US BANCORP /OR/, 424B3, 1995-08-28

US BANCORP /OR/
424B3, 1995-08-28
NATIONAL COMMERCIAL BANKS

Previous: UNITED RETIREMENT SHARES INC, NSAR-B, 1995-08-28

Next: WALLACE COMPUTER SERVICES INC, SC 14D1/A, 1995-08-28

<PAGE> 1
Filed pursuant to Rule 424(b)(3)
File No. 33-62067

[U. S. BANCORP LOGO]
111 SOUTHWEST FIFTH AVENUE
PORTLAND, OREGON 97204

August 28, 1995

Dear Shareholder:

You are cordially invited to attend a special meeting of the shareholders
of U. S. Bancorp to be held on October 3, 1995, at 2:00 p.m., local time, at the
Multnomah Athletic Club in the Ballroom, 1849 S.W. Salmon, Portland, Oregon.

At the special meeting, holders of U. S. Bancorp common stock will be asked
to consider and vote upon a proposal to approve an Agreement and Plan of Merger
dated as of May 5, 1995 (the "Merger Agreement"), between U. S. Bancorp and West
One Bancorp, an Idaho corporation ("West One"), pursuant to which West One will
be merged with and into U. S. Bancorp (the "Merger").

If the Merger is approved and consummated, each outstanding share of the
capital stock of U. S. Bancorp will remain outstanding, and each share of West
One common stock will be converted into the right to receive 1.47 shares of
U. S. Bancorp common stock. Also, the U. S. Bancorp Board of Directors will be
expanded to twelve positions, with the four new positions filled by four persons
who are currently directors of West One.

The Merger is expected to create one of the 30 largest banking
organizations in the United States, solidifying U. S. Bancorp's position as the
premier financial institution headquartered in the Pacific Northwest. We believe
that the combined company will be a larger, stronger organization that is well-
positioned to meet the competitive challenges of the rapidly evolving financial
services industry in the United States.

We believe West One to be a uniquely qualified merger partner, with a
superior track record, a culture similar to U. S. Bancorp's, and a strong
commitment to serving the Northwest region. Its strong balance sheet and
well-managed franchise should prove a valuable addition to our company. In
addition, the Merger offers the possibility of achieving significant cost
savings through the elimination of duplicate facilities and operations.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF
APPROVAL OF THE MERGER AGREEMENT.

A Notice of Special Meeting of Shareholders and a Proxy
Statement/Prospectus which describes the Merger and the background to the
transaction are enclosed. You are urged to read all of these materials
carefully.

A proxy card is enclosed. Please indicate your voting instructions and
sign, date, and mail the proxy card promptly in the return envelope provided.
Whether or not you plan to attend the special meeting in person, it is important
that you return the enclosed proxy card so that your shares are voted. FAILURE
TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER AGREEMENT.

I strongly support the Merger of West One into U. S. Bancorp and join with
the other members of the U. S. Bancorp Board of Directors in enthusiastically
recommending the Merger to you. If you should have any questions about the
Merger or need assistance in completing your proxy card, please contact the
U. S. Bancorp Investor Relations Department, 10th Floor, 111 S.W. Fifth Avenue,
Portland, Oregon 97204, or by mail P.O. Box 8837 (T-10), Portland, Oregon 97208,
telephone (503) 275-6472.

Very truly yours,

Gerry B. Cameron
Chairman of the Board and
Chief Executive Officer
<PAGE> 2

U. S. BANCORP

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 1995

A special meeting of shareholders of U. S. Bancorp will be held on October
3, 1995, at 2:00 p.m., local time, at the Multnomah Athletic Club in the
Ballroom, 1849 S.W. Salmon, Portland, Oregon, for the purpose of voting on the
approval and adoption of an Agreement and Plan of Merger dated as of May 5, 1995
(the "Merger Agreement"), between U. S. Bancorp and West One Bancorp ("West
One"), and approval of the transactions contemplated thereby as described in the
accompanying Proxy Statement/Prospectus, and all other matters properly coming
before the meeting. If the merger contemplated by the Merger Agreement is
consummated, West One will be merged with and into U. S. Bancorp (the "Merger").

Only holders of common stock of record as of the close of business on July
31, 1995, have the right to receive notice of and to vote at the special
meeting.

A copy of the Merger Agreement is attached as Appendix 1 to the
accompanying Proxy Statement/ Prospectus. As stated in the Proxy
Statement/Prospectus, upon consummation of the Merger, the U. S. Bancorp Board
of Directors is expected to consist of 12 members, of whom 8 will be the
existing directors of U. S. Bancorp and 4 will be the persons named in the Proxy
Statement/Prospectus who are presently members of the West One board of
directors. Approval of the Merger Agreement by the U. S. Bancorp shareholders
will constitute, under applicable law, the election of such directors by the
shareholders to serve until the U. S. Bancorp annual shareholders meeting in
1996 and until their successors are duly elected and qualified.

YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN,
AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.
THE BOARD OF DIRECTORS OF U. S. BANCORP RECOMMENDS THAT YOU MARK YOUR PROXY IN
FAVOR OF THE MERGER AGREEMENT.

By Order of the Board of Directors

CLIFFORD N. CARLSEN, JR.
Secretary

August 28, 1995
<PAGE> 3

[WEST ONE BANCORP LOGO]
101 South Capitol Boulevard
Boise, Idaho 83702

August 23, 1995

Dear Shareholder:

You are cordially invited to attend a special meeting of the shareholders
of West One Bancorp ("West One") to be held on October 3, 1995, at 3:00 p.m.,
local time, at Boise Centre on the Grove, 850 West Front Street, Boise, Idaho.

At the special meeting, West One shareholders will be asked to consider and
vote upon a proposal to approve an Agreement and Plan of Merger dated as of May
5, 1995 (the "Merger Agreement"), between U. S. Bancorp, an Oregon corporation,
and West One, pursuant to which West One will be merged with and into U. S.
Bancorp (the "Merger").

If the Merger is approved and consummated, each outstanding share of West
One common stock will be converted into the right to receive 1.47 shares of
U. S. Bancorp common stock. In addition, each holder of options to purchase West
One common stock will receive options to acquire U. S. Bancorp common stock
computed in accordance with the same exchange ratio.

The Merger is expected to create one of the 30 largest banking
organizations in the United States, positioning it to meet the competitive
challenges of the rapidly consolidating banking industry in the United States.
By merging with U. S. Bancorp, West One will also be able to maintain its
Pacific Northwest heritage, solidifying its position as a part of the premier
financial institution headquartered in the region.

THE BOARD OF DIRECTORS OF WEST ONE RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOR OF APPROVAL OF THE MERGER AGREEMENT.

Promptly after the Merger, a letter of transmittal will be mailed to each
holder of record of shares of West One common stock. PLEASE DO NOT SEND YOUR
STOCK CERTIFICATES TO THE EXCHANGE AGENT UNLESS AND UNTIL YOU RECEIVE THE LETTER
OF TRANSMITTAL, WHICH WILL INCLUDE INSTRUCTIONS REGARDING THE PROCEDURE TO BE
USED IN SENDING YOUR STOCK CERTIFICATES.

The Board and I urge you to vote FOR the Merger Agreement. If you should
have any questions about the Merger or need assistance in completing your proxy
card, please contact Linda Blount-Strauss, Vice President, P.O. Box 8247, Boise,
Idaho 83733, telephone (208) 383-7474.

Thank you, and I look forward to seeing you at the special meeting.

Sincerely,

Daniel R. Nelson
Chairman and Chief Executive Officer
<PAGE> 4

WEST ONE BANCORP

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 1995

A special meeting of shareholders of West One Bancorp ("West One") will be
held on October 3, 1995, at 3:00 p.m., local time, at Boise Centre on the Grove,
850 West Front Street, Boise, Idaho, for the purpose of voting on the approval
and adoption of an Agreement and Plan of Merger dated as of May 5, 1995 ("Merger
Agreement"), between U. S. Bancorp and West One, and approval of the
transactions contemplated thereby as described in the accompanying Proxy
Statement/Prospectus, and all other matters properly coming before the meeting.
If the merger contemplated by the Merger Agreement (the "Merger") is
consummated, then West One will be merged into U. S. Bancorp.

Only holders of Common Stock of record as of the close of business on
August 18, 1995, have the right to receive notice of and to vote at the meeting.

A copy of the Merger Agreement is attached as Appendix 1 to the
accompanying Proxy Statement/ Prospectus. As stated in the Proxy
Statement/Prospectus, upon consummation of the Merger, the U. S. Bancorp board
of directors is expected to consist of 12 members, of whom 8 will be the
existing directors of U. S. Bancorp and 4 will be the persons named in the Proxy
Statement/Prospectus who are presently members of the West One Board of
Directors. Approval of the Merger Agreement by the West One shareholders will
constitute, under applicable law, the election of such directors by the
shareholders to serve until the U. S. Bancorp annual shareholders meeting in
1996 and until their successors are duly elected and qualified.

If the Merger is consummated, holders of West One common stock who have
complied with the requirements of Section 30-1-81 of the Idaho Business
Corporation Act will have certain dissenters' rights under Idaho law. See "THE
MERGER -- West One Dissenters' Appraisal Rights" in the accompanying Proxy
Statement/Prospectus.

YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE, SIGN,
AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.
THE BOARD OF DIRECTORS OF WEST ONE RECOMMENDS THAT YOU MARK YOUR PROXY IN FAVOR
OF THE MERGER AGREEMENT.

By Order of the Board of Directors

DWIGHT V. BOARD
Secretary

August 23, 1995
<PAGE> 5

JOINT PROXY STATEMENT OF

U. S. BANCORP AND WEST ONE BANCORP
SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 1995
------------------------

PROSPECTUS OF
U. S. BANCORP
SHARES OF COMMON STOCK, PAR VALUE $5 PER SHARE

This Proxy Statement/Prospectus is being furnished to holders of common
stock, par value $1 per share ("West One Common Stock"), of West One Bancorp, an
Idaho corporation ("West One"), in connection with the solicitation of proxies
by the Board of Directors of West One for use at a Special Meeting of
Shareholders of West One to be held at 3:00 p.m., local time, on October 3,
1995, at Boise Centre on the Grove, 850 West Front Street, Boise, Idaho, and at
any adjournments or postponements thereof ("West One Meeting"). This Proxy
Statement/Prospectus is also being furnished to holders of common stock, par
value $5 per share ("U. S. Bancorp Common Stock"), of U. S. Bancorp, an Oregon
corporation, in connection with the solicitation of proxies by the Board of
Directors of U. S. Bancorp for use at a Special Meeting of Shareholders of U. S.
Bancorp to be held at 2:00 p.m., local time, on October 3, 1995, at the
Multnomah Athletic Club in the Ballroom, 1849 S.W. Salmon, Portland, Oregon, and
at any adjournments or postponements thereof ("U. S. Bancorp Meeting"). At the
West One Meeting and at the U. S. Bancorp Meeting, the holders of West One
Common Stock and U. S. Bancorp Common Stock, respectively, will consider and
vote upon approval of the Agreement and Plan of Merger between U. S. Bancorp and
West One dated as of May 5, 1995 ("Merger Agreement"), providing for the Merger
("Merger") of West One with and into U. S. Bancorp, with U. S. Bancorp as the
surviving corporation. Approval of the Merger Agreement will also constitute,
under applicable law, approval of the election of the directors of U. S. Bancorp
following the Merger as described herein under "BOARD OF DIRECTORS, MANAGEMENT
AND BUSINESS OPERATIONS OF U. S. BANCORP FOLLOWING THE MERGER -- Board of
Directors and Certain Executive Officers."

This Proxy Statement/Prospectus also constitutes a prospectus of U. S.
Bancorp for up to 56,196,927 shares of U. S. Bancorp Common Stock to be issued
to holders of West One Common Stock in connection with the Merger. Upon
consummation of the Merger, except as described herein, each outstanding share
of West One Common Stock will be converted into the right to receive 1.47 shares
of U. S. Bancorp Common Stock (the "Exchange Ratio").

West One's obligation to consummate the Merger is not conditioned upon
U. S. Bancorp Common Stock continuing to trade at any specified minimum price
during any period prior to consummation of the Merger. Because the Exchange
Ratio is fixed and because the market price of U. S. Bancorp Common Stock is
subject to fluctuation, the value of the shares of U. S. Bancorp Common Stock
that holders of West One Common Stock will receive in the Merger may increase or
decrease prior to and following the Merger.

U. S. Bancorp Common Stock is traded on the NASDAQ National Market System.
The last reported sale price of U. S. Bancorp Common Stock on the NASDAQ
National Market System on August 22, 1995 was $26.50 per share.

This Proxy Statement/Prospectus and the accompanying proxy cards are first
being mailed to shareholders of West One and U. S. Bancorp on or about August
28, 1995.

THE SECURITIES OF U. S. BANCORP HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Proxy Statement/Prospectus is August 28, 1995.
<PAGE> 6

AVAILABLE INFORMATION

Each of West One and U. S. Bancorp is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the "SEC"). U. S.
Bancorp has filed with the SEC a registration statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering U. S. Bancorp Common Stock to be issued by U. S.
Bancorp in connection with the Merger. The Registration Statement and the
exhibits thereto, as well as the reports, proxy statements, and other
information filed with the SEC by West One and U. S. Bancorp under the Exchange
Act, may be inspected and copied at prescribed rates at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
The Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may also be obtained at prescribed rates from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. As permitted by the rules and regulations of the SEC, this Proxy
Statement/Prospectus omits certain information, exhibits, and undertakings
contained in the Registration Statement. Reference is made to the Registration
Statement and to the exhibits thereto for further information.

With respect to statements contained herein or in any document incorporated
herein by reference as to the contents of any contract or other document
referred to herein or therein, reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement or such other
document incorporated herein by reference. Each such statement is qualified in
its entirety by such reference.

All information contained in this Proxy Statement/Prospectus relating to
West One has been furnished by West One and U. S. Bancorp is relying upon the
accuracy of that information. All information contained in this Proxy
Statement/Prospectus relating to U. S. Bancorp has been furnished by U. S.
Bancorp and West One is relying upon the accuracy of that information.

This Proxy Statement/Prospectus includes a discussion of certain estimates
of future performance of U. S. Bancorp and West One, including future earnings
results, projected cost savings and other financial consequences of the proposed
Merger. Such estimates were based on numerous variables and assumptions that are
inherently uncertain, including without limitation factors related to general
economic and competitive conditions. Accordingly, actual future results or
values may be significantly more or less favorable than such estimates.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY WEST ONE OR U. S. BANCORP. THIS PROXY STATEMENT/ PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, THE SECURITIES OFFERED BY THIS PROXY STATEMENT/PROSPECTUS, OR THE
SOLICITATION OF A PROXY, IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE
SUCH AN OFFER, SOLICITATION OF AN OFFER, OR PROXY SOLICITATION. NEITHER THE
DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF THE
SECURITIES OFFERED PURSUANT TO THIS PROXY STATEMENT/PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF WEST ONE OR U. S. BANCORP OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES SINCE THE DATE OF THIS PROXY
STATEMENT/PROSPECTUS OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

2
<PAGE> 7

INFORMATION INCORPORATED BY REFERENCE

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS,
OTHER THAN EXHIBITS THERETO, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT/PROSPECTUS IS
DELIVERED UPON WRITTEN OR ORAL REQUEST TO THE FOLLOWING:

<TABLE>
<CAPTION>
U. S. BANCORP DOCUMENTS WEST ONE DOCUMENTS
----------------------- ------------------
<S> <C>
U. S. Bancorp West One Bancorp
Attn: Investor Relations Attn: Investor Relations
P. O. Box 8837 P. O. Box 8247
Portland, Oregon 97208 Boise, Idaho 83733
(503) 275-5834 (208) 383-7474
</TABLE>

IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, A REQUEST MUST BE
RECEIVED NO LATER THAN SEPTEMBER 26, 1995.

The following U. S. Bancorp documents are incorporated by reference herein:

(1) U. S. Bancorp's Annual Report on Form 10-K for the year ended
December 31, 1994;

(2) U. S. Bancorp's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995; and

(3) The description of the U. S. Bancorp Common Stock contained in
Exhibit 28 to U. S. Bancorp's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992.

Such incorporation by reference shall not be deemed to specifically incorporate
by reference the information referred to in Item 402(a)(8) of Regulation S-K.

The following West One documents are incorporated by reference herein:

(1) West One's Annual Report on Form 10-K for the year ended December
31, 1994;

(2) West One's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995; and

(3) The description of the West One Common Stock and West One Series A
Junior Participating Preferred Stock and Preferred Stock Purchase Rights
set forth in Exhibit 99 to West One's Current Report on Form 8-K dated July
16, 1993.

Such incorporation by reference shall not be deemed to specifically incorporate
by reference the information referred to in Item 402(a)(8) of Regulation S-K.

All documents filed with the SEC by U. S. Bancorp and West One pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Proxy Statement/Prospectus and prior to the date of the U. S. Bancorp
Meeting and the West One Meeting are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents. Any statement contained in this Proxy Statement/Prospectus or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Proxy
Statement/Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Proxy Statement/Prospectus.

3
<PAGE> 8

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION................................................................. 2
INFORMATION INCORPORATED BY REFERENCE................................................. 3
SUMMARY............................................................................... 6
MARKET PRICES OF COMMON STOCK......................................................... 12
SELECTED FINANCIAL DATA............................................................... 13
SELECTED FINANCIAL RATIOS............................................................. 14
EQUIVALENT PER COMMON SHARE DATA...................................................... 15
SPECIAL MEETING OF WEST ONE SHAREHOLDERS.............................................. 16
Date, Time, and Place............................................................... 16
Purpose of Meeting.................................................................. 16
Shares Outstanding and Entitled to Vote; Record Date................................ 16
Vote Required....................................................................... 16
Voting, Solicitation, and Revocation of Proxies..................................... 17
SPECIAL MEETING OF U. S. BANCORP SHAREHOLDERS......................................... 17
Date, Time, and Place............................................................... 17
Purpose of Meeting.................................................................. 17
Shares Outstanding and Entitled to Vote; Record Date................................ 17
Vote Required....................................................................... 18
Voting, Solicitation, and Revocation of Proxies..................................... 18
U. S. BANCORP......................................................................... 19
WEST ONE BANCORP...................................................................... 20
BACKGROUND OF AND REASONS FOR THE MERGER.............................................. 21
Background of the Merger............................................................ 21
Reasons for the Merger.............................................................. 22
Opinions of Financial Advisers...................................................... 25
THE MERGER............................................................................ 36
General............................................................................. 36
Structure of the Merger............................................................. 36
Conversion of West One Common Stock; Treatment of West One Stock Options and
Convertible Debentures........................................................... 36
Exchange of Certificates; Fractional Shares......................................... 37
Effective Time...................................................................... 38
Representations and Warranties...................................................... 38
Conduct of Business Pending the Merger and Other Agreements......................... 38
Conditions to the Consummation of the Merger........................................ 41
Regulatory Approvals Required for the Merger........................................ 42
Certain Federal Income Tax Consequences............................................. 44
Accounting Treatment................................................................ 45
Termination of the Merger Agreement................................................. 45
Waiver and Amendment of the Merger Agreement........................................ 46
</TABLE>

4
<PAGE> 9

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
U. S. Bancorp and West One Stock Option Agreements.................................. 46
The West One Rights Agreement....................................................... 50
Employee Benefits and Plans......................................................... 51
NASDAQ National Market System Trading............................................... 51
Expenses............................................................................ 51
Dividends........................................................................... 51
Resales of U. S. Bancorp Common Stock Received in the Merger........................ 51
U. S. Bancorp Dividend Reinvestment and Stock Purchase Plan......................... 52
West One Dissenters' Appraisal Rights............................................... 52
BOARD OF DIRECTORS, MANAGEMENT AND BUSINESS OPERATIONS OF U. S. BANCORP FOLLOWING THE
MERGER.............................................................................. 55
Board of Directors and Certain Executive Officers................................... 55
Business Operations................................................................. 55
INTERESTS OF CERTAIN PERSONS IN THE MERGER............................................ 56
Directors and Officers.............................................................. 56
New Employment Agreements........................................................... 56
Existing West One Employment Agreements............................................. 57
West One Stock Options.............................................................. 58
West One Premier Life Insurance Plan................................................ 58
Indemnification of West One Officers and Directors.................................. 59
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS.................................... 59
COMPARISON OF SHAREHOLDERS' RIGHTS.................................................... 67
Articles of Incorporation and Bylaw Amendments...................................... 67
Special Meetings of Shareholders.................................................... 67
Dividends........................................................................... 68
Capital Stock....................................................................... 68
Dissenters' Rights.................................................................. 69
Provisions Relating to Directors.................................................... 70
Certain Antitakeover Provisions..................................................... 71
EXPERTS............................................................................... 74
LEGAL OPINIONS........................................................................ 74
SHAREHOLDER PROPOSALS................................................................. 75
APPENDIX 1 -- AGREEMENT AND PLAN OF MERGER
APPENDIX 2 -- OPINION OF UBS SECURITIES, INC.
APPENDIX 3 -- OPINION OF CS FIRST BOSTON CORPORATION
APPENDIX 4 -- IDAHO STATUTES GOVERNING DISSENTERS' APPRAISAL RIGHTS
</TABLE>

5
<PAGE> 10

SUMMARY

The following material summarizes certain information contained elsewhere
in this Proxy Statement/Prospectus. This summary is not intended to be complete
and is qualified in its entirety by reference to the more detailed information
contained elsewhere in this Proxy Statement/Prospectus, the Appendices hereto,
and the Registration Statement.

INTRODUCTION

The Board of Directors of each of U. S. Bancorp and West One has adopted
the Merger Agreement and recommends that the respective shareholders of U. S.
Bancorp and West One vote to approve the Merger Agreement. Subject to approval
by the shareholders, receipt of required regulatory approvals, and satisfaction
of certain other conditions, West One will be merged with and into U. S.
Bancorp, with U. S. Bancorp as the surviving corporation in the Merger.

SHAREHOLDER MEETINGS

The West One Meeting will be held at 3:00 p.m., local time, on October 3,
1995, at Boise Centre on the Grove, 850 West Front Street, Boise, Idaho. The U.
S. Bancorp Meeting will be held at 2:00 p.m., local time, on October 3, 1995, at
the Multnomah Athletic Club in the Ballroom, 1849 S.W. Salmon, Portland, Oregon.
The purpose of each meeting is to vote upon approval of the Merger Agreement
providing for the Merger of West One with and into U. S. Bancorp, with U. S.
Bancorp as the surviving corporation in the Merger.

Shares of West One Common Stock are the only shares entitled to vote at the
West One Meeting and shares of U. S. Bancorp Common Stock are the only shares
entitled to vote at the U. S. Bancorp Meeting. The holders of shares of the
8 1/8% cumulative preferred stock, Series A, of U. S. Bancorp ("U. S. Bancorp
Preferred Stock") are not entitled to vote on the Merger. The close of business
on August 18, 1995, is the record date for the West One Meeting (the "West One
Record Date") and the close of business on July 31, 1995, is the record date for
the U. S. Bancorp Meeting (the "U. S. Bancorp Record Date"). On the respective
Record Dates, there were 36,177,068 shares of West One Common Stock outstanding
and 98,264,367 shares of U. S. Bancorp Common Stock outstanding.

The affirmative votes of a majority of the shares of West One Common Stock
outstanding on the West One Record Date and a majority of the shares of U. S.
Bancorp Common Stock outstanding on the U. S. Bancorp Record Date are required
to approve the Merger Agreement. For voting purposes, only shares affirmatively
voted for the approval of the Merger Agreement will be counted as favorable
votes in determining whether the Merger Agreement is approved by the holders of
a majority of the outstanding shares of West One Common Stock or U. S. Bancorp
Common Stock. The failure to submit a proxy card (or to vote in person at the
respective special meeting) or the abstention from voting by a shareholder of
West One or U. S. Bancorp will have the same effect as a vote against the Merger
Agreement. Under applicable stock exchange rules, brokers who hold shares in
street name for customers are prohibited from giving a proxy to vote such
customers' shares with respect to approval of the Merger Agreement in the
absence of specific instructions from such customers ("broker nonvotes").
Accordingly, broker nonvotes will also have the same effect as votes against
approval of the Merger Agreement.

As of the West One Record Date, West One's directors and executive officers
and their affiliates were entitled to vote 2,294,895 shares of West One Common
Stock at the West One Meeting, which represent approximately 6.3 percent of the
total number of outstanding shares. Each such director and executive officer has
indicated his or her intention to vote the West One Common Stock beneficially
owned by him or her for approval of the Merger Agreement. Also at the West One
Record Date, the banking and trust subsidiaries of West One, in a fiduciary
capacity for third parties, had sole or shared voting power as to 3,555,108
shares of West One Common Stock, or approximately 9.8 percent of the total
number of outstanding shares, which will be voted in accordance with the
instructions of the beneficial owners or as authorized by a court of competent
jurisdiction in accordance with Idaho law.

6
<PAGE> 11

As of the U. S. Bancorp Record Date, U. S. Bancorp's directors and
executive officers and their affiliates were entitled to vote 8,724,759 shares
of U. S. Bancorp Common Stock at the U. S. Bancorp Meeting, which represent
approximately 8.9 percent of the total number of outstanding shares. Each such
director and executive officer has indicated his or her intention to vote the
U. S. Bancorp Common Stock beneficially owned by him or her for approval of the
Merger Agreement. Also at the U. S. Bancorp Record Date, the banking and trust
subsidiaries of U. S. Bancorp, in a fiduciary capacity for third parties, had
sole or shared voting power as to 707,031 shares of U. S. Bancorp Common Stock,
which is less than one percent of the total number of outstanding shares. Such
shares will be voted in accordance with the recommendation of a
nationally-recognized independent adviser to institutional shareholders.

See "SPECIAL MEETING OF WEST ONE SHAREHOLDERS" and "SPECIAL MEETING OF
U. S. BANCORP SHAREHOLDERS."

PARTIES TO THE MERGER

West One. West One is an Idaho corporation incorporated in 1981 as a bank
holding company subject to regulation under the Bank Holding Company Act of
1956, as amended (the "BHCA"). Its principal executive offices are located at
101 South Capitol Boulevard, Boise, Idaho 83702 ((208) 383-7000). West One's
principal subsidiary is West One Bank, Idaho, which was founded in 1867 in
Boise, Idaho, and is a state-chartered bank. At June 30, 1995, West One Bank,
Idaho, was the largest commercial bank in Idaho with 91 branches and $4.6
billion in assets. West One Bank, Washington, a state-chartered bank with 60
branches and total assets of $2.2 billion at June 30, 1995, was the
fifth-largest commercial bank in the state of Washington at December 31, 1994.
West One also operates subsidiaries, principally banks, in Oregon, Idaho, and
Utah with combined assets totaling $2.4 billion at June 30, 1995. See "WEST ONE
BANCORP."

U. S. Bancorp. U. S. Bancorp is an Oregon corporation incorporated in 1968
as a bank holding company subject to regulation under the BHCA. Its principal
executive offices are located at 111 S.W. Fifth Avenue, Portland, Oregon 97204
((503) 275-6111). At June 30, 1995, U. S. Bancorp had consolidated assets of
$21.3 billion, placing it among the 35 largest bank holding companies in the
United States. The principal subsidiaries of U. S. Bancorp are United States
National Bank of Oregon, headquartered in Portland, Oregon, and the largest
commercial bank in Oregon in terms of deposits, and U. S. Bank of Washington,
National Association, headquartered in Seattle, Washington and, in terms of
deposits, the third largest commercial bank in the state of Washington. U. S.
Bancorp also operates banking subsidiaries in California, Idaho, and Nevada. See
"U. S. BANCORP."

REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

The Merger is expected to create one of the 30 largest banking
organizations in the United States, solidifying U.S. Bancorp's position as the
premier financial institution headquartered in the Pacific Northwest. The
combined company, drawing from the strengths of increased size and anticipated
improvement in financial and capital ratios, is expected to be well-positioned
to meet the competitive challenges of the rapidly consolidating banking industry
and changing financial services industry in the United States. In particular,
its enhanced financial resources will enable it to offer a broader range of
products and services through an expanded distribution network and to capitalize
on developing opportunities in the banking and financial services industries.
The parties believe the combination of the two entities is especially
propitious, given their similarity in cultures and their common commitment to
the Northwest region.

Although projections are uncertain and no assurance can be given, U. S.
Bancorp and West One currently expect to be able to achieve annual cost savings
of approximately $84 million (pre-tax) through the elimination of duplicate
effort by the beginning of 1997. See "BOARD OF DIRECTORS, MANAGEMENT AND
BUSINESS OPERATIONS OF U. S. BANCORP FOLLOWING THE MERGER -- Business
Operations." In connection with the Merger, it is estimated that a one-time
after-tax charge of $60 million for transaction costs and the costs of combining
operations will be taken in the 1995 fourth quarter.

THE BOARDS OF DIRECTORS OF BOTH PARTIES HAVE RECOMMENDED THAT THEIR
RESPECTIVE SHAREHOLDERS APPROVE THE MERGER AGREEMENT. A West One director, Jack
B. Little, voted against the resolutions and resigned from the West One Board of
Directors based upon

7
<PAGE> 12

his view, which he expressed to the Board, of the importance of West One's
tradition of independence and commitment to its constituencies.

See "BACKGROUND OF AND REASONS FOR THE MERGER -- Reasons for the Merger."

OPINIONS OF FINANCIAL ADVISERS

West One. UBS Securities Inc. ("UBS Securities") has delivered its written
opinions to the West One Board of Directors that, as of May 5, 1995, the date
the Board of Directors approved the Merger Agreement, and as of the date of this
Proxy Statement/Prospectus, the Exchange Ratio (as defined in "Terms of the
Merger" below) is fair, from a financial point of view, to the holders of West
One Common Stock.

UBS Securities is an internationally recognized investment banking and
advisory firm. UBS Securities, as part of its investment banking and advisory
business, is continually engaged in the valuation of businesses and securities
in connection with mergers and acquisitions, negotiated underwritings,
competitive biddings, secondary distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.

U. S. Bancorp. CS First Boston Corporation ("CS First Boston") has
delivered its written opinions to the U. S. Bancorp Board of Directors that, as
of May 5, 1995, the date the Board of Directors approved the Merger Agreement,
and as of the date of this Proxy Statement/Prospectus, the consideration to be
paid by U. S. Bancorp in the Merger is fair to U. S. Bancorp from a financial
point of view.

CS First Boston is an internationally recognized investment banking and
advisory firm. CS First Boston, as part of its investment banking business, is
continually engaged in the valuation of businesses and securities in connection
with mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for corporate and other purposes.

Fees. West One and U. S. Bancorp have agreed to pay fees in the
approximate amounts of $5.0 million and $3.375 million to UBS Securities and CS
First Boston, respectively, a portion of which are contingent upon consummation
of the Merger. See "BACKGROUND OF AND REASONS FOR THE MERGER -- Opinions of
Financial Advisers" for a description of the fees for investment banking
services payable by West One and U. S. Bancorp, respectively.

TERMS OF THE MERGER

Pursuant to the Merger Agreement, at the time and date the Merger is
consummated (the "Effective Time"), West One will be merged with and into U. S.
Bancorp, with U. S. Bancorp as the surviving corporation. See "THE
MERGER -- General." At the Effective Time, outstanding shares of U. S. Bancorp
Common Stock and U. S. Bancorp Preferred Stock will remain outstanding and
shares of West One Common Stock will be converted into the right to receive
shares of U. S. Bancorp Common Stock at the rate of 1.47 shares of U. S. Bancorp
Common Stock for each share of West One Common Stock (the "Exchange Ratio"),
with cash being paid in lieu of issuing fractional shares of U. S. Bancorp
Common Stock. For information on how West One shareholders will be able to
exchange certificates representing shares of West One Common Stock, see "THE
MERGER -- Conversion of West One Common Stock; Effects on U. S. Bancorp
Shareholders."

EFFECTIVE TIME

The Merger is presently expected to be consummated during the last quarter
of 1995, subject to the receipt of regulatory approvals and the satisfaction of
other conditions. The Merger will be consummated after shareholder approval of
the Merger Agreement, receipt of regulatory approvals, and satisfaction or
waiver of all of the conditions in the Merger Agreement. See "THE
MERGER -- Effective Time of the Merger." The Merger Agreement provides that if
the Merger has not been consummated by April 30, 1996, at any time after such
date, the Board of Directors of either U. S. Bancorp or West One may vote to
abandon the Merger.

8
<PAGE> 13

BOARD OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS

At the Effective Time, the Board of Directors of U. S. Bancorp will consist
of not more than 12 persons, including the then directors of U. S. Bancorp
(presently Gerry B. Cameron, Carolyn Silva Chambers, Franklin G. Drake, Robert
L. Dryden, Joshua Green III, Paul A. Redmond, N. Stewart Rogers, and Benjamin R.
Whiteley), Daniel R. Nelson, and three persons designated by the West One Board
of Directors, Harry Bettis, John B. Fery and Allen T. Noble, who are currently
West One directors. Gerry B. Cameron is expected to continue to be Chairman and
Chief Executive Officer of U. S. Bancorp, while Daniel R. Nelson, presently
Chairman and Chief Executive Officer of West One, is expected to become
President and Chief Operating Officer of U. S. Bancorp. In addition, the parties
have announced that, upon Mr. Cameron's retirement, presently anticipated at
year-end 1998, Mr. Nelson is expected to succeed Mr. Cameron as U. S. Bancorp's
Chairman and Chief Executive Officer. See "BOARD OF DIRECTORS, MANAGEMENT AND
BUSINESS OPERATIONS OF U. S. BANCORP FOLLOWING THE MERGER -- Board of Directors
and Certain Executive Officers."

WEST ONE AND U. S. BANCORP STOCK OPTION AGREEMENTS

U. S. Bancorp and West One entered into a Stock Option Agreement dated May
6, 1995 (the "U. S. Bancorp Option Agreement"), pursuant to which U. S. Bancorp
granted West One an option (the "U. S. Bancorp Option") to purchase from U. S.
Bancorp up to 19,542,378 shares of U. S. Bancorp Common Stock (or approximately
19.9 percent of the outstanding shares as of May 6, 1995), at a price of $28.00
per share. West One may exercise the U. S. Bancorp Option only upon the
occurrence of certain events which generally relate to attempts by third parties
to acquire a significant interest in U. S. Bancorp (none of which has occurred)
and upon obtaining any regulatory approvals necessary for the acquisition of the
U. S. Bancorp Common Stock subject to the U. S. Bancorp Option. At the request
of West One, under limited circumstances (none of which has occurred), U. S.
Bancorp will repurchase for a formula price the U. S. Bancorp Option and any
shares of U. S. Bancorp Common Stock purchased upon exercise of the U. S.
Bancorp Option and beneficially owned by West One at that time.

West One and U. S. Bancorp also entered into a Stock Option Agreement,
dated May 6, 1995 (the "West One Option Agreement"), pursuant to which West One
granted U. S. Bancorp an option (the "West One Option") to purchase from West
One up to 7,330,184 shares of West One Common Stock (or approximately 19.9
percent of the outstanding shares as of May 6, 1995), at a price of $34.00 per
share. U. S. Bancorp may exercise the West One Option only upon the occurrence
of certain events which generally relate to attempts by third parties to acquire
a significant interest in West One (none of which has occurred) and upon
obtaining any regulatory approvals necessary for the acquisition of the West One
Common Stock subject to the West One Option. At the request of U. S. Bancorp,
under limited circumstances (none of which has occurred), West One will
repurchase for a formula price the West One Option and any shares of West One
Common Stock purchased upon exercise of the West One Option and beneficially
owned by U. S. Bancorp at that time.

See "THE MERGER -- U. S. Bancorp and West One Stock Option Agreements."

DISSENTERS' RIGHTS

Holders of West One Common Stock, but not the holders of U. S. Bancorp
Common Stock or U. S. Bancorp Preferred Stock, have the right to dissent from
the Merger and to obtain payment of the appraised value of their shares. See
"THE MERGER -- West One Dissenters' Appraisal Rights."

NASDAQ NATIONAL MARKET SYSTEM TRADING

The U. S. Bancorp Common Stock to be issued in the Merger is expected to be
traded on the NASDAQ National Market System under the symbol "USBC." See "THE
MERGER -- NASDAQ National Market System Trading."

9
<PAGE> 14

CONDITIONS; REGULATORY APPROVALS

Consummation of the Merger is conditioned upon approval of the Merger
Agreement by the requisite votes of holders of shares of West One Common Stock
and U. S. Bancorp Common Stock as set forth herein; receipt of all required
approvals of the Merger by regulatory agencies, including the Board of Governors
of the Federal Reserve System ("Federal Reserve Board"); receipt by each party
of a favorable tax opinion of its respective legal counsel; the continuing
accuracy of the representations and warranties of each party; the performance of
specified obligations by each party; and other conditions. U. S. Bancorp filed a
preliminary draft application for approval of the Merger with the Federal
Reserve Board on July 3, 1995. As a condition to obtaining required regulatory
approvals, U.S. Bancorp and West One expect that the Federal Reserve Board or
the United States Department of Justice will request the divestiture of certain
operations of one or both companies to alleviate what such agencies believe
would otherwise be an adverse competitive effect. At present, neither West One
nor U.S. Bancorp can predict with any assurance what the aggregate amount of any
such divestitures may be but believe, based on divestitures required in recent
comparable transactions, that such divestitures should not be material to the
business operations or financial condition of the combined institution and its
subsidiaries taken as a whole. See "THE MERGER -- Conditions to the Consummation
of the Merger" and "-- Regulatory Approvals Required for the Merger."

TERMINATION AND AMENDMENT OF THE MERGER AGREEMENT

The Merger Agreement may be terminated, and the Merger abandoned, prior to
the Effective Time, whether before or after its approval by the shareholders of
West One and U. S. Bancorp (i) by the respective majority votes of the Boards of
Directors of both West One and U. S. Bancorp or (ii) by the Board of Directors
of either party under certain specified circumstances, including if the Merger
shall not have been consummated by April 30, 1996. Subject to compliance with
applicable law, the Merger Agreement may be amended by U. S. Bancorp and West
One by action taken or authorized by their respective Boards of Directors at any
time. After approval by the shareholders of West One and U. S. Bancorp of the
Merger Agreement, in the event the companies contemplate a waiver of, or
amendment to, a provision of the Merger Agreement of the type which by law may
not be made without approval of shareholders of either or both companies, West
One or U. S. Bancorp or both, as may be required by law, will resolicit proxies
from each company's respective shareholders to obtain such approval. In the
event that the companies contemplate a waiver or amendment as to the form or
amount of consideration that is required to be received by West One shareholders
in the Merger pursuant to the Merger Agreement, West One will resolicit proxies
from its shareholders to obtain approval for such waiver or amendment. See "THE
MERGER -- Termination of the Merger Agreement" and "-- Waiver and Amendment of
the Merger Agreement."

TAX AND ACCOUNTING TREATMENT OF THE MERGER

West One and U. S. Bancorp have received opinions from their respective
legal counsel to the effect that the Merger will constitute a tax-free
reorganization within the meaning of Section 368(a)(1)(A) of the Internal
Revenue Code of 1986, as amended (the "Code"). Because the Merger will be a
tax-free reorganization, no income, gain, or loss will be recognized by a
shareholder of West One upon the exchange of shares of U. S. Bancorp Common
Stock for West One Common Stock (except in connection with cash received in lieu
of fractional shares). Consummation of the Merger is conditioned upon receipt by
West One and U. S. Bancorp of similar opinions from their respective legal
counsel dated as of the Effective Time and letters from their respective
independent accountants to the effect that the Merger will qualify for
pooling-of-interests accounting treatment. See "THE MERGER -- Certain Federal
Income Tax Consequences" and "-- Accounting Treatment."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Continuation of Certain Persons as Directors. The eight current directors
of U. S. Bancorp (Gerry B. Cameron, Carolyn Silva Chambers, Franklin G. Drake,
Robert L. Dryden, Joshua Green III, Paul A. Redmond, N. Stewart Rogers, and
Benjamin R. Whiteley) and four of the current directors of West One

10
<PAGE> 15

(Daniel R. Nelson, Harry Bettis, John B. Fery, and Allen T. Noble) are expected
to be directors of U. S. Bancorp beginning at the Effective Time.

Certain Executive Officers. The parties have jointly announced that Gerry
B. Cameron is expected to continue as Chairman and Chief Executive Officer of
U.S. Bancorp following the Merger, while Daniel R. Nelson, presently Chairman
and Chief Executive Officer of West One, is expected to become President and
Chief Operating Officer of U. S. Bancorp. In addition, following Mr. Cameron's
retirement presently anticipated at the end of 1998, Mr. Nelson is expected to
succeed him as Chairman and Chief Executive Officer of U. S. Bancorp. Certain
other executive officers of West One will also become U. S. Bancorp executive
officers. See "BOARD OF DIRECTORS, MANAGEMENT AND BUSINESS OPERATIONS OF U. S.
BANCORP FOLLOWING THE MERGER -- Board of Directors and Certain Executive
Officers."

Executive Employment Agreements. Executive employment agreements with
twelve executives of West One will become effective at the Effective Time,
replacing employment agreements to which certain of such executives are
currently parties. The employment agreements have terms of three years following
the Effective Time with respect to Daniel R. Nelson, Robert J. Lane, Scott M.
Hayes, Dwight V. Board and Don I. Sauer, and two years following the Effective
Time with respect to the other seven executives. In the event an executive's
employment is terminated during the respective term of the agreement under
specified circumstances, the executive will be entitled to a lump sum cash
payment equal to the sum of his annual base salary and Recent Bonus (as defined
below) times three, in the case of Messrs. Nelson, Lane, Hayes, Board and Sauer,
and times two, in the case of the other seven executives, together with certain
other benefits. Each executive is also entitled to an additional payment such
that, after the payment of all applicable income and excise taxes, the executive
will be in the same after-tax position as if no federal excise taxes under
Section 4999 of the Code had been imposed. Certain other West One employees are
parties to employment agreements which entitle them to payments equal to 1.5
times the sum of their annual salary and average bonus for the last two years in
the event their employment is terminated for specified reasons following a
change in control of West One, including consummation of the Merger, together
with certain other benefits. See "INTERESTS OF CERTAIN PERSONS IN THE
MERGER -- New Employment Agreements" and "-- Existing West One Employment
Agreements."

