irrevocably forfeited from the SERP Benefit of
the Participant an amount equal to five percent (5%) of the SERP Benefit.  A
Participant receiving this distribution of the SERP Benefit on account of a
Change in Control shall not thereafter ever be a Participant in the Plan
again.

                                      -12-

<PAGE>

3.4.    OTHER ACCELERATED DISTRIBUTIONS.

        3.4.1.  WHEN AVAILABLE.  At any time following the Participant's
Termination of Employment, the Participant or the Beneficiary of a deceased
Participant who has elected an optional form of payment under Section 4.1 may
elect to receive an accelerated distribution of the SERP Benefit in a lump
sum payment determined under this Section 3.4 payable sixty (60) days after
giving the Principal Sponsor written notice of the election on a form
furnished by and filed with the Principal Sponsor.

        In the event of the severe financial hardship of a Participant
following Termination of Employment or of a Beneficiary, the Participant or
Beneficiary may elect to receive an accelerated distribution of part of the
SERP benefit in a lump sum payment determined under this Section 3.4.  The
Principal Sponsor shall determine whether a severe financial hardship exists
in its sole discretion, in good faith, and on a uniform, nondiscriminatory
and reasonable basis.

        3.4.2.  AMOUNT.  Subject to penalties under Section 3.4.3, the amount
of any accelerated lump sum distribution shall be determined as follows:

        (a)     Before the commencement of payment of the SERP Benefit, the lump
                sum payment to a Participant shall equal the Participant's SERP
                Benefit.

        (b)     After the commencement of payment of the SERP Benefit, the lump
                sum payment to a Participant shall equal the difference between
                (i) minus (ii) below, determined as of the date for the
                commencement of SERP Benefit payments (the "Commencement Date")
                and accumulated to the date of the lump sum payment using the
                same interest rate that is used in calculating the amounts under
                (i) and (ii):

                 (i)    The lump sum value of the Participant's Accrued SERP
                        Benefit determined as of the Participant's Commencement
                        Date,

                (ii)    The lump sum value of the SERP Benefit payments
                        previously paid to the Participant discounted to the
                        Participant's Commencement Date.  The lump sum value of
                        the SERP Benefit payments previously paid to the
                        Participant shall be calculated based on the monthly
                        payments which would have been made if the Participant
                        had elected to receive the SERP Benefit as a single life
                        annuity, irrespective of the optional form of payment of
                        the SERP Benefit actually elected by the Participant.

        (c)     The lump sum payment to a Beneficiary of a deceased Participant
                shall be determined in a manner similar to that used for a
                Participant, except that the lump sum payment shall only reflect
                the value of the remaining payments of

                                      -13-

<PAGE>

                the SERP Benefit which would be made to the Beneficiary under
                the optional form of payment elected by the Participant
                assuming that the Beneficiary dies upon reaching his or her
                original life expectancy determined as of the Participant's
                Commencement Date.

        (d)     For an accelerated distribution to a Participant or Beneficiary
                on account of a severe financial hardship, the lump sum payment
                shall not exceed the amount necessary to relieve the hardship,
                and subsequent payments of the SERP Benefit shall be reduced
                according to the ratio of (i) to (ii) below:

                 (i)    The amount of the hardship distribution paid to the
                        Participant or Beneficiary,

                (ii)    The entire lump sum payment which the Participant or
                        Beneficiary could have elected to receive on the date of
                        the hardship distribution.

                For example, if the hardship distribution represents forty
                percent (40%) of the entire lump sum distribution which could
                have been received,  subsequent payments to the Participant or
                Beneficiary will each be reduced by forty percent (40%).

        (e)     All calculations under this Section 3.4. shall be based on the
                tables, factors (including interest rate), and assumptions that
                are set forth in Appendix A to this Plan Statement for
                determining Actuarially Equivalent benefits.

        (f)     All calculations under this Section 3.4 shall be made by the
                Principal Sponsor, and its determinations with respect to
                accelerated distributions shall be final and binding on all
                parties.

