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                                   COMPOSITE COPY
                        As Amended Through January 19, 2000


                                    U.S. BANCORP
                                INDEPENDENT DIRECTOR
                         RETIREMENT AND DEATH BENEFIT PLAN
                                 (1991 RESTATEMENT)

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                                    U.S. BANCORP
                                INDEPENDENT DIRECTOR
                         RETIREMENT AND DEATH BENEFIT PLAN
                                 (1991 RESTATEMENT)

                                 TABLE OF CONTENTS

                                                                          PAGE

SECTION 1.  INTRODUCTION..................................................  1
            1.1.    Restatement of Plan
            1.2.    Definitions
                    1.2.1.    Accrued Benefit
                    1.2.2.    Beneficiary
                    1.2.3.    Change in Control Definitions
                              (a)  Acquiring Person
                              (b)  Affiliate
                              (c)  Associate
                              (d)  Beneficial Owner
                              (e)  Board of Directors
                              (f)  Change in Control
                              (g)  Company Entity
                              (h)  Continuing Director
                              (i)  Exchange Act
                              (j)  Full Change In Control
                              (k)  Partial Change in Control
                              (l)  Person
                              (m)  Resulting Corporation
                    1.2.4.    Director
                    1.2.5.    Director Service
                    1.2.6.    USB
                    1.2.7.    Plan
                    1.2.8.    Plan Statement
                    1.2.9.    Present Value
                    1.2.10.   Prior Plan Statement
                    1.2.11.   Supplemental Retirement Pension
                    1.2.12.   Termination of Service
            1.3.    Rules of Interpretation

SECTION 2.  ELIGIBILITY...................................................  7

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SECTION 3.  SUPPLEMENTAL RETIREMENT BENEFITS..............................  7
            3.1.    Supplemental Retirement Pension
                    3.1.1.    When Available
                    3.1.2.    Amount
                    3.1.3.    Form of Pension
            3.2.    Change in Control
            3.3.    Facility of Payment

SECTION 4.  DEATH BENEFITS................................................  9

            4.1.    Death Before Benefit Commencement
                    4.1.1.    When Available
                    4.1.2.    Amount
                    4.1.3.    Form of Benefit
            4.2.    Death After Benefit Commencement
            4.3.    Designation of Beneficiaries
                    4.3.1.    Right To Designate
                    4.3.2.    Failure of Designation
                    4.3.3.    Disclaimers by Beneficiaries
                    4.3.4.    Definitions
                    4.3.5.    Special Rules
                    4.3.6.    No Spousal Rights

SECTION 5.  FUNDING OF PLAN............................................... 13

            5.1.    Unfunded Agreement
            5.2.    Spendthrift Provision

SECTION 6.  AMENDMENT AND TERMINATION..................................... 13

SECTION 7.  DETERMINATIONS -- RULES AND REGULATIONS....................... 14

            7.1.    Determinations
            7.2.    Rules and Regulations
            7.3.    Method of Executing Instruments
            7.4.    Information Furnished by Directors

SECTION 8.  PLAN ADMINISTRATION........................................... 15

            8.1.    USB
            8.2.    Conflict of Interest


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SECTION 9.  DISCLAIMERS................................................... 15












                                      -iii-

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                                    U.S. BANCORP
                                INDEPENDENT DIRECTOR
                         RETIREMENT AND DEATH BENEFIT PLAN
                                 (1991 RESTATEMENT)


                                     SECTION 1

                                    INTRODUCTION

1.1.    RESTATEMENT OF PLAN.  Effective February 18, 1987, FIRST BANK SYSTEM,
INC., a Delaware corporation (hereinafter sometimes referred to as "FBS"),
adopted the "First Bank System, Inc. Independent Director retirement and
Death Benefit Plan" for the purpose of establishing a supplemental retirement
and death benefit plan for the benefit of certain eligible members of its
Board of Directors (hereinafter referred to as the "Plan"). FBS  reserved the
right to amend and terminate that Prior Plan Statement from time to time.
FBS now desires to exercise that reserved power of amendment by the adoption
of this Plan Statement effective as of May 15, 1991.

1.2.    DEFINITIONS.  When used herein with initial capital letters, the
following words have the following meanings:

        1.2.1.  ACCRUED BENEFIT -- the aggregate amount determined for the
Director as of a specified date equal to:

        (a)     the annualized amount of the base director retainer (exclusive
                of committee attendance and similar extra fees) in effect on the
                date on which occurs the earlier of:  (i) the Director's
                Termination of Service, or (ii) the Director's death; multiplied
                by

        (b)     the number of full years, and fractions of years, of the
                Director's Director Service (not to exceed ten years).