West One Stock Options. Each outstanding stock option under West One's
employee stock plans will, pursuant to the terms of the related option
agreements, automatically become vested and fully exercisable upon consummation
of the Merger. Additionally, pursuant to the Merger Agreement, each outstanding
stock option under such plans at the Effective Time will be converted into a
stock option to purchase U. S. Bancorp Common Stock and will continue to be
governed by the terms of such West One plans. See "INTERESTS OF CERTAIN PERSONS
IN THE MERGER -- West One Stock Options."

Premier Life Insurance Plan. Pursuant to the Merger Agreement, U. S.
Bancorp has agreed to maintain the benefits payable under the split dollar life
insurance program maintained by West One at the date of the Merger Agreement.
See "INTERESTS OF CERTAIN PERSONS IN THE MERGER -- West One Premier Life
Insurance Plan."

Indemnification. The Merger Agreement provides that U. S. Bancorp will
indemnify and hold harmless each present and former director and officer of West
One, or any subsidiary of West One, to the fullest extent permissible under
applicable law and the articles of incorporation or bylaws of U. S. Bancorp or
any agreement to which U. S. Bancorp is a party as in effect on May 5, 1995.
U.S. Bancorp's indemnification obligations will continue in full force and
effect for a period of six years from the Effective Time. See "INTERESTS OF
CERTAIN PERSONS IN THE MERGER -- Indemnification of West One Officers and
Directors."

11
<PAGE> 16

MARKET PRICES OF COMMON STOCK

U. S. Bancorp Common Stock and West One Common Stock are traded over the
counter on the NASDAQ National Market System. The following table sets forth for
the periods indicated the high and low sales prices as reported on the NASDAQ
National Market System for U. S. Bancorp Common Stock and West One Common Stock.

<TABLE>
<CAPTION>
U. S. BANCORP WEST ONE
COMMON STOCK COMMON STOCK
------------- ---------------
CALENDAR QUARTER HIGH LOW HIGH LOW
--------------------------------------- ---- ---- ----- -----
<S> <C> <C> <C> <C>
1992
First Quarter........................ $24 3/8 $20 3/8 $19 3/4 $15 3/4
Second Quarter....................... 26 1/8 19 7/8 21 5/8 18
Third Quarter........................ 25 7/8 21 21 1/8 19 3/8
Fourth Quarter....................... 26 5/8 21 25 3/8 20 3/8
1993
First Quarter........................ 28 7/8 24 1/2 27 1/4 24 1/2
Second Quarter....................... 28 1/8 22 26 3/8 22 7/8
Third Quarter........................ 27 24 3/8 29 1/2 24 3/8
Fourth Quarter....................... 27 1/8 22 3/4 31 5/8 23 7/8
1994
First Quarter........................ 28 5/8 23 1/2 28 1/2 25 3/4
Second Quarter....................... 28 5/8 24 1/2 32 26 1/2
Third Quarter........................ 28 1/8 25 1/4 31 13/16 28
Fourth Quarter....................... 25 7/8 22 1/8 28 9/16 24 11/16
1995
First Quarter........................ 26 3/4 22 28 1/4 26
Second Quarter....................... 25 3/4 23 1/2 35 1/4 26 7/8
Third Quarter (through August 22,
1995)............................. 26 1/2 23 7/8 37 7/16 33 1/8
</TABLE>

On May 4, 1995, the last trading day before the Boards of Directors of
U. S. Bancorp and West One approved the Merger Agreement, the last sale price
reported on the NASDAQ National Market System for U. S. Bancorp Common Stock was
$27.625 ($40.61 on an equivalent-share basis for each share of West One Common
Stock determined by multiplying the last sale price per share for U. S. Bancorp
Common Stock by the Exchange Ratio of 1.47). On May 5, 1995, the last trading
day before the public announcement of the proposed Merger, the last sale price
reported on the NASDAQ National Market System for U. S. Bancorp Common Stock was
$26.375 ($38.77 on an equivalent-share basis for each share of West One Common
Stock). The last sale prices per share reported on the NASDAQ National Market
System for West One Common Stock on May 4, 1995, and May 5, 1995, were $27.50
and $32.125, respectively. On August 22, 1995, the last sale price per share
reported on the NASDAQ National Market System for U. S. Bancorp Common Stock was
$26.50 ($38.955 on an equivalent-share basis for each share of West One Common
Stock) and for West One Common Stock was $37.4375. Shareholders are urged to
obtain current quotations for the market prices of U. S. Bancorp Common Stock
and West One Common Stock.

No assurance can be given as to the market price of West One Common Stock
or U. S. Bancorp Common Stock at the Effective Time of the Merger, or the U. S.
Bancorp Common Stock after the Effective Time of the Merger. Because the
Exchange Ratio is fixed and because the market price of the U. S. Bancorp Common
Stock is subject to fluctuation, the value of the shares of U. S. Bancorp Common
Stock that holders of West One Common Stock will receive in the Merger may
increase or decrease prior to and after the Effective Time.

12
<PAGE> 17

SELECTED FINANCIAL DATA

The following table sets forth selected consolidated historical
financial data for U. S. Bancorp and West One and selected pro forma combined
financial data for U. S. Bancorp giving effect to the proposed Merger on a
pooling-of-interests basis for the periods specified below. The data have been
derived in part from, and should be read in conjunction with, the consolidated
financial statements and notes thereto and other financial information with
respect to U. S. Bancorp and West One incorporated by reference into or set
forth elsewhere in this Proxy Statement/Prospectus (see "INFORMATION
INCORPORATED BY REFERENCE" and "UNAUDITED PRO FORMA CONDENSED FINANCIAL
STATEMENTS"), and such data are qualified in their entirety by reference
thereto. Certain amounts have been reclassified to conform West One's financial
information with U. S. Bancorp's presentation. All adjustments (comprising only
normal recurring accruals) that management believes necessary for a fair
presentation of the data for the six-month periods have been included. The data
for the six-month periods are not necessarily indicative of the data for the
entire year.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------
DOLLARS IN THOUSANDS 1990 1991 1992 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
U. S. BANCORP(1)
Earnings Summary:
Interest income................................................ $ 1,716,060 $ 1,638,584 $ 1,491,474 $ 1,433,696
Interest expense............................................... 1,025,833 869,319 631,116 505,585
----------- ----------- ----------- -----------
Net interest income............................................ 690,227 769,265 860,358 928,111
Provision for credit losses.................................... 103,578 125,373 134,454 92,851
Noninterest income............................................. 299,043 375,386 443,501 531,819
Income before cumulative effect of accounting changes.......... 190,791 190,926 208,074 257,949
Net income..................................................... 190,791 190,926 148,184 257,949
Period End Balance Sheet Data:
Total assets................................................... $18,547,518 $18,875,137 $20,741,147 $21,415,490
Total earning assets........................................... 16,317,506 16,649,096 18,236,641 18,950,963
Total deposits................................................. 13,363,397 13,316,363 15,425,277 15,510,701
Long-term debt................................................. 666,303 1,214,062 1,329,174 1,051,578
Total shareholders' equity..................................... 1,267,095 1,411,886 1,631,308 1,818,195
Common shareholders' equity.................................... 1,267,095 1,411,886 1,481,308 1,668,195
Preferred stock................................................ -- -- 150,000 150,000
WEST ONE
Earnings Summary:
Interest income................................................ $ 453,237 $ 459,008 $ 450,197 $ 524,435
Interest expense............................................... 268,014 249,980 195,090 193,435
----------- ----------- ----------- -----------
Net interest income............................................ 185,223 209,028 255,107 331,000
Provision for credit losses.................................... 11,668 29,680 14,308 13,383
Noninterest income............................................. 58,840 69,005 79,575 93,182
Net income..................................................... 44,267 41,199 63,372 83,187
Period End Balance Sheet Data:
Total assets................................................... $ 4,946,989 $ 5,417,199 $ 7,133,637 $ 7,671,353
Total earning assets........................................... 4,430,822 4,921,857 6,380,092 6,994,966
Total deposits................................................. 3,860,881 4,044,408 5,636,339 5,937,047
Long-term debt................................................. 72,614 111,881 117,649 116,460
Shareholders' equity........................................... 332,692 367,048 489,825 623,566
PRO FORMA U. S. BANCORP(2)
Earnings Summary:
Interest income................................................ $ 2,169,297 $ 2,097,592 $ 1,941,671 $ 1,958,131
Interest expense............................................... 1,293,847 1,119,299 826,206 699,020
----------- ----------- ----------- -----------
Net interest income............................................ 875,450 978,293 1,115,465 1,259,111
Provision for credit losses.................................... 115,246 155,053 148,762 106,234
Noninterest income............................................. 357,883 444,391 523,076 625,001
Income before cumulative effect of accounting changes.......... 235,058 232,125 271,446 341,136
Net income..................................................... 235,058 232,125 211,556 341,136
Period End Balance Sheet Data:
Total assets................................................... $23,494,507 $24,292,336 $27,874,784 $29,086,843
Total earning assets........................................... 20,748,328 21,570,953 24,616,733 25,945,929
Total deposits................................................. 17,224,278 17,360,771 21,061,616 21,447,748
Long-term debt................................................. 738,917 1,325,943 1,446,823 1,168,038
Total shareholders' equity..................................... 1,599,787 1,778,934 2,121,133 2,441,761
Common shareholders' equity.................................... 1,599,787 1,778,934 1,971,133 2,291,761
Preferred stock................................................ -- -- 150,000 150,000

<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------------
DOLLARS IN THOUSANDS 1994 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
U. S. BANCORP(1)
Earnings Summary:
Interest income................................................ $ 1,480,085 $ 706,444 $ 824,672
Interest expense............................................... 517,927 241,528 332,074
----------- ----------- -----------
Net interest income............................................ 962,158 464,916 492,598
Provision for credit losses.................................... 106,868 45,301 42,265
Noninterest income............................................. 456,121 218,582 208,622
Income before cumulative effect of accounting changes.......... 151,495 22,875 136,521
Net income..................................................... 151,495 22,875 136,521
Period End Balance Sheet Data:
Total assets................................................... $21,816,409 $21,166,911 $21,349,858
Total earning assets........................................... 19,105,476 18,766,239 18,637,752
Total deposits................................................. 15,048,366 14,971,438 14,976,112
Long-term debt................................................. 994,870 1,046,638 890,338(3)
Total shareholders' equity..................................... 1,777,285 1,763,870 1,893,169
Common shareholders' equity.................................... 1,627,285 1,613,870 1,743,169
Preferred stock................................................ 150,000 150,000 150,000
WEST ONE
Earnings Summary:
Interest income................................................ $ 589,256 $ 276,441 $ 349,034
Interest expense............................................... 221,361 96,837 154,409
----------- ----------- -----------
Net interest income............................................ 367,895 179,604 194,625
Provision for credit losses.................................... 13,278 7,776 6,470
Noninterest income............................................. 103,939 51,619 57,017
Net income..................................................... 103,171 48,838 57,016
Period End Balance Sheet Data:
Total assets................................................... $ 8,792,699 $ 8,091,670 $ 9,156,113
Total earning assets........................................... 7,898,859 7,442,345 8,369,109
Total deposits................................................. 6,810,882 6,314,714 6,861,916
Long-term debt................................................. 253,073 129,142 321,970
Shareholders' equity........................................... 715,769 655,545 692,161
PRO FORMA U. S. BANCORP(2)
Earnings Summary:
Interest income................................................ $ 2,069,341 $ 982,885 $ 1,173,706
Interest expense............................................... 739,288 338,365 486,483
----------- ----------- -----------
Net interest income............................................ 1,330,053 644,520 687,223
Provision for credit losses.................................... 120,146 53,077 48,735
Noninterest income............................................. 560,060 270,201 265,639
Income before cumulative effect of accounting changes.......... 254,666 71,713 193,537
Net income..................................................... 254,666 71,713 193,537
Period End Balance Sheet Data:
Total assets................................................... $30,609,108 $29,258,581 $30,505,971
Total earning assets........................................... 27,004,335 26,208,584 27,806,861
Total deposits................................................. 21,859,248 21,286,152 21,838,028
Long-term debt................................................. 1,247,943 1,175,780 1,212,308
Total shareholders' equity..................................... 2,493,054 2,419,415 2,525,330
Common shareholders' equity.................................... 2,343,054 2,269,415 2,375,330
Preferred stock................................................ 150,000 150,000 150,000
</TABLE>

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

(1) In March 1994, U. S. Bancorp's Board of Directors approved a major
cost reduction program. In connection therewith, a $100 million
pre-tax restructuring charge was recorded in the 1994 first quarter
results of operations.

(2) Pro forma information is based on combined U. S. Bancorp and West One
after giving effect to the proposed Merger of West One and U. S.
Bancorp on a pooling-of-interests accounting basis assuming the Merger
had been effective during all the periods presented above. See
"UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS."

(3) U. S. Bancorp filed a shelf registration statement in 1993 with the
SEC providing for the issuance of up to $500 million of subordinated
debt, none of which had been issued as of the date of the Proxy
Statement/Prospectus. In the ordinary course of business, U. S.
Bancorp may issue additional debt from time to time for general
corporate purposes.
--------------------------------------------------------------------------------

13
<PAGE> 18

SELECTED FINANCIAL RATIOS

The following table presents unaudited information concerning certain
financial ratios for U. S. Bancorp and West One on a historical basis and on a
pro forma basis giving effect to the proposed Merger on a pooling-of-interests
basis. Certain amounts have been reclassified to conform West One's financial
information with U. S. Bancorp's presentation. The ratios are qualified in their
entirety by reference to, and should be read in conjunction with, the
consolidated financial statements and notes thereto and other financial
information with respect to U. S. Bancorp and West One incorporated by reference
into or set forth elsewhere in this Proxy Statement/Prospectus. See "INFORMATION
INCORPORATED BY REFERENCE" and "UNAUDITED PRO FORMA CONDENSED FINANCIAL
STATEMENTS." The June 30, 1994 and 1995 ratios have been annualized where
necessary.

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------- ----------------
1990 1991 1992 1993 1994 1994 1995
----- ----- ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
PERFORMANCE RATIOS:
Return on Average Total Assets
U. S. Bancorp(1)............................................... 1.04% 1.03% 1.07% 1.25% 0.72% 0.22% 1.30%
West One....................................................... 0.94 0.80 1.08 1.14 1.28 1.26 1.32
Pro Forma...................................................... 1.02 0.98 1.07 1.22 0.87 0.50 1.31
Return on Average Common Shareholders' Equity
U. S. Bancorp(1)............................................... 16.04 14.25 13.80 15.75 8.58 2.08 15.76
West One....................................................... 14.16 11.82 14.93 15.61 15.63 15.54 15.75
Pro Forma...................................................... 15.65 13.74 14.06 15.71 10.62 5.86 15.76
Net Interest Margin (tax-equivalent)
U. S. Bancorp.................................................. 4.56 4.93 5.18 5.29 5.35 5.21 5.45
West One....................................................... 4.61 4.72 5.07 5.28 5.31 5.40 5.20
Pro Forma...................................................... 4.57 4.89 5.16 5.29 5.33 5.28 5.39
Overhead Ratio(2)
U. S. Bancorp.................................................. 59.86 62.44 64.81 65.75 75.48 86.41 62.49
West One....................................................... 66.35 65.78 65.85 65.56 63.21 63.34 62.60
Pro Forma...................................................... 61.15 63.10 65.02 65.70 72.37 80.49 62.52
ASSET QUALITY RATIOS:
Allowance for Credit Losses to Period-End Loans
U. S. Bancorp.................................................. 1.45 1.65 1.91 1.91 1.96 1.91 1.96
West One....................................................... 1.45 1.52 1.51 1.40 1.35 1.38 1.29
Pro Forma...................................................... 1.45 1.63 1.81 1.77 1.79 1.76 1.77
Allowance for Credit Losses to Nonperforming Loans
U. S. Bancorp.................................................. 79 77 100 125 168 151 191
West One....................................................... 150 125 319 311 412 437 467
Pro Forma...................................................... 86 83 117 144 192 176 218
Nonperforming Assets to Period-End Loans and Foreclosed Assets
U. S. Bancorp.................................................. 2.36 2.75 2.13 1.77 1.31 1.46 1.20
West One....................................................... 1.20 1.54 0.68 0.53 0.42 0.41 0.33
Pro Forma...................................................... 2.14 2.51 1.77 1.43 1.06 1.17 0.95
Net Loans Charged-Off to Average Loans
U. S. Bancorp.................................................. 0.47 0.73 0.82 0.60 0.48 0.48 0.40
West One....................................................... 0.44 0.73 0.26 0.14 0.18 0.19 0.17
Pro Forma...................................................... 0.46 0.73 0.70 0.48 0.39 0.39 0.34
CAPITAL RATIOS:
Average Common Shareholders' Equity to Average Assets
U. S. Bancorp.................................................. 6.49 7.25 7.23 7.54 7.69 7.72 7.88
West One....................................................... 6.61 6.75 7.26 7.29 8.21 8.13 8.41
Pro Forma...................................................... 6.51 7.14 7.24 7.48 7.83 7.83 8.03
Leverage Ratio
U. S. Bancorp.................................................. 5.92 6.84 7.16 7.65 7.69 7.62 8.29
West One....................................................... 6.51 6.53 6.90 7.61 8.16 7.75 7.40
Pro Forma...................................................... 6.04 6.77 7.10 7.64 7.82 7.61 7.82
Tier 1 Risk-based Capital Ratio
U. S. Bancorp.................................................. 6.67 7.56 8.54 8.76 8.19 8.38 8.65
West One....................................................... 8.51 8.79 8.91 9.53 10.30 9.74 9.19
Pro Forma...................................................... 7.01 7.79 8.63 8.95 8.72 8.72 8.57
Total Risk-based Capital Ratio
U. S. Bancorp.................................................. 9.64 9.83 11.54 11.73 11.03 11.29 11.49
West One....................................................... 10.94 11.97 11.41 11.80 12.41 11.98 10.96
Pro Forma...................................................... 9.88 10.24 11.51 11.75 11.38 11.46 11.13
</TABLE>

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

(1) Returns for 1992 were computed before accounting changes. Net income for
1992 includes a $59.9 million after-tax charge from the adoption of
Statement of Financial Accounting Standards (SFAS) No. 106, "Employees'
Accounting for Postretirement Benefits Other than Pensions" and SFAS No.
112, "Employers' Accounting for Postemployment Benefits." After accounting
changes, return on average total assets was .76% and return on average
common shareholders' equity was 10.14%.

(2) Overhead ratio is defined as noninterest expenses as a percentage of
tax-equivalent net interest income and noninterest revenues.

14
<PAGE> 19

EQUIVALENT PER COMMON SHARE DATA

The following table sets forth selected historical per common share data
for U. S. Bancorp and West One, pro forma data per U. S. Bancorp Common Share,
and equivalent pro forma data per West One Common Share after giving effect to
the proposed Merger of U. S. Bancorp and West One on a pooling-of-interests
accounting basis, assuming the Merger had been effective during all the periods
presented. The pro forma equivalent data for West One are based on the
respective pro forma amounts per share of U. S. Bancorp Common Stock multiplied
by 1.47, the number of shares of U. S. Bancorp Common Stock issuable in exchange
for one share of West One Common Stock in the Merger. All common share data have
been restated to reflect stock splits and stock dividends during the periods
presented. The data should be read in conjunction with the consolidated
financial statements and notes thereto and other financial information with
respect to U. S. Bancorp and West One incorporated by reference into or set
forth elsewhere in this Proxy Statement/Prospectus, and such data are qualified
in their entirety by reference thereto. See "INFORMATION INCORPORATED BY
REFERENCE" and "UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS."

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------------------------------------ ---------------
1990 1991 1992 1993 1994 1994 1995
----- ----- ----- ----- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
U. S. BANCORP COMMON STOCK
Income per share before cumulative effect
of accounting changes(1):
Historical.......................... $1.99 $1.96 $2.05 $2.47 $1.40 $ .17 $1.33
Pro forma combined.................. 1.72 1.67 1.86 2.22 1.59 .43 1.23
Cash dividends declared per share:
Historical.......................... .59 .71 .76 .85 .94 .44 .50
Pro forma combined.................. .59 .71 .76 .85 .94 .44 .50
Book value per share at period-end(3):
Historical.......................... 16.58 17.75
Pro forma combined.................. 15.40 15.93
WEST ONE COMMON STOCK
Net income per share(2):
Historical:
Primary............................. $1.60 $1.47 $2.09 $2.50 $2.88 $1.38 $1.55
Fully diluted....................... 1.60 1.44 1.98 2.38 2.74 1.31 1.47
Pro forma equivalent................ 2.53 2.45 2.73 3.26 2.34 .63 1.81
Cash dividends declared per share:
Historical.......................... .44 .48 .675 .49 .76 .36 .44
Pro forma equivalent................ .87 1.04 1.12 1.25 1.38 .65 .74
Book value per share at period-end(3):
Historical.......................... 19.48 19.99
Pro forma equivalent................ 22.64 23.42
</TABLE>

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

(1) In March 1994, U. S. Bancorp's Board of Directors approved a major cost
reduction program. In connection therewith, a $100 million pre-tax
restructuring charge was recorded in the 1994 first quarter results of
operations.

(2) The pro forma equivalent net income per share on a fully diluted basis is
not presented as the dilution is not material.

(3) Included for specified periods only in accordance with SEC rules.

<PAGE> 20

SPECIAL MEETING OF WEST ONE SHAREHOLDERS

DATE, TIME, AND PLACE

The West One Meeting will be held on October 3, 1995, commencing at 3:00
p.m., local time, at Boise Centre on the Grove, 850 West Front Street, Boise,
Idaho.

PURPOSE OF MEETING

The purpose of the West One Meeting is to consider and vote upon approval
of the Merger Agreement and conduct any other business that may properly come
before the West One Meeting. In the event of a vote to adjourn the West One
Meeting to permit further solicitation of proxies, no proxy which is voted
against approval of the Merger Agreement will be voted in favor of any such
adjournment.

SHARES OUTSTANDING AND ENTITLED TO VOTE; RECORD DATE

The Board of Directors of West One has fixed the close of business on
August 18, 1995, as the West One Record Date for the determination of holders of
shares of West One Common Stock entitled to notice of and to vote at the West
One Meeting. At the close of business on the West One Record Date, there were
36,177,068 shares of West One Common Stock issued and outstanding held by
approximately 6,406 holders of record. Holders of record of West One Common
Stock on the West One Record Date are entitled to one vote per share.

VOTE REQUIRED

The affirmative vote of a majority of all shares of West One Common Stock
outstanding on the West One Record Date is required to approve the Merger
Agreement.

As of the West One Record Date, West One's directors and executive officers
and their affiliates owned and were entitled to vote 2,294,895 shares of West
One Common Stock at the West One Meeting, representing approximately 6.3 percent
of the outstanding shares. Each such director and executive officer has
indicated his or her intention to vote the West One Common Stock beneficially
owned by him or her for approval of the Merger Agreement. In addition, as of the
West One Record Date, the banking and trust subsidiaries of West One, as
fiduciaries, custodians, or agents, held a total of 3,555,108 shares, or
approximately 9.8 percent of the outstanding shares, of West One Common Stock
under trust agreements and other instruments and agreements. These entities will
vote 3,448,242 of such shares in accordance with the instructions of the
beneficial owners of those 3,448,242 shares, and these entities will vote the
remaining 106,866 of such shares in accordance with the recommendation of a
nationally-recognized independent adviser to institutional shareholders as
authorized by a court of competent jurisdiction in accordance with Idaho law.

Also as of the West One Record Date, the banking and trust subsidiaries of
U. S. Bancorp, as fiduciaries, custodians, or agents, held a total of 113,692
shares, or less than one percent of the outstanding shares, of West One Common
Stock under trust agreements and other instruments and agreements. These
entities maintained sole or shared voting power with respect to 2,700 of such
shares, which will be voted in accordance with the recommendation of a
nationally-recognized independent adviser to institutional shareholders. As of
the West One Record Date, U. S. Bancorp's directors and executive officers and
their affiliates did not own any shares of West One Common Stock. Also at that
date, U. S. Bancorp held 19,792 shares of West One Common Stock which it intends
to vote in favor of the Merger.

Additional information regarding beneficial ownership of West One Common
Stock by West One directors and executive officers may be found in West One's
proxy statement for its 1995 annual meeting of shareholders, which is
incorporated by reference into its Annual Report on Form 10-K for the year ended
December 31, 1994. See "INFORMATION INCORPORATED BY REFERENCE."

16
<PAGE> 21

VOTING, SOLICITATION, AND REVOCATION OF PROXIES

Proxy cards accompany this Proxy Statement/Prospectus for use at the West
One Meeting by record holders of West One Common Stock. A West One shareholder
may use his proxy if he is unable to attend the West One Meeting in person or
wishes to have his shares voted by proxy even if he attends the meeting. The
proxy may be revoked in writing by the person giving it at any time before it is
exercised by notice of such revocation to the Secretary of West One, by
submitting a proxy having a later date, or by such person appearing at the West
One Meeting and electing to vote in person. All proxies validly submitted and
not revoked will be voted in the manner specified therein. IF NO SPECIFICATION
IS MADE, THE PROXIES WILL BE VOTED IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT.

The presence of a majority of the outstanding shares of West One Common
Stock in person or by proxy is necessary to constitute a quorum of shareholders
for the West One Meeting. Shares for which duly-executed proxies have been
received but with respect to which holders of shares have abstained from voting
are counted in determining the shares present at a meeting.

For voting purposes, only shares affirmatively voted for the approval of
the Merger Agreement will be counted as favorable votes in determining whether
the Merger Agreement is approved by the holders of a majority of the outstanding
shares of West One Common Stock. Under applicable stock exchange rules, brokers
who hold shares in street name for customers are prohibited from giving a proxy
to vote such customers' shares with respect to approval of the Merger Agreement
in the absence of specific instructions from such customers ("broker nonvotes").
Accordingly, abstentions and broker nonvotes will have the same effect as votes
against approval of the Merger Agreement.

West One will bear the cost of soliciting proxies from its shareholders.
West One has retained Beacon Hill Partners, Inc. to aid in the solicitation of
proxies for an estimated fee of $7,500, plus reasonable out-of-pocket expenses.
In addition to using the mails, proxies may be solicited by personal interview,
telephone, and wire. Banks, brokerage houses, other institutions, nominees, and
fiduciaries will be requested to forward their proxy soliciting material to
their principals and obtain authorization for the execution of proxies. West One
will reimburse such parties for their reasonable expenses in sending proxy
materials to the beneficial owners of the shares.

At the West One Meeting, representatives of Coopers & Lybrand L.L.P.,
principal accountants of West One for the current year and most recently
completed fiscal year, are expected to be present, will have the opportunity to
make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions.

SPECIAL MEETING OF U. S. BANCORP SHAREHOLDERS

DATE, TIME, AND PLACE

The U. S. Bancorp Meeting will be held on October 3, 1995, commencing at
2:00 p.m., local time, at the Multnomah Athletic Club in the Ballroom, 1849 S.W.
Salmon, Portland, Oregon.

PURPOSE OF MEETING

The purpose of the U. S. Bancorp Meeting is to consider and vote upon
approval of the Merger Agreement and conduct any other business that may
properly come before the U. S. Bancorp Meeting. In the event of a vote to
adjourn the U. S. Bancorp Meeting to permit further solicitation of proxies, no
proxy which is voted against approval of the Merger Agreement will be voted in
favor of such adjournment.

SHARES OUTSTANDING AND ENTITLED TO VOTE; RECORD DATE

The Board of Directors of U. S. Bancorp has fixed the close of business on
July 31, 1995, as the U. S. Bancorp Record Date for the determination of holders
of shares of U. S. Bancorp Common Stock entitled to notice of and to vote at the
U. S. Bancorp Meeting. At the close of business on the U. S. Bancorp Record

17
<PAGE> 22

Date, there were 98,264,367 shares of U. S. Bancorp Common Stock issued and
outstanding held by approximately 15,258 holders of record. Holders of record of
U. S. Bancorp Common Stock on the U. S. Bancorp Record Date are entitled to one
vote per share. Holders of U. S. Bancorp Preferred Stock are entitled to notice
of the U. S. Bancorp Meeting but are not entitled to vote on the Merger.

VOTE REQUIRED

The affirmative vote of a majority of all shares of U. S. Bancorp Common
Stock outstanding on the U. S. Bancorp Record Date is required to approve the
Merger Agreement.

As of the U. S. Bancorp Record Date, U. S. Bancorp's directors and
executive officers and their affiliates owned and were entitled to vote
8,724,759 shares of U. S. Bancorp Common Stock at the U. S. Bancorp Meeting,
representing approximately 8.9 percent of the outstanding shares. Each such
director and executive officer has indicated his or her intention to vote the
U. S. Bancorp Common Stock beneficially owned by him or her for approval of the
Merger Agreement. In addition, as of the U. S. Bancorp Record Date, the banking
and trust subsidiaries of U. S. Bancorp, as fiduciaries, custodians, or agents,
held a total of 11,407,849 shares, or approximately 11.6 percent of the
outstanding shares, of U. S. Bancorp Common Stock under trust agreements and
other instruments and agreements. These entities maintained sole or shared
voting power with respect to 707,031 of such shares, which represent less than
one percent of the outstanding shares and will be voted in accordance with the
recommendation of a nationally-recognized independent adviser to institutional
shareholders.

Also as of the Record Date, West One's directors and executive officers
beneficially owned an aggregate of 1,900 shares, or less than one percent of the
outstanding shares, of U. S. Bancorp Common Stock, all of which will be voted
for approval of the Merger Agreement. In addition, as of the U. S. Bancorp
Record Date, the banking and trust subsidiaries of West One, as fiduciaries,
custodians, or agents, held a total of 66,307 shares, or less than one percent
of the outstanding shares, of U. S. Bancorp Common Stock under trust agreements
and other instruments and agreements. These entities will vote 56,125 of such
shares in accordance with the instructions of the beneficial owners and with
regard to the remaining 10,182 of such shares, over which these entities have
sole voting power, these entities will not exercise that voting power.

Additional information regarding beneficial ownership of U. S. Bancorp
Common Stock by principal shareholders, directors, and executive officers of
U. S. Bancorp may be found in U. S. Bancorp's proxy statement for its 1995
annual meeting of shareholders, which is incorporated by reference into its
Annual Report on Form 10-K for the year ended December 31, 1994. See
"INFORMATION INCORPORATED BY REFERENCE."

VOTING, SOLICITATION, AND REVOCATION OF PROXIES

Proxy cards accompany this Proxy Statement/Prospectus for use at the U. S.
Bancorp Meeting by record holders of U. S. Bancorp Common Stock. A U. S. Bancorp
shareholder may use his proxy if he is unable to attend the U. S. Bancorp
Meeting in person or wishes to have his shares voted by proxy even if he attends
the meeting. The proxy may be revoked in writing by the person giving it at any
time before it is exercised by notice of such revocation to the Secretary of
U. S. Bancorp, by submitting a proxy having a later date, or by such person
appearing at the U. S. Bancorp Meeting and electing to vote in person. All
proxies validly submitted and not revoked will be voted in the manner specified
therein. IF NO SPECIFICATION IS MADE, THE PROXIES WILL BE VOTED IN FAVOR OF
APPROVAL OF THE MERGER AGREEMENT.

The presence of a majority of the outstanding shares of U. S. Bancorp
Common Stock in person or by proxy is necessary to constitute a quorum of
shareholders for the U. S. Bancorp Meeting. Shares for which duly executed
proxies have been received but with respect to which holders of shares have
abstained from voting are counted in determining the shares present at a
meeting.

18
<PAGE> 23

majority of the outstanding shares of U. S. Bancorp Common Stock. Under
applicable stock exchange rules, brokers who hold shares in street name for
customers are prohibited from giving a proxy to vote such customers' shares with
respect to approval of the Merger Agreement in the absence of specific
instructions from such customers ("broker nonvotes"). Accordingly, abstentions
and broker nonvotes will have the same effect as votes against approval of the
Merger Agreement.

The cost of soliciting proxies from U. S. Bancorp shareholders will be paid
by U. S. Bancorp. U. S. Bancorp has retained Beacon Hill Partners, Inc. to
assist in the proxy solicitation for an estimated fee of $12,500, plus
reasonable out-of-pocket expenses. In addition to using the mails, proxies may
be solicited by personal interview, telephone, and wire. Banks, brokerage
houses, other institutions, nominees, and fiduciaries will be requested to
forward their proxy soliciting material to their principals and obtain
authorization for the execution of proxies. Such parties will be reimbursed by
U. S. Bancorp for their reasonable expenses in sending proxy materials to the
beneficial owners of the shares.

At the U. S. Bancorp Meeting, representatives of Deloitte & Touche LLP,
principal accountants of U. S. Bancorp for the current year and most recently
completed fiscal year, are expected to be present, will have the opportunity to
make a statement if they desire to do so, and are expected to be available to
respond to appropriate questions.

U. S. BANCORP

U. S. Bancorp is a regional multibank holding company incorporated in the
state of Oregon in 1968 and headquartered in Portland, Oregon. At June 30, 1995,
U. S. Bancorp was among the 35 largest bank holding companies in the United
States in terms of total assets, with total consolidated assets of $21.3
billion, deposits of $15.0 billion, and shareholders' equity of $1.9 billion.

U. S. Bancorp is engaged in a general retail and commercial banking
business in the states of Oregon, Washington, California, Nevada, and Idaho
through its banking subsidiaries. Its principal banking subsidiaries are United
States National Bank of Oregon, with $10.8 billion in total assets at June 30,
1995, and U. S. Bank of Washington, National Association, which had total assets
of $6.7 billion at that date. Other subsidiaries of U. S. Bancorp provide
financial services related to banking, including lease financing, consumer and
commercial finance, discount brokerage, investment advisory services, and
insurance agency and credit life insurance services. U. S. Bancorp's principal
activities are located in the Pacific Northwest, but it has operations
throughout the Far West and, to a lesser extent, the rest of the United States.
The principal executive offices of U. S. Bancorp are located at 111 S.W. Fifth
Avenue, Portland, Oregon 97204, telephone number (503) 275-6111.

In the first quarter of 1994, a $100 million restructuring charge was
recorded related to a comprehensive program designed to allow U. S. Bancorp to
become a more efficient, competitive and customer-focused financial institution.
The program included staff reductions accomplished through an early retirement
opportunity for certain employees, other severance programs and attrition;
divestiture of noncore activities; and the consolidation and integration of
certain operations and facilities that no longer fit U. S. Bancorp's corporate
objectives or the needs of its regional customers. The program calls for
consolidation of branch operations centers for all states from seven to two,
elimination of corporate airplanes and closure of certain branches. As a result,
U. S. Bancorp expects to achieve a 59 percent overhead ratio within three years
of the initiation of the program.

The $100 million charge represented the incremental costs expected to
result from the restructuring plan. Included in the restructuring charge were
$52.4 million of costs associated with enhanced retirement and other benefit
programs, $22.6 million of severance benefits, $9.5 million of expenses related
to the cost to exit certain business activities, $7.3 million related to
consolidation and integration of facilities, and $8.2 million of other cost
reduction expenses related to the program.

U. S. Bancorp offered to eligible employees an early retirement incentive
program, providing a reduction in the eligible age for retirement and an
additional number of years of service toward the computation of retirement
benefits. Certain employees were eligible for voluntary severance benefits,
which exceeded standard

19
<PAGE> 24

severance benefits provided to personnel displaced in the restructuring program.
In addition, certain employees received payments for their retention through
agreed upon dates and outplacement services.

The most significant portion of future expense reductions will consist of
savings of employee compensation and benefits due to a reduction in employees.
By the third quarter of 1994, U. S. Bancorp had achieved its targeted ten
percent reduction in full-time equivalent (FTE) employees, excluding the
reduction in employees associated with the mortgage loan origination offices
sold. By year-end 1994, FTE employees decreased to 10,160, or 18 percent, from
12,863 at December 31, 1993. Of the 2,253 decrease in FTE employees, 555 were
the result of activities sold and the balance was directly related to the
restructuring program. In the first quarter of 1995, additional reductions in
FTE employees of 280 resulted from the sale of U.S. Bancorp's credit reporting
subsidiary in January 1995.

Noninterest expenses for the first six months of 1995 totaled $447.7
million, compared with noninterest expenses of $505.0 million (excluding the
$100 million restructuring charge) in the first six months of 1994, representing
an annualized reduction in noninterest expenses of $115 million. FTE employees
totaled 9,704 at June 30, 1995.

The restructuring activity is summarized in the table below. The balance of
the restructuring charge liability will be funded out of operating cash flows.
The restructure program has not had a material impact on U. S. Bancorp's
liquidity.

<TABLE>
<CAPTION>
FACILITIES
SEVERANCE, CONSOLIDATION
OUTPLACEMENT AND BUSINESS
RETIREMENT AND OTHER DIVESTITURE
PLANS BENEFITS COSTS OTHER TOTAL
---------- ------------ ------------ ----- ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Restructuring Provision............... $48.8 $26.2 $16.8 $8.2 $100.0
Utilization for the Period
Cash................................ -- 15.3 4.2 3.3 22.8
Noncash............................. 48.8(1) -- 9.5 -- 58.3
----- ----- ----- ---- ------
Total............................ 48.8 15.3 13.7 3.3 81.1
----- ----- ----- ---- ------
Balance, December 31, 1994............ -- 10.9 3.1 4.9 18.9
Utilization for the Period
Cash................................ -- 6.7 .1 4.1 10.9
Noncash............................. -- -- -- -- --
----- ----- ----- ---- ------
Total............................ -- 6.7 .1 4.1 10.9
----- ----- ----- ---- ------
Balance, June 30, 1995................ $ -- $ 4.2 $ 3.0 $ .8 $ 8.0
===== ===== ===== ==== ======
</TABLE>

---------------
(1) Noncash amount of $48.8 million represents the amount transferred to U. S.
Bancorp's benefit plan liabilities during 1994. Payment of the cost of the
retirement programs will occur over a 10 to 15 year period as contributions
by U. S. Bancorp are made to the benefit plans. Actual cash payments made to
benefit plans are not included in the table above.

WEST ONE BANCORP

West One is a regional multibank holding company incorporated in the state
of Idaho in 1981 and headquartered in Boise, Idaho. At June 30, 1995, West One
had total consolidated assets of $9.2 billion, deposits of $6.9 billion, and
shareholders' equity of $692.2 million.

West One is engaged in a general retail and commercial banking business in
the states of Idaho, Washington, Oregon, and Utah through its banking
subsidiaries. West One's principal subsidiaries at June 30, 1995, were West One
Bank, Idaho, a state-chartered bank with $4.6 billion in assets and 91 branches
throughout the state of Idaho, and West One Bank, Washington, a state-chartered
bank with $2.2 billion in assets and 60 branches principally in the Puget Sound
region, Yakima, Spokane, and the Tri-Cities area of

20
<PAGE> 25

Washington. Other subsidiaries of West One provide trust, fiduciary and
investment management services, mortgage banking, and credit life insurance
services. The principal executive offices of West One are located at 101 South
Capital Boulevard, Boise, Idaho 83702, telephone number (208) 383-7000.

BACKGROUND OF AND REASONS FOR THE MERGER

BACKGROUND OF THE MERGER

West One and U. S. Bancorp both have longstanding roots in the Pacific
Northwest, dating back to 1867 and 1891, respectively. Each of West One and U.
S. Bancorp has undergone substantial growth in the past decade, reflecting the
consolidation of the banking industry.

Since January 1, 1985, U. S. Bancorp has grown from a $7.5 billion
institution in terms of total assets to one with $21.3 billion in total assets
at June 30, 1995. During that same period, its market area expanded from
principally the state of Oregon to include Washington, California, Nevada, and
Idaho. This growth was accomplished through internal growth and through numerous
acquisitions of financial institutions and branches, including Old National
Bancorporation and Peoples Ban Corporation in the state of Washington in 1987,
HeartFed Financial Corporation in northern California in 1991, and Bank of
America Nevada in 1992.

U. S. Bancorp has pursued this growth strategy through internal growth as
well as seeking to locate compatible merger partners in its Northwest market
area to achieve the size and financial strength necessary to successfully
compete with larger nationally-based bank holding companies. The U. S. Bancorp
Board of Directors has recognized that, in this era of rapid consolidation in
the banking industry, the requirements for continued success and profitability
as an independent institution resulting in an attractive return to shareholders
would be linked both to increased size through acquisition and to internal
maximization of value through improvements in operating efficiency. During 1994,
U. S. Bancorp concentrated its efforts on implementation of an aggressive
internal restructuring program to improve productivity and profitability of its
core businesses and identifying attractive merger and acquisition candidates.

West One has also experienced significant growth and change in the past
decade. Through acquisitions as well as internal growth, it has built its
franchise from $3.0 billion in total assets at January 1, 1985, to $9.2 billion
in assets at June 30, 1995, of which West One Bank, Idaho represented
approximately one-half. Recently it has sought to enhance shareholder value by
pursuing asset diversification, targeting expansion in the states of Washington
and Oregon to take advantage of the strong economic conditions prevailing in
these states. West One achieved an improved competitive position in Oregon
resulting from the acquisition in 1994 of 10 branches of Far West Federal
Savings Bank with deposits of $173 million, and National Security Bank Holding
Company, a five-branch institution on the Oregon coast with assets of $132
million.

As neighboring companies, both of which have been interested in geographic
expansion, U. S. Bancorp and West One have from time to time considered a
combination of the two banking enterprises. In 1994, members of senior
management at both companies held preliminary discussions concerning a possible
business combination. In late June and again in July 1994, Daniel R. Nelson,
Chief Executive Officer of West One, and Gerry B. Cameron, Chief Executive
Officer of U. S. Bancorp, met to discuss their respective companies,
consolidation in the banking industry and the competitive challenges West One
and U. S. Bancorp each faced. While these meetings were inconclusive, there was
agreement that the company resulting from a possible combination of West One and
U. S. Bancorp would be stronger than either West One or U. S. Bancorp alone. In
the ensuing months, discussions between managements of West One and U. S.
Bancorp continued. In October 1994, Messrs. Nelson and Cameron determined that
it did not appear to be productive at that time to continue talks regarding a
possible business combination and discussions ceased.