        3.4.3.  FORFEITURES.  Any lump sum payment under this Section 3.4,
except any hardship distribution, shall be reduced by a penalty equal to ten
percent (10%) of such payment which shall be forfeited to the Principal
Sponsor; provided, however, that if any such payment is made within 24 months
after a Change in Control has occurred, the penalty shall be equal to five
percent (5%). Notwithstanding any other provisions of this Plan, no penalty
shall apply if the Principal Sponsor determines, based on the advice of
counsel or a final determination by the Internal Revenue Service or any court
of competent jurisdiction, that by reason of the elective provisions of this
Section 3.4, any Participant or Beneficiary has recognized or will recognize
gross income for federal income tax purposes under this Plan in advance of
payment to him or her of the SERP Benefit.  The Principal Sponsor may also
reduce or eliminate the penalty if it determines that this action will not
cause any Participant or Beneficiary to recognize gross income for federal
income tax purposes under this Plan in advance of payment of the SERP Benefit.

                                      -14-

<PAGE>

3.5.    EFFECT ON SERVICE.  If a Participant receives a lump sum distribution
or commences to receive any optional form of payment of the Participant's
SERP Benefit, the Plan shall thereafter disregard the Participant's Service
and the Participant's years of continuous and full-time service used in
determining the SERP Benefit with respect to which the Participant received
or commenced to receive such distribution.










                                      -15-

<PAGE>

                                      SECTION 4

                                  FORM OF PAYMENT

4.1.    OPTIONAL FORMS OF PAYMENT.  An employee who has four (4) or more
years of Service with U.S. BANCORP, is actively employed at Grade 18 or
above, and is a "highly compensated employee" as defined in Code section
414(q) may elect at any time more than 12 months preceding Termination of
Employment to have the SERP Benefit paid in monthly payments as a single life
annuity, 50% or 100% joint and survivor annuity, or single life annuity with
10 or 15 year certain payments.  All optional forms of payment shall have the
same Actuarial Equivalent present value as the lump sum payment.  An election
of an optional form of payment must be made by the Participant in writing on
a form furnished by and filed with the Principal Sponsor and may be changed
at any time more than 12 months preceding Termination of Employment. Any
election which is not timely made will be disregarded. Notwithstanding such
an election, an optional form of payment of the SERP Benefit (other than a
lump sum payment) will only be made to a Participant who has a Termination of
Employment (A) after attaining age 65 or (B) after attaining age 55, when the
sum of the Participant's age and years of continuous and full-time service
with the Employer equals or exceeds 65.

4.2.    PAYMENTS IN CASE OF INCOMPETENCY OR DISABILITY.  In case of legal
incompetency or disability, (including minority), of a person entitled to
receive any payment under this Plan, payment may be made, if the Principal
Sponsor has been advised of the existence of such condition:

        (a)     to the duly appointed guardian, conservator or other legal
                representative of such incompetent or disabled person; or

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

Any payment made in accordance with this Section shall constitute a complete
discharge of any liability or obligation of this Plan, the Principal Sponsor
and all Employers therefor.

4.3.    SMALL BENEFITS.  Notwithstanding any other provision of this Plan
Statement to the contrary, the Principal Sponsor, in its discretion, may pay
any benefit which is payable under the Plan to a Participant or Beneficiary
in a lump sum payment if the lump sum amount which is payable is less than
$50,000.

                                      -16-

<PAGE>

                                     SECTION 5

                                   DEATH BENEFITS

5.1.    DEATH BENEFITS.

        5.1.1.  DEATH BEFORE SERP BENEFIT COMMENCEMENT.  Upon the death of a
Participant who at his or her death had not yet commenced to receive payment
of the SERP Benefit under the Plan, there shall be paid to the Participant's
Beneficiary the single lump sum which the Participant would have received
under Section 3.1 if the Participant had not died, but had instead had a
Termination of Employment on the date of his or her death; provided, however,
that an employee who is eligible to make an election under Section 4.1 may
elect at any time prior to his or her death to have the death benefit which
is payable upon his or her death before commencement of payment of the SERP
Benefit paid as a single life annuity for the life of the Beneficiary.  Such
single life annuity shall have the same Actuarial Equivalent present value as
the lump sum payment which would otherwise be made to the Beneficiary.  An
election to have the death benefit paid as a single life annuity must be made
by the employee eligible to make such an election in writing on a form
furnished by and filed with the Principal Sponsor and may be changed at any
time during such employee's lifetime before commencement of payment of the
SERP Benefit.  Payment to the Beneficiary shall be made or commenced as soon
as may be practicable on or after the fifteenth day of the second calendar
month after the death of the Participant.