For this purpose, fractions of years shall be recorded in twelfths (1/12) and
one-twelfth of a year of Director Service shall be credited only for each
full calendar month of Director Service.

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

        1.2.3.  CHANGE IN CONTROL DEFINITIONS.  When used herein with initial
capital letters, the following words relating to the "Change in Control"
definition have the following meanings:

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

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

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

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

        (e)     BOARD OF DIRECTORS -- shall mean the board of directors of USB.

        (f)     CHANGE IN CONTROL -- shall mean a Full Change in Control or a
                Partial Change in Control.

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

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

                                        -2-

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                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
                (ii) of the definition of Full Change in Control.

        (i)     EXCHANGE ACT -- shall mean the Securities Exchange Act of 1934,
                as amended.

        (j)     FULL CHANGE IN CONTROL -- shall mean:

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

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

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

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

        (k)     PARTIAL CHANGE IN CONTROL -- shall mean:

                  (i)   a consolidation or merger of USB or a Company Entity, or
                        other reorganization, with or into one or more entities
                        which are not

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                        Company Entities, as a result of which less than 60%
                        of the outstanding voting securities of the Resulting
                        Corporation are, or are to be, owned by former
                        shareholders of USB as determined immediately prior
                        to consummation of such transaction (excluding voting
                        securities of the Resulting Corporation owned, or to
                        be owned, by such shareholders by reason of their
                        ownership prior to such transaction of securities of
                        any entity other than USB) and as a result of which
                        the Continuing Directors constitute more than 50% of
                        the Board of Directors of the Resulting Corporation;
                        or

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

                (iii)   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.

        (l)     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.

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

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

        1.2.5.  DIRECTOR SERVICE -- a measure of a Director's service as a
Director (stated as a number of months) which is equal to the total completed
months of the individual's service as a Director (irrespective of any
Termination of Service and subsequent reentry into service as a Director);
subject, however, to the following:

                                        -4-

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        (a)     PRE-EFFECTIVE SERVICE.  Director Service shall be credited for
                any period of service completed before January 1, 1991, as if
                this Plan Statement were then in effect.

        (b)     SUBSIDIARY SERVICE.  In the case of a Director who has performed
                at least one (1) month of actual Director Service, Director
                Service shall be credited for services performed as a member of
                the board of directors of any corporation which is an eighty
                percent (80%) or greater subsidiary of USB (while such
                corporation was at least an eighty percent subsidiary of USB) as
                if such service were performed as a Director for USB.

        (c)     ACQUIRED ENTITIES SERVICE.  In the case of a Director who has
                performed at least one (1) month of actual Director Service,
                Director Service shall be credited for pre-acquisition services
                performed as a member of the board of directors of any
                corporation if not less than ninety-five percent (95%) of its
                capital stock of that corporation is directly or indirectly
                acquired by USB as if such pre-acquisition services were
                performed as a Director for USB; provided, however, that such
                service shall be credited only if the Director agrees to have
                offset from benefits due under this Plan the value of benefits
                attributable such service in a fair and equitable manner as
                determined by the Organization Committee of the Board of
                Directors.

        (d)     ADVISORY BOARDS SERVICE.  In the case of a Director who has
                performed at least one (1) month of actual Director Service,
                Director Service shall be credited for services performed as a
                member of an advisory board of any subsidiary described in (b)
                above or any acquired entity described in (c) above as if such
                service were performed as a Director for USB; provided, however,
                that such service shall be credited only if the Director agrees
                to have offset from benefits due under this Plan the value of
                benefits attributable such service in a fair and equitable
                manner as determined by the Organization Committee of the Board
                of Directors.

        (e)     EXCLUDED SERVICE.  Director Service shall not be credited for
                any period of service during which the Director is a common law
                employee of USB or any of its subsidiary corporations or
                acquired entities.

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

        1.2.7.  PLAN -- the supplemental retirement and death benefit program
maintained by USB for the Board of Directors eligible to participate therein,
as first set forth in the Prior Plan Statement effective February 18, 1987,
and as amended and restated in the Plan Statement.  (As used herein, "Plan"
does not refer to the documents pursuant to which the Plan is maintained.
Those documents are referred to herein as the "Prior Plan Statement" and the
"Plan Statement.")  The Plan

                                        -5-

<PAGE>

shall be referred to as the "U.S. BANCORP INDEPENDENT DIRECTOR RETIREMENT AND
DEATH BENEFIT PLAN."