In early March of 1995, Messrs. Nelson and Cameron renewed discussions of a
possible business combination. U. S. Bancorp's senior management met with CS
First Boston personnel to develop a financial analysis of the proposed
transaction. On March 16, 1995, the U. S. Bancorp Board of Directors received a
presentation by senior management evaluating the financial aspects of a merger
with West One. The U. S. Bancorp Board of Directors authorized continued
discussions. The Executive Committee of the West One

21
<PAGE> 26

Board of Directors met with senior management on March 22, 1995, and authorized
continued discussions with U. S. Bancorp.

In late March and early April of 1995, discussions continued between senior
management of West One and U. S. Bancorp regarding issues associated with the
proposed business combination, including potential transaction structures,
business and strategic implications of a transaction between the corporations,
financial and accounting matters, and procedural steps to be taken. At their
mid-April meetings, both Boards of Directors were updated as to the status of
the discussions concerning a potential merger. As a result of further
discussions between the respective senior management teams and their advisers,
it was concluded that discussions should continue, and drafts of agreements
setting forth the terms of the proposed merger and related matters were
circulated to the parties in late April.

On May 1, 1995, Messrs. Cameron and Nelson and the parties' financial and
legal advisers met to discuss a variety of matters relating to the proposed
transaction, including potential price terms, transaction structure, board and
management arrangements, and plans for due diligence investigation and
documentation. Later that week, members of both companies' management teams
conducted due diligence investigations of the other's business and legal
affairs. Discussions regarding the terms of the proposed transaction continued
between the parties and their legal counsel.

The Board of Directors of each of U. S. Bancorp and West One held a special
meeting on May 5, 1995, to approve the proposed merger transaction. Following
the meetings, Messrs. Cameron and Nelson met in Boise, Idaho, and executed the
Merger Agreement and Option Agreements.

REASONS FOR THE MERGER

General. The Merger is expected to create one of the 30 largest banking
organizations in the United States, solidifying U. S. Bancorp's position as the
premier financial institution headquartered in the Pacific Northwest. The
combined company, drawing from the strengths of increased size and anticipated
cost savings, is expected to be well-positioned to meet the competitive
challenges of the rapidly consolidating banking industry and changing financial
services industry in the United States. See "BOARD OF DIRECTORS, MANAGEMENT, AND
BUSINESS OPERATIONS OF U. S. BANCORP FOLLOWING THE MERGER -- Business
Operations." In particular, its enhanced financial resources will enable it to
offer a broader range of products and services through an expanded distribution
network and to capitalize on developing opportunities in the banking and
financial services industries. The Merger also offers the possibility of
achieving significant cost savings and operating efficiencies through the
elimination of duplicate effort. Finally, the parties believe the combination of
the two entities is especially propitious, given their similarity in cultures
and their common commitment to the Northwest region.

West One. On May 5, 1995, the Board of Directors of West One (the "West One
Board") convened to consider in detail the Merger and other transactions
contemplated by the Merger Agreement. At the meeting, members of West One
management and West One's outside financial and legal advisers reviewed the
proposed terms of the Merger Agreement and the transactions contemplated thereby
with the West One Board. At that meeting, UBS Securities delivered its opinion
that, as of that date, the Exchange Ratio in the Merger Agreement was fair, from
a financial point of view, to the holders of West One Common Stock. See
" -- Opinions of Financial Advisers -- West One." After deliberating with
respect to the Merger and the other transactions contemplated by the Merger
Agreement, considering, among other things, the matters set forth below and the
opinion of UBS Securities referred to above, the West One Board approved the
Merger Agreement and the transactions contemplated thereby. One director, Jack
B. Little, voted against the resolutions and resigned from the West One Board
based upon his view, which he expressed to the Board, of the importance of West
One's tradition of independence and commitment to its constituencies.

THE WEST ONE BOARD BELIEVES THAT THE MERGER IS FAIR TO AND IN THE BEST
INTERESTS OF WEST ONE AND ITS SHAREHOLDERS. THE WEST ONE BOARD RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE APPROVAL OF THE MERGER AGREEMENT.

In connection with its approval of the Merger Agreement and the Stock
Option Agreements, the West One Board considered and approved the adoption of an
amendment to the Rights Agreement, dated as of

22
<PAGE> 27

October 19, 1989, amended and restated as of October 15, 1992, between West One
and NBD Bank, National Association, as Rights Agent (the "West One Rights
Agreement"), to permit the execution of the Merger Agreement and the Stock
Option Agreements and the consummation of the Merger without triggering the
exercisability under the West One Rights Agreement of the rights issued
thereunder. Additionally, for purposes of the Idaho Business Combinations Act
("IBCA"), and the Articles of Incorporation of West One (the "Articles"), the
West One Board approved the execution and delivery of the Merger Agreement and
the Option Agreements and the consummation of the Merger, and exempted such
transactions from the application of provisions of the IBCA and Article XII(B)
of the Articles as well as any and all antitakeover statutes or prohibitions
under the laws of the state of Idaho or otherwise.

In reaching its determination to approve and adopt the Merger Agreement and
the transactions contemplated thereby, the West One Board considered a number of
factors, including, without limitation, the
following:

(i) the West One Board's familiarity with and review of the financial
condition, results of operations, cash flow, business and purposes of West
One and of U. S. Bancorp;

(ii) the West One Board's review of the operating environment,
including, but not limited to, the continued consolidation and increasing
competition in the banking and financial services industries, the prospect
for further changes in these industries and the importance of financial
resources to being able to capitalize on developing opportunities in these
industries;

(iii) the West One Board's assessment that the combined entity
resulting from the Merger would better serve the convenience and needs of
its customers and the communities it serves as a result of being a
substantially larger bank (as compared to West One remaining independent),
thereby affording access to financial and managerial resources and an
ability to offer an expanded range of potential products and services;

(iv) the West One Board's review of strategic alternatives to enhance
shareholder value, including potential transactions with other parties and
remaining independent, which alternatives the Board believed were not
likely to result in greater shareholder value than the Merger, based on,
among other things, the Board's knowledge of West One and U. S. Bancorp and
on the information presented to it at its May 5, 1995 meeting, as described
herein;

(v) the financial presentation of UBS Securities, including the
analysis with respect to premium-to-market ratio of the Exchange Ratio to
the West One shareholders and the discounted cash flow analysis (which
relied on numerous assumptions, including asset and earnings growth rates,
dividend payout rates, terminal values and discount rates) which attempted
to show the possible impact of the Merger on the present value of a share
of West One Common Stock as converted into 1.47 shares of U. S. Bancorp
Common Stock, on a pro forma combined basis giving effect to the Merger, as
compared to the value of a share of West One Common Stock on a stand-alone
basis (see "-- Opinions of Financial Advisers -- West One");

(vi) the May 5, 1995 opinion of UBS Securities as to the fairness from
a financial point of view of the Exchange Ratio to the shareholders of West
One (see "-- Opinions of Financial Advisers -- West One");

(vii) the West One Board's belief that the terms of the Merger
Agreement are attractive in that the agreement allows West One shareholders
to become shareholders in a combined institution which would be in the top
30 of commercial banks in the United States (ranked by total assets) with a
strong position in key Pacific Northwest markets;

(viii) the anticipated cost savings and operating efficiencies
available to the combined institution from the Merger, including branch
consolidation and integration of common systems (see "BOARD OF DIRECTORS,
MANAGEMENT AND BUSINESS OPERATIONS OF U. S. BANCORP FOLLOWING THE
MERGER -- Business Operations");

23
<PAGE> 28

(ix) the expectation that the Merger will generally be a tax-free
transaction to West One and its shareholders and will qualify for
pooling-of-interests accounting treatment (see "THE MERGER -- Certain
Federal Income Tax Consequences" and "-- Accounting Treatment");

(x) the West One Board's belief, after consultation with its legal
counsel, that the required regulatory approvals could be obtained to
consummate the Merger (see "THE MERGER -- Regulatory Approvals Required for
the Merger"); and

(xi) the effect of the Merger on West One's other constituencies,
including its senior management and other employees and the communities
served by West One, including the West One Board's awareness and assessment
of the potential that a merger could be expected to provide West One
employees, including senior management, with employment and other benefits
(see "INTERESTS OF CERTAIN PERSONS IN THE MERGER").

The foregoing discussion of the information and factors considered by the
West One Board is not intended to be exhaustive but is believed to include all
material factors considered by the West One Board. In reaching its determination
to approve and recommend the Merger, the West One Board did not assign any
relative or specific weights to the foregoing factors, and individual directors
may have given differing weights to different factors.

U. S. Bancorp. On May 5, 1995, the U. S. Bancorp Board of Directors (the
"U. S. Bancorp Board") held a special meeting to give final consideration to the
proposed Merger, the Merger Agreement, and the Option Agreements. At the
meeting, members of U. S. Bancorp's senior management and its financial and
legal advisers explained the proposed terms of the Merger Agreement and
summarized the results of due diligence efforts for the directors. CS First
Boston personnel gave a detailed explanation of the methodologies used in
determining the fair value of West One and advised the U. S. Bancorp Board that,
in the opinion of CS First Boston, as of that date, the consideration to be paid
by U. S. Bancorp in the Merger was fair to U. S. Bancorp from a financial point
of view. See "-- Opinions of Financial Advisers -- U. S. Bancorp." After
discussion regarding the Merger and the other transactions contemplated by the
Merger Agreement and consideration, among other things, of the matters set forth
below, the U. S. Bancorp Board unanimously approved the Merger Agreement and the
Option Agreements and the transactions contemplated thereby.

THE U. S. BANCORP BOARD BELIEVES THAT THE MERGER IS FAIR TO AND IN THE BEST
INTERESTS OF U. S. BANCORP AND ITS SHAREHOLDERS. THE U. S. BANCORP BOARD
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL OF THE MERGER AGREEMENT.

In reaching its determination to adopt the Merger Agreement and recommend
its approval by the U. S. Bancorp shareholders, the U. S. Bancorp Board
considered a number of factors, including, without limitation, the following:

(i) The U. S. Bancorp Board's knowledge and review of the financial
condition, results of operations, and business operations and prospects of
West One;

(ii) The U. S. Bancorp Board's analysis of the banking industry
environment, including the rapid consolidation and increasing nationwide
competition in the banking and financial services industries and the need
to respond proactively to industry trends;

(iii) The U. S. Bancorp Board's belief that a combination with West
One will enhance U. S. Bancorp's ability to effectively compete with larger
out-of-region bank holding companies as well as other financial service
providers and solidify its position as the premier financial institution
headquartered in the Pacific Northwest;

(iv) The opportunities to achieve increased market penetration in
U. S. Bancorp's existing markets and to expand into West One's fast-growing
market areas in Idaho and Utah;

(v) The synergies afforded by the Merger to utilize West One's
established distribution network to sell the broader range of products
offered by U. S. Bancorp, particularly in the consumer market;

24
<PAGE> 29

(vi) The U. S. Bancorp Board's assessment that the combination will be
of benefit in attaining U. S. Bancorp's performance goals announced March
16, 1994, to achieve return on equity of 19%, return on assets of 1.5% and
an overhead ratio of 59% or less within three years;

(vii) The possibility of achieving significant cost savings (see
"BOARD OF DIRECTORS, MANAGEMENT AND BUSINESS OPERATIONS OF U. S. BANCORP
FOLLOWING THE MERGER -- Business Operations") and operating efficiencies
through the elimination of duplicate efforts, which, in the judgment of
U. S. Bancorp's management and its financial advisers, based upon
estimates of future earnings of the respective institutions (which are not
materially different from earnings per share estimates for U. S. Bancorp
and West One published by First Call; First Call is a data service that
monitors and publishes a compilation of earnings estimates produced by
selected research analysts regarding companies of interest to
institutional investors) and of the cost savings and other financial
consequences of the Merger, is expected to be modestly dilutive to
earnings in 1996 and then slightly accretive to earnings in 1997 and
beyond, after recording a one time after-tax charge of $60 million in the
fourth quarter of 1995 (the costs associated with the Merger in 1996 are
not expected to be significant);

(viii) The U. S. Bancorp Board's judgment that West One is a
well-managed company and will be a superior merger partner as a result of
the similarities of the two institutions in culture and commitment to
the Northwest region;

(ix) The U. S. Bancorp Board's evaluation of the financial terms of
the Merger and their effect on the shareholders of U. S. Bancorp and the
U. S. Bancorp Board's belief that such terms are fair to U. S. Bancorp
and its shareholders, based in part on the financial presentations of CS
First Boston regarding West One and the expression of CS First Boston's
opinion as to the fairness to U. S. Bancorp of the consideration to be
paid by U. S. Bancorp in the Merger (see "-- Opinions of Financial
Advisers -- U. S. Bancorp");

(x) The expectation that the Merger will be a tax-free transaction to
U. S. Bancorp and will qualify for pooling-of-interests accounting
treatment (see "THE MERGER -- Certain Federal Income Tax Consequences" and
"-- Accounting Treatment"); and

(xi) The U. S. Bancorp Board's belief, after consultation with its
legal counsel, that the required regulatory approvals could be obtained to
consummate the Merger.

The foregoing discussion of the information and factors considered by the
U. S. Bancorp Board is not intended to be exhaustive but is believed to
encompass all material factors considered by the U. S. Bancorp Board. In
reaching its determination to approve and recommend the Merger, the U. S.
Bancorp Board did not assign any relative or specific weights to the factors
considered, and individual directors may have given differing weights to
different factors.

OPINIONS OF FINANCIAL ADVISERS

West One. UBS Securities has rendered its written opinions to the West One
Board, dated May 5, 1995 and dated the date of this Proxy Statement/Prospectus,
to the effect that at the date of each such opinion the Exchange Ratio in the
Merger (which was determined through arm's-length negotiations between U. S.
Bancorp and West One) was fair, from a financial point of view, to the holders
of West One Common Stock.

The full text of the opinion of UBS Securities dated the date of this Proxy
Statement/Prospectus, which sets forth, among other things, assumptions made,
procedures followed, matters considered and limits on the review undertaken by
UBS Securities, is attached as Appendix 2 to this Proxy Statement/Prospectus.
Holders of West One Common Stock are urged to read this opinion in its entirety.
UBS SECURITIES' OPINIONS ARE DIRECTED ONLY TO THE EXCHANGE RATIO IN THE MERGER
AND DO NOT CONSTITUTE RECOMMENDATIONS TO ANY WEST ONE SHAREHOLDER AS TO HOW SUCH
SHAREHOLDER SHOULD VOTE AT THE WEST ONE MEETING. The summary set forth in this
Proxy Statement/Prospectus of the opinions of UBS Securities is qualified in its
entirety by reference to the full text of the opinion attached hereto as
Appendix 2.

25
<PAGE> 30

In connection with its opinion dated May 5, 1995, UBS Securities reviewed,
among other things: (a) the Merger Agreement; (b) certain publicly available
reports filed with the SEC by U. S. Bancorp and by West One; (c) certain other
publicly available financial and other information concerning U. S. Bancorp and
West One and the trading markets for the publicly traded securities of U. S.
Bancorp and West One; (d) certain other internal information, including internal
financial analyses, pro forma financial statements giving effect to the Merger
and earnings estimates for U. S. Bancorp and West One of West One's management,
discussed with UBS Securities for the purposes of its analysis; and (e) certain
publicly available information with respect to banks and bank holding companies,
the trading markets for their securities and the financial terms of certain
other merger and acquisition transactions UBS Securities believed relevant to
its inquiry. In connection with its opinion dated the date of this Proxy
Statement/Prospectus, UBS Securities reviewed the foregoing as well as this
Proxy Statement/Prospectus in substantially the form to be sent to West One's
shareholders. UBS Securities also met with certain officers and representatives
of U. S. Bancorp and West One regarding their past and current business
operations, regulatory relations, financial condition and future prospects of
their respective companies and such other matters as UBS Securities deemed
relevant to its inquiry. No limitations were imposed by West One with respect to
the investigations made or the procedures followed by UBS Securities in
rendering its opinions. UBS Securities also considered such financial and other
factors as it deemed appropriate under the circumstances and took into account
its assessment of general economic, market and financial conditions and its
experience in other transactions, as well as its experience in securities
valuation and its knowledge of the banking industry generally. Each of UBS
Securities' opinions is necessarily based upon conditions as they existed and
could be evaluated on the date thereof and the information made available to UBS
Securities through the date thereof.

In conducting its review and arriving at its opinions, as contemplated
under the terms of its engagement by West One, UBS Securities relied, without
independent investigation, upon the accuracy and completeness of all financial
and other information provided to it or publicly available and did not assume
any responsibility in any respect for the accuracy, completeness or
reasonableness of, or any obligation to verify, the same or to conduct any
appraisal of assets. Without limiting the generality of the foregoing, UBS
Securities relied upon the management of West One as to the reasonableness of
the pro forma financial statements (including the underlying assumptions, the
adjustments giving effect thereto and the allocation of such adjustments) and
the reasonableness and achievability of the financial and operating estimates
(and the assumptions and bases therefor) discussed with UBS Securities, and UBS
Securities assumed that such estimates reflected the best currently available
estimates and judgments of the management of West One and that such estimates
would be realized in the amounts and in the time periods estimated by the
management of West One. UBS Securities also assumed, without independent
verification, that the aggregate allowances for credit losses for U. S. Bancorp
and West One were adequate to cover such losses. UBS Securities did not make or
obtain any evaluations or appraisals of the property of U. S. Bancorp or West
One, nor did UBS Securities examine any individual loan files. UBS Securities
was retained by the West One Board to express an opinion as to the fairness,
from a financial point of view, to the holders of West One Common Stock of the
Exchange Ratio. UBS Securities was not authorized to and did not solicit other
indications of interest in acquiring West One. UBS Securities did not address
West One's underlying business decision to proceed with the Merger and did not
make any recommendation to the West One Board or to the shareholders of West One
with respect to any approval of the Merger.

In connection with rendering its opinions to the West One Board, UBS
Securities performed a variety of financial analyses which are summarized below.
UBS Securities believes that its analyses must be considered as a whole and that
selecting portions of its analyses and the factors considered by it, without
consideration of all factors and analyses, could create a misleading view of the
analyses and the processes underlying UBS Securities' opinions. UBS Securities
arrived at its ultimate opinion based on the results of all the analyses it
undertook assessed as a whole, and it did not draw conclusions from or with
regard to any one method of analysis. The preparation of a fairness opinion is a
complex process involving subjective judgments and is not necessarily
susceptible to partial analyses or summary description. With respect to the
comparable company analysis and bank merger transaction analysis summarized
below, no public company utilized as a comparison is identical to U. S. Bancorp
or West One and such analyses necessarily involve complex considerations and
judgments concerning the differences in financial and operating characteristics
of the companies and other

26
<PAGE> 31

factors that could affect the acquisition or public trading values of the
companies concerned. The earnings estimates of the management of West One
contained in or underlying UBS Securities' analyses are not necessarily
indicative of future results or values, which may be significantly more or less
favorable than such estimates. Estimates of values of companies or assets do not
purport to be appraisals or necessarily reflect the prices at which companies or
their securities actually may be sold. None of the analyses performed by UBS
Securities was assigned a greater significance by UBS Securities than any other.

UBS Securities discussed with the management of West One earnings estimates
for each of U. S. Bancorp and West One. Neither U. S. Bancorp nor West One
publicly discloses internal management estimates of the type provided to UBS
Securities in connection with its review of the financial terms of the Merger.
The estimates were based on numerous variables and assumptions that are
inherently uncertain, including without limitation factors related to general
economic and competitive conditions. Accordingly, actual results could vary
significantly from those reflected in such estimates.

The following is a brief summary of the analyses performed by UBS
Securities in connection with its opinion dated May 5, 1995:

(a) Proposed Combination Summary. UBS Securities analyzed the closing
prices for the U. S. Bancorp Common Stock and West One Common Stock on May
3, 1995 (two trading days prior to the announcement of the Merger) of
$27.500 and $27.438, as well as the Exchange Ratio of 1.47, resulting in
value per share of West One Common Stock of $40.43, noting that the
aggregate combination value was $1,611.9 million (based on 39,873,140
fully-diluted shares outstanding as of March 31, 1995, including shares of
West One Common Stock owned by U. S. Bancorp and calculating the number of
outstanding shares of West One Common Stock using the treasury stock method
for outstanding stock options). UBS Securities noted that the Exchange
Ratio represented a premium of 49.7% to the closing price of the West One
Common Stock on April 26, 1995 (the trading day one week prior to May 3,
1995) and 46.3% to the closing price of the West One Common Stock on April
3, 1995 (the trading day one month prior to May 3, 1995). UBS Securities
also noted that, as a multiple of West One's fully diluted earnings per
share, the Exchange Ratio, based on the price of U. S. Bancorp Common Stock
on May 3, 1995, represented 14.2x earnings per share for the latest 12
months, 13.7x West One's earnings estimates per share for 1995 and 12.6x
West One's earnings estimates per share for 1996. UBS Securities further
noted that the Exchange Ratio represented a multiple of 2.00x West One's
reported book value, 2.01x West One's fully diluted book value and 2.19x
West One's fully diluted tangible book value, in each case at March 31,
1995. In addition, UBS Securities noted that the Exchange Ratio, based on
the price of U. S. Bancorp Common Stock on May 3, 1995, represented a
premium (defined as the total purchase price paid over tangible book value)
to West One's total deposits and core deposits of 13.6% and 15.5%,
respectively. UBS Securities observed that the current holders of West One
Common Stock would own 37.4%, and the current holders of U. S. Bancorp
Common Stock would own 62.6%, of the combined entity after giving effect to
the Merger.

(b) Analysis of Comparable Commercial Bank Combinations. UBS
Securities analyzed 20 other commercial bank merger and acquisition
transactions, excluding merger-of-equals transactions, involving
consideration to shareholders of over $500 million for commercial banking
institutions in the United States over the period from January 1, 1992 to
May 3, 1995 and analyzed the subset of these transactions involving
in-market acquisitions. The transactions analyzed were: Fleet Financial
Group, Inc./Shawmut National Corporation; National Australia Bank/Michigan
National Corporation; Boatmen's Bancshares, Inc./Worthen Banking
Corporation; National Westminster Bancorp/Citizens First Bancorp;
BankAmerica Corporation/Continental Bank Corporation; CoreStates Financial
Corp./Independence Bancorp; Banc One Corporation/Liberty National Bancorp,
Inc.; Marshall & Isley Corporation/Valley Bancorporation; Norwest
Corporation/First United Bank Group; Banc One Corporation/FirsTier
Financial Inc.; NationsBank Corp./MNC Financial Inc.; Bank of New York
Company Inc./National Community Banks; First Bank System, Inc./Colorado
National Bankshares; First Union Corporation/Dominion Bankshares
Corporation; Banc One Corporation/Key Centurion Bancshares, Inc.; Barnett
Banks, Inc./First Florida Banks, Inc.; Banc One Corporation/Valley National
Corporation; Banc One Corporation/Team Bancshares, Inc.; NBD Bancorp,
Inc./INB Financial Corporation; and KeyCorp/Puget

27
<PAGE> 32

Sound Bancorp. This analysis, which was based on publicly available
financial information for the 12 months preceding the announcement of the
relevant transaction, showed that the Exchange Ratio represented a multiple
of: (i) 14.2x West One's latest 12 months' fully diluted earnings per
share, compared to a high multiple of 47.1x, a median multiple of 16.5x and
a low multiple of 6.7x for all U.S. transactions and a high multiple of
47.1x, a median multiple of 18.6x and a low multiple of 13.7x for all
in-market transactions; (ii) 2.00x West One's reported book value, compared
to a high multiple of 2.60x, a median multiple of 2.08x and a low multiple
of 1.25x for all U.S. transactions and a high multiple of 2.49x, a median
multiple of 2.13x and a low multiple of 1.40x for all in-market
transactions; and (iii) 2.19x West One's fully diluted tangible book value,
compared to a high multiple of 2.69x, a median multiple of 2.26x and a low
multiple of 1.25x for all U.S. transactions and a high multiple of 2.69x, a
median multiple of 2.24x and a low multiple of 1.50x for all in-market
transactions. This analysis also showed that the Exchange Ratio represented
a premium to the closing price of the West One Common Stock one week and
one month, respectively, prior to announcement of the Merger, of 49.7% and
46.3%, respectively, compared to high premiums to market prices of 76.9%
and 74.6%, respectively, median premiums to market prices of 23.9% and
36.8%, respectively, and low premiums to market prices of 9.0% and 16.0%
respectively, for all U.S. transactions and high premiums to market prices
of 76.9% and 74.6%, respectively, median premiums to market prices of 32.2%
and 35.5%, respectively, and low premiums to market prices of 9.9% and
18.2%, respectively for all in-market transactions. With respect to
premiums to core deposits in the transactions analyzed, this analysis
showed that the Exchange Ratio represented a premium of 15.5% to core
deposits, compared to a high premium to core deposits of 18.5%, a median
premium to core deposits of 11.7% and a low premium to core deposits of
1.6% for all U.S. transactions and a high premium to core deposits of
14.1%, a median premium to core deposits of 12.5% and a low premium to core
deposits of 1.6% for all in-market transactions. UBS Securities noted that
no transaction reviewed was identical to the Merger and that, accordingly,
any analysis of comparable transactions necessarily involves complex
considerations and judgments concerning differences in financial and
operating characteristics of the parties to the transactions being
compared.

(c) Summary Pro Forma Financial Impact. UBS Securities summarized
certain pro forma financial and market data for the combined institution,
based on publicly available information available on May 3, 1995. UBS
Securities noted that, giving effect to the Merger, at March 31, 1995 the
pro forma combined market capitalization of the combined institution (based
on stock prices as of May 3, 1995 and fully diluted shares outstanding as
of March 31, 1995) would have been $4,311.1 million (compared to $1,094.0
million for West One and $2,699.2 million for U. S. Bancorp), the common
equity of the combined institution would have been $2,426.7 million
(compared to $745.8 million for West One and $1,680.9 million for U. S.
Bancorp), the ratio of common equity to assets would have been 8.06%
(compared to 8.61% for West One and 7.84% for U. S. Bancorp), the ratio of
tangible common equity to tangible assets would have been 7.25% (compared
to 7.92% for West One and 6.98% for U. S. Bancorp), the Tier 1 risk-based
capital ratio would have been 8.85% (compared to 10.50% for West One and
8.31% for U. S. Bancorp) and the total risk-based capital ratio would have
been 11.46% (compared to 12.51% for West One and 11.12% for U. S. Bancorp).
UBS Securities also computed the increase in dividends payable by the
combined institution attributable to a share of West One Common Stock of
65.3% for 1995, 63.0% for 1996, 60.8% for 1997, 58.6% for 1998 and 56.4%
for 1999, as compared to dividends payable with respect to such share prior
to the Merger, assuming a dividend payout rate by the combined institution
that equals the current dividend payout rate of U. S. Bancorp. Neither West
One nor U. S. Bancorp have indicated any intentions regarding payments of
future dividends. UBS Securities assumed for purposes of its analysis,
based on U. S. Bancorp's consistent historical practice of paying dividends
equal to or greater than past dividends, that the combined institution
would pay dividends equal to U. S. Bancorp's current dividend rate. UBS
Securities also analyzed the changes in fully diluted book value per share
from West One on a stand-alone basis, noting that such book value would
increase by 32.1% in 1995, by 29.5% in 1996, by 30.4% in 1997, by 31.2% in
1998, and by 31.9% in 1999. The calculation pursuant to which such book
value changes were determined was made by comparing (i) the pro forma fully
diluted book value attributable to 1.47 shares of common stock of the
combined institution (the number of shares of common stock of the combined
institution issuable in the Merger with respect to

28
<PAGE> 33

each share of West One Common Stock, giving effect to the Exchange Ratio)
to (ii) the fully diluted book value of a share of West One Common Stock on
a stand-alone basis, in each case based on pro forma projected results
furnished to UBS by management of West One. The pro forma projected results
utilized in determining book values for these periods were based upon
estimates provided by management of West One. The estimates were based on
numerous variables and assumptions that are inherently uncertain, including
without limitation factors related to general economic and competitive
conditions. Accordingly, actual results could vary significantly from those
set forth in such estimates.

(d) Discounted Cash Flow Analysis. UBS Securities performed
discounted cash flow analyses to determine the present value per share of
West One Common Stock on both a stand-alone basis and on a pro forma basis
giving effect to the Merger. For purposes of the stand-alone analysis, UBS
Securities assumed growth rates for West One of 9.0% and 15.0%. For
purposes of the pro forma combined analysis, UBS Securities assumed growth
rates of 9.0% and 15.0% for West One and 7.5% for U. S. Bancorp. The
purpose of these analyses was to show the possible impact of the Merger on
the present value of a share of West One Common Stock as converted into
1.47 shares of U. S. Bancorp Common Stock, on a pro forma combined basis
giving effect to the Merger, as compared to the value of a share of West
One Common Stock on a stand-alone basis. UBS Securities utilized discount
rates ranging from 12.0% to 18.0% and terminal value multiples ranging from
8.0x to 14.0x to apply to forecasted earnings for 1999. These analyses
showed a range of stand-alone present values per share of West One Common
Stock from $18.00 to $37.10 assuming a growth rate of 9.0% per year for
West One and from $21.07 to $43.51 assuming a growth rate of 15.0% per year
for West One, as compared to a range of pro forma combined present values
(giving effect to the Exchange Ratio of 1.47 shares of U. S. Bancorp Common
Stock for each share of West One Common Stock) from $25.97 to $53.52
assuming a growth rate per year of 9.0% for West One and 7.5% for U. S.
Bancorp and from $26.98 to $55.77 assuming a growth rate per year of 15.0%
for West One and 7.5% for U. S. Bancorp. These analyses did not purport to
be indicative of actual values or expected values of the shares of West One
Common Stock before or U. S. Bancorp Common Stock after the Merger. UBS
Securities noted that the discounted cash flow analysis is a widely used
valuation methodology, but noted that it relies on numerous assumptions,
including asset and earnings growth rates, dividend payout rates, terminal
values and discount rates.

(e) Summary Contribution Analysis. UBS Securities computed the
contribution to the combined entity's pro forma financial results for 1991,
1992, 1993, 1994, and the 12 months ended March 31, 1995 attributable to
each of U. S. Bancorp and West One. The computation showed, among other
things, that the average contribution, over the periods analyzed, for U. S.
Bancorp and West One to the combined entity was approximately 74.3% and
25.7%, respectively, of net income, 75.8% and 24.2%, respectively, of net
interest income (fully tax effected), 74.2% and 25.8%, respectively, of
common equity, 72.8% and 27.2%, respectively, of total deposits, 75.5% and
24.5%, respectively, of total loans, 79.1% and 20.9%, respectively, of loan
loss reserves, 74.5% and 25.5%, respectively, of total assets, and 73.6%
and 26.4%, respectively, of market capitalization.

The West One Board retained UBS Securities based upon the recognized
experience and expertise of the senior officers of UBS Securities' financial
institutions group. UBS Securities is an internationally recognized investment
banking and advisory firm. UBS Securities, as part of its investment banking and
advisory business, is continually engaged in the valuation of businesses and
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes. West One selected UBS Securities as its financial adviser
because of its reputation and because of its substantial experience in
transactions such as the Merger. In the ordinary course of business, UBS
Securities actively trades the debt and equity securities of U. S. Bancorp and
West One for its own account and for the accounts of its customers and,
accordingly, at any time may hold a long or short position in such securities.

West One and UBS Securities have entered into a letter agreement, dated May
5, 1995 (the "UBS Engagement Letter"), relating to the services to be provided
by UBS Securities in connection with the Merger. West One has agreed to pay UBS
Securities' fees as follows: (i) $250,000, payable at the signing of the letter
agreement (which has been paid); (ii) $1,000,000, payable promptly following the
signing of the

29
<PAGE> 34

Merger Agreement (which has been paid); (iii) $1,500,000, payable at the mailing
of this Proxy Statement/Prospectus; and (iv) $2,250,000, contingent upon and
payable at the closing of the Merger. In the UBS Engagement Letter, West One
also has agreed to reimburse UBS Securities for the reasonable fees and
disbursements of UBS Securities' counsel and all of UBS Securities' reasonable
travel and other out-of-pocket expenses. Pursuant to an additional letter
agreement dated May 5, 1995, West One also has agreed to indemnify UBS
Securities against certain liabilities, including liabilities under the federal
securities laws.

In August 1995, U. S. Bancorp entered into an agreement engaging UBS
Securities to render financial advisory and investment banking services to U. S.
Bancorp in connection with the possible sale of certain operations of West One
(or U. S. Bancorp) in connection with obtaining required regulatory approvals
for the Merger. As compensation for such services, U. S. Bancorp will pay to UBS
Securities $350,000 plus an additional fee based upon the amount of sale
proceeds realized.

Salomon. In consideration of financial services provided by Salomon
Brothers Inc ("Salomon") to West One, Salomon will receive a fee of $1.5
million, contingent upon and payable at the closing of the Merger. Salomon was
not asked to deliver, and did not deliver, a fairness opinion in connection with
the Merger.

U. S. Bancorp. U. S. Bancorp has retained CS First Boston Corporation ("CS
First Boston") to act as its financial adviser in connection with the Merger. CS
First Boston orally advised the U. S. Bancorp Board and later delivered to the
Board its written opinions, dated May 5, 1995, and dated the date of this Proxy
Statement/Prospectus, to the effect that, based upon and subject to the factors
and assumptions set forth in such written opinions, and as of the date of each
such opinion, the consideration to be paid by U. S. Bancorp in the Merger (which
was determined through arm's-length negotiations between U. S. Bancorp and West
One) was fair to U. S. Bancorp from a financial point of view. No limitations
were imposed by the U. S. Bancorp Board upon CS First Boston with respect to
investigations made or procedures followed by CS First Boston in rendering its
opinion.

The full text of the opinion of CS First Boston dated the date of this
Proxy Statement/Prospectus, which sets forth assumptions made, procedures
followed, matters considered and limits on the review undertaken by CS First
Boston, is attached hereto as Appendix 3. U. S. Bancorp shareholders are urged
to read the opinion in its entirety. CS FIRST BOSTON'S OPINIONS ARE DIRECTED
ONLY TO THE FAIRNESS OF THE CONSIDERATION TO BE PAID BY U. S. BANCORP IN THE
MERGER AND DO NOT CONSTITUTE A RECOMMENDATION TO ANY SHAREHOLDER AS TO HOW SUCH
SHAREHOLDER SHOULD VOTE AT THE U. S. BANCORP MEETING. The summary of the
opinions of CS First Boston set forth in this Proxy Statement/Prospectus is
qualified in its entirety by reference to the full text of the opinion set forth
in Appendix 3.

In arriving at its opinions, CS First Boston (i) reviewed certain publicly
available business and financial information relating to West One, including its
most recent annual report and earnings release (and, for its opinion dated the
date of this Proxy Statement/Prospectus, West One's most recent quarterly
reports on Form 10-Q), (ii) reviewed certain other information, including
earnings estimates, provided by West One and U. S. Bancorp, (iii) met with West
One's and U. S. Bancorp's management to discuss the respective business and
prospects of West One and U. S. Bancorp, (iv) considered certain financial and
stock market data of West One and U. S. Bancorp, and compared that data with
similar data for other publicly held companies in businesses similar to those of
West One and U. S. Bancorp, (v) considered the financial terms of certain other
business combinations which have recently been effected, and (vi) considered
such other information, financial studies, analyses and investigations and
financial, economic and market criteria which CS First Boston deemed relevant.

CS First Boston has also relied upon the views of West One's and U. S.
Bancorp's management concerning the business, operational and strategic benefits
and implications of the Merger, including financial forecasts provided by West
One and U. S. Bancorp relating to the synergistic values and operating cost
savings expected to be achieved through the combination of the operations of
West One and U. S. Bancorp, and the extent of any branch or asset divestitures
that may be made in order to obtain applicable regulatory approvals for the
Merger.

In connection with its review, CS First Boston has not assumed any
responsibility for independent verification of any of the information provided
to or otherwise reviewed by CS First Boston and has relied on

30
<PAGE> 35

its being complete and accurate in all material respects. With respect to the
earnings estimates and financial forecasts referred to above, CS First Boston
has assumed that they were reasonably based on the best currently available
estimates and judgments of West One's and U. S. Bancorp's managements as to the
future financial performance of West One and U. S. Bancorp. In addition, CS
First Boston has not made an independent evaluation or appraisal of the assets
or liabilities (contingent or otherwise) of West One or U. S. Bancorp, nor has
CS First Boston been furnished with any such evaluations or appraisals.

The following is a summary of the analyses CS First Boston utilized in
arriving at its opinions as to the fairness of the consideration to be paid by
U. S. Bancorp in the Merger and that CS First Boston discussed with the U. S.
Bancorp Board on May 5, 1995. CS First Boston arrived at its ultimate opinion
based on the results of all of the analyses described below assessed as a whole
and did not draw any specific conclusions from or with regard to any one method
of analysis.

Overview of West One. CS First Boston evaluated the positions and
strengths of West One in certain lines of business, certain financial and
operating information of West One (including historical net income,
nonperforming assets, net charge-off ratios and the breakdown of the loan
portfolio), and the stock market trading history of West One.

West One Valuation Analysis. CS First Boston arrived at values for
West One using three valuation methodologies: a comparable company
analysis; an analysis of prices and terms of recent mergers and
acquisitions involving comparable bank holding companies; and a dividend
discount analysis. These methodologies are discussed below:

Comparable Company Analysis. CS First Boston reviewed and compared
certain financial, operating and market information of West One and
U. S. Bancorp with the following eight publicly traded bank holding
companies that it believed to be appropriate for comparison: Zions
Bancorporation, Fourth Financial Corporation, First American
Corporation, Commerce Bancshares, Star Banc Corporation, Compass
Bancshares, Inc., First Tennessee National Corporation and First
Security Corporation. Such companies were believed to be comparable in
light of a combination of factors such as their size, relative
performance, geographic location and/or types of business conducted
generally. Such information included market valuation, profitability,
asset quality, reserve coverage and capital ratios. Among the market
price information compared were market price to book value, tangible
book value and market price to earnings per share data for 1994
(actual), and to estimated earnings per share for 1995 and 1996. CS
First Boston applied a 35% market premium to the comparable companies'
trading valuation in order to approximate the control premium paid in
selected historical bank acquisitions. The hypothetical range of values
for West One derived from the analysis of the comparable companies'
market price to earnings per share and earnings per share estimates and
market price to book value and tangible book value, assuming a 35%
market premium, ranged from approximately $39.00 to approximately $41.00
per share of West One Common Stock. The book values used in the analysis
were as of March 31, 1995, and the market information used in the
analysis was as of May 3, 1995. Earnings per share estimates were based
on First Call estimates as of April 28, 1995. First Call is a data
service that monitors and publishes a compilation of earnings estimates
produced by selected research analysts regarding companies of interest
to institutional investors. The value per share of West One Common Stock
implied by the 1.47 Exchange Ratio and U. S. Bancorp's Common Stock
price of $26.75 on Friday, May 5, 1995, the last trading day prior to
the announcement of the Merger, was $39.32. This value is within the
hypothetical range of values derived by the foregoing comparable company
analysis and, therefore, supports CS First Boston's opinion that the
Exchange Ratio is fair to U. S. Bancorp from a financial point of view.

Comparable Merger and Acquisition Analysis. Using publicly
available information, CS First Boston analyzed the prices and multiples
paid in 18 recent transactions for bank holding companies, excluding
transactions considered mergers of equals, with transaction values
greater than $500 million and announced between January 1, 1992 and May
5, 1995. The transactions analyzed were Fleet Financial Group,
Inc./Shawmut National Corporation; National Australia Bank/Michigan
National

31
<PAGE> 36

Corporation; Boatmen's Bancshares, Inc./Worthern Banking Corporation;
National Westminster Bancorp/Citizens First Bancorp; BankAmerica
Corporation/Continental Bank Corporation; CoreStates Financial
Corp./Independence Bancorp; Banc One Corporation/Liberty National
Bancorp, Inc.; Marshall & Isley Corporation/Valley Bancorporation;
NationsBank Corp./MNC Financial Inc.; Bank of New York Company
Inc./National Community Banks; First Bank System, Inc./Colorado National
Bankshares; First Union Corporation/Dominion Bankshares; Bank One
Corporation/Key Centurion Bankshares, Inc.; Barnett Banks, Inc./First
Florida Banks, Inc.; Bank One Corporation/Valley National Corporation;
Bank One Corporation/Team Bancshares, Inc.; NBD Bancorp/INB Financial
Corporation; and KeyCorp/Puget Sound Bancorp. CS First Boston compared
the prices and multiples paid in those 18 transactions to multiples of
book value, earnings per share, assets, deposits and market value
implied by the Exchange Ratio. Based on the market values of U. S.
Bancorp Common Stock and West One Common Stock as of May 3, 1995, the
analysis yielded a range of transaction values to market values of
approximately 1.16x to 1.75x and a mean transaction value to market
value of 1.39x, a mean transaction value to last-twelve-month earnings
of 15.42x, book value multiples of approximately 1.25x to 2.60x and a
mean transaction value to book value of 2.02x, a range of transaction
values to assets of 8.04% to 20.04% and a mean transaction value to
assets of 15.30%, a range of deposit premiums of 1.57% to 14.13% and a
mean deposit premium of 10.69%, and a range of transaction values to
tangible book value of 1.25x to 2.69x and a mean transaction value to
tangible book value of 2.17x. The hypothetical range of values derived
from the analysis of the foregoing comparable transactions' data ranged
from approximately $38.00 to approximately $40.00 per share of West One
Common Stock. The value per share of $39.32 for West One Common Stock
implied by the 1.47 Exchange Ratio and the $26.75 U. S. Bancorp May 5,
1995 Common Stock price is within the hypothetical range of values and,
therefore, supports CS First Boston's opinion that the Exchange Ratio is
fair to U. S. Bancorp from a financial point of view.

No company used in the comparable company analysis is identical to
U. S. Bancorp or West One and no transaction used in the comparable
merger and acquisition analysis is identical to the Merger. Accordingly,
an analysis of the results of the foregoing necessarily involves complex
considerations and judgments concerning differences in financial and
operating characteristics of the companies and other factors that could
affect the public trading value or the acquisition value of the
companies to which they are being compared. Mathematical analysis (such
as determining the average or median) is not, in itself, a meaningful
method of using comparable company data.