        5.1.2.  DEATH AFTER SERP BENEFIT COMMENCEMENT.  If payment to a
Participant of the SERP Benefit has been made in a lump sum or commenced as a
single life annuity, no death benefit will be payable upon the death of the
Participant. If payment to a Participant of the SERP Benefit has commenced as
a 50% or 100% joint and survivor annuity or as a single life annuity with 10
or 15 year certain payments, payments will be made following the death of the
Participant only in accordance with the terms of the optional form of payment
of the SERP Benefit which was elected by the Participant.

5.2.    DESIGNATION OF BENEFICIARIES.

        5.2.1.  RIGHT TO DESIGNATE.  Each employee who is eligible to make an
election under Section 4.1 may designate, upon forms to be furnished by and
filed with the Principal Sponsor, one or more primary Beneficiaries or
alternate Beneficiaries to receive all or a specified part of such employee's
Survivor Benefit in the event of his or her death. Such employee may change
or revoke any such designation from time to time before commencement of
payment of the SERP Benefit without notice to or consent from any Beneficiary
or spouse.  No such designation, change or revocation shall be effective
unless executed by the employee eligible to make such designation and
received by the Principal Sponsor during such employee's lifetime and prior
to commencement of payment of the SERP Benefit.

                                      -17-

<PAGE>

        5.2.2.  FAILURE OF DESIGNATION.  If a Participant:

        (a)     fails to designate a Beneficiary,

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

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

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

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

        5.2.3.  DISCLAIMERS BY BENEFICIARIES.  A Beneficiary entitled to a
distribution of all or a portion of a deceased Participant's Survivor Benefit
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 lump sum death
benefit at the time such disclaimer is executed and delivered, and must have
attained at least age twenty-one (21) years as of the date of the
Participant's death.  Any disclaimer must be in writing and must be executed
personally by the Beneficiary before a notary public.  A disclaimer shall
state that the Beneficiary's entire interest in the undistributed Survivor
Benefit is disclaimed or shall specify what portion thereof is disclaimed.
To be effective, duplicate original executed copies of the disclaimer must be
both executed and actually delivered to the Principal Sponsor after the date
of the Participant's death but not later than one hundred eighty (180) days
after the date of the Participant's death.  A disclaimer shall be irrevocable
when delivered to the Principal Sponsor.  A disclaimer shall be considered to
be delivered to the Principal Sponsor only when actually received by the
Principal Sponsor.  The Principal Sponsor shall be the sole judge of the
content, interpretation and validity of a purported disclaimer.  Upon the
filing of a valid disclaimer, the Beneficiary shall be considered not to have
survived the Participant as to the interest disclaimed. A disclaimer by a
Beneficiary shall not be considered to be a transfer of an interest in
violation of the provisions of Section 6 and shall not be considered to be an
assignment or alienation of benefits in violation of federal law prohibiting
the assignment or alienation of benefits under this Plan.  No other form of
attempted disclaimer shall be recognized by the Principal Sponsor.

                                      -18-

<PAGE>

        5.2.4.  DEFINITIONS.  When used herein and, unless the Participant
has otherwise specified in the Participant's Beneficiary designation, when
used in a Beneficiary designation, "issue" means all persons who are lineal
descendants of the person whose issue are referred to, including legally
adopted descendants and their descendants but not including illegitimate
descendants and their descendants; "child" means an issue of the first
generation; "per stirpes" means in equal shares among living children of the
person whose issue are referred to and the issue (taken collectively) of each
deceased child of such person, with such issue taking by right of
representation of such deceased child; and "survive" and "surviving" mean
living after the death of the Participant.

        5.2.5.  SPECIAL RULES.  Unless the Participant has otherwise
specified in the Participant's Beneficiary designation, the following rules
shall apply:

        (a)     If there is not sufficient evidence that a Beneficiary was
                living at the time of the death of the Participant, it shall be
                deemed that the Beneficiary was not living at the time of the
                death of the Participant.

        (b)     The automatic Beneficiaries specified in Section 5.2.2 and the
                Beneficiaries designated by the Participant shall become fixed
                at the time of the Participant's death so that, if a Beneficiary
                survives the Participant but dies before the receipt of all
                payments due such Beneficiary hereunder, such remaining payments
                shall be payable to the representative of such Beneficiary's
                estate.

        (c)     If the Participant designates as a Beneficiary the person who is
                the Participant's spouse on the date of the designation, either
                by name or by relationship, or both, the dissolution, annulment
                or other legal termination of the marriage between the
                Participant and such person shall automatically revoke such
                designation.  (The foregoing shall not prevent the Participant
                from designating a former spouse as a Beneficiary on a form
                executed by the Participant and received by the Principal
                Sponsor after the date of the legal termination of the marriage
                between the Participant and such former spouse, and during the
                Participant's lifetime.)