        1.2.8.  PLAN STATEMENT -- this document entitled "U.S. BANCORP
INDEPENDENT DIRECTOR RETIREMENT AND DEATH BENEFIT PLAN (1991 Restatement),"
as adopted by USB effective as of May 15, 1991 as the same may be amended
from time to time thereafter.

        1.2.9.  PRESENT VALUE -- the actuarially equivalent single sum value
of the unpaid installments of the Supplemental Retirement Pension determined
as of a specified date assuming:

        (a)     that the installments would have commenced on the earliest date
                when the installments benefit could have commenced; and

        (b)     the interest rate used by the Pension Benefit Guaranty
                Corporation to value annuities (for participants who are the
                same age) in the event of plan terminations occurring on the
                first day of the calendar year in which occurs the date as of
                which the actuarially equivalent single sum is being determined.

The number of unpaid installments of the Supplemental Retirement Pension
shall never be greater than ten (10) minus the number of annual installments
already paid and shall never be less than zero (0).

        1.2.10. PRIOR PLAN STATEMENT -- the series of documents pursuant to
which this Plan was established as of January 1, 1987, and operated
thereafter until May 15, 1991.

        1.2.11. SUPPLEMENTAL RETIREMENT PENSION -- the pension benefit
described in Section 3.1.

        1.2.12. TERMINATION OF SERVICE -- the termination of the Director's
service as a Director for any of the following reasons:

        (a)     The Director retires as required under the terms of the USB
                Directors' Retirement Policy then in effect.

        (b)     The Director resigns voluntarily.

        (c)     The Director is not reelected to a succeeding term as a member
                of the Board of Directors when his or her term expires.

        (d)     The Director terminates after he or she is determined by USB to
                be disabled and is, therefore,  unable to fulfill the duties of
                a member of the Board of Directors because of that disability,
                however caused.

                                        -6-

<PAGE>

When necessary, USB shall determine the date of the Termination of Service.
The death of the Director is not a Termination of Service.

1.3.    RULES OF INTERPRETATION.  An individual shall be considered to have
attained a given age on his 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
Director or Beneficiary shall be deemed for all purposes of this Plan and all
elections and designations made under this Plan to have died before such
Director or Beneficiary.  A final judgment of conviction of felonious and
intentional killing is conclusive for the purposes of this section.  In the
absence of a conviction of felonious and intentional killing, USB shall
determine whether the killing was felonious and intentional for the purposes
of this section. Whenever appropriate, words used herein in the singular may
be read in the plural, or words used herein in the plural may be read in the
singular; the masculine may include the feminine; and the words "hereof,"
"herein" or "hereunder" or other similar compounds of the word "here" shall
mean and refer to this entire Plan Statement and not to any particular
paragraph or section of this Plan Statement unless the context clearly
indicates to the contrary.  The titles given to the various sections of this
Plan Statement are inserted for convenience of reference only and are not
part of this Plan Statement, and they shall not be considered in determining
the purpose, meaning or intent of any provision hereof.  Any reference in
this Plan Statement to a statute or regulation shall be considered also to
mean and refer to any subsequent amendment or replacement of that statute or
regulation.  This document has been executed and delivered in the State of
Minnesota and has been drawn in conformity to the laws of that State and
shall be construed and enforced in accordance with the laws of the State of
Minnesota.


                                     SECTION 2

                                    ELIGIBILITY

Each Director shall be a participant in the Plan as of the first day the
Director first becomes a Director.  A Director shall not be required to enroll
as a condition of participation in this Plan.


                                     SECTION 3

                          SUPPLEMENTAL RETIREMENT BENEFITS

3.1.    SUPPLEMENTAL RETIREMENT PENSION.

        3.1.1.  WHEN AVAILABLE.  Upon the later of:

                                        -7-

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        (i)     the Director's Termination of Service, or

        (ii)    the Director's attainment of age sixty-five (65) years,

the Director who has completed at least sixty (60) months of Director Service
shall receive a Supplemental Retirement Pension.  (No benefits shall be
payable under this Plan to, or with respect to, any Director who dies or has
a Termination of Service before completing sixty months of Director Service.)

        3.1.2.  AMOUNT.  The annual amount of the Director's Supplemental
Retirement Pension shall be the amount of the Director's Accrued Benefit
determined as of the date of the Director's Termination of Service divided by
ten (10).

        3.1.3.  FORM OF PENSION.  The form of the Supplemental Retirement
Pension is an annuity payable annually on or about each May 1.