Dividend Discount Analysis. The stand-alone valuation of West One
was estimated by adding (i) the present value of future dividend streams
that West One could produce over a five-year period from March 1995
through the year 2000 and (ii) the present value of West One's estimated
2000 terminal value. CS First Boston prepared this analysis based on
financial estimates of the management of West One, as adjusted to
reflect discussions with the management of U. S. Bancorp and publicly
available projections published by First Call. CS First Boston also
assumed the distribution by way of dividends of all earnings in excess
of those required to maintain a 7% tangible equity ratio. Based on that
analysis, CS First Boston estimated that West One's net income for the
period from 1995 through 2000 would grow at an average annual rate of
approximately 11.6% before taking into account the projected cost
savings described below. Due to the inherent uncertainty involved in
preparing any estimates of future performance, actual results could vary
significantly from such estimates. As stated above, CS First Boston has
not assumed any responsibility for independent verification of
information provided to or otherwise reviewed by it, and has assumed
that financial estimates have been reasonably based on the best
currently available business judgment of West One's and U. S. Bancorp's
managements as to the future financial performance of West One and U. S.
Bancorp. The terminal value of West One's common equity at the end of
the five-year period was estimated by applying a range of multiples
(from 8.0x to 9.0x) to West One's estimated terminal year earnings.
Earnings were estimated assuming West One performed in accordance with
estimated results of operations and certain variations thereof. The
dividend streams and terminal values were discounted to present values
using a range of discount rates (from 14% to

32
<PAGE> 37

16%) chosen to reflect different assumptions regarding the required
rates of return of holders or prospective buyers of West One's common
equity. The hypothetical maximum value of West One to U. S. Bancorp was
determined by adding the range of stand-alone valuations of West One to
the present value of annual after-tax cost savings (estimated by
management of U. S. Bancorp to aggregate $84 million pre-tax in 1995
dollars, of which 65% is estimated to be realized by 1996 and 100% by
1997), net of Merger expenses expected to be recorded in 1995 (estimated
by management of U. S. Bancorp to be approximately $60 million),
resulting in a range of approximately $39.00 to $46.00 per share of West
One Common Stock. This valuation method allocates all of the cost
savings to West One's value, even though West One could not generate
those values as an independent concern. The value per share of $39.32
for West One Common Stock implied by the 1.47 Exchange Ratio and the
$26.75 U. S. Bancorp May 5, 1995 Common Stock price is within the
hypothetical range of values derived by the foregoing dividend discount
analysis and, therefore, supports CS First Boston's opinion that the
Exchange Ratio is fair to U. S. Bancorp from a financial point of view.

Analysis of Combined Company. CS First Boston evaluated the deposit
market share for each of U. S. Bancorp, West One and the combined company
in Oregon, Washington, Nevada, Idaho, Utah and California and certain pro
forma loan portfolio, capitalization and credit quality data for West One,
U. S. Bancorp and the combined company. CS First Boston analyzed the
contribution of each of U. S. Bancorp and West One to the assets, market
value, tangible common equity, nonperforming assets and net income of the
combined company. Based on March 31, 1995 financial information, at such
date, pro forma assets would be $30,096 million; pro forma loans would be
$21,778 million; pro forma deposits would be $21,693 million, and pro forma
common equity would be approximately $2,427 million. The Merger would have
increased U. S. Bancorp's March 31, 1995 assets, loans, deposits and common
equity by approximately 40%, 39%, 40% and 44%, respectively. On a pro forma
basis, 1994 net income would have been $254.7 million with relative
contributions of approximately 59% from U. S. Bancorp and 41% from West
One. As of March 31, 1995, the Merger would have the following pro forma
effects on U. S. Bancorp's financial ratios: common equity/assets would
increase from 7.84% to 8.06%; loans/deposits would decrease from 105.7% to
100.4%; and reserves/non-performing loans would increase from 195.3% to
222.7%. CS First Boston also analyzed each of U. S. Bancorp's, West One's
and the combined company's position within the industry (based on market
value, assets, tangible common equity and profitability). The foregoing
evaluation and analyses indicated where the combined company would rank
statistically relative to other banks in terms of the data analyzed, and
indicated certain contributions being made by U. S. Bancorp and West One.
CS First Boston believes that the analysis described above supports its
conclusion that the Exchange Ratio is fair to U. S. Bancorp from a
financial point of view since the relative contributions to combined
assets, loans, deposits, equity and net income of each company are
approximately consistent with pro forma ownership.

Projected Cost Savings. Cost savings estimated to result from the
Merger (see "BOARD OF DIRECTORS, MANAGEMENT AND BUSINESS OPERATIONS OF
U. S. BANCORP FOLLOWING THE MERGER -- Business Operations") were compared
to cost savings projected in certain recent comparable transactions. Those
transactions included Fleet Financial Group, Inc. and Shawmut National
Corporation, Chemical Banking Corporation and Manufacturers Hanover
Corporation, Society Corporation and Ameritrust Corporation, BankAmerica
Corporation and Security Pacific Corporation, Comerica Incorporated and
Manufacturer's National Corporation, First Bank System, Inc. and Colorado
National Bancshares, KeyCorp and Society Corporation, Barnett Banks, Inc.
and First Florida Banks, Inc. and First Union Corporation and First
American Metro Corporation. The comparison included cost savings projected
as a percentage of noninterest expense. The cost savings as a percentage of
the acquired company's non-interest expense projected in the above
referenced transactions ranged from 9% to 40%, with an average of 31%.
U. S. Bancorp and West One managements have estimated cost savings of
approximately $84 million, which represents approximately 23% of West One's
1995 estimated non-interest expense. CS First Boston believes the above
analysis supports its opinion that the Exchange Ratio is fair to U. S.
Bancorp from a financial point of view since the estimated percentage of
cost savings to be

33
<PAGE> 38

realized in the Merger is within the range of projected cost savings
announced in the comparable transactions.

Pro Forma Merger Analysis. CS First Boston used the 1.47 Exchange
Ratio in analyzing estimates of the combined company's earnings per share.
CS First Boston's method of analysis indicated that the Merger would be
modestly dilutive to U. S. Bancorp's estimated earnings per share for 1996
and would be slightly accretive to U. S. Bancorp's estimated earnings per
share for all periods analyzed after 1996. The accretion to estimated
earnings per share projected to arise from the Merger, after the initial
dilution, supports CS First Boston's conclusion that the Exchange Ratio is
fair to U. S. Bancorp from a financial point of view. This analysis is
based on a number of assumptions including U. S. Bancorp management's
estimates of expected cost savings. The actual results achieved by the
combined company will vary from the estimated results and the variations
may be material. CS First Boston did not analyze the effect of the Merger
on West One's estimated earnings per share.

The summary set forth above does not purport to be a complete description
of the analyses underlying CS First Boston's opinions or presentation to the
U. S. Bancorp Board. The preparation of a fairness opinion is a complex analytic
process involving various determinations as to the most appropriate and relevant
methods of financial analyses and the application of those methods to the
particular circumstances and, therefore, such an opinion is not readily
susceptible to summary description. Each methodology utilized by CS First Boston
that resulted in an implied range of value for West One supported CS First
Boston's opinion that the consideration to be paid by U. S. Bancorp in the
Merger was fair to U. S. Bancorp from a financial point of view. However, in
arriving at its opinion, CS First Boston did not attribute any particular weight
to any analysis or factor considered by it, but rather made qualitative
judgments as to the significance and relevance of each analysis and factor.
Accordingly, CS First Boston believes that its analyses must be considered as a
whole and that selecting portions of its analyses, without considering all
analyses, would create an incomplete view of the process underlying its
opinions.

In performing its analyses, CS First Boston made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of U. S. Bancorp or West
One. The analyses performed by CS First Boston are not necessarily indicative of
actual values, which may be significantly more or less favorable than suggested
by such analyses. Such analyses were prepared solely as part of CS First
Boston's analysis of the fairness of the consideration to be paid by U. S.
Bancorp in the Merger to U. S. Bancorp and were provided to the U. S. Bancorp
Board in connection with the delivery of CS First Boston's opinions. The
analyses do not purport to be appraisals or to reflect the prices at which a
company might actually be sold. In addition, as described above, CS First
Boston's opinion and presentation to the U. S. Bancorp Board was one of many
factors taken into consideration by the U. S. Bancorp Board in making its
determination to approve the Merger Agreement. Consequently, the CS First Boston
analyses described above should not be viewed as determinative of the
U. S. Bancorp Board's or U. S. Bancorp management's opinion with respect to the
value of West One or of whether the U. S. Bancorp Board or U. S. Bancorp
management would have been willing to agree to a different exchange ratio.

The U. S. Bancorp Board retained CS First Boston based upon CS First
Boston's experience and expertise and its familiarity with U. S. Bancorp. CS
First Boston is an internationally recognized investment banking and advisory
firm. CS First Boston, as part of its investment banking business, is
continuously engaged in the valuation of businesses and securities in connection
with mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for corporate and other purposes. Representatives of U. S.
Bancorp first contacted representatives of CS First Boston to retain CS First
Boston as U. S. Bancorp's financial adviser in connection with the Merger in
March of 1995. In the past, CS First Boston and its affiliates have provided
financial advisory or financing services to U. S. Bancorp and have received
customary fees for the rendering of these services. The services provided by CS
First Boston to U. S. Bancorp consisted of customary financing services in
connection with participation in underwriting syndicates and financial advisory
services relating to possible mergers and acquisitions. The fees received by CS
First Boston for such services since January 1, 1993, totaled $445,432. In the
ordinary course of its business, CS First Boston and its affiliates may actively
trade the debt

34
<PAGE> 39

and equity securities of both U. S. Bancorp and West One for their own account
and for the accounts of customers and, accordingly, may at any time hold a long
or short position in such securities.

Pursuant to a letter agreement dated March 17, 1995, between U. S. Bancorp
and CS First Boston, U. S. Bancorp will pay CS First Boston a fee of $400,000
upon the mailing of this Proxy Statement/Prospectus and an additional $800,000
contingent upon the affirmative vote of West One's shareholders approving the
Merger. In addition, U. S. Bancorp will pay CS First Boston, only in the event
the Merger is consummated, a transaction fee equal to .222% times the aggregate
consideration paid in the Merger, less the fees totaling $1,200,000 described
above. Aggregate consideration is defined as the total fair market value at the
Effective Time of all consideration paid or payable, or otherwise distributed,
directly or indirectly, to West One and its shareholders in connection with the
Merger. Based on the market value of U. S. Bancorp shares at the time the Merger
was announced, the fees to be paid to CS First Boston are estimated to total
approximately $3.375 million. The letter agreement with CS First Boston provides
that U. S. Bancorp will indemnify CS First Boston against certain liabilities,
including liabilities under securities laws, incurred in connection with its
services.

35
<PAGE> 40

THE MERGER
GENERAL

The Boards of Directors of U. S. Bancorp and West One have adopted the
Merger Agreement, which provides for the Merger at the Effective Time, with
U. S. Bancorp as the surviving corporation. With certain limited exceptions
described below, each share of West One Common Stock outstanding at the
Effective Time will be converted into the right to receive 1.47 shares of U. S.
Bancorp Common Stock. Shares of U. S. Bancorp Common Stock and U. S. Bancorp
Preferred Stock outstanding immediately prior to the Effective Time will remain
outstanding after the Merger.

This section of the Proxy Statement/Prospectus describes certain aspects of
the proposed Merger, including the principal terms of the Merger Agreement and
the Option Agreements. The Merger Agreement, a copy of which is attached to this
Proxy Statement/Prospectus as Appendix 1, is hereby incorporated herein by
reference. All shareholders of U. S. Bancorp and West One are urged to read the
Merger Agreement in its entirety.

STRUCTURE OF THE MERGER

Subject to the terms and conditions of the Merger Agreement and in
accordance with the Idaho Business Corporation Act ("Idaho law") and the Oregon
Business Corporation Act ("Oregon law"), at the Effective Time, West One will
merge with and into U. S. Bancorp. U. S. Bancorp will be the surviving
corporation in the Merger, and will continue its corporate existence under
Oregon law. At the Effective Time, the separate corporate existence of West One
will terminate. The articles of incorporation and bylaws of U. S. Bancorp, as in
effect immediately prior to the Effective Time, will be the articles of
incorporation and bylaws of the surviving corporation.

CONVERSION OF WEST ONE COMMON STOCK; TREATMENT OF WEST ONE STOCK OPTIONS AND
CONVERTIBLE DEBENTURES

At the Effective Time of the Merger, each share of West One Common Stock
outstanding, other than shares held in West One's treasury or held by U. S.
Bancorp or West One or any subsidiary of either (except in both cases for shares
held directly or indirectly in trust accounts or managed accounts or otherwise
held in a fiduciary capacity that are beneficially owned by third parties
("Trust Account Shares") or in respect of a debt previously contracted ("DPC
Shares")), will be converted into the right to receive 1.47 shares (the
"Exchange Ratio") of U. S. Bancorp Common Stock; provided, however, that each
share of West One Common Stock as to which a dissenting shareholder has taken
the actions required by Section 30-1-81 of the Idaho law shall be treated in
accordance with the provisions of that section. See "-- West One Dissenters'
Appraisal Rights."

West One's obligation to consummate the Merger is not conditioned upon
U. S. Bancorp Common Stock continuing to trade at any specified minimum price
during any period prior to the Effective Time. Because the Exchange Ratio is
fixed and because the market price of U. S. Bancorp Common Stock is subject to
fluctuation, the value of the shares of U. S. Bancorp Common Stock that holders
of West One Common Stock will receive in the Merger may increase or decrease
prior to and following the Merger.

Each outstanding share of West One Common Stock owned by U. S. Bancorp or
its subsidiaries or by West One or its subsidiaries (other than Trust Account
Shares or DPC Shares) will be canceled at the Effective Time and shall cease to
exist, and no U. S. Bancorp Common Stock or other consideration will be
delivered in exchange therefor. All shares of U. S. Bancorp Common Stock that
are owned by West One or any subsidiary will become authorized but unissued
stock of U. S. Bancorp.

Each stock option to acquire West One Common Stock granted under West One's
Executive Incentive Program or its 1991 Performance and Equity Incentive Plan
(together, the "West One Stock Plans") that is outstanding and unexercised
immediately prior to the Effective Time will be converted at the Effective Time
into, and will become, a stock option to purchase U. S. Bancorp Common Stock.
Such options will continue to be governed by the terms of the West One Stock
Plans, which will be assumed by U. S. Bancorp. The number of shares of U. S.
Bancorp Common Stock covered by a converted stock option shall be equal to the
product of the number of shares of West One Common Stock covered by the option
multiplied by the Exchange Ratio,

36
<PAGE> 41

rounded down to the nearest share. The exercise price per share of U. S. Bancorp
Common Stock subject to the stock option will be equal to the exercise price per
share of West One Common Stock under the option, divided by the Exchange Ratio,
rounded up to the nearest cent. Each outstanding stock option under the West One
Stock Plans will, pursuant to the terms of the related option agreements,
automatically become vested and fully exercisable upon consummation of the
Merger. The duration and other terms of each converted option shall otherwise be
substantially the same as the original option to purchase West One Common Stock.

The Merger Agreement provides that, at the Effective Time, the right of
each holder of West One's 7 3/4% Convertible Subordinated Debentures Due 2006
(the "Convertible Debentures") to receive West One Common Stock will be
converted into the right to receive U. S. Bancorp Common Stock. However, in
accordance with its previous intentions, West One has called the Convertible
Debentures for redemption, and no Convertible Debentures are expected to remain
outstanding at the Effective Time.

Shares of U. S. Bancorp Common Stock and U. S. Bancorp Preferred Stock
issued and outstanding immediately prior to the Effective Time will remain
issued and outstanding immediately after the Merger.

EXCHANGE OF CERTIFICATES; FRACTIONAL SHARES

West One. At or prior to the Effective Time, U. S. Bancorp will deposit, or
cause to be deposited, with First Chicago Trust Company of New York (the
"Exchange Agent"), for the benefit of the holders of certificates of West One
Common Stock, certificates representing the shares of U. S. Bancorp Common Stock
and the cash in lieu of any fractional shares (such certificates for shares of
U. S. Bancorp Common Stock and the cash in lieu of any fractional shares,
together with any dividends or distributions with respect thereto, being
referred to as the "Exchange Fund") to be issued pursuant to the Merger
Agreement in exchange for outstanding shares of West One Common Stock.

As soon as is practicable after the Effective Time, and in no event later
than five business days after receipt by U. S. Bancorp of a list of shareholders
of record of West One as of the Effective Time, a form of transmittal letter
will be mailed by the Exchange Agent to the holders of West One Common Stock.
The form of transmittal letter will contain instructions with respect to the
surrender of certificates representing West One Common Stock.

WEST ONE STOCK CERTIFICATES SHOULD NOT BE RETURNED WITH THE ENCLOSED PROXY
AND SHOULD NOT BE FORWARDED TO THE EXCHANGE AGENT UNLESS AND UNTIL A LETTER OF
TRANSMITTAL IS RECEIVED FOLLOWING THE EFFECTIVE TIME.

Until the certificates representing West One Common Stock are surrendered
for exchange after the Effective Time of the Merger, holders of such
certificates will accrue but will not be paid dividends or other distributions
declared after the Effective Time with respect to the U. S. Bancorp Common Stock
into which their shares have been converted. When such certificates are
surrendered, any unpaid dividends or other distributions will be paid, without
interest. After the Effective Time, there will be no transfers on the stock
transfer books of West One of shares of West One Common Stock issued and
outstanding immediately prior to the Effective Time. If certificates
representing shares of West One Common Stock are presented after the Effective
Time, they will be canceled and exchanged for certificates representing the
applicable shares of U. S. Bancorp Common Stock.

No fractional shares of U. S. Bancorp Common Stock will be issued to any
holder of West One Common Stock upon consummation of the Merger. For each
fractional share that would otherwise be issued, U. S. Bancorp will pay cash in
an amount equal to such fraction multiplied by the average of the closing sale
prices of U. S. Bancorp Common Stock on the NASDAQ National Market System as
reported by The Wall Street Journal for the five trading days immediately
preceding the date of the Effective Time. No interest will be paid or accrued on
the cash in lieu of fractional shares payable to holders of such certificates.

Any holder of West One Common Stock who dissents from the Merger and
demands payment for such stock in accordance with Section 30-1-81 of the Idaho
law will be paid for such stock in accordance with Section 30-1-81.

37
<PAGE> 42

Neither U. S. Bancorp nor West One nor any other person will be liable to
any former holder of West One Common Stock for any amount properly delivered to
a public official pursuant to applicable abandoned property, escheat or similar
laws. If a certificate for West One Common Stock has been lost, stolen or
destroyed, the Exchange Agent will issue the consideration properly payable in
accordance with the Merger Agreement upon the making of an affidavit of the
loss, theft, or destruction of such certificate by the person claiming such
loss, theft, or destruction, and, if required by U. S. Bancorp, the posting by
such person of a bond in such amount as U. S. Bancorp may determine is
reasonably necessary as indemnity against any claim that may be made against it
with respect to the loss, theft, or destruction of such certificate.

For a description of the differences between the rights of the holders of
U. S. Bancorp capital stock and West One capital stock, see "COMPARISON OF
SHAREHOLDERS' RIGHTS."

U. S. Bancorp. Shares of U. S. Bancorp Common Stock and U. S. Bancorp
Preferred Stock issued and outstanding immediately prior to the Effective Time
will remain issued and outstanding and be unaffected by the Merger, and holders
of such stock will not be required to exchange the certificates representing
such stock or take any other action by reason of the consummation of the Merger.

EFFECTIVE TIME

The Effective Time will be as set forth in the articles of merger (the
"Articles of Merger") that will be filed with the Secretary of State of the
State of Oregon and the Secretary of State of the State of Idaho, in each case
on the closing date of the Merger (the "Closing Date"). The Closing Date will
occur on a date to be specified by the parties which shall be no later than five
business days after the satisfaction or waiver (subject to applicable law) of
the latest to occur of the conditions precedent to the Merger set forth in
Article VII of the Merger Agreement. The Merger is presently expected to be
consummated during the last quarter of 1995, subject to the receipt of
regulatory approvals and the satisfaction of other conditions. The consummation
of the Merger could be delayed as a result of delays in obtaining the necessary
regulatory approvals. There can be no assurances as to if or when such approvals
will be obtained or that the Merger will be consummated. If the Merger is not
effected on or before April 30, 1996, the Merger Agreement may be terminated by
either U. S. Bancorp or West One, unless the failure to effect the Merger by
such date is due to the failure of the party seeking to terminate the Merger
Agreement to perform or observe the covenants and agreements of such party set
forth therein. See "THE MERGER -- Conditions to the Consummation of the Merger"
and "-- Regulatory Approvals Required for the Merger".

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains representations and warranties of U. S.
Bancorp and West One as to, among other things, (i) the corporate organization
and existence of each party and its subsidiaries; (ii) the capitalization of
each party and its subsidiaries; (iii) the corporate power and authority of each
party; (iv) the compliance of the Merger Agreement with (A) the articles of
incorporation and bylaws of each party, (B) applicable law, and (C) certain
material agreements; (v) governmental and third party approvals; (vi) the timely
filing of required regulatory reports; (vii) each party's financial statements
and filings with the SEC; (viii) the absence of certain changes in each party's
business since December 31, 1994; (ix) the absence of material legal
proceedings; (x) the filing and accuracy of each party's tax returns; (xi) each
party's employee benefit plans and related matters; (xii) each party's
compliance with applicable law; (xiii) the absence of material defaults under
certain contracts; (xiv) agreements between each party and regulatory agencies;
(xv) the absence of undisclosed liabilities; (xvi) the inapplicability to the
Merger of the Idaho or Oregon takeover laws; (xvii) pooling-of-interests
accounting treatment; and (xviii) interest rate risk management arrangements.

CONDUCT OF BUSINESS PENDING THE MERGER AND OTHER AGREEMENTS

Pursuant to the Merger Agreement, prior to the Effective Time West One has
agreed to, and to cause its subsidiaries to, (i) conduct its business in the
usual, regular and ordinary course consistent with past practice, (ii) use
reasonable best efforts to maintain and preserve intact its business
organization, employees and advantageous business relationships and retain the
services of its officers and key employees, and (iii) take no action that would
adversely affect or delay the ability of either U. S. Bancorp or West One to
obtain any

38
<PAGE> 43

necessary governmental or regulatory approvals required for the transactions
contemplated by the Merger Agreement or to perform its covenants and agreements
under the Merger Agreement or the West One Option Agreement.

U. S. Bancorp and West One have agreed to cooperate with each other and use
their reasonable best efforts to promptly prepare and file all necessary
documentation, to effect all applications, notices, petitions and filings, and
to obtain as promptly as practicable all permits, consents, approvals and
authorizations of all third parties and governmental entities that are necessary
or advisable to consummate the transactions contemplated by the Merger Agreement
and to comply with the terms and conditions of all such permits, consents,
approvals and authorizations. U. S. Bancorp and West One have each agreed upon
request to furnish to the other party all information concerning themselves and
their subsidiaries, directors, officers and shareholders and such other matters
as may be reasonably necessary or advisable in connection with the Merger. U. S.
Bancorp and West One have also agreed, subject to the terms and conditions of
the Merger Agreement, to use their reasonable best efforts to take, or cause to
be taken, all actions necessary, proper or advisable to comply promptly with all
legal requirements that may be imposed on such party or its subsidiaries and to
consummate the Merger. U. S. Bancorp also agreed to cause the shares of U. S.
Bancorp Common Stock to be issued in the Merger to be approved for listing on
the NASDAQ National Market System, subject to official notice of issuance.

Each of U. S. Bancorp and West One has further agreed to give the other
party access to all of its properties, books, contracts, commitments and records
and to furnish information concerning its businesses, properties and personnel
to the other party, subject to the restrictions set forth in the Merger
Agreement.

Except as expressly contemplated by the Merger Agreement or specified in a
schedule thereto or as contemplated by the West One Option Agreement, West One
has agreed that, without the prior written consent of U. S. Bancorp, it will
not, and will not permit any of its subsidiaries to, among other things:

(i) other than in the ordinary course of business consistent with past
practice, incur any indebtedness for borrowed money (other than short-term
indebtedness incurred to refinance short-term indebtedness and indebtedness
of West One or any of its subsidiaries to West One or any of its
subsidiaries or fund redemption of debentures or repurchases of stock
related thereto), assume, guarantee, endorse or otherwise as an
accommodation become responsible for the obligations of any individual,
corporation or other entity, or make any loan or advance;

(ii) adjust, split, combine or reclassify any capital stock; make,
declare or pay any dividend or make any other distribution on, or directly
or indirectly redeem, purchase or otherwise acquire, any shares of its
capital stock or any securities or obligations convertible into or
exchangeable for any shares of its capital stock, or grant any stock
appreciation rights or grant any individual, corporation or other entity
any right to acquire any shares of its capital stock (except for regular
quarterly cash dividends at a rate not in excess of the rate being paid at
the date of the Merger Agreement as such rate may be increased at times and
in amounts as are consistent with past practice, and except for dividends
paid by any of the wholly-owned subsidiaries of West One or any of their
wholly-owned subsidiaries); or issue any additional shares of capital stock
except pursuant to (A) the exercise of stock options outstanding as of the
date of the Merger Agreement, (B) the West One Option Agreement, (C) the
West One Rights Agreement, (D) conversion of the Convertible Debentures, or
(E) the West One Dividend Reinvestment and Stock Purchase Plan until such
plan is terminated;

(iii) sell, transfer, mortgage, encumber or otherwise dispose of any
of its properties or assets to any individual, corporation or other entity
other than a direct or indirect wholly-owned subsidiary, or cancel, release
or assign any indebtedness to any such person or any claims held by any
such person, except in the ordinary course of business consistent with past
practice or pursuant to contracts or agreements in force at the date of the
Merger Agreement;

(iv) except for transactions in the ordinary course of business
consistent with past practice, make any material investment either by
purchase of stock or securities, contributions to capital, property
transfers, or purchase of any property or assets of any other individual,
corporation or other entity other than a wholly owned subsidiary thereof;

39
<PAGE> 44

(v) except for transactions in the ordinary course of business
consistent with past practice, enter into or terminate any material
contract or agreement, or make any change in any of its material leases or
contracts, other than renewals of contracts and leases without material
adverse changes of terms;

(vi) increase in any manner the compensation or fringe benefits of any
of its employees other than increases for employees in the ordinary course
of business consistent with past practice or pay any pension or retirement
allowance not required by any existing plan or agreement to any such
employees or become a party to, amend or commit itself to any pension,
retirement, profit-sharing or welfare benefit plan or agreement or
employment agreement with or for the benefit of any employee other than
amendments required to comply with applicable legal requirements or
accelerate the vesting of any stock options or other stock-based
compensation;

(vii) solicit, encourage or authorize any individual, corporation or
other entity to solicit from any third party any inquiries or proposals
relating to the disposition of its business or assets, or the acquisition
of its voting securities, or the merger of it or any of its subsidiaries
with any corporation or other entity other than as provided by the Merger
Agreement (and West One will promptly notify U. S. Bancorp of all of the
relevant details relating to all inquiries and proposals which it may
receive relating to any of such matters) or unless West One shall have
determined based upon the written advice of counsel that fiduciary duties
under applicable law require otherwise, participate in any negotiations
concerning or otherwise facilitate any such transaction;

(viii) settle any claim, action or proceeding involving money damages,
except in the ordinary course of business consistent with past practice;

(ix) take any action that would prevent or impede the Merger from
qualifying (A) for pooling-of-interests accounting treatment or (B) as a
reorganization within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code"); provided, however, that nothing
contained in the Merger Agreement will limit the ability of West One to
exercise its rights under the U. S. Bancorp Option Agreement;

(x) amend its articles of incorporation or its bylaws;

(xi) other than in prior consultation with U. S. Bancorp, restructure
or materially change its investment securities portfolio or its gap
position, through purchases, sales or otherwise, or the manner in which the
portfolio is classified or reported;

(xii) take any action that is intended or may reasonably be expected
to result in any of its representations and warranties set forth in the
Merger Agreement being or becoming untrue in any material respect at any
time prior to the Effective Time, or in any of the conditions to the Merger
not being satisfied or in a violation of any provision of the Merger
Agreement, except, in every case, as may be required by applicable law; or

(xiii) agree to, or make any commitment to, take any of the actions
listed above.

Except as expressly contemplated by the Merger Agreement or the U. S.
Bancorp Option Agreement, U. S. Bancorp has agreed that without the prior
written consent of West One it will not, and will not permit any of its
subsidiaries to, among other things:

(i) reclassify any of its capital stock or make, declare, or pay any
dividend or make any other distribution on, any shares of its capital stock
or any securities or obligations, convertible into or exchangeable for any
shares of its capital stock (except for regular quarterly cash dividends at
a rate not in excess of such rate as U. S. Bancorp from time to time adopts
as its regular quarterly dividend rate and except for dividends paid by any
of its wholly owned subsidiaries or any of their wholly owned
subsidiaries);

(ii) take any action that would prevent or impede the Merger from
qualifying (A) for pooling-of-interests accounting treatment or (B) as a
reorganization within the meaning of Section 368 of the Code; provided,
however, that nothing contained in the Merger Agreement shall limit the
ability of Bancorp to exercise its rights under the West One Option
Agreement;

40
<PAGE> 45

(iii) take any action that is intended or may reasonably be expected
to result in any of its representations and warranties set forth in the
Merger Agreement being or becoming untrue in any material respect at any
time prior to the Effective Time, or in any of the conditions to the Merger
not being satisfied or in a violation of any provision of the Merger
Agreement, except, in every case, as may be required by applicable law;

(iv) take any action that would adversely affect or delay its ability
to obtain any necessary approvals of any Regulatory Agency or other
governmental authority required for the transactions contemplated hereby or
to perform its covenants and agreements under the Merger Agreement or the
U. S. Bancorp Option Agreement;

(v) amend its articles of incorporation except with respect to the
establishment of one or more series of preferred stock; or

(vi) agree to, or make any commitment to, take any of the actions
listed above.

CONDITIONS TO THE CONSUMMATION OF THE MERGER

Each party's obligation to effect the Merger is subject to the satisfaction
or waiver, where permissible, of the following conditions at or prior to the
Effective Time:

(i) the Merger Agreement and the transactions contemplated thereby
shall have been approved by the respective requisite affirmative votes of
the holders of U. S. Bancorp Common Stock and West One Common Stock
entitled to vote thereon;

(ii) the shares of U. S. Bancorp Common Stock that are to be issued to
West One shareholders upon consummation of the Merger shall have been
authorized for listing on the NASDAQ National Market System, subject to
official notice of issuance;

(iii) all regulatory approvals required to consummate the transactions
contemplated by the Merger Agreement shall have been obtained without the
imposition of any conditions that are, in U. S. Bancorp's reasonable
judgment, unduly burdensome and shall remain in full force and effect and
all statutory waiting periods with respect to such approvals shall have
expired (the "Requisite Regulatory Approvals"), and all other material
consents of any third party required in connection with the consummation of
the Merger shall have been obtained; provided that, for purposes of this
condition, a divestiture required as a condition to any regulatory approval
shall not be deemed unduly burdensome if consistent with the recent
practices of the Federal Reserve Board and the United States Department of
Justice;

(iv) the registration statement of which this Proxy
Statement/Prospectus forms a part shall have become effective and no stop
order suspending the effectiveness shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the
SEC;

(v) no order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Merger or any of the other transactions
contemplated by the Merger Agreement shall be in effect and no statute,
rule, regulation, order, injunction or decree shall have been enacted,
entered, promulgated or enforced by any court, administrative agency or
commission or other governmental authority or instrumentality which
prohibits or makes illegal consummation of the Merger;

(vi) U. S. Bancorp shall have received an opinion of Miller, Nash,
Wiener, Hager & Carlsen, counsel to U. S. Bancorp, and West One shall have
received an opinion of Wachtell, Lipton, Rosen & Katz, counsel to West One,
in form and substance reasonably satisfactory to U. S. Bancorp and West
One, each dated as of the Effective Time, substantially to the effect that
on the basis of facts, representations and assumptions set forth in such
opinion which are consistent with the state of facts existing at the
Effective Time, the Merger will be treated for Federal income tax purposes
as part of one or more reorganizations within the meaning of Section 368 of
the Code and that accordingly (A) no gain or loss will be recognized by
U. S. Bancorp or by West One as a result of the Merger; (B) no gain or loss
will be recognized by the shareholders of West One who exchange their West
One Common Stock for U. S. Bancorp Common Stock pursuant to the Merger
(except with respect to cash received in lieu of a fractional share
interest in U. S. Bancorp Common Stock); and (C) the tax basis of the U. S.
Bancorp

41
<PAGE> 46

Common Stock received by shareholders who exchange all of their West One
Common Stock solely for U. S. Bancorp Common Stock in the Merger will be
the same as the tax basis of the West One Common Stock surrendered in
exchange therefor (reduced by any amount allocable to a fractional share
interest for which cash is received) (see "-- Certain Federal Income Tax
Consequences");

(vii) U. S. Bancorp and West One each shall have received letters from
Deloitte & Touche LLP and Coopers & Lybrand L.L.P., respectively, addressed
to U. S. Bancorp and West One, respectively, to the effect that the Merger
will qualify for pooling-of-interests accounting treatment;

(viii) the representations and warranties of the other party to the
Merger Agreement shall be true and correct in all material respects as of
the date of the Merger Agreement and (except to the extent such
representations and warranties speak as of an earlier date) as of the
Effective Time as though made at the Effective Time;

(ix) each party shall have performed in all material respects all
obligations required to be performed by it under the Merger Agreement at or
prior to the Effective Time; and

(x) the rights issued pursuant to the West One Rights Agreement shall
not have become nonredeemable, exercisable, distributed or triggered
pursuant to the terms of each such agreement (see "-- The West One Rights
Agreement").

No assurance can be provided as to if or when the Requisite Regulatory
Approvals necessary to consummate the Merger will be obtained or whether all of
the other conditions precedent to the Merger will be satisfied or waived by the
party permitted to do so. If the Merger is not effected on or before April 30,
1996, the Merger Agreement may be terminated by either U. S. Bancorp or West
One, unless the failure to effect the Merger by such date is due to the failure
of the party seeking to terminate the Merger Agreement to perform or observe
covenants and agreements of such party set forth therein.

REGULATORY APPROVALS REQUIRED FOR THE MERGER

U. S. Bancorp and West One have agreed to use their reasonable best efforts
to obtain the Requisite Regulatory Approvals, which include approval from the
Federal Reserve Board and various state regulatory authorities. U. S. Bancorp
filed a preliminary draft application for approval of the Merger with the
Federal Reserve Board on July 3, 1995. The parties intend to file additional
required information and applications for Requisite Regulatory Approvals in due
course. The Merger cannot proceed in the absence of the Requisite Regulatory
Approvals. There can be no assurance as to when or if such Requisite Regulatory
Approvals will be obtained and, if obtained, there can be no assurance as to the
absence of any conditions or requirements in such approvals or any litigation
challenging such approvals. There can likewise be no assurance that the United
States Department of Justice ("Justice Department") or any state attorney
general will not attempt to challenge the Merger on antitrust grounds or, if
such a challenge is made, as to the outcome.

U. S. Bancorp and West One are not aware of any other governmental
approvals or actions that are required prior to the parties' consummation of the
Merger other than those described below. It is presently contemplated that if
any such additional governmental approvals or actions are required, such
approvals or actions will be sought. There can be no assurance, however, that
any such approvals or actions will be obtained.

Federal Reserve Board. The Merger is subject to approval by the Federal
Reserve Board pursuant to Sections 3 and 4 of the BHCA. Assuming Federal Reserve
Board approval, the Merger may not be consummated until 30 days after such
approval, during which time the Justice Department may challenge the Merger on
antitrust grounds and seek the divestiture of certain assets and liabilities.
With the approval of the Federal Reserve Board and the Justice Department this
waiting period may be reduced to not less than 15 days.

The Federal Reserve Board is prohibited from approving any transaction
under the applicable statutes which:

(i) would result in a monopoly or which would be in furtherance of any
combination or conspiracy to monopolize or to attempt to monopolize the
business of banking in any part of the United States; or

42
<PAGE> 47

(ii) may have the effect in any area of the United States of
substantially lessening competition, or tending to create a monopoly, or
resulting in a restraint of trade, unless the Federal Reserve Board finds
that the anti-competitive effects of the transaction are clearly outweighed
in the public interest by the probable effect of the transaction in meeting
the convenience and needs of the communities to be served.

In addition, in reviewing a transaction under the applicable statutes, the
Federal Reserve Board will consider the financial and managerial resources of
the companies and their subsidiary banks and the convenience and needs of the
communities to be served. As part of, or in addition to, consideration of the
above factors, it is anticipated that the Federal Reserve Board will consider
the regulatory status of U. S. Bancorp and West One, and the overall capital and
safety and soundness standards established by the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA") and the regulations promulgated
thereunder.

In addition, under the Community Reinvestment Act of 1977, as amended (the
"CRA"), the Federal Reserve Board must take into account the record of
performance of each of U. S. Bancorp and West One in meeting the credit needs of
the entire community, including low and moderate income neighborhoods, served by
each company. All of the banking subsidiaries of both U. S. Bancorp and West One
have received a rating of either "satisfactory" or "outstanding" in their most
recent CRA examinations by their respective supervising banking regulator.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Interstate Act"), certain sections of which will become effective
September 29, 1995, the Federal Reserve Board generally may not approve an
application if the applicant (including all insured depository institutions
which are affiliates of the applicant), upon consummation of the acquisition,
would control 30% or more of the total amount of deposits of insured depository
institutions in a particular state. This provision is not applicable, however,
if the acquisition is approved by the appropriate state bank supervisor of such
state and the standard on which such approval is based does not have the effect
of discriminating against out-of-state banks, out-of-state bank holding
companies, or subsidiaries of such out-of-state banks or bank holding companies.
As of the date of this Proxy Statement/Prospectus, the above provision, when
effective, would be applicable to the proposed Merger as a result of West One's
control of more than 30% of the total amount of deposits of insured depository
institutions in the state of Idaho. As discussed below under "-- State
Regulatory Requirements," the Merger is subject to the approval of the bank
regulatory agency in Idaho.

The Federal Reserve Board will furnish notice and a copy of the application
for approval of the Merger to the Office of the Comptroller of the Currency (the
"OCC"), the Federal Deposit Insurance Corporation (the "FDIC"), and the
appropriate state regulatory authorities. These agencies have 30 days to submit
their views and recommendations to the Federal Reserve Board. The Federal
Reserve Board is required to hold a public hearing in the event it receives a
written recommendation of disapproval of the application from any of these
agencies within such 30-day period. Furthermore, the BHCA and Federal Reserve
Board regulations require publication of notice of, and the opportunity for
public comment on, the application submitted by U. S. Bancorp for approval of
the Merger and authorize the Federal Reserve Board to hold a public hearing in
connection therewith if the Federal Reserve Board determines that such a hearing
would be appropriate. Any such hearing or comments provided by third parties
could prolong the period during which the application is subject to review by
the Federal Reserve Board.

The commencement of an antitrust action by the Justice Department would
stay the effectiveness of Federal Reserve Board approval of the Merger unless a
court specifically orders otherwise. In reviewing the Merger, the Justice
Department could analyze the Merger's effect on competition differently than the
Federal Reserve Board, and thus it is possible that the Justice Department could
reach a different conclusion than the Federal Reserve Board regarding the
Merger's competitive effects. The Justice Department is likely to examine the
impact of the Merger on competition for loans to small and middle market
businesses. Failure of the Justice Department to object to the Merger may not
prevent the filing of antitrust actions by state attorneys general.

Using the above standards, U. S. Bancorp and West One expect that the
Federal Reserve Board or the Justice Department will request that U. S. Bancorp
and/or West One divest certain operations in order to alleviate what such
agencies believe would otherwise be an adverse competitive effect. At present,
only

43
<PAGE> 48

preliminary discussions with regulatory authorities have taken place and the
amount of divestitures cannot be determined until further discussions with the
Federal Reserve Board and the Justice Department are held; accordingly, as of
the date of this Proxy Statement/Prospectus, neither U. S. Bancorp nor West One
can predict with any assurance what the aggregate amount of any such
divestitures may be. While any potential divestitures may affect certain pro
forma combined financial statement amounts, merger and restructuring costs, cost
savings and revenues, U. S. Bancorp and West One believe, based on divestitures
required in recent comparable transactions, that the aggregate amount and
financial impact of divestitures should not be material to the business,
operations or financial condition of the combined institution and its
subsidiaries, taken as a whole. Under the Merger Agreement, U. S. Bancorp and
West One are not obligated to consummate the Merger if any Requisite Regulatory
Approval is subject to the imposition of any conditions that are unduly
burdensome in U. S. Bancorp's reasonable judgment. A divestiture required as
such a condition shall not be considered unduly burdensome if consistent with
guidelines, policies and practices of the Federal Reserve Board and Justice
Department regarding the merger of bank holding companies that have been
utilized in transactions that had recently been reviewed prior to the date of
the Merger Agreement.

U. S. Bancorp's and West One's rights to exercise their respective options
under the Option Agreements are also subject to the prior approval of the
Federal Reserve Board, to the extent that the exercise of their respective
options under the Option Agreements would result in U. S. Bancorp or West One,
as the case may be, owning more than 5% of the outstanding shares of West One
Common Stock or U. S. Bancorp Common Stock, respectively. In considering whether
to approve U. S. Bancorp's or West One's right to exercise its respective
option, including its respective right to purchase more than 5% of the
outstanding shares of West One Common Stock or U. S. Bancorp Common Stock, as
the case may be, the Federal Reserve Board would generally apply the same
statutory criteria it would apply to its consideration of approval of the
Merger.