        (d)     Any designation of a nonspouse Beneficiary by name that is
                accompanied by a description of relationship to the Participant
                shall be given effect without regard to whether the relationship
                to the Participant exists either then or at the Participant's
                death.

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

                                      -19-

<PAGE>

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

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

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













                                      -20-

<PAGE>

                                     SECTION 6

                                  FUNDING OF PLAN

6.1.    UNFUNDED AGREEMENT.  The obligation of the Employers to make payments
under this Plan constitutes only the unsecured (but legally enforceable)
promise of the Employers to make such payments.  The Participant shall have
no lien, prior claim or other security interest in any property of any
Employer.  If a fund is established by the Employers in connection with this
Plan, the property therein shall remain the sole and exclusive property of
the Employers.  The Employers will pay the cost of this Plan out of their
general assets.

If the Principal Sponsor elects to finance all or a portion of its costs in
connection with this Plan through the purchase of life insurance or other
similar investments, the Participant agrees, as a condition of participation
in this Plan, to cooperate with the Principal Sponsor in the purchase of such
investment to any extent reasonably required by the Principal Sponsor and
relinquishes any claim he or she may have either for himself or herself or
any beneficiary to the proceeds of any such investment or any other rights or
interests in such investment.  If a Participant fails or refuses to
cooperate, then notwithstanding any other provision of this Plan Statement
(including, without limiting the generality of the foregoing, Section 4) the
Principal Sponsor shall immediately and irrevocably terminate and forfeit the
Participant's entitlement to benefits under the Plan.

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

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

                                      -21-

<PAGE>

                                      SECTION 7

                             AMENDMENT AND TERMINATION

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

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

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

Notwithstanding the rules of Section 2, for the purposes of the rules of this
Section 7, each employee who would be a Participant at the time of the Full
Change in Control if he or she: (i) had a Termination of Employment
coincident with the Full Change in Control, and (ii) had not less than five
(5) years of Service with U.S. BANCORP and its subsidiaries and at least one
year active employment at Grade 18 or above at the time of the Full Change in
Control, shall be considered a Participant (assuming that such employees were
actively employed at Grade 18 or above immediately prior to the time of the
Full Change in Control).  No modification of the terms of this Plan Statement
shall be effective unless it is in writing and signed on behalf of the
Principal Sponsor by a person authorized to execute such writing.  No oral
representation concerning the interpretation or effect of this Plan Statement
shall be effective to amend the Plan Statement.










                                      -22-

<PAGE>

                                    SECTION 8

                      DETERMINATIONS -- RULES AND REGULATIONS

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

8.2.    RULES AND REGULATIONS.  Any rule not in conflict or at variance with
the provisions hereof may be adopted by the Principal Sponsor.  The Principal
Sponsor shall adopt rules regarding the computation of continuous and full
time service with the Employer including, without limiting the generality of
the foregoing, rules regarding the exclusion of periods of employment with
respect to which benefits may have been previously paid under this Plan, the
exclusion of periods of employment at levels or in positions not covered by
this Plan, the computation of continuous and full time service upon the
reemployment of a former employee and the exclusion of periods of employment
when disabled (under the Employer's separate plan of long term disability
benefits or otherwise). Such rules shall also prescribe the effect of loss of
eligibility, deemed Termination of Employment upon loss of eligibility, the
computation of continuous and full time service upon reemployment and the
method for computing the Projected Cash Balance Account when the period
benefits accrued under The Cash Balance Plan does not match the period of
continuous and full time service under this Plan.

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

8.4.    CLAIMS PROCEDURE.  The claims procedure set forth in this Section 8.4
shall be the exclusive procedure for the disposition of claims for benefits
arising under the Plan until such time as a Full Change in Control occurs.

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

                                      -23-

<PAGE>

        (a)     the specific reasons for the denial;

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

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

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

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

        8.4.3.  GENERAL RULES.

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

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

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

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

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

                                      -24-

<PAGE>

                claim or request for a review of a denied claim shall be
                deemed to have been denied.