        (a)     If, at the Director's Termination of Service, the Director was
                at least age sixty-seven (67) years or had completed one hundred
                forty-four (144) months of Director Service (i.e., the Director
                is entitled to a lifetime annuity),

                 (i)    the first payment shall be due on the May 1 coincident
                        with or next following the later of the Director's
                        Termination of Service, or the Director's attainment of
                        age sixty-seven (67) years, and

                (ii)    the last payment to the Director shall be due on the
                        May 1 immediately preceding the date on which the
                        Director dies.

        (b)     In all other cases,

                 (i)    the first payment shall be due on the May 1 coincident
                        with or next following the later of the Director's
                        Termination of Service or the Director's attainment of
                        age sixty-five (65) years, and

                (ii)    the last payment to the Director shall be due on the
                        date on which the tenth annual payment is made or, if
                        earlier, on the May 1 immediately preceding the date on
                        which the Director dies.

Provided, however, if the payment of the Supplemental Retirement Pension is
on account of the disability of the Director, the first payment shall be due
on the May 1 coincident with or next following the Director's Termination of
Service.

3.2.    CHANGE IN CONTROL.  For the purpose of this Section 3, all Directors
shall be deemed to have had a Termination of Service on the date of a Full
Change in Control if they have not

                                        -8-

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previously had a Termination of Service. Notwithstanding anything to the
contrary in this Plan Statement, in the event of a Full Change in Control,
the remaining benefits payable hereunder (whether payable to Directors who
are deemed to have had a Termination of Service, payable to Directors who
have previously had a Termination of Service, without regard to whether
payment of their benefits has begun, or payable with respect to Directors who
have previously died) shall be commuted to their Present Value as of the date
of such Full Change in Control.  The commuted benefits shall be paid in a
single lump sum payment within thirty (30) days following the date of such
Full Change in Control.

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

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

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

Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of USB
and the Board of Directors.

                                     SECTION 4

                                   DEATH BENEFITS

4.1.    DEATH BEFORE BENEFIT COMMENCEMENT.

        4.1.1.  WHEN AVAILABLE.  If, upon the death of a Director who:

        (a)     has not begun to receive any payment of any supplemental
                retirement benefits under this Plan;

        (b)     has completed sixty (60) months of Director Service;

a death benefit shall be payable to the Director's Beneficiary.  (If any
benefit is payable under this Section 4.1, no benefit shall be payable under
Section 4.2.)

                                        -9-

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        4.1.2.  AMOUNT.  The amount of the death benefit payment shall be the
Present Value of an annuity of ten (10) annual payments each payment of which
is equal to one-tenth (1/10) of the Director's Accrued Benefit.  The Accrued
Benefit and the Present Value shall be determined as of the date of the
Director's death.  The annuity will be deemed to commence on the May 1
coincident with or next following the Director's death.

        4.1.3.  FORM OF BENEFIT.  The death benefit payable hereunder shall
be paid in a single lump sum payment as soon as administratively practicable
following the Director's death.

4.2.    DEATH AFTER BENEFIT COMMENCEMENT.  The only death benefits which
shall be payable under the Plan upon the death of a Director after payment of
the Supplemental Retirement Pension has commenced to the Director shall be:

        (a)     the  payment of any unpaid installments of the Supplemental
                Retirement Pension to the Director's Beneficiary at the same
                times and in the same amount as would have been paid if the
                Director had not died;  or

        (b)     if the Director has so elected in writing prior to the date of
                his or her Termination of Service, the payment to the
                Beneficiary in a single lump sum of the Present Value of any
                unpaid installments of the Supplemental Retirement Pension to
                the Director's Beneficiary as soon as administratively
                practicable after the Director's death.

For this purpose, the number of any unpaid installments of the Supplemental
Retirement Pension and the Present Value of such unpaid installments shall be
determined as of the date of the Director's death.  The number of unpaid
installments of the Supplemental Retirement Pension shall never be greater
than ten (10) minus the number of annual installments paid before the
Director's death and shall never be less than zero (0).

4.3.    DESIGNATION OF BENEFICIARIES.

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

        4.3.2.  FAILURE OF DESIGNATION.  If a Director:

        (a)     fails to designate a Beneficiary,

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

                                        -10-

<PAGE>

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

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

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

        4.3.3.  DISCLAIMERS BY BENEFICIARIES.  A Beneficiary entitled to a
distribution of all or a portion of a deceased Director's 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 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 Director's death.  Any disclaimer
must be in writing and must be executed personally by the Beneficiary before
a notary public.  A disclaimer shall state that the Beneficiary's entire
interest in the undistributed 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 USB
after the date of the Director's death but not later than one hundred eighty
(180) days after the date of the Director's death.  A disclaimer shall be
irrevocable when delivered to USB.  A disclaimer shall be considered to be
delivered to USB only when actually received by USB.  USB shall be the sole
judge of the content, interpretation and validity of a purported disclaimer.
Upon the filing of a valid disclaimer, the Beneficiary shall be considered
not to have survived the Director as to the interest disclaimed.  A
disclaimer by a Beneficiary shall not be considered to be a transfer of an
interest in violation of the provisions of Section 5.  No other form of
attempted disclaimer shall be recognized by USB.