State Regulatory Requirements. The Merger is also subject to approval by
the bank regulatory agencies in the states of Idaho, Oregon, Utah and
Washington. In addition, the Merger may be reviewed by the attorneys general in
the various states in which West One and U. S. Bancorp own banking subsidiaries.
Certain requested information about the potential effects of the Merger is being
provided to the attorney general of the state of Washington. There can be no
assurance that one or more state attorneys general will not file an antitrust
action to enjoin the Merger or that West One and U. S. Bancorp will not agree to
divest assets and liabilities or take other actions to avoid or settle any such
action.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

General. The following is a summary description of the material federal
income tax consequences of the Merger. This summary is not a complete
description of all of the consequences of the Merger and, in particular, may not
address federal income tax considerations that may affect the treatment of a
shareholder which, at the Effective Time, already owns some U. S. Bancorp
capital stock, is not a U.S. person, is a tax-exempt entity or an individual who
acquired West One Common Stock pursuant to an employee stock option, or
exercises some form of control over West One. In addition, no information is
provided herein with respect to the tax consequences of the Merger under
applicable foreign, state or local laws. Consequently, each West One shareholder
is advised to consult a tax adviser as to the specific tax consequences of the
transaction to that shareholder. The following discussion is based on the Code
as in effect on the date of this Proxy Statement/Prospectus, without
consideration of the particular facts or circumstances of any holder of West One
Common Stock.

The Merger. U. S. Bancorp has received the opinion of Miller, Nash,
Wiener, Hager & Carlsen, its outside general counsel, and West One has received
the opinion of Wachtell, Lipton, Rosen & Katz, its special counsel, to the
effect that for federal income tax purposes:

(i) no gain or loss will be recognized by U. S. Bancorp or by West One
as a result of the Merger;

(ii) no gain or loss will be recognized by shareholders upon their
exchange of West One Common Stock for U. S. Bancorp Common Stock, except
that a West One shareholder who receives cash proceeds in lieu of a
fractional share interest in U. S. Bancorp Common Stock or a shareholder
exercising dissenters' rights under Section 30-1-81 of the Idaho Act who
receives cash instead of U. S. Bancorp Common Stock will recognize gain or
loss equal to the difference between such proceeds and the tax

44
<PAGE> 49

basis allocated to the fractional share interest or the holder's tax basis
in the dissenting shares, as the case may be, and such gain or loss will
constitute capital gain or loss if such shareholder's West One Common Stock
with respect to which gain or loss is recognized is held as a capital asset
at the Effective Time;

(iii) the tax basis of the U. S. Bancorp Common Stock received by a
West One shareholder who exchanges his or her West One Common Stock for
U. S. Bancorp Common Stock will be the same as such shareholder's tax
basis in the Common Stock surrendered in exchange therefor; and

(iv) the holding period of the U. S. Bancorp Common Stock received by
a West One shareholder will include the period during which the West One
Common Stock surrendered in exchange therefor was held (provided that such
West One Common Stock was held by such West One shareholder as a capital
asset at the Effective Time).

Such opinions have been filed as exhibits to the Registration Statement.
Receipt of substantively the same opinion by each party from its respective
legal counsel, each dated as of the Effective Time, is a non-waivable condition
to consummation of the Merger. The opinions filed as exhibits to the
Registration Statement are, and the opinions to be given as of the Effective
Time will be, based on certain customary assumptions and representations set
forth therein.

Information Reporting and Backup Withholding. Payments in respect of West
One Common Stock may be subject to information reporting to the Internal Revenue
Service and to a 31% backup withholding tax. Backup withholding will not apply,
however, to a payment to a West One shareholder or other payee if such
shareholder or payee completes and signs the substitute Form W-9 that will be
included as part of the transmittal letter or otherwise proves to U. S. Bancorp
and the Exchange Agent that it is exempt from backup withholding.

ACCOUNTING TREATMENT

It is anticipated that the Merger will be accounted for as a
"pooling-of-interests" transaction under generally accepted accounting
principles. Under such method of accounting, holders of West One Common Stock
will be deemed to have combined their existing voting common stock interest with
that of holders of U. S. Bancorp Common Stock by exchanging their shares for
shares of U. S. Bancorp Common Stock. Accordingly, the book value of the assets,
liabilities and shareholders' equity of West One as reported on its consolidated
balance sheet, will be carried over to the consolidated balance sheet of U. S.
Bancorp and no goodwill will be created. U. S. Bancorp will be able to include
in its consolidated income the consolidated income of West One for the entire
fiscal year in which the Merger occurs; however, certain expenses incurred to
effect the Merger must be treated by U. S. Bancorp as current charges against
income rather than adjustments to its balance sheet. In order for the Merger to
qualify for pooling-of-interests accounting treatment, among other criteria,
substantially all (90% or more) of the outstanding West One Common Stock must be
exchanged for U. S. Bancorp Common Stock.

U. S. Bancorp and West One will each receive, at or prior to the Effective
Time, an opinion from its independent public accountants to the effect that the
proposed Merger will qualify for pooling-of-interests accounting treatment.

TERMINATION OF THE MERGER AGREEMENT

The Merger Agreement provides that the Merger may be terminated at any time
prior to the Effective Time, whether before or after approval by the
shareholders of West One:

(i) by mutual consent of U. S. Bancorp and West One in a written
instrument, if the Board of Directors of each so determines by a vote of a
majority of the members of its entire Board;

(ii) by the Board of Directors of either U. S. Bancorp or West One if
any governmental entity which must grant a Requisite Regulatory Approval
has denied approval of the Merger and such denial has become final and
non-appealable or any governmental entity of competent jurisdiction shall
have issued a final non-appealable order enjoining or otherwise prohibiting
the consummation of the transactions contemplated by the Merger Agreement;

45
<PAGE> 50

(iii) by the Board of Directors of either U. S. Bancorp or West One if
the Merger shall not have been consummated on or before April 30, 1996,
unless the failure of the Effective Time of the Merger to occur by such
date shall be due to the failure of the party seeking to terminate the
Merger Agreement to perform or observe the covenants and agreements of such
party set forth therein;

(iv) by the Board of Directors of either U. S. Bancorp or West One
(provided that the terminating party is not then in material breach of any
representation, warranty, covenant or other agreement contained therein) if
there shall have been a material breach of any of the covenants or
agreements or any of the representations or warranties set forth in the
Merger Agreement on the part of the other party, which breach is not cured
within forty-five (45) days following written notice to the party
committing such breach, or which breach, by its nature, cannot be cured
prior to the Effective Time; or

(v) by either U. S. Bancorp or West One if U. S. Bancorp or West One
shareholder approvals have not been obtained by reason of the failure to
obtain the required vote at a duly held meeting of shareholders or any
adjournment or postponement thereof.

Whether or not the Merger is consummated, all fees and expenses incurred in
connection with the Merger and the transactions contemplated thereby will be
paid by the party incurring such expenses, except that the costs and expenses of
printing and mailing this Proxy Statement/Prospectus, and all filing and other
fees paid to the SEC in connection with the Merger, shall be borne equally by
U. S. Bancorp and West One.

WAIVER AND AMENDMENT OF THE MERGER AGREEMENT

Waiver. At any time prior to the Effective Time, U. S. Bancorp and West
One, by action taken or authorized by their respective Boards of Directors, may,
to the extent legally allowed, (i) extend the time for the performance of any of
the obligations or other acts of the other party; (ii) waive any inaccuracies in
the representations and warranties of the other party contained in the Merger
Agreement or in any document delivered pursuant to the Merger Agreement; or
(iii) waive compliance by the other party of any of its agreements or conditions
contained in the Merger Agreement. After approval by the shareholders of West
One and U. S. Bancorp of the Merger Agreement, in the event the companies
contemplate a waiver of a provision of the Merger Agreement of the type which by
law may not be made without approval of the shareholders of either or both
companies, West One or U. S. Bancorp or both, as may be required by law, will
resolicit proxies from each company's respective shareholders to obtain such
approval. In the event that the companies contemplate a waiver as to the form or
amount of consideration that is required to be received by West One shareholders
in the Merger pursuant to the Merger Agreement, West One will resolicit proxies
from its shareholders to obtain approval for such waiver.

Amendment. Subject to compliance with applicable law, the Merger Agreement
may be amended by U. S. Bancorp and West One by action taken or authorized by
their respective Boards of Directors, at any time. After approval by the
shareholders of West One and U. S. Bancorp of the Merger Agreement, in the event
the companies contemplate an amendment to a provision of the Merger Agreement of
the type which by law may not be made without approval of the shareholders of
either or both companies, West One or U. S. Bancorp or both, as may be required
by law, will resolicit proxies from each company's respective shareholders to
obtain such approval. In the event that the companies contemplate an amendment
as to the form or amount of consideration that is required to be received by
West One shareholders in the Merger pursuant to the Merger Agreement, West One
will resolicit proxies from its shareholders to obtain approval for such
amendment.

U. S. BANCORP AND WEST ONE STOCK OPTION AGREEMENTS

U. S. Bancorp executed and delivered the U. S. Bancorp Option Agreement,
pursuant to which U. S. Bancorp granted to West One the U. S. Bancorp Option. At
the same time, West One executed and delivered the West One Option Agreement,
pursuant to which West One granted to U. S. Bancorp the West One Option. The
U. S. Bancorp Option Agreement and the West One Option Agreement are filed as
exhibits to the Registration Statement of which this Proxy Statement/Prospectus
is a part and the summary of certain of their terms set forth below is subject
to, and qualified in its entirety by reference to, such exhibits. Wherever

46
<PAGE> 51

particular sections or defined terms in the Option Agreements are referred to,
such sections or defined terms are incorporated herein by reference.

The Option Agreements are intended to increase the likelihood that the
Merger will be consummated in accordance with the terms of the Merger Agreement.
Consequently, certain aspects of the Option Agreements may have the effect of
discouraging persons who might now or prior to the Effective Time be interested
in acquiring all of or a significant interest in U. S. Bancorp or West One from
considering or proposing such an acquisition, even if, in the case of West One,
such persons were prepared to offer to pay consideration to West One
shareholders which had a higher current market price than the shares of U. S.
Bancorp Common Stock to be received per share of West One Common Stock pursuant
to the Merger Agreement.

Except as otherwise noted below, the terms and conditions of the U. S.
Bancorp Option Agreement and the West One Option Agreement are identical in all
material respects. For purposes of this section, except as otherwise noted, (i)
the U. S. Bancorp Option Agreement or the West One Option Agreement, as the case
may be, is sometimes referred to as the "Issuer Option Agreement", (ii) U. S.
Bancorp as issuer of the U. S. Bancorp Common Stock, and West One as issuer of
the West One Common Stock, upon the exercise of the U. S. Bancorp Option and the
West One Option, respectively, are sometimes individually referred to as the
"Issuer", (iii) U. S. Bancorp and West One as the holder of the West One Option
and the U. S. Bancorp Option, respectively, are sometimes individually referred
to as the "Optionee", (iv) the U. S. Bancorp Option or the West One Option, as
the case may be, is sometimes referred to as the "Issuer Option" and (v) the U.
S. Bancorp Common Stock and the West One Common Stock is sometimes referred to
as the "Issuer Common Stock".

The U. S. Bancorp Option Agreement provides for the purchase by West One,
upon exercise of its option, of 19,542,378 shares (the "U. S. Bancorp Option
Shares" or the "Issuer Option Shares," as the case may be) of U. S. Bancorp
Common Stock at an exercise price of $28.00 per share, payable in cash. The
U. S. Bancorp Option Shares, if issued pursuant to the U. S. Bancorp Option
Agreement, shall in no event exceed 19.9% of the U. S. Bancorp Common Stock
issued and outstanding without giving effect to the issuance of any U. S.
Bancorp Common Stock subject to the U. S. Bancorp Option. (Section 1)

The West One Option Agreement provides for the purchase by U. S. Bancorp of
up to 7,330,184 shares (the "West One Option Shares" or the "Issuer Option
Shares", as the case may be) of West One Common Stock at an exercise price of
$34.00 per share, payable in cash. The West One Option Shares, if issued
pursuant to the West One Option Agreement, shall in no event exceed 19.9% of the
West One Common Stock issued and outstanding without giving effect to the
issuance of any West One Common Stock subject to the West One Option. (Section
1)

The number of shares of Issuer Common Stock subject to the applicable
Issuer Option will be increased to the extent that additional shares of Issuer
Common Stock are issued or otherwise become outstanding (other than pursuant to
an exercise of an Issuer Option), such that, after such issuance, the number of
Issuer Option Shares will continue to equal 19.9% of the Issuer Common Stock
then issued and outstanding without giving effect to the issuance of any Issuer
Common Stock subject to such Issuer Option. (Section 1(b)) In the event of any
change in, or distributions in respect of, the shares of Issuer Common Stock by
reason of a stock dividend, split-up, merger, recapitalization, combination,
subdivision, conversion, exchange of shares, distribution on or in respect of
such Issuer Common Stock or similar transaction, the type and number of Issuer
Option Shares purchasable upon exercise of the applicable Issuer Option, and the
applicable option price will also be adjusted in such a manner as shall fully
preserve the economic benefits of the Option. (Section 5)

Each Issuer Option Agreement provides that the Optionee or any other holder
or holders of the Issuer Option (as used in this section, collectively, the
"Holder") may exercise the Issuer Option, in whole or in part, subject to
regulatory approval, if both an Initial Triggering Event (as defined below) and
a Subsequent Triggering Event (as defined below) shall have occurred prior to
the occurrence of an Exercise Termination Event (as defined below); provided
that the Holder shall have sent to the Issuer written notice of such exercise
within 90 days following such Subsequent Triggering Event (subject to extension
as provided in each Issuer Option Agreement). The terms Initial Triggering Event
and Subsequent Triggering Event generally relate to

47
<PAGE> 52

attempts by one or more third parties to acquire a significant interest in the
Issuer. Any exercise of the Issuer Option will be deemed to occur on the date
such notice is sent. (Section 2(a))

For purposes of each Issuer Option Agreement:

(i) The term "Initial Triggering Event" means the occurrence of any of
the following events or transactions after May 6, 1995: (A) the Issuer or
any subsidiary of the Issuer, without the Optionee's prior written consent,
shall have entered into an agreement to engage in, or the Issuer's Board of
Directors recommends shareholder acceptance or approval of, an Acquisition
Transaction (as defined below) with any person or group (other than as
contemplated by the Merger Agreement); (B) the Issuer's Board of Directors
shall have publicly withdrawn or modified, or publicly announced its
intention to withdraw or modify, in any manner adverse to the Optionee, its
recommendation that its shareholders approve the Merger Agreement; (C) any
person, other than the Optionee or any subsidiary of the Optionee, acting
in a fiduciary capacity in the ordinary course of business, acquires
beneficial ownership, or the right to acquire beneficial ownership, of 15%
or more of the outstanding shares of the Issuer's Common Stock; (D) any
person other than the Optionee or any subsidiary of the Optionee shall have
made a bona fide proposal to the Issuer or its shareholders by public
announcement or written communication that shall be or becomes the subject
of public disclosure to engage in an Acquisition Transaction; (E) the
Issuer breaches any covenant or obligation in the Merger Agreement after
any person, other than the Optionee or any subsidiaries of the Optionee has
proposed an Acquisition Transaction, and such breach (1) would entitle the
Optionee to terminate the Merger Agreement and (2) is not remedied prior to
the date of the Optionee's notice to the Issuer of the exercise of the
Option; or (F) any person other than the Optionee or any subsidiary of the
Optionee, other than in connection with a transaction to which the Optionee
has given its prior written consent, shall have filed an application or
notice with the Federal Reserve Board, or other federal or state bank
regulatory authority, which application or notice has been accepted for
processing, for approval to engage in an Acquisition Transaction. (Section
2(b))

(ii) The term "Acquisition Transaction" means (A) a merger or
consolidation, or any similar transaction with the Issuer or any of its
Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the
SEC); (B) a purchase, lease or other acquisition of all or a substantial
portion of the assets of the Issuer or any of its Significant Subsidiaries;
(C) a purchase or other acquisition of securities representing 10% or more
of the voting power of the Issuer or any of its Significant Subsidiaries;
or (D) any substantially similar transaction; provided, however, that in no
event shall any (x) merger, consolidation or similar transaction involving
the Issuer or any Significant Subsidiary in which the voting securities of
the Issuer outstanding immediately prior thereto continue to represent (by
either remaining outstanding or being converted into the voting securities
of the surviving entity of any such transaction) at least 65% of the
combined voting power of the voting securities of the Issuer or the
surviving entity outstanding immediately after the consummation of such
merger, consolidation or similar transaction or (y) merger, consolidation,
purchase or similar transaction involving only the Issuer and one or more
of its subsidiaries or involving only any two or more of such subsidiaries,
be deemed to be an Acquisition Transaction, provided any such transaction
is not entered into in violation of the terms of the Merger Agreement.
(Section 2(b))

(iii) The term "Subsequent Triggering Event" means the occurrence of
either of the following events or transactions after May 6, 1995: (A) the
acquisition by any person of beneficial ownership of 25% or more of the
then outstanding shares of Issuer Common Stock; or (B) the occurrence of
the Initial Triggering Event described above in clause (i)(A), except that
the percentage referred to in clause (ii)(C) of the definition of
"Acquisition Transaction" set forth above shall be 25%. (Section 2(c))

Each Issuer Option will expire upon the occurrence of an "Exercise
Termination Event", defined as: (i) the Effective Time of the Merger; (ii)
termination of the Merger Agreement in accordance with the provisions thereof if
such termination occurs prior to the occurrence of an Initial Triggering Event,
except in the case of termination of the Merger Agreement by the Optionee as a
result of an uncured material breach by the Issuer of any of its
representations, warranties, covenants or agreements unless the breach by the
Issuer is non-volitional; or (iii) 12 months after the termination of the Merger
Agreement if such termination occurs

48
<PAGE> 53

after the occurrence of an Initial Triggering Event or is a termination by the
Optionee due to a material, volitional breach by the Issuer of the Merger
Agreement (provided that if an Initial Triggering Event continues or occurs
beyond such termination of the Merger Agreement and prior to the passage of such
12-month period, the Issuer Option will terminate 12 months from the expiration
of the last Initial Triggering Event to expire, but in no event more than 18
months after such termination of the Merger Agreement.) (Section 2(a))

As of the date of this Proxy Statement/Prospectus, to the best knowledge of
U. S. Bancorp and West One, no Initial Triggering Event or Subsequent Triggering
Event has occurred.

Immediately prior to the occurrence of a Repurchase Event (as defined
below), (i) following a request of a Holder, delivered prior to an Exercise
Termination Event, the Issuer (or any successor thereto) shall repurchase the
Option from the Holder at a price (the "Issuer Option Repurchase Price") equal
to the amount by which (A) the market/offer price (as defined below) exceeds (B)
the exercise price of the Issuer Option, multiplied by the number of shares for
which the Issuer Option may then be exercised and (ii) at the request of the
owner of Issuer Option Shares from time to time (the "Owner"), delivered within
90 days of such occurrence (or such later period as provided in Section 10 of
the Option Agreements), the Issuer shall repurchase such number of the Issuer
Option Shares from the Owner as the Owner shall designate at a price (the
"Issuer Option Share Repurchase Price") equal to the market/offer price
multiplied by the number of Issuer Option Shares so designated. (Section 7)

The term "market/offer price" shall mean the highest of (i) the price per
share of Issuer Common Stock at which a tender offer or exchange offer therefor
has been made, (ii) the price per share of Issuer Common Stock to be paid by any
third party pursuant to an agreement with the Issuer, (iii) the highest closing
price for shares of Issuer Common Stock within the six-month period immediately
preceding the date the Holder gives notice of the required repurchase of the
Issuer Option or the Owner gives notice of the required repurchase of Issuer
Option Shares, as the case may be, or (iv) in the event of a sale of all or a
substantial portion of the Issuer's assets, the sum of the price paid in such
sale for such assets and the current market value of the remaining assets of the
Issuer as determined by a nationally-recognized investment banking firm selected
by the Holder or the Owner, as the case may be, divided by the number of shares
of Issuer Common Stock outstanding at the time of such sale. In determining the
market/offer price, the value of consideration other than cash shall be
determined by a nationally-recognized investment banking firm selected by the
Holder or Owner, as the case may be. However, if the Issuer at any time after
delivery of a notice of repurchase as described in this paragraph is prohibited
under applicable law or regulation from delivering to the Holder and/or the
Owner, as appropriate, the Issuer Option Repurchase Price and the Issuer Option
Share Repurchase Price, respectively, in full, the Holder or Owner may revoke
its notice of repurchase of the Issuer Option or the Issuer Option Shares either
in whole or to the extent of the prohibition, whereupon, in the latter case, the
Issuer shall promptly (i) deliver to the Holder and/or the Owner, as
appropriate, that portion of the Issuer Option Repurchase Price or the Issuer
Option Share Repurchase Price that the Issuer is not prohibited from delivering
and (ii) deliver, as appropriate, (A) to the Holder, a new Issuer Option
Agreement evidencing the right of the Holder to purchase that number of shares
of the Issuer Common Stock obtained by multiplying the number of shares of the
Issuer Common Stock for which the surrendered Issuer Option Agreement was
exercisable at the time of delivery of the notice of repurchase by a fraction,
the numerator of which is the Issuer Option Repurchase Price less the portion
thereof theretofore delivered to the Holder and the denominator of which is the
Issuer Option Repurchase Price, and (B) to the Owner, a certificate for the
Issuer Option Shares it is then so prohibited from repurchasing. A "Repurchase
Event" is deemed to have occurred (i) upon the consummation of an Acquisition
Transaction or (ii) upon the acquisition by any person of beneficial ownership
of 50% or more of the then outstanding Issuer Common Stock, provided that a
Subsequent Triggering Event shall have occurred prior to an Exercise Termination
Event. (Section 7)

In the event that prior to an Exercise Termination Event, the Issuer enters
into any agreement (i) to consolidate with or merge into any person, other than
the Optionee or one of its subsidiaries, such that the Issuer is not the
continuing or surviving corporation of such consolidation or merger; (ii) to
permit any person, other than the Optionee or one of its subsidiaries, to merge
into the Issuer and the Issuer is the continuing or surviving corporation, but
in connection with such consolidation or merger, the outstanding shares of the

49
<PAGE> 54

Issuer Common Stock are changed into or exchanged for stock or other securities
of any other person or cash or any other property, or the then outstanding
shares of Issuer Common Stock after such merger shall represent less than 50% of
the outstanding voting shares and voting share equivalents of the merged company
or (iii) to sell or otherwise transfer all or substantially all of its assets to
any person, other than the Optionee or any of its subsidiaries, then, and in
each such case, the agreement governing such transaction must provide that, upon
consummation of such transaction and upon the terms and conditions set forth in
the Issuer Option Agreement, the Option will be converted into, or exchanged
for, an option having substantially the same terms as the Issuer Option (the
"Substitute Option") to purchase securities, at the election of the Holder, of
either the acquiring person or any person that controls the acquiring person. At
the request of the Holder of the Substitute Option, the issuer of the Substitute
Option shall repurchase it at a price, and subject to such other terms and
conditions, as set forth in the Issuer Option Agreement. (Sections 8 and 9)

Within 90 days after the occurrence of a Subsequent Triggering Event that
occurs prior to an Exercise Termination Date (subject to extension as provided
in the Issuer Option Agreement), the Optionee may request the Issuer to prepare,
file and keep current with respect to the Issuer Option Shares, a registration
statement with the SEC. The Issuer is required to use its reasonable best
efforts to cause such registration statement to become effective and then to
remain effective for 180 days or such shorter time as may be reasonably
necessary to effect such sales or other dispositions of Issuer Option Shares.
The Optionee has the right to demand two such registrations. (Section 6)

Neither the Issuer nor the Optionee may assign any of its rights and
obligations under the Issuer Option Agreements or the Issuer Option to any other
person without the express written consent of the other party, except that if a
Subsequent Triggering Event occurs prior to an Exercise Termination Event, the
Optionee, subject to the terms of the Issuer Option Agreement, may assign in
whole or in part its rights and obligations thereunder, within 90 days (subject
to extension as provided in the Issuer Option Agreement) of such Subsequent
Triggering Event; provided that until the date 15 days after the date on which
the Federal Reserve Board approves an application by the Optionee to acquire the
Issuer Option Shares, the Optionee may not assign its rights under the Issuer
Option except in (i) a widely dispersed public distribution, (ii) a private
placement in which no one party acquires the right to purchase in excess of 2%
of the voting shares of the Issuer, (iii) an assignment to a single party for
the purpose of conducting a widely dispersed public distribution on the
Optionee's behalf, or (iv) any other manner approved by the Federal Reserve
Board. (Section 13)

Certain rights and obligations of the Optionee and the Issuer under the
Issuer Option Agreement are subject to receipt of required regulatory approvals.
The approval of the Federal Reserve Board is required for the acquisition by the
Optionee of more than 5% of the outstanding shares of Issuer Common Stock. See
"-- Regulatory Approvals Required for the Merger."

THE WEST ONE RIGHTS AGREEMENT

In October 1989, the West One Board of Directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of West
One Common Stock to shareholders of record at the close of business on October
31, 1989. Each Right, when exercisable, will entitle the registered holder to
purchase from West One a unit consisting of one one-hundredth of a share (a
"Unit") of Series A Junior Participating Preferred Stock of West One, at a
purchase price of $150 per Unit, subject to adjustment. The Rights are not
currently exercisable. A description of the terms of the Rights is set forth in
the West One Rights Agreement, a copy of which was filed as Exhibit 4-B to West
One's Quarterly Report on Form 10-Q for the quarter ended September 30, 1989, as
amended by Form 8-A dated October 15, 1992, and incorporated by reference into
West One's 1994 Annual Report on Form 10-K. See "INFORMATION INCORPORATED BY
REFERENCE."

Immediately prior to the execution of the Merger Agreement, the West One
Board of Directors amended the West One Rights Agreement to permit the execution
of the Merger Agreement and the Option Agreements and the consummation of the
Merger without triggering the exercisability of the Rights.

50
<PAGE> 55

EMPLOYEE BENEFITS AND PLANS

The Merger Agreement requires U. S. Bancorp to honor all employment,
severance and other compensation agreements disclosed to U. S. Bancorp in the
Merger Agreement in accordance with their terms, including any provisions for
termination. See "INTERESTS OF CERTAIN PERSONS IN THE MERGER." The Merger
Agreement also provides that, within a reasonable time after the Effective Time,
U. S. Bancorp shall provide to U. S. Bancorp employees who were formerly
employees of West One employee benefits substantially the same as those provided
to similarly situated employees of U. S. Bancorp. Also, employees of U. S.
Bancorp who were formerly employees of West One shall receive full credit for
all purposes under U. S. Bancorp's employee benefit plans, except the accrual of
benefits, for their length of service with West One or any of its subsidiaries
(and any predecessors thereto) to the extent recognized under the plans of
either U. S. Bancorp or West One.

The Merger Agreement provides that each stock option to acquire West One
Common Stock granted under the West One Stock Plans which is outstanding and
unexercised immediately prior to the Effective Time will be converted at the
Effective Time into, and will become, a stock option to purchase U. S. Bancorp
Common Stock and will continue to be governed by the terms of the West One Stock
Plans which will be assumed by U. S. Bancorp. The number of shares of U. S.
Bancorp Common Stock subject to such stock options shall be equal to the product
of the number of shares of West One Common Stock subject to each West One option
and the Exchange Ratio, rounded down to the nearest share, and the exercise
price per share of U. S. Bancorp Common Stock subject to such options will be
equal to the exercise price per share of West One Common Stock under each West
One option divided by the Exchange Ratio, rounded up to the nearest cent. Each
outstanding stock option under the West One Stock Plans will, pursuant to the
terms of the related option agreements, automatically become vested and fully
exercisable upon consummation of the Merger. The duration and other terms of
each U. S. Bancorp option shall otherwise be substantially the same as the
related West One option.

NASDAQ NATIONAL MARKET SYSTEM TRADING

It is a condition to the consummation of the Merger that shares of U. S.
Bancorp Common Stock issuable pursuant to the Merger be authorized for listing
on the NASDAQ National Market System subject to official notice of issuance.

EXPENSES

The Merger Agreement provides that U. S. Bancorp and West One will each pay
its own expenses in connection with the Merger and the transactions contemplated
thereby, provided that U. S. Bancorp and West One will divide equally all
printing costs, filing fees and registration fees in connection with the
Registration Statement and this Proxy Statement/Prospectus.

DIVIDENDS

The Merger Agreement provides that U. S. Bancorp and West One will
coordinate the declaration and payment of dividends in respect of U. S. Bancorp
Common Stock and West One Common Stock so that holders thereof will not receive
two dividends for a single quarter or fail to receive one dividend which they
would otherwise receive in the absence of the Merger. Dividends on the U. S.
Bancorp Preferred Stock will be payable in accordance with its terms.

RESALES OF U. S. BANCORP COMMON STOCK RECEIVED IN THE MERGER

The U. S. Bancorp Common Stock issued pursuant to the Merger will be freely
transferable under the Securities Act, except for shares issued to any West One
shareholder who may be deemed to be an affiliate of U. S. Bancorp for purposes
of Rule 144 promulgated under the Securities Act ("Rule 144") or an affiliate of
West One for purposes of Rule 145 promulgated under the Securities Act ("Rule
145") (each an "Affiliate"). Affiliates will include persons (generally
executive officers, directors and ten percent shareholders) who control, are
controlled by, or are under common control with (i) U. S. Bancorp or West One at
the time of the West One Meeting or (ii) U. S. Bancorp at or after the Effective
Time.

51
<PAGE> 56

Rules 144 and 145 will restrict the sale of U. S. Bancorp Common Stock
received in the Merger by Affiliates and certain of their family members and
related interests. Generally speaking, during the two years following the
Effective Time, those persons who are Affiliates of West One at the time of the
West One Meeting, provided they are not Affiliates of U. S. Bancorp at or
following the Effective Time, may publicly resell any U. S. Bancorp Common Stock
received by them in the Merger, subject to certain limitations as to, among
other things, the amount of U. S. Bancorp Common Stock sold by them in any
three-month period and as to the manner of sale. After the two-year period, such
Affiliates may resell their shares without such restrictions so long as there is
adequate current public information with respect to U. S. Bancorp as required by
Rule 144. Persons who become Affiliates of U. S. Bancorp prior to, at or after
the Effective Time may publicly resell the U. S. Bancorp Common Stock received
by them in the Merger subject to similar limitations and subject to certain
filing requirements specified in Rule 144.

The ability of Affiliates to resell shares of U. S. Bancorp Common Stock
received in the Merger under Rule 144 or 145 as summarized herein generally will
be subject to U. S. Bancorp's having satisfied its Exchange Act reporting
requirements for specified periods prior to the time of sale. Affiliates also
would be permitted to resell U. S. Bancorp Common Stock received in the Merger
pursuant to an effective registration statement under the Securities Act or
another available exemption from the Securities Act registration requirements.
This Proxy Statement/Prospectus does not cover any resales of U. S. Bancorp
Common Stock received by persons who may be deemed to be Affiliates of U. S.
Bancorp or West One in the Merger.

SEC guidelines regarding qualifying for the pooling-of-interests method of
accounting also limit sales of shares of the acquiring and acquired company by
affiliates of either company in a business combination. SEC guidelines indicate
further that the pooling-of-interests method of accounting will generally not be
challenged on the basis of sales by affiliates of the acquiring or acquired
company if they do not dispose of any of the shares of the corporation they own
or shares of a corporation they receive in connection with a merger during the
period beginning 30 days before the merger and ending when financial results
covering at least 30 days of post-merger operations of the combined entity have
been published.

Each of West One and U. S. Bancorp has agreed in the Merger Agreement to
use its best efforts to cause each person who is an Affiliate (for purposes of
Rule 145 and for purposes of qualifying the Merger for pooling-of-interests
accounting treatment) of such party to deliver to the other party a written
agreement intended to ensure compliance with the Securities Act and preserve the
ability to treat the Merger as a pooling-of-interests.

U. S. Bancorp has agreed in the Merger Agreement to use its best efforts to
publish no later than 90 days after the end of the first month after the
Effective Time in which there are at least 30 days of post-Merger combined
operations, combined sales and net income figures as contemplated by and in
accordance with the terms of the SEC's Accounting Series Release No. 135.

U. S. BANCORP DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

U. S. Bancorp has a Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan provides, in substance, for those shareholders who elect to
participate, that dividends on U. S. Bancorp Common Stock and optional cash
payments of not less than $25 per month, up to a maximum of $6,000 for each
quarter, will be invested in shares of U. S. Bancorp Common Stock. The purchase
price for U. S. Bancorp Common Stock purchased under the Plan is 100% of the
market price. The Plan provides for the payment by U. S. Bancorp of all expenses
with respect to purchases under the Plan. U. S. Bancorp may amend, suspend or
terminate the Plan at any time. After the Effective Time, shareholders of West
One who receive U. S. Bancorp Common Stock in the Merger will have the right to
participate in the Plan.

WEST ONE DISSENTERS' APPRAISAL RIGHTS

If the Merger and the Merger Agreement are approved by the U. S. Bancorp
and West One shareholders and not abandoned or terminated, any holder of West
One Common Stock may, by not voting for approval of the Merger and the Merger
Agreement and by following the procedures set forth in Section 30-1-81 of the
Idaho Act ("Section 30-1-81"), be entitled to have such shareholder's shares
appraised and to receive payment of the "fair value" of such shares. The shares
with respect to which shareholders have perfected their

52
<PAGE> 57

demand for appraisal rights in accordance with Section 30-1-81 and have not
effectively withdrawn or lost such rights are referred to in this Proxy
Statement/Prospectus as "dissenting shares."

If the Merger is consummated, dissenting holders of West One Common Stock
may be entitled to have the "fair value" (exclusive of any element of value
arising from the accomplishment or expectation of the Merger) of their shares
("dissenting shares") immediately prior to the Effective Time paid to them by
complying with the provisions of Section 30-1-81.

The following is a brief summary of Section 30-1-81, which sets forth the
procedures for dissenting from the Merger and demanding statutory appraisal
rights. Failure to follow these procedures exactly could result in the loss of
appraisal rights. This summary contains all material information relating to the
rights of West One shareholders to an appraisal of the value of their shares
under Sections 30-1-80 and 30-1-81 of the Idaho Act. This summary does not,
however, restate every provision of Sections 30-1-80 and 30-1-81 of the Idaho
Act, and this summary is qualified in its entirety by reference to Sections
30-1-80 and 30-1-81 of the Idaho Act, the full texts of which are attached
hereto as Appendix 4.

This Proxy Statement/Prospectus constitutes notice to holders of West One
Common Stock concerning the availability of appraisal rights under Section
30-1-81.

Shareholders electing to exercise their appraisal rights under Section
30-1-81 must not vote for the approval of the Merger and the Merger Agreement. A
shareholder who votes for the approval of the Merger and the Merger Agreement
shall not acquire a right to payment for his shares under Sections 30-1-80 and
30-1-81 of the Idaho Act. However, abstaining from voting or voting against the
Merger and the Merger Agreement is not sufficient notice to West One by a
shareholder that such shareholder is requesting appraisal rights. Rather, a
shareholder wishing to assert dissenters' appraisal rights must give express
notice, separate and distinct from the act of abstaining from voting or voting
against the Merger and Merger Agreement, to West One that such shareholder is
demanding his or her statutory appraisal rights, as provided in Sections 30-1-80
and 30-1-81 of the Idaho Act.

A demand for dissenters' appraisal rights must be executed by or for the
shareholder of record fully and correctly, as such shareholder's name appears on
the share certificate. A beneficial owner of shares that is not the record owner
may assert his or her appraisal rights with respect to shares held on his or her
behalf if he or she submits to West One at or before the assertion of his or her
appraisal rights a written consent of the record holders. A record owner, such
as a broker, who holds West One Common Stock for others may assert dissenters'
appraisal rights to the shares for all or less than all the beneficial owners of
shares as to which he or she is record owner. In such case such record owner
must demand dissenters' appraisal rights with respect to all shares beneficially
owned by one person and disclose the name and address of the person on whose
behalf he or she dissents.

If the Merger or the Merger Agreement are approved by the required vote at
the West One Meeting, West One (or, if applicable, the surviving corporation)
shall mail a further notice (the "Notice") to the shareholders who refrained
from voting in favor of the Merger Agreement. The Notice shall: (a) state where
and when a demand for payment must be sent and stock certificates must be
deposited in order to obtain payment (such date cannot be less than 30 days from
the mailing of the Notice); (b) inform holders of uncertificated shares to what
extent transfer of shares will be restricted from the time that demand for
payment is received; (c) supply a form for demanding payment which includes a
request for certification of the date on which the shareholder or the person on
whose behalf the shareholder dissents, acquired beneficial ownership of the
shares; and (d) be accompanied by a copy of Sections 30-1-80 and 30-1-81 of the
Idaho Act.

A West One shareholder who fails to demand payment, or deposit
certificates, as required by the Notice shall have no rights under Section
30-1-80 or Section 30-1-81 of the Idaho Act to receive payment for his or her
shares.

Upon consummation of the Merger, or upon receipt of demand for payment if
the Merger has already been consummated, the surviving corporation shall remit
to dissenters who have made demand and have deposited their certificates, the
amount which the surviving corporation estimates to be the "fair value" of such
shares, with interest if any has accrued. The remittance shall be accompanied by
certain financial information regarding West One, a statement of the surviving
corporation's estimate of the fair value of the shares and a notice of the
dissenter's right to demand supplemental payment for his or her shares.

53
<PAGE> 58

If within 60 days after the date set forth in the Notice for demanding
payment and depositing share certificates, the Merger is not consummated and the
surviving corporation has not paid the shareholder for his or her shares as
provided for above, the shareholder shall retain all rights of a shareholder
until such rights are modified by the consummation of the Merger.

In the event the surviving corporation fails to remit payment as required,
or if the dissenter believes that the amount remitted is less than the fair
market value of his or her shares, or that the interest is not correctly
determined, the dissenter may send the surviving corporation his or her own
estimate of the fair value of the shares or of the interest and demand payment
of the deficiency. If the dissenter does not file such an estimate within 30
days after the mailing of the remittance by the surviving corporation, the
dissenter shall be entitled to no more than the amount remitted. Within 60 days
after receiving a demand for payment, if any such demand for payment remains
unsettled, the surviving corporation shall file in the district court in Ada
County, Idaho, a petition requesting that the fair value of the shares and
interest thereon be determined by the court.

All dissenters, wherever residing, whose demands have not been settled will
be made parties to such proceeding as in an action against their shares. A copy
of the petition will be served on each such dissenter. The court shall have
plenary and exclusive jurisdiction to determine the fair value of dissenters'
shares. The court may appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value of the shares.
All dissenters who are made parties to such action will be entitled to judgment
for the amount by which the fair value of their shares is found to exceed the
amount previously remitted, together with interest. Sections 30-1-80 and 30-1-81
of the Idaho Act do not set forth a specific method by which the court is to
determine the fair value of the shares and West One and U. S. Bancorp are aware
of no reported opinions of Idaho courts setting forth the method by which a
court will determine the fair value of shares. Such value may be more than, less
than or equal to the consideration offered to shareholders of West One in
connection with the Merger.

If the surviving corporation fails to file a petition within 60 days after
receiving a demand for payment, each dissenter who made a demand and who has not
already settled his or her claim against the surviving corporation will be paid
by the surviving corporation the amount demanded by him or her, together with
interest.

In the event that the dissenter was not the beneficial owner with respect
to shares as to which he or she demanded appraisal rights on the date of the
first announcement of the Merger, then the surviving corporation will not be
required to remit the fair value of the shares as outlined above. Instead, the
surviving corporation must only provide the dissenter its estimate of the fair
value of the shares, state the rate of interest to be used, and offer to pay the
resulting amounts on receiving the dissenter's agreement to accept them in full
satisfaction. If the dissenting shareholder rejects the offer, the dissenter
must commence the complete procedure outlined in the paragraphs above, which
begins with the dissenter first providing the surviving corporation his or her
own estimate of the value of the shares within 30 days of the surviving
corporation mailing its offer. If the dissenter fails to do so he shall be
entitled to no more than the amount offered by the surviving corporation.

The costs and expenses associated with the proceeding for determining the
fair value of the dissenting shares will be determined, if necessary, by the
court and assessed against the surviving corporation. The court may assess costs
and expenses against the dissenters if it deems the action brought by such
shareholders to be arbitrary or not in good faith. Similarly, fees and expenses
of counsel and experts for the respective parties will be assessed, if
necessary, as the court deems equitable, based upon the actions of the surviving
corporation in complying with Section 30-1-81 and the good faith, or lack
thereof, of the dissenting shareholders. Finally, if the court determines that
services of counsel for any dissenter were of substantial benefit to other
dissenters, it may award counsel reasonable fees paid from the amounts awarded
to the dissenters who were benefited.

54
<PAGE> 59

BOARD OF DIRECTORS, MANAGEMENT AND BUSINESS OPERATIONS
OF U. S. BANCORP FOLLOWING THE MERGER

BOARD OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS

Beginning the Effective Time, the U. S. Bancorp Board will consist of not
more than 12 persons, including the persons who are then directors of U. S.
Bancorp (presently Gerry B. Cameron, Carolyn Silva Chambers, Franklin G. Drake,
Robert L. Dryden, Joshua Green III, Paul A. Redmond, N. Stewart Rogers, and
Benjamin R. Whiteley), Daniel R. Nelson, and three persons designated by the
West One Board who are presently members of the West One Board (Harry Bettis,
John B. Fery, and Allen T. Noble). Directors of U. S. Bancorp at the Effective
Time will serve until the U. S. Bancorp annual shareholders meeting in 1996 and
until their successors are duly elected and qualified. Additional information
regarding the foregoing persons is incorporated by reference from U. S.
Bancorp's and West One's respective proxy statements for their 1995 annual
meetings of shareholders into their respective Annual Reports on Form 10-K for
the year ended December 31, 1994, which are incorporated herein by reference.
See "AVAILABLE INFORMATION" and "INFORMATION INCORPORATED BY REFERENCE."

It is expected that Gerry B. Cameron will continue as Chairman and Chief
Executive Officer of U. S. Bancorp following the Effective Time, while Daniel R.
Nelson, presently West One's Chairman and Chief Executive Officer, will become
President and Chief Operating Officer of U. S. Bancorp. The parties have
announced that, following Mr. Cameron's retirement expected at the end of 1998,
Mr. Nelson is anticipated to succeed Mr. Cameron as Chairman and Chief Executive
Officer of U. S. Bancorp.