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

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

                                      -25-

<PAGE>

                                    SECTION 9

                                PLAN ADMINISTRATION

9.1.    PRINCIPAL SPONSOR.

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

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

        9.1.3.  BOARD OF DIRECTORS.  Notwithstanding the foregoing, the
Committee of the Board of Directors of the Principal Sponsor shall have the
exclusive authority, which may not be delegated, to act for the Principal
Sponsor to amend this Plan Statement, to terminate this Plan, and to
determine eligibility to participate in the Plan under Section 2.

9.2.    CONFLICT OF INTEREST.  If any officer or employee of the Principal
Sponsor or any Employer, or any member of the Committee of the Board of
Directors of the Principal Sponsor or any Employer to whom authority has been
delegated or redelegated hereunder shall also be a Participant in the Plan,
such Participant shall have no authority as such officer, employee or member
with respect to any matter specially affecting such Participant's individual
interest hereunder or the interest of a person superior to him or her in the
organization (as distinguished from the interests of all Participants and
Beneficiaries or a broad class of Participants and Beneficiaries), all such
authority being reserved exclusively to the other officers, employees or
members as the case may be, to the exclusion of such Participant, and such
Participant shall act only in such Participant's individual capacity in
connection with any such matter.

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

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

9.5.    IRC AND ERISA STATUS.  This Plan is intended to be a nonqualified
deferred compensation arrangement.  The rules of section 401(a) et. seq. of
the Code shall not apply to this Plan.  This Plan is adopted with the
understanding that it is in part an unfunded excess benefit plan within the
meaning of section 3(36) ERISA and is in part an unfunded plan maintained
primarily for the

                                      -26-

<PAGE>

purpose of providing deferred compensation for a select group of management
or highly compensated employees as provided in sections 201(2), 301(3) and
401(a)(1) of ERISA.  Each provision hereof shall be interpreted and
administered accordingly. This Plan shall not alter, enlarge or diminish any
person's employment rights or obligations or rights or obligations under The
Cash Balance Plan or any other plan.

        It is specifically contemplated that The Cash Balance Plan and the
Excess Plan will, from time to time, be amended and possibly terminated.  All
such amendments and termination shall be given effect under this Plan (it
being expressly intended that this Plan shall not lock in the benefit
structures of The Cash Balance Plan and the Excess Plan as they exist at the
adoption of this Plan or upon the commencement of participation, or
commencement of benefits by any Participant).

        This Plan will not provide any excess benefits with respect to any
profit sharing plan, stock bonus plan, employee stock ownership plan or
PAYSOP. This Plan shall be construed to prevent the duplication of benefits
provided under any other plan or arrangement, whether qualified or
nonqualified, funded or unfunded, to the extent that such other benefits are
provided directly or indirectly by an Employer.







                                      -27-

<PAGE>

                                     SECTION 10

                                    DISCLAIMERS

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

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

10.3.   DELEGATION.  The Employers and their officers and the members of
their Boards 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.






                                      -28-

<PAGE>

                                     SCHEDULE I

                              PARTICIPATING EMPLOYERS

                          Effective as of January 1, 1995

<TABLE>
<CAPTION>

NAME                                                         EMPLOYER ID NUMBER
----                                                         ------------------
<S>                                                             <C>
Boulevard Bank National Association                             36-1521230
Boulevard Technical Services, Inc., Chicago, IL                 36-3610403
Colorado Capital Advisors, Inc., Denver, CO                     84-1072892
Colorado National Bank, Denver, CO                              84-0165025
Colorado National Bank Aspen, Aspen, CO                         84-0671596
Colorado National Bankshares, Inc., Denver, CO                  84-0571505
Colorado National Leasing, Inc., Denver, CO                     84-0636453
Colorado National Service Corporation, Denver, CO               84-1041820
FBS Ag. Credit, Inc., Englewood, CO                             84-0818505
FBS Business Finance Corporation, Minneapolis, MN               41-0832663
FBS Card Services, Inc., Minneapolis, MN                        41-1558798
FBS Information Services Corporation, St. Paul, MN              41-0880291
FBS Investment Services, Inc., Denver, CO                       84-1019337
FBS Mortgage Corporation, Minneapolis, MN                       58-1025135
First Bank (N.A.), Milwaukee, WI                                39-0152428
First Bank Montana, National Association, Billings, MT          81-0166295
First Bank National Association, Minneapolis, MN                41-0256895
First Bank of North Dakota, National Association, Fargo, ND     45-0164355
First Bank of South Dakota, National Association,
 Sioux Falls, SD                                                46-0168855
First Bank System, Inc., Minneapolis, MN                        41-0255900
First National Bank of East Grand Forks, East Grand Forks, MN   41-0417860
First System Agencies, Inc., Minneapolis, MN                    41-0831328
First System Services, Inc., Minneapolis, MN                    41-0257030
First Trust National Association, St. Paul, MN                  41-0257700
First Trust Company of Montana, National Association,
 Billings, MT                                                   81-0259015
First Trust Company of North Dakota, Fargo, ND                  45-0342631
First Trust of California, National Association,
 San Francisco, CA                                              94-3160100
First Trust of New York, National Association, New York, NY     13-3781471
First Trust Washington, Seattle, WA                             91-1587893
Republic Acceptance Corporation, Minneapolis, MN                41-1753837
Rocky Mountain BankCard System, Inc., Denver, CO                84-1010148