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

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

                                        -11-

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

        (b)     The automatic Beneficiaries specified in Section 4.3.2 and the
                Beneficiaries designated by the Director shall become fixed at
                the time of the Director's death so that, if a Beneficiary
                survives the Director but dies before the receipt of all
                payments due such Beneficiary hereunder, such remaining payments
                shall be payable to the representative of such Beneficiary's
                estate.

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

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

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

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

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

                                       -12-

<PAGE>


                                     SECTION 5

                                  FUNDING OF PLAN

5.1.    UNFUNDED AGREEMENT.  The obligation of USB to make payments under
this Plan constitutes only the unsecured (but legally enforceable) promise of
USB to make such payments.  The Director shall have no lien, prior claim or
other security interest in any property of USB.  USB is not required to
establish or maintain any fund, trust or account for the purpose of funding
or paying the benefits promised under this Plan.  If such a fund is
established, the property therein shall remain the sole and exclusive
property of USB.  USB will pay the cost of this Plan out of its general
assets.

5.2.    SPENDTHRIFT PROVISION.  No Director or Beneficiary shall have any
transmissible interest in any benefit under this Plan nor shall any Director
or Beneficiary have any power to anticipate, alienate, dispose of, pledge or
encumber the same while in the possession or control of USB, nor shall USB
recognize any assignment thereof, either in whole or in part, nor shall any
benefit be subject to attachment, garnishment, execution following judgment
or other legal process while in the possession or control of USB.

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

                                     SECTION 6

                             AMENDMENT AND TERMINATION

USB reserves the power to amend or terminate the Plan prior to a Full Change
in Control.  No amendment of the Plan, however, shall reduce a Director's
benefits earned as of the date of such amendment unless the Director so
affected consents in writing to the amendment.  Benefits earned as of the
date of an amendment shall be determined as if the Director had a Termination
of Service

                                       -13-

<PAGE>

on that date.  After a Full Change in Control, the Plan cannot be amended or
terminated (as applied to Directors who are Directors on the date of the Full
Change in Control) unless:

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

        (b)     a majority of the Continuing Directors (as defined in
                Section 1.2.3) as of the date of the Full Change in Control give
                written consent to such amendment or termination.

The foregoing restrictions and limitations on the ability to amend and
terminate the Plan shall not be effective, however, if, within ten (10)
business days following the date of the Full Change in Control, a majority of
the members of the Organization Committee of the Board of Directors
determines in its sole discretion that such restrictions and limitations
shall not apply with respect to such Full Change in Control.

                                     SECTION 7

                      DETERMINATIONS -- RULES AND REGULATIONS

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

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

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

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

                                       -14-

<PAGE>

the benefit of any Director which are overstated by reason of any such
misstatement shall be reduced to the amount appropriate in view of the truth.

                                     SECTION 8

                                PLAN ADMINISTRATION

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

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

                                     SECTION 9

                                    DISCLAIMERS

Neither USB nor any of its officers nor any member of its Board of Directors
in any way secure or guarantee the payment of any benefit or amount which may
become due and payable hereunder to any Director or to any Beneficiary or to
any creditor of a Director or a Beneficiary.  Each Director, Beneficiary or
other person entitled at any time to payments hereunder shall look solely to
the assets of USB for such payments or to the benefit distributed to any
Director or Beneficiary, as the case may be, for such payments.  In each case
where benefit shall have been distributed to a former Director or a
Beneficiary or to the person or any one of a group of persons entitled
jointly to the receipt thereof and which purports to cover in full the
benefit hereunder, such former Director or Beneficiary, or such person or
persons, as the case may be, shall have no further right or interest in the
other assets of USB.  Neither USB nor any of its officers nor any member of
its Board of Directors shall be under any liability or responsibility for
failure to effect any of the objectives or purposes of the Plan by reason of
the insolvency of USB.  USB and its officers and the members of its Board of
Directors shall not be liable for an act or omission of another person with
regard to a responsibility that has been allocated to or delegated to such
other person pursuant to the terms of this Plan Statement or pursuant to
procedures set forth in this Plan Statement.

                                       -15-