Certain other executives of West One have entered into employment
agreements providing for specified positions with U. S. Bancorp following the
Effective Time. See "INTERESTS OF CERTAIN PERSONS IN THE MERGER -- New
Employment Agreements." From time to time prior to consummation of the Merger,
additional decisions may be made with respect to the management and operations
of U. S. Bancorp following the Merger, including the selection of executive
officers of U. S. Bancorp.

BUSINESS OPERATIONS

Following the Merger, U. S. Bancorp intends to combine the operations of
and, subject to required regulatory approvals, to merge certain of the
subsidiary banks of U. S. Bancorp and West One and to integrate and consolidate
the business and operations of certain other U. S. Bancorp and West One
subsidiaries which provide similar services. As of the date of this Proxy
Statement/Prospectus, no final determination with respect to such matters had
been made.

While no assurance can be given and projections have an inherent element of
unpredictability, U. S. Bancorp and West One currently expect, based on
information known at this time, to achieve annual cost savings of approximately
$84 million (pre-tax) by 1997. This amount is the aggregate of estimates of the
combined savings to be achieved by the various business units and support groups
of the combined entity. These estimates were derived from discussions between
the parties concerning the combination which resulted in certain assumptions
about where redundancies would be found in the combined entity and to what
degree elimination of such redundancies could be effected. Detailed business
plans are being developed in conjunction with the merger integration plan to
further define how such cost savings are to be achieved, the timing of such
savings and a more precise breakdown of which costs will be reduced.

The $84 million in cost savings are currently expected to be realized
primarily through staff reductions resulting in $36 million in savings, the
consolidation of certain systems and back office support functions for savings
of $18 million and the elimination, consolidation or sale of certain branches
and administrative functions for an additional $30 million in savings.

The extent to which cost savings will be achieved is dependent upon various
factors, a number of which are beyond the control of U. S. Bancorp and West One,
including the regulatory environment, economic conditions, unanticipated changes
in business conditions, and inflation. Therefore, no assurances can be given

55
<PAGE> 60

with respect to the ultimate level and composition of cost savings to be
realized, or that such savings will be realized in the time-frame currently
anticipated.

Merger related expenses currently estimated at $60 million after-tax will
be taken during the fourth quarter of 1995 for primarily employee severance,
including payments to retain certain employees through their agreed upon
termination dates, costs to eliminate redundant computer systems, administrative
functions, premises, furniture and equipment, and professional fees.

In addition, as described above in "THE MERGER -- Regulatory Approvals
Required for the Merger," certain regulatory agencies may seek the divestiture
of certain assets and liabilities of the combined company following the Merger.
However, as of the date of this Proxy Statement/Prospectus neither U. S. Bancorp
nor West One can predict with any assurance what the aggregate amount of any
such divestitures may be. While divestitures may affect certain pro forma
combined financial statement amounts, merger and restructuring costs, cost
savings and revenues, U. S. Bancorp believes that the aggregate amount and
financial impact of divestitures will not be material to the business,
operations or financial condition of the combined institution and its
subsidiaries, taken as a whole. See "UNAUDITED PRO FORMA CONDENSED FINANCIAL
STATEMENTS."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of the West One and U. S. Bancorp Boards of Directors and
management may be deemed to have certain interests in the Merger that are in
addition to their interests generally as shareholders of West One or U. S.
Bancorp, as the case may be. The West One Board and the U. S. Bancorp Board were
aware of these interests and considered them, among other matters, in approving
the Merger Agreement and the transactions contemplated thereby.

APPROVAL AND ADOPTION OF THE MERGER AGREEMENT BY THE WEST ONE SHAREHOLDERS
WILL ALSO CONSTITUTE APPROVAL OF THE FOLLOWING BENEFITS TO BE RECEIVED BY WEST
ONE DIRECTORS, EXECUTIVE OFFICERS AND OTHER EMPLOYEES.

DIRECTORS AND OFFICERS

The Merger Agreement provides that, from and after the Effective Time, the
U. S. Bancorp Board shall consist of not more than 12 directors, including the
U. S. Bancorp directors then in office (presently Gerry B. Cameron, Carolyn
Silva Chambers, Franklin G. Drake, Robert L. Dryden, Joshua Green III, Paul A.
Redmond, N. Stewart Rogers and Benjamin R. Whiteley), Daniel R. Nelson, and
three persons designated by the West One Board. The West One Board has
designated Harry Bettis, John B. Fery and Allen T. Noble, each of whom is
presently a West One director. See "BOARD OF DIRECTORS, MANAGEMENT, AND BUSINESS
OPERATIONS OF U. S. BANCORP FOLLOWING THE MERGER -- Board of Directors and
Certain Executive Officers."

NEW EMPLOYMENT AGREEMENTS

Concurrently with the execution of the Merger Agreement, West One has
entered into employment and severance agreements (the "Employment Agreements")
with twelve West One executives including Daniel R. Nelson, D. Michael Jones,
Robert J. Lane, Scott M. Hayes, Dwight V. Board and Don I. Sauer. U. S. Bancorp
is an additional party to the Employment Agreements with Messrs. Nelson, Lane,
Hayes, Board and Sauer and will become bound by all the Employment Agreements as
of the Effective Time. The Employment Agreements will become effective at the
Effective Time or if the executive's employment is terminated in connection with
the Merger. The Employment Agreements will supersede any existing employment or
severance agreement between West One and the corresponding executive. See
"-- Existing West One Employment Agreements." In the event, and only in the
event, an executive's employment were terminated under the circumstances
hereinafter described, each executive would be entitled to receive a lump sum
cash payment (a "Termination Payment"). The factors that provide the basis for
calculating a Termination Payment vary over time, and consequently a sum certain
for a Termination Payment could be determined only as of the specific date upon
which any such payment were made. If Termination Payments were made as of the
Effective Time, the total of such payments to Messrs. Nelson, Jones, Lane,
Hayes, Board and Sauer would

56
<PAGE> 61

be $3,466,203, $907,138, $2,008,964, $1,406,055, $950,231 and $1,160,565,
respectively. West One executives that are not terminated in the manner
hereinafter described will not be entitled to receive any Termination Payment
under the Employment Agreements.

Each Employment Agreement provides for a monthly salary equal to or greater
than the highest monthly base salary paid by West One to the executive during
the year preceding the Effective Date, an annual bonus opportunity, and
participation in applicable employee benefit plans on a level commensurate with
that of similarly situated executives. Such monthly base salary is subject to
ordinary course increases, the amount, if any, of which has not yet been
determined. Subject to their terms, the Employment Agreements provide that Mr.
Nelson will serve as President and Chief Operating Officer of U. S. Bancorp
until the earlier of January 15, 1999, and the date that he becomes Chief
Executive Officer of U. S. Bancorp. Also, the Employment Agreements provide that
for three years following the Effective Time, Mr. Lane will serve as Chief
Executive Officer of what is now West One Bank, Idaho, Mr. Sauer will serve as
Chief Executive Officer of the Utah bank, Mr. Board will serve as General
Counsel of U. S. Bancorp (in connection with Robert D. Geddes' planned
retirement from that position), and Mr. Hayes will become Executive Vice
President of U. S. Bancorp in charge of transition. Additional information
regarding the foregoing persons is incorporated by reference from West One's
proxy statement for its 1995 annual meeting of shareholders into its Annual
Report on Form 10-K for the year ended December 31, 1994, which is incorporated
herein by reference. See "AVAILABLE INFORMATION" and "INFORMATION INCORPORATED
BY REFERENCE."

With respect to the other seven West One executives who are parties to
Employment Agreements, including D. Michael Jones, each agreement provides that,
during the two-year period commencing at the Effective Time, the executive's
position, authority, duties and responsibilities will be at least commensurate
in all material respects with the most significant of those held during the 120
days preceding the Effective Time.

In the event an executive covered by an Employment Agreement (i) is
involuntarily terminated by West One in connection with the Merger or by U. S.
Bancorp within the three years following the Effective Date for any reason other
than death, disability, or cause, as defined below, (ii) voluntarily terminates
his or her employment within 30 days following the first anniversary of the
Effective Date or (iii) terminates his or her employment for good reason (as
defined below), the executive is entitled to receive a lump sum cash payment
consisting of (A) the executive's base salary through the termination date, (B)
a proportionate bonus through the termination date based upon the executive's
Recent Bonus, (C) the product of (x) three, in the case of Messrs. Nelson, Lane,
Hayes, Board and Sauer, and (y) two, in the case of the other seven executives,
and the sum of the executive's base salary and the Recent Bonus, (D) unpaid
deferred compensation and vacation pay, and (E) certain other benefits. The
above amounts are subject to upward adjustment such that after the payment of
all applicable income and excise taxes, the executive will be in the same
after-tax position as if no federal excise taxes under Section 4999 of the Code
had been imposed with respect to any payment or distribution to or for the
benefit of the executive, including in connection with the acceleration of West
One stock options.

"Good reason," for purposes of the Employment Agreements, means the
diminution of responsibilities, assignment to inappropriate duties, breach of
the compensation provisions by U. S. Bancorp, transfer more than 35 miles,
purported termination of the agreement by U. S. Bancorp other than in accordance
with its terms, or failure to require any successor to U. S. Bancorp to comply
with the agreement. With respect to Mr. Nelson, "good reason" also includes
failure to be appointed Chief Executive Officer of U. S. Bancorp on or prior to
January 1, 1999. "Cause" includes the continued failure of the executive to
perform his or her duties, the willful engaging by the executive in illegal
conduct or gross misconduct materially injurious to U. S. Bancorp, certain
criminal convictions, or breach of certain confidentiality provisions.

EXISTING WEST ONE EMPLOYMENT AGREEMENTS

Beginning in December 1987, West One entered into agreements with certain
of its key employees, including all but two of the twelve executives referred to
under "-- New Employment Agreements," which provide for severance compensation
to such employees in the event their employment with West One is

57
<PAGE> 62

terminated subsequent to a change in control (as defined therein) of West One
under the circumstances set forth in the agreements. Consummation of the Merger
will constitute a change in control for purposes of the agreements. Pursuant to
the agreements, the employees agreed to remain in West One's employ following a
tender offer or exchange offer for more than 30 percent of the combined voting
power of West One's voting securities until such offer has been abandoned or
terminated or a change in control has occurred and unless West One reduces the
employee's compensation.

Under the agreements, if, within 24 months following a change in control,
the employee's employment with West One is terminated without cause (as defined)
or by the employee with good reason (as defined), then West One shall pay to the
employee, upon demand, his full base salary through the date of termination at
the rate in effect on the date the change in control occurred, plus an amount
equal to 1.5 times the sum of (i) his annual base salary at the above-specified
rate and (ii) the average annual incentive compensation (if any) paid or accrued
to his benefit in respect of the two fiscal years prior to the fiscal year in
which the change in control occurs. The amount thus payable is subject to upward
adjustment in the event that any compensation or benefits received by the
employee in connection with a change in control of West One or termination of
employment thereafter are subject to certain federal excise taxes, such that the
net amount retained by the employee is the same as if such taxes had not been
applicable.

The agreements further provide for the continuation of all noncash employee
benefit plans and arrangements, with certain exceptions, for a period of one
year following termination of employment after a change in control except by
death, by West One for cause or disability, or by the employee other than for
good reason. The employee is also entitled to be reimbursed for any reasonable
legal fees and expenses he may incur in enforcing his rights under the
agreement.

As of December 31, 1994, each agreement then in effect was extended until
December 31, 1995, with automatic annual extensions thereafter unless West One
or the employee gives notice that the agreement shall not be extended. In the
event of a change in control while the agreements are in effect, the agreements
shall also be automatically extended for 24 months from the date the change in
control occurs. The agreements will generally terminate upon termination of
employment prior to a change in control of West One. With respect to the
executives who have become parties to the Employment Agreements, the foregoing
agreements will terminate and be of no further effect at the Effective Time.

WEST ONE STOCK OPTIONS

Under the original terms of option agreements entered into pursuant to the
West One Stock Plans, all outstanding stock options, whether or not vested, will
automatically become fully vested and exercisable upon a change in control (as
defined therein). The consummation of the Merger will constitute a change in
control for purposes of such agreements. Additionally, pursuant to the Merger
Agreement, each stock option granted under the West One Stock Plans which is
outstanding and unexercised immediately prior to the Effective Time will be
converted at the Effective Time into, and will become, a stock option to
purchase U. S. Bancorp Common Stock and will continue to be governed by the
terms of the West One Stock Plans which will be assumed by U. S. Bancorp. See
"THE MERGER -- Employee Benefits and Plans." Additional information concerning
options granted to executive officers under the West One Stock Plans is
incorporated by reference to West One's Annual Report on Form 10-K for the year
ended December 31, 1994, which is incorporated herein by reference. See
"INFORMATION INCORPORATED BY REFERENCE."

WEST ONE PREMIER LIFE INSURANCE PLAN

Pursuant to the Merger Agreement, U. S. Bancorp has agreed to maintain in
effect the benefits provided as of the date of the Merger Agreement under the
West One Premier Life Insurance Plan (the "Life Insurance Plan") to West One
employees participating therein, including the twelve executives who are parties
to Employment Agreements. Pursuant to the Life Insurance Plan, West One pays the
premiums for whole life insurance policies, except the premiums associated with
the term life insurance component of such policies. The participant owns the
policy and has the right to name the beneficiaries thereunder. The proceeds of
the policies are assigned to West One to the extent necessary to reimburse West
One for the premiums

58
<PAGE> 63

paid, without interest, generally at the executive's retirement or the 16th
policy year, whichever is later. If a participant's employment is terminated
after a change in control of West One, including consummation of the Merger, the
obligation to pay the premiums as described above continues until the 16th
policy year.

INDEMNIFICATION OF WEST ONE OFFICERS AND DIRECTORS

The Merger Agreement provides that, in the event of any threatened or
actual claim or proceeding in which any person who is or has been a director,
officer, or employee of West One, its subsidiaries, or any of their predecessors
(the "Indemnified Parties") is, or is threatened to be, made a party based in
whole or in part on, or pertaining to (i) the fact that such person was a
director or officer of West One, its subsidiaries, or any of their predecessors
or (ii) the Merger Agreement, the Option Agreements, or the transactions
contemplated thereby, U. S. Bancorp will, subject to the conditions set forth in
the Merger Agreement, indemnify such person to the fullest extent permitted by
law against any liability or expense incurred in connection with any such claim
or proceeding. The Merger Agreement provides that U. S. Bancorp's obligation to
indemnify any Indemnified Party will continue for a period of six years
following the Effective Time provided that rights to indemnification in respect
of any claim asserted or made within such period will continue until final
disposition of such claim. The Merger Agreement further provides that U. S.
Bancorp will, subject to the conditions set forth in the Merger Agreement, use
its best efforts to cause the persons serving as officers and directors of West
One immediately prior to the Merger to be covered for a period of six years
following the Effective Time by U. S. Bancorp's directors and officers liability
insurance policy (or any equivalent substitute therefor), provided that U. S.
Bancorp will not be required to expend more than 200 percent of the current
amount expended by West One to procure such insurance.

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following pro forma financial data as of June 30, 1995, and for the
six-month period ended June 30, 1995, and for each of the years in the
three-year period ended December 31, 1994, give the pro forma effect of the
proposed Merger of West One and U. S. Bancorp on a pooling-of-interests
accounting basis. The pro forma financial data are based upon the assumption
that the Merger had been effective during all the periods presented. The pro
forma financial data should be read in conjunction with the accompanying
financial information with respect to U. S. Bancorp and West One and the
financial information incorporated by reference in this Proxy
Statement/Prospectus. See "INFORMATION INCORPORATED BY REFERENCE." The following
anticipated events have not been included in the pro forma condensed financial
statements:

1. In accordance with its previous plans, West One has called for
redemption its 7 3/4% Convertible Subordinated Debentures Due 2006 with an
aggregate principal amount of approximately $42 million. At June 30, 1995, West
One held approximately 2.3 million treasury shares which it had repurchased in
the open market in order to provide the shares required for anticipated
conversions of the Convertible Debentures.

2. Management intends to complete a more detailed analysis of the credit
risks inherent in the integration and management of the loan portfolio
subsequent to the Merger. Until such study has been completed, the extent of any
increase in the allowance for credit losses cannot be quantified. However,
management believes the analysis will not result in an increase in the allowance
in excess of $15 million. Such potential increase in the allowance is not
included in the pro forma condensed financial statements.

3. As indicated under "THE MERGER -- Regulatory Approvals Required for the
Merger," U. S. Bancorp and West One expect that the Federal Reserve Board or the
Justice Department will request that U. S. Bancorp and/or West One divest
certain operations in order to alleviate what such agency believes would
otherwise be an adverse competitive effect. While any potential divestitures may
affect certain pro forma combined financial statement amounts, merger and
restructuring costs, cost savings, and revenues, based on divestitures required
in recent comparable transactions, the aggregate amount and financial impact of
divestitures is not expected to be material to the business, operations or
financial condition of the combined institution and its subsidiaries, taken as a
whole.

4. The positive effects of potential cost savings which may be achieved
subsequent to the Merger have not been reflected in the pro forma condensed
financial statements.

59
<PAGE> 64

U. S. BANCORP AND SUBSIDIARIES

PRO FORMA CONDENSED BALANCE SHEET

JUNE 30, 1995
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
U. S. BANCORP WEST ONE ADJUSTMENTS COMBINED
------------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks................. $ 1,476,674 $ 529,144 $ $ 2,005,818
Federal funds sold, security resell
agreements and other short-term
investments........................... 129,983 179,922 309,905
Trading account securities.............. 140,368 6,462 146,830
Loans held for sale..................... 66,452 46,065 112,517
Securities available for sale, at fair
value (cost: $1,064,232; $1,158,891;
$2,223,123)........................... 1,078,798 1,163,333 2,242,131
Securities held to maturity, at
amortized cost (fair value:
$1,240,405; $612,979; $1,853,384)..... 1,265,551 600,655 1,866,206
Loans and lease financing, net of
unearned income....................... 15,956,600 6,372,672 22,329,272
Allowance for credit losses............. (313,274) (83,038) (396,312)
----------- ---------- --------- -----------
Net loans and lease financing........... 15,643,326 6,289,634 21,932,960
Other assets............................ 1,548,706 340,898 1,889,604
----------- ---------- --------- -----------
$21,349,858 $9,156,113 $ -- $30,505,971
=========== ========== ========= ===========
LIABILITIES
Deposits:
Noninterest-bearing deposits............ $ 3,901,749 $1,353,015 $ $ 5,254,764
Interest-bearing deposits............... 11,074,363 5,508,901 16,583,264
----------- ---------- --------- -----------
Total deposits..................... 14,976,112 6,861,916 -- 21,838,028
Federal funds purchased and security
repurchase agreements................. 1,898,211 516,254 2,414,465
Commercial paper and other short-term
borrowings............................ 944,371 674,996 1,619,367
Long-term debt.......................... 890,338 321,970 1,212,308
Other liabilities....................... 747,657 88,816 60,000 (D) 896,473
----------- ---------- --------- -----------
Total liabilities.................. 19,456,689 8,463,952 60,000 27,980,641
----------- ---------- --------- -----------
SHAREHOLDERS' EQUITY
Preferred stock......................... 150,000 -- 150,000
Common stock............................ 491,118 36,888 217,560 (B) 745,566
Capital surplus......................... 351,445 324,633 (294,931)(B) 381,147
Retained earnings....................... 892,677 405,330 (60,000)(D) 1,238,007
Net unrealized gain on securities
available for sale, net of tax........ 7,929 2,681 10,610
Treasury stock, at cost................. -- (77,371) 77,371 (B) --
----------- ---------- --------- -----------
Total shareholders' equity......... 1,893,169 692,161 (60,000) 2,525,330
----------- ---------- --------- -----------
$21,349,858 $9,156,113 $ -- $30,505,971
=========== ========== ========= ===========
</TABLE>

See Accompanying Notes to Pro Forma Condensed Financial Statements.

60
<PAGE> 65

U. S. BANCORP AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
U. S. BANCORP WEST ONE(A) ADJUSTMENTS COMBINED
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, lease financing and loans held for sale,
including fees.......................................... $739,585 $296,179 $ $1,035,764
Securities................................................ 76,001 50,157 126,158
Trading account securities................................ 4,722 152 4,874
Interest-bearing deposits and short-term investments...... 4,364 2,546 6,910
-------- -------- ------ ----------
Total interest income................................... 824,672 349,034 -- 1,173,706
-------- -------- ------ ----------
INTEREST EXPENSE
Deposits.................................................. 217,022 122,694 339,716
Short-term borrowings..................................... 84,274 21,987 106,261
Long-term debt............................................ 30,778 9,728 40,506
-------- -------- ------ ----------
Total interest expense.................................. 332,074 154,409 -- 486,483
-------- -------- ------ ----------
NET INTEREST INCOME....................................... 492,598 194,625 -- 687,223
Provision for credit losses............................... 42,265 6,470 48,735
-------- -------- ------ ----------
Net interest income after provision for credit losses..... 450,333 188,155 -- 638,488
NONINTEREST REVENUES
Service charges on deposit accounts....................... 75,623 20,439 96,062
Bank card revenue, net.................................... 29,614 6,075 35,689
Trust and investment management........................... 26,263 7,497 33,760
Exchange fees............................................. 16,743 5,893 22,636
Mortgage banking income, net.............................. 3,485 6,415 9,900
Other operating revenue................................... 54,729 10,846 65,575
Equity investment income.................................. 475 -- 475
Securities gains (losses)................................. 1,690 (148) 1,542
-------- -------- ------ ----------
Total noninterest revenues.............................. 208,622 57,017 -- 265,639
NONINTEREST EXPENSES
Employee compensation and benefits........................ 208,484 91,355 299,839
Net occupancy expense..................................... 31,893 10,745 42,638
Equipment rentals, depreciation and maintenance........... 48,328 11,102 59,430
Regulatory agency fees.................................... 19,346 8,233 27,579
Other operating expense................................... 139,698 42,470 182,168
-------- -------- ------ ----------
Total noninterest expenses.............................. 447,749 163,905 -- 611,654
-------- -------- ------ ----------
Income before income taxes................................ 211,206 81,267 -- 292,473
Provision for income taxes................................ 74,685 24,251 98,936
-------- -------- ------ ----------
Net income................................................ $136,521 $ 57,016 $ -- $ 193,537
======== ======== ====== ==========
Average shares outstanding:
U.S. Bancorp............................................ 98,179
West One
Primary............................................. 36,830
Fully Diluted....................................... 39,516
Pro Forma............................................... 152,319
Earnings per common share:
U.S. Bancorp............................................ $1.33
West One
Primary............................................. $1.55
Fully diluted....................................... 1.47
Pro Forma............................................... $1.23(C)
</TABLE>

See Accompanying Notes to Pro Forma Condensed Financial Statements.

61
<PAGE> 66

U. S. BANCORP AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
U. S. BANCORP WEST ONE(A) ADJUSTMENTS COMBINED
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, lease financing and loans held for sale,
including fees.......................................... $1,283,092 $498,241 $ $1,781,333
Securities................................................ 175,150 88,015 263,165
Trading account securities................................ 8,931 93 9,024
Interest-bearing deposits and short-term investments...... 12,912 2,907 15,819
---------- -------- ------ ----------
Total interest income................................... 1,480,085 589,256 -- 2,069,341
---------- -------- ------ ----------
INTEREST EXPENSE
Deposits.................................................. 344,194 179,639 523,833
Short-term borrowings..................................... 102,997 32,575 135,572
Long-term debt............................................ 70,736 9,147 79,883
---------- -------- ------ ----------
Total interest expense.................................. 517,927 221,361 -- 739,288
---------- -------- ------ ----------
NET INTEREST INCOME....................................... 962,158 367,895 -- 1,330,053
Provision for credit losses............................... 106,868 13,278 120,146
---------- -------- ------ ----------
Net interest income after provision for credit losses..... 855,290 354,617 -- 1,209,907
NONINTEREST REVENUES
Service charges on deposit accounts....................... 151,990 39,536 191,526
Bank card revenue, net.................................... 61,172 11,486 72,658
Trust and investment management........................... 51,082 14,201 65,283
Exchange fees............................................. 31,545 7,502 39,047
Mortgage banking income, net.............................. 17,308 9,651 26,959
Credit reporting revenue.................................. 13,204 -- 13,204
Other operating revenue................................... 80,511 22,630 103,141
Equity investment income (loss)........................... (5,429) -- (5,429)
Securities gains (losses)................................. (8,145) (1,067) (9,212)
Gain on sale of operations and loans...................... 62,883 -- 62,883
---------- -------- ------ ----------
Total noninterest revenues.............................. 456,121 103,939 -- 560,060
NONINTEREST EXPENSES
Employee compensation and benefits........................ 475,323 171,833 647,156
Net occupancy expense..................................... 67,121 20,604 87,725
Equipment rentals, depreciation and maintenance........... 107,554 21,942 129,496
Regulatory agency fees.................................... 39,635 14,887 54,522
Restructure charge........................................ 100,000 -- 100,000
Other operating expense................................... 305,682 82,189 387,871
---------- -------- ------ ----------
Total noninterest expenses.............................. 1,095,315 311,455 -- 1,406,770
---------- -------- ------ ----------
Income before income taxes................................ 216,096 147,101 -- 363,197
Provision for income taxes................................ 64,601 43,930 108,531
---------- -------- ------ ----------
Net income................................................ $ 151,495 $103,171 $ -- $ 254,666
========== ======== ====== ==========
Average shares outstanding:
U. S. Bancorp........................................... 99,448
West One
Primary............................................... 35,812
Fully diluted......................................... 38,497
Pro Forma............................................... 152,091
Earnings per common share:
U. S. Bancorp........................................... $1.40
West One
Primary............................................. $2.88
Fully diluted....................................... 2.74
Pro Forma............................................... $1.59(C)
</TABLE>

See Accompanying Notes to Pro Forma Condensed Financial Statements.

62
<PAGE> 67

U. S. BANCORP AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
U. S. BANCORP WEST ONE(A) ADJUSTMENTS COMBINED
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, lease financing and loans held for sale,
including fees....................................... $1,212,461 $429,660 $ $1,642,121
Securities............................................. 202,560 93,404 295,964
Trading account securities............................. 8,607 107 8,714
Interest-bearing deposits and short-term investments... 10,068 1,264 11,332
---------- -------- ------ ----------
Total interest income................................ 1,433,696 524,435 -- 1,958,131
---------- -------- ------ ----------
INTEREST EXPENSE
Deposits............................................... 365,791 160,076 525,867
Short-term borrowings.................................. 58,934 25,135 84,069
Long-term debt......................................... 80,860 8,224 89,084
---------- -------- ------ ----------
Total interest expense............................... 505,585 193,435 -- 699,020
---------- -------- ------ ----------
NET INTEREST INCOME.................................... 928,111 331,000 -- 1,259,111
Provision for credit losses............................ 92,851 13,383 106,234
---------- -------- ------ ----------
Net interest income after provision for credit
losses............................................... 835,260 317,617 -- 1,152,877
NONINTEREST REVENUES
Service charges on deposit accounts.................... 134,668 36,588 171,256
Bank card revenue, net................................. 59,122 9,719 68,841
Trust and investment management........................ 48,678 13,627 62,305
Exchange fees.......................................... 28,051 6,383 34,434
Mortgage banking income, net........................... 28,786 8,718 37,504
Credit reporting revenue............................... 33,984 -- 33,984
Other operating revenue................................ 99,389 17,652 117,041
Equity investment income............................... 33,973 -- 33,973
Securities gains (losses).............................. 11 495 506
Gain on sale of mortgage loan servicing rights......... 55,846 -- 55,846
Gain on sale of operations and loans................... 9,311 -- 9,311
---------- -------- ------ ----------
Total noninterest revenues........................... 531,819 93,182 -- 625,001
NONINTEREST EXPENSES
Employee compensation and benefits..................... 495,224 158,684 653,908
Net occupancy expense.................................. 65,931 19,571 85,502
Equipment rentals, depreciation and maintenance........ 90,237 21,725 111,962
Regulatory agency fees................................. 41,335 13,600 54,935
Other operating expense................................ 290,103 76,641 366,744
---------- -------- ------ ----------
Total noninterest expenses........................... 982,830 290,221 -- 1,273,051
---------- -------- ------ ----------
Income before income taxes............................. 384,249 120,578 -- 504,827
Provision for income taxes............................. 126,300 37,391 163,691
---------- -------- ------ ----------
Net income............................................. $ 257,949 $ 83,187 $ -- $ 341,136
========== ======== ====== ==========
Average shares outstanding:
U. S. Bancorp........................................ 99,327
West One
Primary............................................ 33,292
Fully diluted...................................... 35,996
Pro Forma............................................ 148,266
Earnings per common share:
U. S. Bancorp........................................ $2.47
West One
Primary............................................ $2.50
Fully diluted...................................... 2.38
Pro Forma............................................ $2.22(C)
</TABLE>

See Accompanying Notes to Pro Forma Condensed Financial Statements.

63
<PAGE> 68

U. S. BANCORP AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
U. S. BANCORP WEST ONE(A) ADJUSTMENTS COMBINED
-------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, lease financing and loans held for sale,
including fees......................................... $1,302,003 $354,699 $ $1,656,702
Securities............................................... 163,382 87,220 250,602
Trading account securities............................... 9,480 136 9,616
Interest-bearing deposits and short-term investments..... 16,609 8,142 24,751
---------- -------- ------ ----------
Total interest income.................................. 1,491,474 450,197 -- 1,941,671
---------- -------- ------ ----------
INTEREST EXPENSE
Deposits................................................. 448,372 160,138 608,510
Short-term borrowings.................................... 89,524 24,906 114,430
Long-term debt........................................... 93,220 10,046 103,266
---------- -------- ------ ----------
Total interest expense................................. 631,116 195,090 -- 826,206
---------- -------- ------ ----------
NET INTEREST INCOME...................................... 860,358 255,107 -- 1,115,465
Provision for credit losses.............................. 134,454 14,308 148,762
---------- -------- ------ ----------
Net interest income after provision for credit losses.... 725,904 240,799 -- 966,703
NONINTEREST REVENUES
Service charges on deposit accounts...................... 120,102 30,882 150,984
Bank card revenue, net................................... 50,163 6,994 57,157
Trust and investment management.......................... 45,738 11,819 57,557
Exchange fees............................................ 24,333 4,543 28,876
Mortgage banking income, net............................. 57,970 9,748 67,718
Credit reporting revenue................................. 33,315 -- 33,315
Other operating revenue.................................. 86,059 13,899 99,958
Equity investment income................................. 12,928 -- 12,928
Securities gains (losses)................................ 438 1,690 2,128
Gain on sale of mortgage loan servicing rights........... 7,467 -- 7,467
Gain on sale of loans.................................... 4,988 -- 4,988
---------- -------- ------ ----------
Total noninterest revenues............................. 443,501 79,575 -- 523,076
NONINTEREST EXPENSES
Employee compensation and benefits....................... 436,633 122,672 559,305
Net occupancy expense.................................... 55,709 15,255 70,964
Equipment rentals, depreciation and maintenance.......... 73,703 17,174 90,877
Regulatory agency fees................................... 36,095 11,389 47,484
Other operating expense.................................. 266,643 62,557 329,200
---------- -------- ------ ----------
Total noninterest expenses............................. 868,783 229,047 -- 1,097,830
---------- -------- ------ ----------
Income before income taxes............................... 300,622 91,327 -- 391,949
Provision for income taxes............................... 92,548 27,955 120,503
---------- -------- ------ ----------
Income before cumulative effect of accounting changes.... $ 208,074 $ 63,372 $ -- $ 271,446
========== ======== ====== ==========
Average shares outstanding:
U. S. Bancorp.......................................... 98,650
West One
Primary.............................................. 30,343
Fully diluted........................................ 33,126
Pro Forma.............................................. 143,255
Earnings per common share before cumulative effect of
accounting changes:
U. S. Bancorp.......................................... $2.05
West One
Primary.............................................. $2.09
Fully diluted........................................ 1.98
Pro Forma.............................................. $1.86(C)
</TABLE>

See Accompanying Notes to Pro Forma Condensed Financial Statements.

64
<PAGE> 69

NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS

(A) Certain reclassifications have been made to the condensed consolidated
statement of income of West One as discussed below in order to present the
operations of both companies on a consistent basis of accounting for
purposes of the pro forma combined statements (amounts in thousands):

Loan fees and direct loan origination costs in excess of deferred amount
are presented gross as components of interest income, mortgage banking
income and employee compensation and benefits expense as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
SIX MONTHS ENDED ----------------------------
JUNE 30, 1995 1994 1993 1992
---------------- ---- ---- ----
<S> <C> <C> <C> <C>
Increase in:
Loan fees..................... $13,120 $26,270 $27,110 $16,409
Mortgage banking income, net.. 1,491 3,051 2,688 2,239
Employee compensation and
benefits.................... 14,611 29,321 29,798 18,648
</TABLE>

Bank card revenue and expense and mortgage banking income and expense
have been reclassified from other operating revenue and other operating
expense to bank card revenue, net and mortgage banking income, net,
respectively, in noninterest revenues as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
SIX MONTHS ENDED ----------------------------
JUNE 30, 1995 1994 1993 1992
---------------- ---- ---- ----
<S> <C> <C> <C> <C>
Increase in:
Bank card revenue, net.......... $6,075 $11,486 $9,719 $6,994
Mortgage banking income, net.... 4,924 6,600 6,030 7,509
</TABLE>

ATM expenses have been reclassified from other expenses to be shown net
with ATM revenue in other operating revenue as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
SIX MONTHS ENDED -----------------------------
JUNE 30, 1995 1994 1993 1992
---------------- ---- ---- ----
<S> <C> <C> <C> <C>
Decrease in other operating
revenue........................ $681 $1,359 $1,214 $648
</TABLE>

Following the Merger, there may be other reclassifications to conform
certain West One reporting or accounting practices to those of U. S.
Bancorp.

(B) Pooling adjustments to reflect the exchange of 50,889,593 shares of U. S.
Bancorp Common Stock for 34,618,771 shares of West One Common Stock
outstanding at June 30, 1995. At that date, West One also held
approximately 2,269,494 treasury shares in anticipation of issuance
pursuant to the conversion of Convertible Debentures. The Convertible
Debentures were called for redemption in July 1995, and the majority of
holders of Convertible Debentures are expected to exercise their right of
conversion to West One Common Stock during the 1995 third quarter.

(C) Pro forma earnings per share are computed by dividing pro forma net income
less preferred dividends by the historical weighted average number of
shares of U. S. Bancorp Common Stock outstanding for each period, adjusted
to give effect to the new shares assumed to be issued at the beginning of
each period presented. Pro forma earnings per share on a fully diluted
basis is not presented as the dilution is not material.

(D) Merger related expenses currently estimated at $60 million after-tax will
be taken during the fourth quarter of 1995 for primarily employee
severance, including payments to retain certain employees through their
agreed upon termination dates, costs to eliminate redundant computer
systems, administrative functions, premises, furniture and equipment, and
professional fees.

Management plans to reduce the aggregate number of employees by
approximately 1,100 upon completion of the merger integration. The
estimated costs are based upon average costs for similar

65
<PAGE> 70

programs and actual amounts due upon displacement of certain employees and
include severance benefits, outplacement programs, and health benefits
during the severance period.

Management's review of the two companies' computer systems resulted in the
identification of certain hardware and software that will be retired
and/or sold. Management also intends to reduce the number of branches and
offices maintained in accordance with those plans. Furniture and equipment
will be sold or retired. The costs of reducing the number of branches,
offices and related furniture and equipment have been contemplated in the
Merger-related expenses estimate.

Investment adviser fees payable upon consummation of the Merger and
accountant and attorney's professional fees directly attributable to the
Merger will be accrued.

66
<PAGE> 71

COMPARISON OF SHAREHOLDERS' RIGHTS

U. S. Bancorp and West One are incorporated in Oregon and Idaho,
respectively. Shareholders of West One receiving U. S. Bancorp Common Stock in
connection with the Merger, whose rights as shareholders are currently governed
by the Idaho Business Corporation Act ("Idaho law"), West One's articles of
incorporation (the "West One Articles") and West One's bylaws (the "West One
Bylaws") will, upon consummation of the Merger, automatically become
shareholders of U. S. Bancorp, and their rights will be governed by the Oregon
Business Corporation Act ("Oregon law"), U. S. Bancorp's Restated Articles of
Incorporation, as amended (the "U. S. Bancorp Articles") and U. S. Bancorp's
bylaws (the "U. S. Bancorp Bylaws"). The following is a discussion of only those
material similarities and differences between the rights of U. S. Bancorp
shareholders under U. S. Bancorp Articles and Bylaws and Oregon law on the one
hand and West One shareholders under West One Articles and Bylaws and Idaho law
on the other hand. This summary does not purport to be a complete discussion of,
and is qualified in its entirety by reference to, the governing law and the
Articles and Bylaws of each of U. S. Bancorp and West One.

ARTICLES OF INCORPORATION AND BYLAW AMENDMENTS

Both Oregon and Idaho law generally provide that in order for an amendment
to a corporation's articles of incorporation to be adopted, the board of
directors of the corporation must adopt a resolution setting forth the proposed
amendment and directing that it be submitted to a vote at a meeting of
shareholders. However, under Idaho law, a resolution setting forth the proposed
amendment may be submitted directly to a meeting of shareholders by the holders
of not less than one-tenth of all the shares entitled to vote at the meeting.
Under Oregon law, in order for an amendment to a corporation's articles of
incorporation to be adopted, the amendment must be approved by a majority of the
votes entitled to be cast on the amendment by any voting group as to which the
amendment would create dissenters' rights and by every other voting group
entitled to vote on the amendment. Idaho law requires that, except with respect
to an amendment to the articles of incorporation that limits or removes an
existing right of a shareholder to cumulate his votes with respect to the
election of directors, in which case the amendment must receive the affirmative
vote of the holders of at least three-fourths of the shares entitled to vote
thereon, the amendment must receive the affirmative vote of the holders of the
majority of the shares of each class of shares entitled to vote thereon as a
class and of the total shares entitled to vote thereon.

Under Oregon law, a corporation's board of directors may amend or repeal
the corporation's bylaws unless the corporation's articles of incorporation or
Oregon law reserves the power to amend the bylaws exclusively to the
shareholders in whole or in part or the shareholders, in amending or repealing a
particular bylaw, provide expressly that the board of directors may not amend or
repeal that bylaw. The U. S. Bancorp Bylaws provide that they may be changed or
amended by a vote of a majority of the whole number of directors of U. S.
Bancorp. Idaho law provides that the power to alter, amend or repeal the bylaws
or to adopt new bylaws, subject to repeal or change by action of the
shareholders, is vested in the board of directors unless reserved to the
shareholders in the corporation's articles of incorporation. The West One
Articles and the West One Bylaws provide that the West One Bylaws may be amended
by the board of directors, provided that the shareholders may adopt additional
bylaws or amend or repeal bylaws by the affirmative vote of not less than 80
percent of the outstanding shares of capital stock of West One not owned by an
"Interested Person" as defined therein. See "-- Certain Antitakeover
Provisions."

SPECIAL MEETINGS OF SHAREHOLDERS

Oregon law provides that a special meeting of shareholders may be called by
the board of directors or the holders of 10% or more of the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting, or
by such persons as are specified in the articles of incorporation or bylaws. The
U. S. Bancorp Bylaws permit special meetings of shareholders to be called by the
U. S. Bancorp Board, the chief executive officer, any vice chairman or the
president.

Under Idaho law, a special meeting of shareholders may be called by the
board of directors, the holders of at least one-fifth of all shares entitled to
vote at the meeting or such smaller proportion as may be presented in

67
<PAGE> 72

the articles of incorporation or such other persons as may be authorized in the
articles of incorporation or the bylaws. The West One Bylaws provide that
special meetings may be called by the chairman, the chief executive officer, the
president, or the board of directors and by the president at the request of at
least one-fifth of all the outstanding shares of West One entitled to vote at
the meeting.

DIVIDENDS

Under Oregon law, the board of directors of a corporation may authorize and
the corporation may make distributions (including dividends) to shareholders
only if after giving effect to the distribution (i) the corporation would be
able to pay its debts as they become due in the usual course of business and
(ii) the corporation's total assets would at least equal the sum of its total
liabilities plus, unless the corporation's articles of incorporation permit
otherwise, the amount that would be needed if the corporation were to be
dissolved at the time of the distribution to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those
receiving the distribution.

Under Idaho law, the directors of a corporation may from time to time
declare, and the corporation may pay, dividends in cash, property or the
corporation's own shares, except when the corporation is insolvent or when the
declaration or payment of such dividends would render the corporation insolvent
or be contrary to any restrictions contained in the articles of incorporation,
provided that dividends may be paid only out of unreserved and unrestricted
earned surplus of the corporation. In addition, a corporation may not redeem or
purchase shares of its stock if such redemption or purchase would render it
insolvent or reduce its net assets below the aggregate amount payable to holders
of shares having prior or equal rights to the assets of the corporation upon
involuntary dissolution. The West One Articles also prohibit distributions until
all cumulative dividends accrued on all preferred or special classes of shares
entitled to preferential dividends shall have been fully paid.

CAPITAL STOCK

The authorized capital stock of West One consists of 75 million shares of
West One Common Stock and 5 million shares of cumulative preferred stock. The
authorized cumulative preferred stock may be issued without a vote of the
holders of West One Common Stock. The board of directors of West One is
authorized to divide the preferred stock into series and, within the limitations
provided by Idaho law and the West One Articles, to fix the number, designation,
relative rights, preferences, and limitations of the shares of each series so
established. The authority of the board of directors of West One includes the
right to fix for each series the dividend rate, redemption price, liquidation
rights, sinking fund provisions, conversion rights, and voting rights. If the
preferred stock were to be issued, the rights of the holders of West One Common
Stock would be subordinated in certain respects to the rights of the holders of
the preferred stock. West One has no preferred stock outstanding.