</TABLE>

                                   SI-1
<PAGE>

                                    SCHEDULE II

                                PRIOR PLANS' OFFSET

<TABLE>
<CAPTION>

        AGE AT MOST RECENT HIRE DATE                            FACTOR
        ----------------------------                            ------
        <S>                                                    <C>
                36                                              0.45%
                37                                              0.94%
                38                                              1.47%
                39                                              2.06%
                40                                              2.71%
                41                                              3.41%
                42                                              4.18%
                43                                              5.01%
                44                                              5.92%
                45                                              6.91%
                46                                              7.98%
                47                                              9.14%
                48                                             10.40%
                49                                             11.76%
                50                                             13.23%
                51                                             14.82%
                52                                             16.53%
                53                                             18.38%
                54                                             20.37%
                55                                             22.51%
                56                                             24.82%
                57                                             27.30%
                58                                             29.97%
                59                                             32.83%
                60                                             35.91%
                61                                             39.21%
                62                                             42.76%
                63                                             46.56%
                64                                             50.63%
                65                                             55.00%
</TABLE>

                                   SII-1

<PAGE>

                                     APPENDIX B

                           CHANGE IN CONTROL DEFINITIONS

                                     SECTION 1

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

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

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

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

1.5.    BOARD OF DIRECTORS -- shall mean the board of directors of the
Principal Sponsor.

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

1.7.    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 (CIC) or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate (CIC) or Associate, and who (x) was a member of the Board of
Directors as of JANUARY 19, 2000 or (y) subsequently becomes a member of the
Board of Directors, if such person's initial nomination for election or
initial election to the Board of Directors has been approved in advance by
the Continuing Directors; provided that any director designated by or on
behalf of a Person who has entered into an agreement with the Principal
Sponsor (or who is contemplating entering into such an agreement) to effect a
consolidation or merger of the Principal Sponsor or a Principal Sponsor
Entity, or other reorganization, with or into one or more entities which are
not Principal Sponsor 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.

                                   B-1

<PAGE>

1.8.    EXCHANGE ACT -- shall mean the Securities Exchange Act of 1934, as
amended.

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

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

1.10.   PARTIAL CHANGE IN CONTROL -- shall mean:

        (a)     a consolidation or merger of the Principal Sponsor or a
                Principal Sponsor Entity, or other reorganization, with or into
                one or more entities which are not Principal Sponsor 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 Principal Sponsor 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


                                   B-2

<PAGE>
                Principal Sponsor) 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 the Principal Sponsor or
                any Person that a Person (other than a Principal Sponsor Entity)
                has become the Beneficial Owner, directly or indirectly, of
                securities of the Principal Sponsor representing 20% or more,
                but not more than 50%, of the combined voting power of the
                Principal Sponsor's then outstanding securities if the
                transaction resulting in such ownership has been approved in
                advance by the Continuing Directors; or

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

1.11.   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.

1.12.   PRINCIPAL SPONSOR ENTITY -- shall mean the Principal Sponsor, any
subsidiary of the Principal Sponsor or any employee benefit plan of the
Principal Sponsor or of any subsidiary of the Principal Sponsor or any entity
holding shares of the voting capital stock of the Principal Sponsor
organized, appointed or established for, or pursuant to the terms of, any
such plan.

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

1.14.   RESULTING CORPORATION -- shall mean the surviving corporation in any
consolidation, merger or other reorganization to which the Principal Sponsor
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 Principal Sponsor Entity (other than the Principal
Sponsor) is a party, then the Principal Sponsor shall be deemed the Resulting
Corporation.

                                   B-3