The authorized capital stock of U. S. Bancorp consists of 50 million shares
of preferred stock, without par value, and 250 million shares of U. S. Bancorp
Common Stock. The board of directors of U. S. Bancorp is authorized, without
shareholder action, to issue preferred stock in one or more series and to fix
and determine all preferences, limitations, and relative rights of the shares of
preferred stock or of any series thereof prior to the issuance of said shares,
provided that the board of directors may not fix the voting rights of any shares
of preferred stock such that the holders would be entitled to more than one vote
for each share held on any matter submitted to the shareholders (except that the
board of directors may otherwise provide in the event of an arrearage in the
payment of dividends on any shares of preferred stock).

The only outstanding preferred stock of U. S. Bancorp is the series
designated 8 1/8 percent cumulative preferred stock, Series A (the "Series A
Preferred Stock") consisting of 6 million shares issued on July 23, 1992. Unless
full dividends on the Series A Preferred Stock (including accumulated dividends)
have been paid or declared and set aside for payment, no dividends (other than
dividends or distributions paid in shares of, or options, warrants or rights to
subscribe for or purchase shares of, U. S. Bancorp Common Stock) may be declared
or paid or set aside for payment or any other distribution declared or made upon
the U. S. Bancorp Common Stock. No U. S. Bancorp Common Stock may be redeemed,
purchased or otherwise acquired for

68
<PAGE> 73

any consideration by U. S. Bancorp unless full dividends on the Series A
Preferred Stock shall have been paid or declared and set aside for payment. In
the event of any voluntary or involuntary liquidation, dissolution or winding up
of U. S. Bancorp, the holders of shares of Series A Preferred Stock will be
entitled to receive out of the assets of U. S. Bancorp available for
distribution to shareholders, before any distribution of assets is made to the
holders of U. S. Bancorp Common Stock, a liquidating distribution of $25 per
share plus accrued and unpaid dividends. After payment of the full amount of the
liquidating distribution plus accrued and unpaid dividends, the holders of
Series A Preferred Stock will have no right to any of the remaining assets of U.
S. Bancorp. The holders of Series A Preferred Stock are not entitled to vote
except under certain circumstances or as expressly required by Oregon law. If at
any time the equivalent of six quarterly dividends, whether or not consecutive,
payable on the Series A Preferred Stock are unpaid or not declared and set aside
for payment, the number of directors of U. S. Bancorp will be increased by two,
and the holders of the Series A Preferred Stock outstanding at the time will
have the right to elect two directors to serve until all arrearages of dividends
have been paid or declared and set aside for payment. Any director so elected
may be removed by, and shall not be removed except by, the vote of the holders
of shares of the Series A Preferred Stock outstanding at the time. When holders
of the Series A Preferred Stock are entitled to vote, each holder is entitled to
one vote per share.

West One has a shareholder rights plan providing for the distribution of
one Right for each outstanding share of West One Common Stock. Each Right
entitles the registered holder to purchase a unit consisting of one
one-hundredth of a share of Series A Junior Participating Preferred Stock of
West One at a purchase price of $150 per unit, subject to adjustment. The Rights
will become exercisable upon the occurrence of specified events which could
result in a change in control of West One or upon the determination by the West
One Board that an Adverse Person (as defined) beneficially owns 10 percent or
more of the outstanding West One Common Stock. Once the Rights become
exercisable, if the West One Board determines that a person is an Adverse Person
or a person becomes the beneficial owner of 25 percent or more of the then
outstanding shares of West One Common Stock (with certain exceptions), each
holder of a Right (other than an Acquiring Person (as defined) or an Adverse
Person) will thereafter become entitled to receive, upon payment of the exercise
price, West One Common Stock (or in certain circumstances other consideration)
having a value equal to two times the exercise price or, in the discretion of
the West One Board, to receive West One Common Stock (or other consideration)
having one-half that value without payment of the exercise price. See "THE
MERGER -- The West One Rights Agreement."

U. S. Bancorp does not have a shareholder rights plan.

DISSENTERS' RIGHTS

Under Oregon law, a shareholder is entitled to dissent from, and obtain
payment of the fair value of the shareholder's shares in the event of, any of
the following corporate acts:

(i) consummation of a plan of merger to which the corporation is a
party if shareholder approval is required and the shareholder is entitled
to vote on the merger, or if the corporation is a subsidiary that is merged
with its parent under applicable Oregon law providing for the merger of a
90 percent owned subsidiary into its parent without shareholder approval;

(ii) consummation of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired, if the
shareholder is entitled to vote on the plan;

(iii) consummation of a sale or exchange of all or substantially all
of the property of the corporation other than in the usual and regular
course of business if the shareholder is entitled to vote on the sale or
exchange;

(iv) an amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it (A)
alters or abolishes a preemptive right of the holder of the shares to
acquire shares or other securities or (B) reduces the number of shares
owned by the shareholder to a fraction of a share if the fractional share
so created is to be acquired for cash under Oregon law; or

69
<PAGE> 74

(v) any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws or a resolution of the board
of directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

Unless the articles of incorporation provide otherwise, dissenters' rights do
not apply to the holders of shares of any class or series if the shares of the
class or series were registered on a national securities exchange or quoted on
the NASDAQ National Market System on the record date for the meeting of
shareholders at which the corporate action giving rise to dissenters' rights is
to be approved or on the date a copy or summary of the plan of merger is mailed
to shareholders pursuant to the procedures for short-form mergers of
subsidiaries.

Idaho law provides that any shareholder of a corporation shall have the
right to dissent from, and to obtain payment for, his shares in the event of any
of the following corporate actions:

(i) any plan of merger or consolidation to which the corporation is a
party, except with respect to shareholders of the surviving corporation in
a merger if the vote of the shareholders of such corporation is not
necessary to authorize the merger;

(ii) any sale, lease, exchange, or other disposition of all or
substantially all the property and assets of the corporation not made in
the usual or regular course of its business;

(iii) any plan of exchange to which the corporation is a party, as the
corporation the shares of which are to be acquired;

(iv) any amendment of the articles of incorporation which materially
and adversely affects the rights appurtenant to the shares of the
dissenting shareholder in that it (A) alters or abolishes a preferential
right of such shares, (B) creates, alters or abolishes a right in respect
of the redemption of such shares, (C) alters or abolishes a preemptive
right of the holder of such shares to acquire shares or other securities,
or (D) excludes or limits the right of the holder of such shares to vote on
any matter or to cumulate his votes, except as limited by dilution through
the issuance of shares or other securities with similar voting rights; or

(v) any other corporate action taken pursuant to a shareholder vote
with respect to which the articles of incorporation, the bylaws, or the
resolution of the board of directors directs that the dissenting
shareholders shall have the right to obtain payment for their shares.

PROVISIONS RELATING TO DIRECTORS

Under both Oregon law and Idaho law a corporation must have a board of
directors consisting of at least one director. The U. S. Bancorp Bylaws provide
that the U. S. Bancorp Board shall consist of not less than five nor more than
twenty-five persons, the exact number to be fixed as determined from time to
time by a majority of the full board, and provided that a majority of the full
board may not increase the number of directors to a number that exceeds by more
than four the number of directors last elected by shareholders. The number of
directors of U. S. Bancorp is currently fixed at eight. As of and after the
Effective Time of the Merger, the U. S. Bancorp Board will consist of not more
than 12 persons. The West One Bylaws provide that the number of directors of the
corporation shall be 12, but, by amendment of the bylaws, the number of
directors may be increased or decreased to a greater or lesser number (not less
than nine).

Voting for directors of West One is cumulative. Accordingly, each holder of
West One Common Stock has the right to vote the number of shares owned by him
for as many persons as there are directors to be elected and for whose election
he has a right to vote, or to cumulate his votes by giving one candidate as many
votes as the number of such directors multiplied by the number of his shares, or
by distributing such votes on the same principle among any number of candidates.
Voting for directors of U. S. Bancorp is not cumulative.

The U. S. Bancorp Bylaws provide that vacancies in the U. S. Bancorp Board
may be filled in accordance with Oregon law, which allows vacancies to be filled
by the shareholders or the board of directors then in office. The West One
Bylaws provide that vacancies may be filled by the affirmative vote of a
majority of the directors then in office.

70
<PAGE> 75

Oregon law and Idaho law both permit classification of the board of
directors if the articles of incorporation of the corporation so provide. Oregon
law also permits classification of directors if the bylaws of the corporation so
provide. The West One Articles provide for classification of the West One Board
into three classes, each class to be as nearly equal in number as possible. One
class is elected each year. Neither the U. S. Bancorp Articles nor the U. S.
Bancorp Bylaws provide for such classification of directors.

The U. S. Bancorp Bylaws provide that nominations of persons for election
to the U. S. Bancorp Board may be made by the U. S. Bancorp Board, or by any
holder of U. S. Bancorp securities entitled to vote thereon. Nominations, other
than those made by or on behalf of the U. S. Bancorp Board, must be made in
writing and delivered or mailed to the chairman of the board not less than 25
nor more than 60 days prior to the shareholders meeting at which the directors
are to be elected. If less than 30 days' notice of the meeting is given to
shareholders, the nominations must be mailed or delivered to the chairman of the
board not later than the close of business on the fifth day following the day on
which the notice of meeting is given to shareholders.

The West One Bylaws provide that nominations for election to the West One
Board may be made by the Board, by a proxy appointed by the Board, or by any
shareholder entitled to vote for the election of directors. A shareholder
intending to make one or more nominations at an annual shareholders meeting must
give written notice of such intent, by personal delivery or mail, to the
secretary of the corporation at least 90 days in advance of the meeting. Such
notice must include the name and address of the shareholder and each proposed
nominee, a representation that the shareholder is a record holder of West One
Common Stock and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, a description of any
arrangement or understandings pursuant to which nominations are to be made, the
consent of each nominee to serve as director if elected, and such other
information regarding each proposed nominee as would be required to be included
in the corporation's proxy statement filed pursuant to the SEC's proxy rules had
the person been nominated by the West One Board.

Under Oregon law, a director may be removed with or without cause unless
the articles of incorporation provide that directors may be removed only for
cause. The U. S. Bancorp Articles do not provide that the directors may be
removed only for cause. If a director is selected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove the director. If cumulative voting is authorized, a director may
not be removed if the number of votes sufficient to elect the director under
cumulative voting is voted against the director's removal. If cumulative voting
is not authorized, a director may be removed only if the number of votes cast to
remove the director exceed the number of votes cast not to remove the director.
A director may be removed by the shareholders only at a meeting called for the
purpose of removing the director and the meeting notice must state that the
purpose, or one of the purposes of the meeting, is removal of the director.

Idaho law provides that at a meeting of shareholders called expressly for
the purpose of removing directors, any director or the entire board of directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. If less than the
entire board is to be removed, no one of the directors may be removed if the
vote cast against his removal would be sufficient to elect him if then
cumulatively voted at an election for the entire board of directors. Whenever
the holders of the shares of any class are entitled to elect one or more
directors by the provisions of the articles of incorporation, the provisions
described above regarding removal of directors apply to the vote of the holders
of the outstanding shares of that class and not to the vote of the outstanding
shares as a whole. The West One Articles provide that all or any number of
directors may be removed at a meeting called for that purpose, but only for
cause and only by the affirmative vote of the holders of not less than 80
percent of the outstanding shares of capital stock of West One that are not
beneficially owned by an "Interested Person."

CERTAIN ANTITAKEOVER PROVISIONS

West One is subject to the Idaho Control Share Acquisition Law, which
provides that a person (the "Acquiror") who acquires voting stock of a public
corporation that is incorporated in Idaho or that has a place of business or its
principal executive office in Idaho, owns or controls assets located in Idaho
with a fair market value of at least $1,000,000, has more than 250 employees,
and has either more than 10 percent of its

71
<PAGE> 76

shareholders residing in Idaho or more than 10 percent of its shares owned of
record by Idaho residents (the "Acquired Corporation") in a transaction that
results in such Acquiror holding more than 20 percent, 33 1/3 percent, or 50
percent of the total voting power of such corporation (a "Control Share
Acquisition") may not vote the shares it acquires in the Control Share
Acquisition ("Control Shares") unless voting rights are accorded to such Control
Shares by 66 2/3 percent of the voting power of all shares entitled to vote,
excluding the Control Shares held by the Acquiror and all shares held by
officers and directors. A class or series of shares of the Acquired Corporation
is entitled to vote separately as a class or series if any provision of the
Control Share Acquisition would, if contained in a proposed amendment to the
articles of incorporation of the Acquired Corporation, entitle the class or
series to vote separately as a class or series.

The Acquiror is required to submit to the Acquired Corporation an
"Information Statement" setting forth certain information about itself and its
plans with respect to the Acquired Corporation. At the time of delivery of the
Information Statement, the Acquiror may request that the Acquired Corporation
call a special meeting of shareholders to determine whether voting rights will
be restored to the Control Shares. If the Acquiror does not request a special
shareholders meeting, the issue of voting rights of Control Shares will be
considered at the next annual or special meeting of the Acquired Corporation's
shareholders that takes place more than 55 days after the receipt of the
Information Statement.

Unless otherwise expressly provided in the articles or bylaws of the
Acquired Corporation, the Acquired Corporation may call for redemption all but
not less than all of the Control Shares at a redemption price equal to the
market value of the shares at the time the call for redemption is given if
either (i) the Information Statement has not been delivered to the Acquired
Corporation by the tenth day after the Control Share Acquisition or (ii) an
Information Statement has been delivered to the Acquired Corporation but the
shareholders have voted not to accord voting rights to such Control Shares.

West One is also subject to certain provisions of the Idaho Business
Combination Law that govern "business combinations" between corporations and
"interested shareholders." The term "business combination" is defined generally
to include mergers or consolidations between an Acquired Corporation and an
"interested shareholder," transactions with an "interested shareholder"
involving the assets or stock of the Acquired Corporation or its majority-owned
subsidiaries, and transactions that increase an interested shareholder's
percentage ownership of stock. The term "interested shareholder" is defined
generally as any shareholder who becomes a beneficial owner of 10 percent or
more of the Acquired Corporation's voting stock.

The provisions of the Idaho Business Combination Law will not apply to an
interested shareholder if (i) the interested shareholder was an interested
shareholder on, or became an interested shareholder pursuant to a tender offer
commenced prior to March 23, 1988, and remained such, (ii) the original articles
or bylaws of the Acquired Corporation contain a provision expressly electing not
to be subject to the provisions of the law, (iii) the Acquired Corporation, by
action of its board of directors, adopts an amendment to its bylaws expressly
electing not to be subject to the provisions of the law, (iv) the Acquired
Corporation, by action of its shareholders, adopts an amendment to its articles
of incorporation or bylaws approved by the shareholders holding 66 2/3 percent
of the outstanding voting power of all shares entitled to vote, excluding the
shares of interested shareholders and their affiliates and associates, under
which the Acquired Corporation expressly elects not to be subject to the law.
Under the Idaho Business Combination Law, an Acquired Corporation may not engage
in any business combination or vote, consent, or otherwise act to authorize a
subsidiary of the Acquired Corporation to engage in any business combination
with any interested shareholder for a period of three years after the interested
shareholder's share acquisition date, unless the business combination or
acquisition of shares by the interested shareholder is approved by a committee
of the board of directors of the Acquired Corporation before the interested
shareholder's share acquisition date.

Article XII of West One's Articles provides that any business combination
(defined to include various significant corporate actions such as a merger,
consolidation or sale or other transfer of a substantial portion of the
Corporation's assets) proposed to be undertaken with a shareholder who, together
with its affiliates, is the beneficial owner of 20 percent of more of the
Corporation's capital stock ("Interested Person"), must be approved by the
affirmative vote of the holders of at least 80 percent of the outstanding shares
of West One's

72
<PAGE> 77

capital stock which are not beneficially owned by the Interested Person involved
in the transaction and its affiliates. The 80 percent voting requirement does
not apply if:

(i) the proposed transaction is a merger, consolidation or exchange of
shares involving West One which provides for the conversion of the common
stock into cash, securities or other property having a fair market value
per share not less than the highest per share consideration paid or given
by the Interested Person and any of its affiliates for any of their shares
of common stock; or

(ii) the transaction is approved by the board of directors, provided
that at least two-thirds of the "continuing directors" voted to approve the
transaction at a time when such directors comprised at least a majority of
the board of directors. "Continuing directors" are directors not affiliated
with the Interested Person who were directors immediately prior to the time
that the Interested Person involved in the transaction became an Interested
Person.

Article XII of West One's Articles also requires the affirmative vote of the
holders of 80 percent of the outstanding shares of West One's capital stock
(excluding shares beneficially owned by an Interested Person and its affiliates)
for the:

(i) amendment or repeal of Article X (which provides for a classified
board of directors) or Article XII;

(ii) removal of any or all of the directors (which removal must be for
cause); or

(iii) adoption, amendment or repeal of any or all of West One's Bylaws
by the shareholders.

U. S. Bancorp is subject to the Oregon Control Share Act, which provides
that a person (the "Oregon Acquiror") who acquires voting stock of a public
Oregon corporation (the "Oregon Acquired Corporation") in a transaction that
results in such Oregon Acquiror holding more than 20 percent, 33 percent, or 50
percent of the total voting power of the Oregon Acquired Corporation (an "Oregon
Control Share Acquisition") may not vote the shares it acquires in the Oregon
Control Share Acquisition ("Oregon Control Shares") unless voting rights are
accorded to such Oregon Control Shares by (i) a majority of each voting group
entitled to vote and (ii) the holders of a majority of the outstanding voting
shares, excluding the Oregon Control Shares held by the Oregon Acquiror and all
shares held by officers and employee directors. The term "Oregon Acquiror"
includes persons acting as a group.

The Oregon Acquiror may, but is not required to, submit to the Oregon
Acquired Corporation an "Acquiring Person Statement" setting forth certain
information about itself and its plans with respect to the Oregon Acquired
Corporation. The statement may also request that the Oregon Acquired Corporation
call a special meeting of shareholders to determine whether voting rights will
be restored to the Oregon Control Shares. If the Oregon Acquiror does not
request a special shareholders meeting, the issue of voting rights of Oregon
Control Shares will be considered at the next annual or special meeting of the
Oregon Acquired Corporation's shareholders. If the Oregon Acquiror's Oregon
Control Shares are accorded voting rights and represent a majority or more of
all voting power, the Oregon Acquired Corporation's shareholders who do not vote
in favor of voting rights for the Oregon Control Shares will have the right to
receive the appraised "fair value" of their shares, which may not be less than
the highest price paid per share by the Oregon Acquiror for the Oregon Control
Shares.

U. S. Bancorp is also subject to certain provisions of the Oregon Business
Corporation Act that govern "business combinations" between corporations and
"interested shareholders." The term "business combination" is defined generally
to include mergers or consolidations between an Oregon corporation and an
"interested shareholder," transactions with an interested shareholder involving
the assets or stock of the corporation or its majority-owned subsidiaries, and
transactions that increase an interested shareholder's percentage ownership of
stock. The term "interested shareholder" is defined generally as any shareholder
who becomes a beneficial owner of 15 percent or more of the corporation's voting
stock. Business combinations between corporations and interested shareholders
are prohibited for a three-year period following the date that such shareholder
became an interested shareholder, unless (i) the corporation has elected in its
articles of incorporation not to be governed by the Oregon business combination
law (U. S. Bancorp has not made such

73
<PAGE> 78

an election), (ii) prior to the transaction, the corporation's board of
directors approves either the business combination or the transaction which
resulted in the shareholder becoming an interested shareholder, (iii) upon
consummation of the transaction that made it an interested shareholder, the
interested shareholder owned at least 85 percent of the voting stock of the
corporation outstanding at the commencement of the transaction (excluding voting
stock owned by directors who are also officers or held in employee benefit plans
in which the employees do not have a confidential right to tender or vote stock
held by the plan), or (iv) the business combination was approved by the
corporation's board of directors and ratified by at least 66 2/3 percent of the
voting stock not owned by the interested shareholder.

A corporation may provide in its articles of incorporation and bylaws that
the statutory provisions described above do not apply to its shares. U. S.
Bancorp has not elected to "opt out" of such provisions. Therefore, the
statutory provisions described above will apply to acquisitions of shares of U.
S. Bancorp's voting stock. The effect of these statutes may be to discourage
unfriendly attempts to acquire control of U. S. Bancorp.

Under Article IX of the U. S. Bancorp Articles, any business combination
(defined to include various significant corporate actions such as a merger,
consolidation, or sale or other transfer of a substantial portion of U. S.
Bancorp's assets) involving U. S. Bancorp and a person ("Related Person") which,
together with its affiliates, is the beneficial owner of 20 percent or more of
U. S. Bancorp's capital stock entitled to vote generally in the election of
directors, must be approved by the affirmative vote of the holders of at least
two-thirds of the outstanding U. S. Bancorp Common Stock excluding shares
beneficially owned by the Related Person and its affiliates unless (i) the
business combination is a merger, consolidation or exchange of shares providing
for the conversion of U. S. Bancorp Common Stock into cash or other property
having a fair value per share not less than the highest consideration paid by
the Related Person and its affiliates for any of their shares of U. S. Bancorp
Common Stock, (ii) the Related Person acquired all its shares of U. S. Bancorp
Common Stock by means of a cash tender offer in which it offered to purchase any
and all shares tendered at the same price, or (iii) the business combination is
approved by the U. S. Bancorp Board (A) before such person became a Related
Person or (B) when continuing directors of U. S. Bancorp (defined as a director
who was a member of the U. S. Bancorp Board immediately prior to the time the
Related Person became a Related Person and who is not affiliated with the
Related Person) constituted a majority of the Board and at least two-thirds of
the continuing directors voted to approve the business combination. Approval by
the holders of not less than two-thirds of the outstanding U. S. Bancorp Common
Stock excluding shares beneficially owned by a Related Person is required to
amend or repeal Article IX.

EXPERTS

The financial statements incorporated in this Proxy Statement/Prospectus by
reference to U. S. Bancorp's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

The consolidated financial statements of West One appearing in West One's
1994 Annual Report to Shareholders and incorporated by reference in West One's
Annual Report on Form 10-K for the year ended December 31, 1994, are
incorporated by reference herein, and have been audited by Coopers & Lybrand
L.L.P., independent accountants, and have been so incorporated in reliance on
the report of such firm given on the authority of said firm as experts in
accounting and auditing.

LEGAL OPINIONS

The legality of the shares of U. S. Bancorp Common Stock to be issued to
the holders of West One Common Stock pursuant to the Merger and certain other
legal matters in connection with the Merger will be passed upon by Miller, Nash,
Wiener, Hager & Carlsen, Portland, Oregon. Clifford N. Carlsen, Jr., a partner
of Miller, Nash, Wiener, Hager & Carlsen, is secretary of U. S. Bancorp and
beneficially owns 4,420 shares of

74
<PAGE> 79

U. S. Bancorp Common Stock. Miller, Nash, Wiener, Hager & Carlsen has previously
acted as counsel in advising West One and its affiliates with respect to certain
matters and in connection with various transactions. Miller, Nash, Wiener, Hager
& Carlsen did not act as counsel to West One or its affiliates with respect to
the Merger or any transaction in connection therewith.

SHAREHOLDER PROPOSALS

Shareholder proposals submitted for inclusion in U. S. Bancorp's 1996 proxy
materials and consideration at its 1996 annual meeting must be received on or
before November 13, 1995. Proposals should be sent to U. S. Bancorp, Attention:
Corporate Secretary Division, Post Office Box 2200, Portland, Oregon 97208-2200.

West One intends to hold an annual meeting of shareholders in 1996 only if
the Merger is not consummated on or before March 7, 1996. To the extent that an
annual meeting of shareholders in 1996 is scheduled, West One anticipates that
next year's proxy statement will be mailed on or about March 7, 1996, and the
annual meeting will be held on April 18, 1996. Any eligible shareholder who
wishes to submit written proposals for possible inclusion in next year's proxy
statement must be sure that all such proposals are received by West One on or
before November 8, 1995. Any such proposal or nomination should be mailed to
West One Bancorp, 101 South Capitol Boulevard, P.O. Box 8247, Boise, Idaho
83733, Attention: Secretary.

August 28, 1995

75
<PAGE> 80

APPENDIX 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER
BETWEEN
U. S. BANCORP
AND
WEST ONE BANCORP

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

DATED AS OF MAY 5, 1995
<PAGE> 81

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I -- THE MERGER................................................................ 1
1.1 The Merger...................................................................... 1
1.2 Effective Time.................................................................. 1
1.3 Effects of the Merger........................................................... 1
1.4 Conversion of West One Common Stock............................................. 1
1.5 Bancorp Common Stock; Bancorp Preferred Stock................................... 2
1.6 Options......................................................................... 2
1.7 Convertible Debt................................................................ 2
1.8 Articles of Incorporation....................................................... 2
1.9 Bylaws.......................................................................... 2
1.10 Tax Consequences................................................................ 2
1.11 Board of Directors.............................................................. 3

ARTICLE II -- EXCHANGE OF SHARES....................................................... 3
2.1 Bancorp to Make Shares Available................................................ 3
2.2 Exchange of Shares.............................................................. 3

ARTICLE III -- REPRESENTATIONS AND WARRANTIES OF WEST ONE.............................. 4
3.1 Corporate Organization.......................................................... 4
3.2 Capitalization.................................................................. 5
3.3 Authority; No Violation......................................................... 6
3.4 Consents and Approvals.......................................................... 6
3.5 Reports......................................................................... 7
3.6 Financial Statements............................................................ 7
3.7 Broker's Fees................................................................... 7
3.8 Absence of Certain Changes or Events............................................ 7
3.9 Legal Proceedings............................................................... 8
3.10 Taxes and Tax Returns........................................................... 8
3.11 Employees....................................................................... 9
3.12 SEC Reports..................................................................... 10
3.13 Compliance with Applicable Law.................................................. 10
3.14 Certain Contracts............................................................... 11
3.15 Agreements with Regulatory Agencies............................................. 11
3.16 Undisclosed Liabilities......................................................... 11
3.17 State Takeover Laws............................................................. 11
3.18 Rights Agreement................................................................ 11
3.19 Pooling of Interests............................................................ 12
3.20 Interest Rate Risk Management Instruments; Derivatives.......................... 12

ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF BANCORP................................ 12
4.1 Corporate Organization.......................................................... 12
4.2 Capitalization.................................................................. 13
</TABLE>

i
<PAGE> 82

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
4.3 Authority; No Violation......................................................... 13
4.4 Consents and Approvals.......................................................... 14
4.5 Reports......................................................................... 14
4.6 Financial Statements............................................................ 14
4.7 Brokers' Fees................................................................... 15
4.8 Absence of Certain Changes or Events............................................ 15
4.9 Legal Proceedings............................................................... 15
4.10 Taxes and Tax Returns........................................................... 15
4.11 Employees....................................................................... 16
4.12 SEC Reports..................................................................... 17
4.13 Compliance with Applicable Law.................................................. 17
4.14 Certain Contracts............................................................... 18
4.15 Agreements with Regulatory Agencies............................................. 18
4.16 Undisclosed Liabilities......................................................... 18
4.17 Pooling of Interests............................................................ 19
4.18 Interest Rate Risk Management Instruments; Derivatives.......................... 19
4.19 State Takeover Laws............................................................. 19

ARTICLE V -- COVENANTS RELATING TO CONDUCT OF BUSINESS................................. 19
5.1 Conduct of West One Businesses Prior to the Effective Time...................... 19
5.2 West One Forbearances........................................................... 19
5.3 Bancorp Forbearances............................................................ 21

ARTICLE VI -- ADDITIONAL AGREEMENTS.................................................... 21
6.1 Regulatory Matters.............................................................. 21
6.2 Access to Information........................................................... 22
6.3 Shareholders' Approvals......................................................... 22
6.4 Legal Conditions to Merger...................................................... 23
6.5 Affiliates; Publication of Combined Financial Results........................... 23
6.6 Stock Exchange Listing of Shares................................................ 23
6.7 Employee Benefit Plans.......................................................... 23
6.8 Indemnification; Directors' and Officers' Insurance............................. 24
6.9 Additional Agreements........................................................... 25
6.10 Advice of Changes............................................................... 26
6.11 Dividends....................................................................... 26

ARTICLE VII -- CONDITIONS PRECEDENT.................................................... 26
7.1 Conditions to Each Party's Obligation to Effect the Merger...................... 26
(a) Shareholder Approval....................................................... 26
(b) Nasdaq Listing............................................................. 26
(c) Other Approvals............................................................ 26
(d) Form S-4................................................................... 26
(e) No Injunctions or Restraints; Illegality................................... 26
</TABLE>

ii
<PAGE> 83

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
(f) Federal Tax Opinions....................................................... 27
(g) Pooling of Interests....................................................... 27
7.2 Conditions to Obligations of Bancorp............................................ 27
(a) Representations and Warranties............................................. 27
(b) Performance of Obligations of West One..................................... 27
(c) West One Rights Agreement.................................................. 27
7.3 Conditions to Obligations of West One........................................... 27
(a) Representations and Warranties............................................. 27
(b) Performance of Obligations of Bancorp...................................... 28

ARTICLE VIII -- TERMINATION AND AMENDMENT.............................................. 28
8.1 Termination................................................................... 28
8.2 Effect of Termination......................................................... 28
8.3 Amendment..................................................................... 28
8.4 Extension; Waiver............................................................. 29

ARTICLE IX -- GENERAL PROVISIONS....................................................... 29
9.1 Closing....................................................................... 29
9.2 Nonsurvival of Representations, Warranties, and Agreements.................... 29
9.3 Expenses...................................................................... 29
9.4 Notices....................................................................... 29
9.5 Interpretation................................................................ 30
9.6 Counterparts.................................................................. 30
9.7 Entire Agreement.............................................................. 30
9.8 Governing Law................................................................. 31
9.9 Severability.................................................................. 31
9.10 Publicity..................................................................... 31
9.11 Assignment.................................................................... 31
</TABLE>

iii
<PAGE> 84

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of May 5, 1995, by and between U. S.
BANCORP, an Oregon corporation ("Bancorp"), and WEST ONE BANCORP, an Idaho
corporation ("West One").

WHEREAS the Boards of Directors of Bancorp and West One have determined
that it is in the best interests of their respective companies and their
shareholders to consummate the merger provided for herein in which West One
will, subject to the terms and conditions set forth herein, merge (the "Merger")
with and into Bancorp, so that Bancorp is the surviving corporation in the
Merger;

WHEREAS as a condition to, and on the day immediately after the date of
execution of, this Agreement, Bancorp and West One are entering into a Bancorp
Stock Option Agreement (the "Bancorp Option Agreement"); and

WHEREAS as a condition to, and on the day immediately after the date of
execution of, this Agreement, Bancorp and West One are entering into a West One
Stock Option Agreement (the "West One Option Agreement"; and together with the
Bancorp Option Agreement, the "Option Agreements"); and

WHEREAS the parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger,

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

ARTICLE I

THE MERGER

1.1 The Merger. Subject to the terms and conditions of this Agreement,
West One shall merge with and into Bancorp at the Effective Time (as defined in
Section 1.2 hereof) in accordance with the Oregon Business Corporation Act (the
"OBCA") and the Idaho Business Corporation Act (the "IBCA"). Bancorp shall be
the surviving corporation (hereinafter sometimes called the "Surviving
Corporation") in the Merger, and shall continue its corporate existence under
the laws of the State of Oregon. Upon consummation of the Merger, the separate
corporate existence of West One shall terminate.

1.2 Effective Time. The merger shall become effective as set forth in
articles of merger (the "Articles of Merger") which shall be filed with the
Secretary of State of the State of Oregon (the "Oregon Secretary") and the
Secretary of State of the State of Idaho (the "Idaho Secretary"), in each case,
on the Closing Date (as defined in Section 9.1 hereof). The date and time when
the Merger becomes effective, as set forth in the Articles of Merger, is herein
referred to as the "Effective Time."

1.3 Effects of the Merger. At and after the Effective Time, the Merger
shall have the effects set forth in Section 60.497 of the OBCA and Section
30-1-76 of the IBCA.

1.4 Conversion of West One Common Stock. At the Effective Time, subject to
Section 2.2(e) hereof, by virtue of the Merger, and without any action on the
part of Bancorp, West One or the holder of any share of the common stock, $1.00
par value per share, of West One ("West One Common Stock"), each share of West
One Common Stock issued and outstanding immediately prior to the Effective Time
(other than shares of West One Common Stock held (x) in West One's treasury or
(y) directly or indirectly by Bancorp or West One or any of their respective
Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares,
as such terms are defined below)) shall be converted into the right to receive
1.47 shares (the "Exchange Ratio") of common stock, $5.00 par value per share,
of Bancorp ("Bancorp Common Stock"); provided, however, that each share of West
One Common Stock as to which a dissenting shareholder has taken the actions
required by Section 30-1-81 of the IBCA shall be treated in accordance with the
provisions of that section.

All of the shares of West One Common Stock converted into Bancorp Common
Stock pursuant to this Article I shall no longer be outstanding and shall
automatically be canceled and shall cease to exist as of the

--1--
<PAGE> 85

Effective Time, and each certificate (each a "West One Certificate") previously
representing any such shares of West One Common Stock shall thereafter represent
the right to receive (i) a certificate representing the number of whole shares
of Bancorp Common Stock and (ii) cash in lieu of fractional shares into which
the shares of West One Common Stock represented by such West One Certificate
have been converted pursuant to this Section 1.4 and Section 2.2(e) hereof. West
One Certificates previously representing shares of West One Common Stock shall
be exchanged for certificates representing whole shares of Bancorp Common Stock
and cash in lieu of fractional shares issued in consideration therefor upon the
surrender of such West One Certificates in accordance with Section 2.2 hereof,
without any interest thereon. If prior to the Effective Time (or as of a record
date prior to the Effective Time) the outstanding shares of Bancorp Common Stock
shall have been increased, decreased, changed into or exchanged for a different
number or kind of shares or securities as a result of a reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar change in Bancorp's capitalization, then an appropriate
and proportionate adjustment shall be made to the Exchange Ratio.

At the Effective Time, all shares of West One Common Stock that are owned
by West One as treasury stock and all shares of West One Common Stock that are
owned directly or indirectly by Bancorp or West One or any of their respective
Subsidiaries (other than shares of West One Common Stock held directly or
indirectly in trust accounts, managed accounts and the like or otherwise held in
a fiduciary capacity that are beneficially owned by third parties (any such
shares, and shares of Bancorp Common Stock that are similarly held, whether held
directly or indirectly by Bancorp or West One, as the case may be, being
referred to herein as "Trust Account Shares") and other than any shares of West
One Common Stock held by Bancorp or West One or any of their respective
Subsidiaries in respect of a debt previously contracted (any such shares of West
One Common Stock, and shares of Bancorp Common Stock that are similarly held,
whether held directly or indirectly by Bancorp or West One or any of their
respective Subsidiaries, being referred to herein as "DPC Shares")) shall be
canceled and shall cease to exist and no stock of Bancorp or other consideration
shall be delivered in exchange therefor. All shares of Bancorp Common Stock that
are owned by West One or any of its Subsidiaries (other than Trust Account
Shares and DPC Shares) shall become authorized but unissued stock of Bancorp.

1.5 Bancorp Common Stock; Bancorp Preferred Stock. At and after the
Effective Time, each share of Bancorp Common Stock and each share of Series A
preferred stock, no par value, of Bancorp issued and outstanding immediately
prior to the Closing Date shall remain an issued and outstanding share of common
stock or preferred stock, as the case may be, of the Surviving Corporation and
shall not be affected by the Merger.

1.6 Options. Outstanding options to purchase West One Common Stock shall
be converted into options to purchase Bancorp Common Stock as provided in
Section 6.7(c).

1.7 Convertible Debt. The right of each holder of West One's 7 3/4 percent
Convertible Subordinated Debentures Due 2006 (the "Convertible Debentures"), to
receive West One Common Stock shall be converted into the right to receive
Bancorp Common Stock. The number of shares of Bancorp Common Stock that such
holder shall be entitled to receive shall be equal to the product of the number
of shares of West One Common Stock that such holder would have been entitled to
receive multiplied by the Exchange Ratio, as provided in the indenture governing
the Convertible Debentures.

1.8 Articles of Incorporation. At the Effective Time, the Articles of
Incorporation of Bancorp, as in effect immediately prior to the Effective Time,
shall be the Articles of Incorporation of the Surviving Corporation.

1.9 Bylaws. At the Effective Time, the Bylaws of Bancorp, as in effect
immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation until thereafter amended in accordance with applicable law.

1.10 Tax Consequences. It is intended that the Merger shall constitute a
reorganization within the meaning of Section 368(a) of the Code and that this
Agreement shall constitute a "plan of reorganization" for the purposes of
Section 368 of the Code.

--2--
<PAGE> 86

1.11 Board of Directors. From and after the Effective Time, the Board of
Directors of the Surviving Corporation shall consist of not more than twelve
persons, including the members of the Board of Directors of Bancorp as
constituted immediately prior to the Effective Time, Mr. Daniel R. Nelson, and
three additional persons named prior to the mailing of the Joint Proxy Statement
(as defined below) by action of a majority of the Board of Directors of West
One.

ARTICLE II

EXCHANGE OF SHARES

2.1 Bancorp to Make Shares Available. At or prior to the Effective Time,
Bancorp shall deposit, or shall cause to be deposited, with a bank or trust
company selected by Bancorp and reasonably acceptable to West One (which may be
a Subsidiary of Bancorp) (the "Exchange Agent"), for the benefit of the holders
of West One Certificates, for exchange in accordance with this Article II,
certificates representing the shares of Bancorp Common Stock and the cash in
lieu of any fractional shares (such cash and certificates for shares of Bancorp
Common Stock, together with any dividends or distributions with respect thereto,
being hereinafter referred to as the "Exchange Fund") to be issued pursuant to
Section 1.4 and paid pursuant to Section 2.2(a) in exchange for outstanding
shares of West One Common Stock.

2.2 Exchange of Shares. (a) As soon as practicable after the Effective
Time, and in no event later than five business days after receipt from West One
or its transfer agent of a list of shareholders of record of West One as of the
Effective Time, the Exchange Agent shall mail to each holder of record of a West
One Certificate or Certificates a form letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the West One Certificates to the
Exchange Agent) and instructions for use in effecting the surrender of the West
One Certificates in exchange for certificates representing the shares of Bancorp
Common Stock and the cash in lieu of fractional shares, if any, into which the
shares of West One Common Stock represented by such West One Certificate or
Certificates shall have been converted pursuant to this Agreement. Upon proper
surrender of a West One Certificate for exchange and cancellation to the
Exchange Agent, together with such properly completed letter of transmittal,
duly executed, the holder of such West One Certificate shall be entitled to
receive in exchange therefor, as applicable, (i) a certificate representing that
number of whole shares of Bancorp Common Stock into which the shares of West One
Common Stock theretofore represented by the West One Certificate so surrendered
shall have been converted pursuant to the provisions of Article I hereof and
(ii) a check representing the amount of cash in lieu of fractional shares, if
any, that such holder has the right to receive in respect of the West One
Certificate surrendered pursuant to the provisions of this Article II, and the
West One Certificate so surrendered shall forthwith be canceled. No interest
will be paid or accrued on the cash in lieu of fractional shares and unpaid
dividends and distributions, if any, payable to holders of West One
Certificates. Notwithstanding anything to the contrary contained herein, no
certificate representing Bancorp Common Stock or cash in lieu of a fractional
share interest shall be delivered to a person who is an Affiliate (as defined in
Section 6.5) of West One unless such Affiliate has theretofore executed and
delivered to Bancorp the agreement referred to in Section 6.5.

(b) No dividends or other distributions declared after the Effective Time
with respect to Bancorp Common Stock shall be paid to the holder of any
unsurrendered West One Certificate until the holder thereof shall surrender such
West One Certificate in accordance with this Article II. After the surrender of
a West One Certificate in accordance with this Article II, the record holder
thereof shall be entitled to receive any such dividends or other distributions,
without any interest thereon, that theretofore had become payable with respect
to shares of Bancorp Common Stock represented by such West One Certificate.

(c) If any certificate representing shares of Bancorp Common Stock is to be
issued in a name other than that in which the Certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the Certificate so surrendered shall be properly endorsed (or accompanied
by an appropriate instrument of transfer) and otherwise in proper form for
transfer and that the person requesting such exchange shall pay to the Exchange
Agent in advance any transfer or other taxes required by reason of the issuance
of a certificate representing shares of Bancorp Common Stock in any name other
than that of the

--3--
<PAGE> 87

registered holder of the West One Certificate surrendered, or required for any
other reason, or shall establish to the satisfaction of the Exchange Agent that
such tax has been paid or is not payable.

(d) After the Effective Time, there shall be no transfers on the stock
transfer books of West One of the shares of West One Common Stock that were
issued and outstanding immediately prior to the Effective Time. If, after the
Effective Time, West One Certificates representing such shares are presented for
transfer to the Exchange Agent, they shall be canceled and exchanged for
certificates representing shares of Bancorp Common Stock as provided in this
Article II.

(e) Notwithstanding anything to the contrary contained herein, no
certificates or scrip representing fractional shares of Bancorp Common Stock
shall be issued upon the surrender for exchange of West One Certificates, no
dividend or distribution with respect to Bancorp Common Stock shall be payable
on or with respect to any fractional share, and such fractional share interests
shall not entitle the owner thereof to vote or to any other rights of a
shareholder of West One. In lieu of the issuance of any such fractional share,
Bancorp shall pay to each former shareholder of West One who otherwise would be
entitled to receive such fractional share an amount in cash determined by
multiplying (i) the average of the closing-sale prices of Bancorp Common Stock
on the NASDAQ Stock Market National Market System as reported by The Wall Street
Journal for the five trading days immediately preceding the date of the
Effective Time by (ii) the fraction of a share of Bancorp Common Stock which
such holder would otherwise be entitled to receive pursuant to Section 1.4.

(f) Any portion of the Exchange Fund that remains unclaimed by the
shareholders of West One for twelve months after the Effective Time shall be
paid to Bancorp. Any shareholders of West One who have not theretofore complied
with this Article II shall thereafter look only to Bancorp for payment of the
shares of Bancorp Common Stock, cash in lieu of any fractional shares and unpaid
dividends and distributions on the Bancorp Common Stock deliverable in respect
of each share of West One Common Stock that such shareholder is entitled to
receive pursuant to this Agreement, without any interest thereon.
Notwithstanding the foregoing, none of Bancorp, West One, the Exchange Agent or
any other person shall be liable to any former holder of shares of West One
Stock for any amount properly delivered to a public official pursuant to
applicable abandoned property, escheat or similar laws.

(g) In the event any West One Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by Bancorp,
the posting by such person of a bond in such amount as Bancorp may determine is
reasonably necessary as indemnity against any claim that may be made against it
with respect to such West One Certificate, the Exchange Agent will issue in
exchange for such lost, stolen or destroyed West One Certificate the shares of
Bancorp Common Stock and cash in lieu of fractional shares deliverable in
respect thereof pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF WEST ONE

Except as set forth in the disclosure schedule of West One delivered to
Bancorp concurrently herewith (the "West One Disclosure Schedule"), West One
hereby represents and warrants to Bancorp as follows:

3.1 Corporate Organization. (a) West One is a corporation duly organized
and validly existing under the laws of the State of Idaho. West One has the
corporate power and authority to own or lease all of its properties and assets
and to carry on its business as it is now being conducted, and is duly licensed
or qualified to do business in each jurisdiction in which the nature of the
business conducted by it or the character or location of the properties and
assets owned or leased by it makes such licensing or qualification necessary,
except where the failure to be so licensed or qualified would not have a
Material Adverse Effect (as defined below) on West One. As used in this
Agreement, the term "Material Adverse Effect" means, with respect to Bancorp,
West One or the Surviving Corporation, as the case may be, a material adverse
effect on the business, results of operations or financial condition of such
party and its Subsidiaries taken as a whole. As used in this Agreement, the word
"Subsidiary" when used with respect to any party means any bank,

--4--
<PAGE> 88

corporation, partnership or other organization, whether incorporated or
unincorporated, that is consolidated with such party for financial reporting
purposes. West One is duly registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended (the "BHC Act"). The Articles of
Incorporation and Bylaws of West One, copies of which have previously been made
available to Bancorp, are true, complete and correct copies of such documents as
in effect as of the date of this Agreement.

(b) Each West One Subsidiary (i) is duly organized and validly existing as
a bank, corporation or partnership under the laws of its jurisdiction of
organization, (ii) is duly qualified to do business and in good standing in all
jurisdictions (whether federal, state, local or foreign) where its ownership or
leasing of property or the conduct of its business requires it to be so
qualified and in which the failure to be so qualified would have a Material
Adverse Effect on West One, and (iii) has all requisite corporate power and
authority to own or lease its properties and assets and to carry on its business
as now conducted.

(c) The minute books of West One accurately reflect in all material
respects all corporate actions since January 1, 1993, of its shareholders and
Board of Directors (including committees of the Board of Directors of West One).

3.2 Capitalization. (a) The authorized capital stock of West One consists
of 75,000,000 shares of West One Common Stock and 5,000,000 shares of preferred
stock, $1.00 par value per share. At the close of business on March 31, 1995,
there were 36,835,096 shares of West One Common Stock outstanding and no shares
of West One preferred stock outstanding. On March 31, 1995, no shares of West
One Common Stock or West One Preferred Stock were reserved for issuance, except
that (i) shares of West One Common Stock were reserved for issuance pursuant to
West One's dividend reinvestment and stock purchase plan (the "West One DRIP"),
(ii) 2,687,450 shares of West One Common Stock were reserved for issuance
pursuant to the conversion of the Convertible Debentures, (iii) zero shares of
West One Common Stock were reserved for issuance pursuant to the conversion of
West One's convertible subordinated capital notes due 1997, (iv) 2,332,719
shares of West One Common Stock were reserved for issuance upon the exercise of
stock options pursuant to the West One Stock Plans, (v) shares of West One
Series A Junior Participating Preferred Stock were reserved for issuance upon
exercise of the rights (the "West One Rights") distributed to holders of West
One Common Stock pursuant to the Rights Agreement, dated as of October 19, 1989,
between West One and Norwest Bank Minnesota, National Association, as Rights
Agent (the "West One Rights Agreement"), and (vi) the shares of West One Common
Stock issuable pursuant to the West One Option Agreement. All of the issued and
outstanding shares of West One Common Stock have been duly authorized and
validly issued and are fully paid, nonassessable and free of preemptive rights
with no personal liability attaching to the ownership thereof. Except as stated
above, West One does not have and is not bound by any outstanding subscriptions,
options, warrants, calls, commitments or agreements of any character calling for
the purchase or issuance of any shares of West One Common Stock or West One
Preferred Stock or any other equity securities of West One or any securities
representing the right to purchase or otherwise receive any shares of West One
Common Stock or West One Preferred Stock. West One has previously provided
Bancorp with a list of the option holders, the date of each option to purchase
West One Common Stock granted, the number of shares subject to each such option,
the expiration date of each such option, and the price at which each such option
may be exercised under the West One Stock Plans. Since December 31, 1994, West
One has not issued any shares of its capital stock or any securities convertible
into or exercisable for any shares of its capital stock, other than pursuant to
(i) the exercise of employee stock options, (ii) the West One DRIP, and (iii)
conversion of the Convertible Debentures.

(b) West One owns, directly or indirectly, all of the issued and
outstanding shares of capital stock of each of the West One Subsidiaries, free
and clear of any liens, charges, encumbrances and security interests whatsoever,
and all of such shares are duly authorized and validly issued and are fully
paid, nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. No West One Subsidiary has or is bound by
any outstanding subscriptions, options, warrants, calls, commitments or
agreements of any character calling for the purchase or issuance of any shares
of capital stock or any other equity security of such Subsidiary or any
securities representing the right to purchase or otherwise receive any shares of
capital stock or any other equity security of such Subsidiary. Assuming
compliance by Bancorp with Section 1.6 hereof, at the Effective Time, there will
not be any outstanding subscriptions, options, warrants,

--5--
<PAGE> 89

calls, commitments or agreements of any character by which West One or any of
its Subsidiaries will be bound calling for the purchase or issuance of any
shares of the capital stock of West One or any of its Subsidiaries.

3.3 Authority; No Violation. (a) West One has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of West One. The Board of Directors
of West One has directed that this Agreement and the transactions contemplated
hereby be submitted to West One's shareholders for approval at a meeting of such
shareholders and, except for the adoption of this Agreement by the affirmative
vote of the holders of a majority of the outstanding shares of West One Common
Stock, no other corporate proceedings on the part of West One are necessary to
approve this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by West One and
(assuming due authorization, execution and delivery by Bancorp) constitutes a
valid and binding obligation of West One, enforceable against West One in
accordance with its terms, except as enforcement may be limited by general
principles of equity whether applied in a court of law or a court of equity and
by bankruptcy, insolvency and similar laws affecting creditors rights and
remedies generally.

(b) Neither the execution and delivery of this Agreement by West One nor
the consummation by West One of the transactions contemplated hereby, nor
compliance by West One with any of the terms or provisions hereof, will (i)
violate any provision of the Articles of Incorporation or Bylaws of West One or
(ii) assuming that the consents and approvals referred to in Section 3.4 are
duly obtained, (x) violate any statute, code, ordinance, rule, regulation,
judgment, order, writ, decree or injunction applicable to West One or any of its
Subsidiaries or any of their respective properties or assets, or (y) violate,
conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event that, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of or a right
of termination or cancellation under, accelerate the performance required by, or
result in the creation of any lien, pledge, security interest, charge or other
encumbrance upon any of the respective properties or assets of West One or any
of its Subsidiaries under, any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which West One or any of its Subsidiaries is a
party, or by which they or any of their respective properties or assets may be
bound or affected, except (in the case of clause (y) above) for such violations,
conflicts, breaches or defaults that, either individually or in the aggregate,
will not have or be reasonably likely to have a Material Adverse Effect on West
One.

3.4 Consents and Approvals. Except for (i) the filing of applications and
notices, as applicable, with the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") under the BHC Act, (ii) the filing of any
requisite applications with the Office of the Comptroller of the Currency (the
"OCC") or the Federal Deposit Insurance Corporation (the "FDIC") in connection
with the merger of Subsidiaries of West One and Bancorp, (iii) the filing of any
required applications or notices with any state agencies and approval of such
applications and notices (the "State Approvals"), (iv) the filing with the SEC
of a joint proxy statement in definitive form relating to the meetings of
Bancorp's and West One's shareholders to be held in connection with this
Agreement and the transactions contemplated hereby (the "Joint Proxy Statement")
and the registration statement on Form S-4 (the "S-4") in which the Joint Proxy
Statement will be included as a prospectus, (v) the filing of the Articles of
Merger with the Oregon Secretary pursuant to the OBCA, (vi) the filing of the
Articles of Merger with the Idaho Secretary pursuant to the IBCA, (vii) such
filings and approvals as are required to be made or obtained under the
securities or "Blue Sky" laws of various states in connection with the issuance
of the shares of Bancorp Common Stock pursuant to this Agreement, (viii) the
approval of this Agreement by the requisite vote of the shareholders of Bancorp
and West One, and (ix) the consents and approvals set forth in West One
Disclosure Schedule, no consents or approvals of or filings or registrations
with any court, administrative agency or commission or other governmental
authority or instrumentality (each a "Governmental Entity") or with any third
party are necessary in connection with (A) the execution and delivery by West
One of this Agreement and (B) the consummation by West One of the Merger and the
other transactions contemplated hereby.

--6--
<PAGE> 90

3.5 Reports. West One and each of its Subsidiaries have timely and
properly filed all material reports, registrations and statements, together with
any amendments required to be made with respect thereto, that they were required
to file since January 1, 1993, with (i) the Federal Reserve Board, (ii) the
Office of Thrift Supervision (the "OTS") under the Home Owners' Loan Act
("HOLA"), (iii) any state regulatory authority (each a "State Regulator"), (iv)
the OCC, (v) the FDIC, and (vi) any other self-regulatory organization ("SRO")
(collectively, "Regulatory Agencies"), and all other material reports and
statements required to be filed by them since January 1, 1993, and have paid all
fees and assessments due and payable in connection therewith. Except for normal
examinations conducted by a Regulatory Agency in the regular course of the
business of West One and its Subsidiaries, no Regulatory Agency has initiated
any proceeding or, to the best knowledge of West One, investigation into the
business or operations of West One or any of its Subsidiaries since January 1,
1993. There is no material unresolved violation, criticism, or exception by any
Regulatory Agency with respect to any report or statement relating to any
examinations of West One or any of its Subsidiaries.

3.6 Financial Statements. West One has previously delivered to Bancorp
copies of (a) the consolidated balance sheets of West One and its Subsidiaries
as of December 31, for the fiscal years 1993 and 1994, and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for the fiscal years 1992 through 1994, inclusive, as reported in West
One's Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
filed with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in each case accompanied by the audit report of Coopers &
Lybrand L.L.P., independent public accountants, with respect to West One, and
(b) the unaudited consolidated balance sheets of West One and its Subsidiaries
as of March 31, 1995, and March 31, 1994, and the related unaudited consolidated
statements of income, cash flows and changes in shareholders' equity for the
three-month periods then ended substantially in the form that is proposed to be
reported in West One's Quarterly Report on Form 10-Q for the period ended March
31, 1995, filed with the SEC under the Exchange Act. The financial statements
referred to in this Section 3.6 (including the related notes, where applicable)
fairly present (subject, in the case of the unaudited statements, to recurring
audit adjustments normal in nature and amount), the results of the consolidated
operations and changes in shareholders' equity and consolidated financial
position of West One and its Subsidiaries for the respective fiscal periods or
as of the respective dates therein set forth; each of such statements (including
the related notes, where applicable) comply in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto and each of such statements (including the
related notes, where applicable) has been prepared in accordance with generally
accepted accounting principles ("GAAP") consistently applied during the periods
involved, except in each case as indicated in such statements or in the notes
thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The
allowances for credit losses contained in the financial statements referred to
in this Section 3.6 were adequate as of their respective dates to absorb
reasonably anticipated losses in the loan portfolio of West One and its
Subsidiaries in view of the size and character of such portfolio, the current
economic conditions, and other pertinent factors and no facts have subsequently
come to the attention of management of West One that would cause management to
restate in any material way the level of such allowance for credit losses. With
respect to other real estate owned by West One and its Subsidiaries, the value
attributed thereto for purposes of compiling such financial statements does not
exceed the aggregate fair market value of such real estate as of the date of
acquisition of such real estate or as subsequently reduced, all in accordance
with regulations of the applicable Regulatory Agencies. The books and records of
West One and its Subsidiaries have been, and are being, maintained in all
material respects in accordance with GAAP and any other applicable legal and
accounting requirements and reflect only actual transactions.

3.7 Broker's Fees. Neither West One nor any West One Subsidiary nor any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with any of the transactions contemplated by this Agreement or the
Option Agreements.

3.8 Absence of Certain Changes or Events. (a) Except as publicly disclosed
in West One Reports (as defined below) filed prior to the date hereof, since
December 31, 1994, (i) neither West One nor any of its Subsidiaries has incurred
any material liability, except in the ordinary course of their business
consistent with

--7--
<PAGE> 91

their past practices, and (ii) no event has occurred that has had, or is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on West One.

(b) Except as publicly disclosed in West One Reports filed prior to the
date hereof, since December 31, 1994, West One and its Subsidiaries have carried
on their respective businesses in the ordinary and usual course consistent with
their past practices.

(c) Since January 1, 1995, neither West One nor any of its Subsidiaries has
(i) except for normal increases in the ordinary course of business consistent
with past practice or except as required by applicable law, increased the wages,
salaries, compensation, pension, or other fringe benefits or perquisites payable
to any executive officer, employee, or director from the amount thereof in
effect as of January 1, 1995, granted any severance or termination pay, entered
into any contract to make or grant any severance or termination pay, or paid any
bonus other than customary year-end bonuses for fiscal 1994, (ii) suffered any
strike, work stoppage, slowdown, or other labor disturbance, or (iii) been the
subject of any organizing activities known to West One.

3.9 Legal Proceedings. (a) Except as publicly disclosed in West One
Reports filed prior to the date hereof, neither West One nor any of its
Subsidiaries is a party to any, and there are no pending or, to the best of West
One's knowledge, threatened, material legal, administrative, arbitral or other
proceedings, claims, actions or governmental or regulatory investigations of any
nature (i) against West One or any of its Subsidiaries as to which there is a
reasonable possibility of an adverse determination and which, if adversely
determined, would, individually or in the aggregate, have a Material Adverse
Effect on West One or (ii) challenging the validity or propriety of the
transactions contemplated by this Agreement or the West One Option Agreement.

(b) There is no injunction, order, judgment, decree, or regulatory
restriction imposed upon West One, any of its Subsidiaries or the assets of West
One or any of its Subsidiaries that has had, or might reasonably be expected to
have, a Material Adverse Effect on West One.

3.10 Taxes and Tax Returns. (a) Each of West One and its Subsidiaries has
duly filed all material federal, state and, to the best of West One's knowledge,
material local information returns and tax returns required to be filed by it
(all such returns being accurate and complete in all material respects) and has
duly paid or made provisions for the payment of all material Taxes (as defined
below) and other governmental charges which have been incurred or are due or
claimed to be due from it by federal, state, county or local taxing authorities
(including, without limitation, if and to the extent applicable, those due in
respect of its properties, income, business, capital stock, deposits,
franchises, licenses, sales and payrolls) other than Taxes or other charges that
(1) are not yet delinquent or are being contested in good faith and (2) have not
been finally determined. The income tax returns of West One and its Subsidiaries
have been examined by the Internal Revenue Service (the "IRS"), and any
liability with respect thereto has been satisfied for all years to and including
1985, and no material deficiencies were asserted as a result of such examination
or all such deficiencies were satisfied. To the best of West One's knowledge,
there are no material disputes pending, or claims asserted for, Taxes or
assessments upon West One or any of its Subsidiaries, nor has West One or any of
its Subsidiaries been requested to give any currently effective waivers
extending the statutory period of limitation applicable to any Federal, state,
county or local income tax return for any period. In addition, (i) proper and
accurate amounts have been withheld by West One and its Subsidiaries from their
employees for all prior periods in compliance in all material respects with the
tax withholding provisions of applicable federal, state and local laws, except
where failure to do so would not have a Material Adverse Effect on West One,
(ii) federal, state, county and local returns that are accurate and complete in
all material respects have been filed by West One and its Subsidiaries for all
periods for which returns were due with respect to income tax withholding,
Social Security and unemployment taxes, except where failure to do so would not
have a Material Adverse Effect on West One, (iii) the amounts shown on such
federal, state, local or county returns to be due and payable have been paid in
full or adequate provision therefor has been included by West One in its
consolidated financial statements as of December 31, 1994, except where failure
to do so would not have a Material Adverse Effect on West One and (iv) there are
no tax liens upon any property or assets of the West One or its Subsidiaries
except liens for current taxes not yet due. To the knowledge of West One, no
property of West One or any of its Subsidiaries is property that West One or any
of its Subsidiaries is or will be required

--8--
<PAGE> 92

to treat as being owned by another person pursuant to the provisions of Section
168(f)(8) of the Code (as in effect prior to its amendment by the Tax Reform Act
of 1986) or is "tax-exempt use property" within the meaning of Section 169(h) of
the Code. Neither West One nor any of its Subsidiaries has been required to
include in income any adjustment pursuant to Section 481 of the Code by reason
of a voluntary change in accounting method initiated by West One or any of its
Subsidiaries, and the Internal Revenue Service has not initiated or proposed any
such adjustment or change in accounting method. Except as set forth in the
financial statements described in Section 3.6 hereof, neither West One nor any
of its Subsidiaries has entered into a transaction which is being accounted for
as an installment obligation under Section 453 of the Code, which would be
reasonably likely to have a Material Adverse Effect on West One.

(b) As used in this Agreement, the term "Tax" or "Taxes" means all federal,
state, county, local, and foreign income, excise, gross receipts, ad valorem,
profits, gains, property, sales, transfer, use, payroll, employment, severance,
withholding, duties, intangibles, franchise, and other taxes, charges, levies or
like assessments together with all penalties and additions to tax and interest
thereon.

(c) Any amount that could be received (whether in cash or property or the
vesting of property) as a result of any of the transactions contemplated by this
Agreement by any employee, officer or director of West One or any of its
affiliates who is a "Disqualified Individual" (as such term is defined in
proposed Treasury Regulation Section 1.280G-1) under any employment, severance
or termination agreement, other compensation arrangement or West One Benefit
Plan (as defined below) currently in effect would not be characterized as an
"excess parachute payment" (as such term is defined in Section 280G(b)(1) of the
Code).

(d) No disallowance of a deduction under Section 162(m) of the Code for
employee remuneration of any amount paid or payable by West One or any
Subsidiary of West One under any contract, plan, program, arrangement or
understanding is reasonably likely.

3.11 Employees. (a) The West One Disclosure Schedule sets forth a true and
complete list of each material plan, arrangement or agreement regarding
compensation or benefits for any employees, former employees, directors, or
former directors that is maintained as of the date of this Agreement (the "West
One Benefit Plans") by West One or any of its Subsidiaries or by any trade or
business, whether or not incorporated (an "ERISA Affiliate"), all of which
together with West One would be deemed a "single employer" within the meaning of
Section 4001 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

(b) West One has heretofore delivered to Bancorp true and complete copies
of each of the West One Benefit Plans and all related documents, including but
not limited to (i) the actuarial report for such Plan (if applicable) for each
of the last two years, and (ii) the most recent determination letter from the
Internal Revenue Service (if applicable) for such Plan.

(c) (i) Each of the West One Benefit Plans has been operated and
administered in all material respects in compliance with applicable laws,
including but not limited to ERISA and the Code, (ii) each of the West One
Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of
the Code is so qualified, (iii) with respect to each West One Benefit Plan that
is subject to Title IV of ERISA, the present value of accrued benefits under
such West One Benefit Plan, based upon the actuarial assumptions used for
funding purposes in the most recent actuarial report prepared by such West One
Benefit Plan's actuary with respect to such West One Benefit Plan, did not, as
of its latest valuation date, exceed the then current value of the assets of
such West One Benefit Plan allocable to such accrued benefits, (iv) no West One
Benefit Plan provides benefits, including, without limitation, death or medical
benefits (whether or not insured), with respect to current or former employees
of West One, its Subsidiaries or any ERISA Affiliate beyond their retirement or
other termination of service, other than (w) coverage mandated by applicable
law, (x) death benefits or retirement benefits under any "employee pension
plan," as that term is defined in Section 3(2) of ERISA, (y) deferred
compensation benefits accrued as liabilities on the books of West One, its
Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is
borne by the current or former employee (or his beneficiary), (v) no liability
under Title IV of ERISA has been incurred by West One, its Subsidiaries or any
ERISA Affiliate that has not been satisfied in full, and no condition exists
that presents a material risk to West One, its Subsidiaries or any ERISA
Affiliate of incurring a material liability thereunder, (vi) no West One

--9--
<PAGE> 93

Benefit Plan is a "multiemployer pension plan," as such term is defined in
Section 3(37) of ERISA, (vii) all contributions or other amounts payable by West
One or its Subsidiaries as of the Effective Time with respect to each West One
Benefit Plan in respect of current or prior plan years have been paid or accrued
in accordance with generally accepted accounting practices and Section 412 of
the Code, (viii) neither West One, its Subsidiaries nor any ERISA Affiliate has
engaged in a transaction in connection with which West One, its Subsidiaries or
any ERISA Affiliate could be subject to either a material civil penalty assessed
pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to
Section 4975 or 4976 of the Code, and (ix) to the best knowledge of West One
there are no pending, threatened or anticipated claims (other than routine
claims for benefits) by, on behalf of or against any of the West One Benefit
Plans or any trusts related thereto.

(d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
material payment including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director or any
employee of West One or any of its affiliates from West One or any of its
affiliates under any West One Benefit Plan or otherwise, (ii) materially
increase any benefits otherwise payable under any West One Benefit Plan or (iii)
result in any acceleration of the time of payment or vesting of any such
benefits to any material extent.

3.12 SEC Reports. West One has previously made available to Bancorp an
accurate and complete copy of each (a) final registration statement, prospectus,
report, schedule and definitive proxy statement filed since January 1, 1993, by
West One with the SEC pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act (the "West One Reports") and prior to the
date hereof and (b) communication mailed by West One to its shareholders since
January 1, 1993, and no such registration statement, prospectus, report,
schedule, proxy statement or communication contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that
information as of a later date shall be deemed to modify information as of an
earlier date. West One has timely filed all West One Reports and other documents
required to be filed by it under the Securities Act and the Exchange Act, and,
as of their respective dates, all West One Reports complied in all material
respects with the published rules and regulations of the SEC with respect
thereto.

3.13 Compliance with Applicable Law. (a) West One and each of its
Subsidiaries hold, and have at all times held, all material licenses,
franchises, permits and authorizations necessary for the lawful conduct of their
respective businesses under and pursuant to all, and have complied with and are
not in default in any material respect under any, applicable laws, statutes,
orders, rules, regulations of any Governmental Entity relating to West One or
any of its Subsidiaries, except where the failure to hold such license,
franchise, permit or authorization or such noncompliance or default would not,
individually or in the aggregate, have a Material Adverse Effect on West One,
and neither West One nor any of its Subsidiaries knows of, or has received
notice of, any material violations of any of the above.

(b) Except as would not have a Material Adverse Effect, (i) no real
property presently or previously owned, operated, or leased by West One or any
of its Subsidiaries or, to the best of their knowledge, securing any obligations
owed to them has been used as a storage or disposal site for hazardous
substances within the meaning of any applicable federal, state, or local
statute, law, rule, or regulation, and no hazardous substances have been
transferred from or to such real property, (ii) no governmental entity has
issued any citation or notice of violation relating to any environmental matter
concerning any real property owned, operated, or leased by West One or any of
its Subsidiaries or, to the best of their knowledge securing any obligations
owed to them, and neither West One nor any of its Subsidiaries has received any
notice that any such real property may or will be included on any list of areas
affected by any release of any hazardous substance or that it has or may be
named as a responsible or potentially responsible party with respect to any
hazardous substance site, and (iii) neither West One nor any of its Subsidiaries
has received any notice of any threatened investigation, proceeding, or
litigation concerning any such real property with respect to any environmental
matter or knows of any basis for any such investigation, proceeding, or
litigation.

--10--
<PAGE> 94

3.14 Certain Contracts. (a) Neither West One nor any of its Subsidiaries
is a party to or bound by any contract, arrangement, commitment or understanding
(whether written or oral) (i) with respect to the employment of any directors,
officers, employees or consultants, (ii) that, upon the consummation of the
transactions contemplated by this Agreement will (either alone or upon the
occurrence of any additional acts or events) result in any payment (whether of
severance pay or otherwise) becoming due from Bancorp, West One, the Surviving
Corporation, or any of their respective Subsidiaries to any officer or employee
thereof, (iii) that is a material contract (as defined in Item 601(b)(10) of
Regulation S-K of the SEC) to be performed after the date of this Agreement that
has not been filed or incorporated by reference in the West One Reports, (iv)
that materially restricts the conduct of any line of business by West One, (v)
with or to a labor union or guild (including any collective bargaining
agreement) or (vi) (including any stock option plan, stock appreciation rights
plan, restricted stock plan or stock purchase plan) any of the benefits of which
will be increased, or the vesting of the benefits of which will be accelerated,
by the occurrence of any of the transactions contemplated by this Agreement, or
the value of any of the benefits of which will be calculated on the basis of any
of the transactions contemplated by this Agreement. West One has previously
delivered to Bancorp true and correct copies of all employment, consulting, and
deferred compensation agreements that are in writing and a written summary of
all such contracts that are material to West One and not in writing. Each
contract, arrangement, commitment or understanding of the type described in this
Section 3.14(a), whether or not set forth in the West One Disclosure Schedule,
is referred to herein as a "West One Contract." Neither West One nor any of its
Subsidiaries knows of, or has received notice of, any violation of any West One
Contract by any of the other parties thereto that, individually or in the
aggregate, would have a Material Adverse Effect on West One.

(b) (i) Each West One Contract is valid and binding and in full force and
effect, (ii) West One and each of its Subsidiaries has in all material respects
performed all obligations required to be performed by it to date under each West
One Contract, except where such noncompliance, individually or in the aggregate,
would not have a Material Adverse Effect on West One, and (iii) no event or
condition exists that constitutes or, after notice or lapse of time or both,
would constitute, a material default on the part of West One or any of its
Subsidiaries or, to the knowledge of West One, on the part of any other party
under any such West One Contract, except where such default, individually or in
the aggregate, would not have a Material Adverse Effect on West One.

3.15 Agreements with Regulatory Agencies. Neither West One nor any of its
Subsidiaries is subject to any cease-and-desist or other order issued by, or is
a party to any written agreement, consent agreement or memorandum of
understanding with, or is a party to any commitment letter or similar
undertaking to, or is subject to any order or directive by, or is a recipient of
any supervisory letter from, or has adopted any board resolutions at the request
of (each, whether or not set forth in the West One Disclosure Schedule, a
"Regulatory Agreement"), any Regulatory Agency or other Governmental Entity that
restricts the conduct of its business or that in any manner relates to its
capital adequacy, its credit policies, its management or its business, nor has
West One or any of its Subsidiaries been advised by any Regulatory Agency or
other Governmental Entity that it is considering issuing or requesting any
Regulatory Agreement.

3.16 Undisclosed Liabilities. Except for those liabilities that are fully
reflected or reserved against on the consolidated balance sheet of West One as
of December 31, 1994 and for liabilities incurred in the ordinary course of
business consistent with past practice, since December 31, 1994, neither West
One nor any of its Subsidiaries has incurred any liability of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether due
or to become due) that, either alone or when combined with all similar
liabilities, has had, or could reasonably be expected to have, a Material
Adverse Effect on West One.

3.17 State Takeover Laws. The Board of Directors of West One has taken
such actions as are necessary such that the provisions of the Idaho Business
Combination Law (Sections 30-1701 to 30-1710) and the Idaho Control Share
Acquisition Law (Sections 30-1601 to 30-1614) will not apply to this Agreement
or the Option Agreements or any of the transactions contemplated hereby or
thereby.

3.18 Rights Agreement. West One has taken all action (including, if
required, redeeming all of the outstanding preferred stock purchase rights
issued pursuant to the West One Rights Agreement or amending

--11--
<PAGE> 95

or terminating the West One Rights Agreement) so that the entering into of this
Agreement and the Option Agreements, the Merger, the acquisition of shares
pursuant to the Option Agreements and the other transactions contemplated hereby
and thereby do not and will not result in the grant of any rights to any person
under the West One Rights Agreement or enable or require the West One Rights to
be exercised, distributed or triggered.

3.19 Pooling of Interests. As of the date of this Agreement, West One has
no reason to believe that the Merger will not qualify as a pooling of interests
for accounting purposes.

3.20 Interest Rate Risk Management Instruments; Derivatives. (a) West One
has heretofore delivered to Bancorp an accurate and complete list of (A) all
interest rate swaps, caps, floors, option agreements, and other interest rate
risk management arrangements and other instruments generally known as
"derivatives" to which West One or any of its Subsidiaries is a party or to
which any of their properties or assets may be subject and (B) all securities
owned by West One or its Subsidiaries that are generally known as "structured
note," "high risk mortgage derivatives," "capped floating rate notes," or
"capped floating rate mortgage derivatives" (instruments or agreements of the
type referred to in clauses (A) and (B), collectively, "Derivative Securities").
Neither West One nor any of its Subsidiaries has purchased any Derivative
Security for, or invested in any Derivative Security any assets of, any account
or person for which it or any such subsidiary acts as a trustee, fiduciary, or
investment advisor.

(b) All Derivative Securities to which West One or any of its Subsidiaries
is a party or to which any of their properties or assets may be subject were
entered into in the ordinary course of business and, to its knowledge, in
accordance with prudent banking practice and applicable rules, regulations, and
policies of the Regulatory Agencies and with counterparties believed to be
financially responsible at the time and are legal, valid, and binding
obligations enforceable in accordance with their terms (except as may be limited
by bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting
the rights of creditors generally, and the availability of equitable remedies),
and are in full force and effect. West One and each of its Subsidiaries has duly
performed in all material respects all of its obligations thereunder, and, to
its knowledge, there are no breaches, violations, or defaults or allegations or
assertions of such by any party thereunder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BANCORP

Except as set forth in the disclosure schedule of Bancorp delivered to West
One concurrently herewith (the "Bancorp Disclosure Schedule"), Bancorp hereby
represents and warrants to West One as follows:

4.1 Corporate Organization. (a) Bancorp is a corporation duly organized,
validly existing under the laws of the State of Oregon. Bancorp has the
corporate power and authority to own or lease all of its properties and assets
and to carry on its business as it is now being conducted, and is duly licensed
or qualified to do business in each jurisdiction in which the nature of the
business conducted by it or the character or location of the properties and
assets owned or leased by it makes such licensing or qualification necessary,
except where the failure to be so licensed or qualified would not have a
Material Adverse Effect on Bancorp. Bancorp is duly registered as a bank holding
company under the BHC Act. The Articles of Incorporation and Bylaws of Bancorp,
copies of which have previously been made available to West One, are true,
complete and correct copies of such documents as in effect as of the date of
this Agreement.

(b) Each Bancorp Subsidiary (i) is duly organized and validly existing as a
bank, corporation or partnership under the laws of its jurisdiction of
organization, (ii) is duly qualified to do business and in good standing in all
jurisdictions (whether federal, state, local or foreign) where its ownership or
leasing of property or the conduct of its business requires it to be so
qualified and in which the failure to be so qualified would have a Material
Adverse Effect on Bancorp, and (iii) has all requisite corporate power and
authority to own or lease its properties and assets and to carry on its business
as now conducted.

--12--
<PAGE> 96

(c) The minute books of Bancorp accurately reflect in all material respects
all corporate actions since January 1, 1993, of its shareholders and Board of
Directors (including committees of the Board of Directors of Bancorp).

4.2 Capitalization. (a) The authorized capital stock of Bancorp consists
of (i) 250,000,000 shares of Bancorp Common Stock, of which as of May 1, 1995,
98,202,805 shares were issued and outstanding and (ii) 50,000,000 shares of
Preferred Stock, no par value ("Bancorp Preferred Stock"), of which as of May 1,
1995, 6,000,000 shares designated as Series A were issued and outstanding. All
of the issued and outstanding shares of Bancorp Common Stock and Bancorp
Preferred Stock have been duly authorized and validly issued and are fully paid,
nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. As of the date of this Agreement, except for
(i) the Bancorp Option Agreement, (ii) shares of Bancorp Common Stock reserved
for issuance pursuant to the Bancorp Benefit Plans (as defined below), and (iii)
Bancorp's dividend reinvestment and stock purchase plan (the "Bancorp DRIP"),
Bancorp does not have and is not bound by any outstanding subscriptions,
options, warrants, calls, commitments or agreements of any character calling for
the purchase or issuance of any shares of Bancorp Common Stock or Bancorp
Preferred Stock or any other equity securities of Bancorp or any securities
representing the right to purchase or otherwise receive any shares of Bancorp
Common Stock or Bancorp Preferred Stock. As of December 31, 1994, 9,541,838
shares of Bancorp Common Stock were reserved for issuance pursuant to the
Bancorp DRIP and Bancorp Benefit Plans and no shares of Bancorp Preferred Stock
were reserved for issuance. As of the date of this Agreement, since December 31,
1994, Bancorp has not issued any shares of its capital stock or any securities
convertible into or exercisable for any shares of its capital stock, other than
pursuant to (i) the exercise of employee stock options granted prior to such
date, (ii) the Bancorp Option Agreement, (iii) the Bancorp DRIP, (iv) the
Bancorp Employee Investment Plan, and (v) the grant of options to non-employee
directors. The shares of Bancorp Capital Stock to be issued pursuant to the
Merger will be duly authorized and validly issued and, at the Effective Time,
all such shares will be fully paid, nonassessable and free of preemptive rights,
with no personal liability attaching to the ownership thereof.

(b) Bancorp owns, directly or indirectly, all of the issued and outstanding
shares of capital stock of each of the Bancorp Subsidiaries, free and clear of
any liens, charges, encumbrances and security interests whatsoever, and all of
such shares are duly authorized and validly issued and are fully paid,
nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. No Bancorp Subsidiary has or is bound by any
outstanding subscriptions, options, warrants, calls, commitments or agreements
of any character calling for the purchase or issuance of any shares of capital
stock or any other equity security of such Subsidiary or any securities
representing the right to purchase or otherwise receive any shares of capital
stock or any other equity security of such Subsidiary.

4.3 Authority; No Violation. (a) Bancorp has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of Bancorp. The Board of Directors of
Bancorp has directed that this Agreement and the transactions contemplated
hereby be submitted to Bancorp's shareholders for approval at a meeting of such
shareholders and except for the adoption of this Agreement by the affirmative
vote of the holders of a majority of the outstanding shares of Bancorp Common
Stock, no other corporate proceedings on the part of Bancorp are necessary to
approve this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by Bancorp and
(assuming due authorization, execution and delivery by West One) constitutes a
valid and binding obligation of Bancorp, enforceable against Bancorp in
accordance with its terms, except as enforcement may be limited by general
principles of equity whether applied in a court of law or a court of equity and
by bankruptcy, insolvency and similar laws affecting creditors' rights and
remedies generally.

(b) Neither the execution and delivery of this Agreement by Bancorp, nor
the consummation by Bancorp of the transactions contemplated hereby, nor
compliance by Bancorp with any of the terms or provisions hereof, will (i)
violate any provisions of the Articles of Incorporation or Bylaws of Bancorp or
(ii) assuming that the consents and approvals referred to in Section 4.4 are
duly obtained, (x) violate any statute, code, ordinance, rule, regulation,
judgment, order, writ, decree or injunction applicable to Bancorp or

--13--
<PAGE> 97

any of its Subsidiaries or any of their respective properties or assets, or (y)
violate, conflict with, result in a breach of any provision of or the loss of
any benefit under, constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, result in the termination
of or a right of termination or cancellation under, accelerate the performance
required by, or result in the creation of any lien, pledge, security interest,
charge or other encumbrance upon any of the respective properties or assets of
Bancorp or any of its Subsidiaries under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which Bancorp or any of
its Subsidiaries is a party, or by which they or any of their respective
properties or assets may be bound or affected, except (in the case of clause (y)
above) for such violations, conflicts, breaches or defaults which either
individually or in the aggregate will not have or be reasonably likely to have a
Material Adverse Effect on Bancorp.

4.4 Consents and Approvals. Except for (i) the filing of applications and
notices, as applicable, with the Federal Reserve Board under the BHC Act, (ii)
the filing of any requisite applications with the OCC or the FDIC in connection
with the merger of Subsidiaries of West One and Bancorp, (iii) the filing of the
State Approvals, (iv) the filing with the SEC of the Joint Proxy Statement and
the S-4, (v) the filing of the Articles of Merger with the Oregon Secretary
pursuant to the OBCA, (vi) the filing of the Articles of Merger with the Idaho
Secretary pursuant to the IBCA, (vii) such filings and approvals as are required
to be made or obtained under the securities or "Blue Sky" laws of various states
in connection with the issuance of the shares of Bancorp Common Stock pursuant
to this Agreement, and (viii) the approval of this Agreement by the requisite
vote of the shareholders of Bancorp and West One, no consents or approvals of or
filings or registrations with any Governmental Entity or with any third party
are necessary in connection with (A) the execution and delivery by Bancorp of
this Agreement and (B) the consummation by Bancorp of the Merger and the other
transactions contemplated hereby.

4.5 Reports. Bancorp and each of its Subsidiaries have timely and properly
filed all material reports, registrations and statements, together with any
amendments required to be made with respect thereto, that they were required to
file since January 1, 1993, with the Regulatory Agencies, and all other material
reports and statements required to be filed by them since January 1, 1993, and
have paid all fees and assessments due and payable in connection therewith.
Except for normal examinations conducted by a Regulatory Agency in the regular
course of the business of Bancorp and its Subsidiaries, no Regulatory Agency has
initiated any proceeding or, to the best knowledge of Bancorp, investigation
into the business or operations of Bancorp or any of its Subsidiaries since
January 1, 1993. There is no material unresolved violation, criticism, or
exception by any Regulatory Agency with respect to any report or statement
relating to any examinations of Bancorp or any of its Subsidiaries.

4.6 Financial Statements. Bancorp has previously delivered to West One
copies of (a) the consolidated balance sheets of Bancorp and its Subsidiaries as
of December 31, for the fiscal years 1993 and 1994, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for the
fiscal years 1992 through 1994, inclusive, as reported in Bancorp's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the
SEC under the Exchange Act, in each case accompanied by the audit report of
Deloitte & Touche LLP, independent auditors with respect to Bancorp, (b) the
unaudited consolidated balance sheets of Bancorp and its Subsidiaries as of
March 31, 1995, and March 31, 1994, and the related unaudited consolidated
statements of income, cash flows and changes in shareholders' equity for the
three month periods then ended substantially in the form that is proposed to be
reported in Bancorp's Quarterly Report on Form 10-Q for the period ended March
31, 1995, filed with the SEC under the Exchange Act. The financial statements
referred to in this Section 4.6 (including the related notes, where applicable)
fairly present (subject, in the case of the unaudited statements, to recurring
audit adjustments normal in nature and amount), the results of the consolidated
operations and changes in shareholders' equity and consolidated financial
position of Bancorp and its Subsidiaries for the respective fiscal periods or as
of the respective dates therein set forth; each of such statements (including
the related notes, where applicable) complies in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto, and each of such statements (including the
related notes, where applicable) has been prepared in accordance with GAAP
consistently applied during the periods involved,

--14--
<PAGE> 98

except in each case as indicated in such statements or in the notes thereto or,
in the case of unaudited statements, as permitted by Form 10-Q. The allowances
for credit losses contained in the financial statements referred to in this
Section 4.6 were adequate as of their respective dates to absorb reasonably
anticipated losses in the loan portfolio of Bancorp and its Subsidiaries in view
of the size and character of such portfolio, the current economic conditions,
and other pertinent factors and no facts have subsequently come to the attention
of management of Bancorp that would cause management to restate in any material
way the level of such allowance for credit losses. With respect to other real
estate owned by Bancorp and its Subsidiaries, the value attributed thereto for
purposes of compiling such financial statements does not exceed the aggregate
fair market value of such real estate as of the date of acquisition of such real
estate or as subsequently reduced, all in accordance with regulations of the
applicable Regulatory Agencies. The books and records of Bancorp and its
Subsidiaries have been, and are being, maintained in all material respects in
accordance with GAAP and any other applicable legal and accounting requirements
and reflect only actual transactions.

4.7 Brokers' Fees. Neither Bancorp nor any Bancorp Subsidiary nor any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with any of the transactions contemplated by this Agreement or the
Option Agreements.

4.8 Absence of Certain Changes or Events. (a) Except as publicly disclosed
in Bancorp Reports (as defined below) filed prior to the date hereof, since
December 31, 1994, (i) neither Bancorp nor any of its Subsidiaries has incurred
any material liability, except in the ordinary course of their business
consistent with their past practices, and (ii) no event has occurred that has
had, or is reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Bancorp.

(b) Except as publicly disclosed in Bancorp Reports filed prior to the date
hereof, from December 31, 1994, through the date of this Agreement, Bancorp and
its Subsidiaries have carried on their respective businesses in the ordinary and
usual course consistent with their past practices.

(c) Since January 1, 1995, neither Bancorp nor any of its Subsidiaries has
(i) suffered any strike, work stoppage, slowdown, or other labor disturbance or
(ii) been the subject of any organizing activities.

4.9 Legal Proceedings. (a) Except as publicly disclosed in Bancorp Reports
filed prior to the date hereof, neither Bancorp nor any of its Subsidiaries is a
party to any and there are no pending or, to the best of Bancorp's knowledge,
threatened, material legal, administrative, arbitral or other proceedings,
claims, actions or governmental or regulatory investigations of any nature (i)
against Bancorp or any of its Subsidiaries as to which there is a reasonable
possibility of an adverse determination and which, if adversely determined,
would, individually or in the aggregate, have a Material Adverse Effect on
Bancorp or (ii) challenging the validity or propriety of the transactions
contemplated by this Agreement or the Bancorp Option Agreement.

(b) There is no injunction, order, judgment, decree, or regulatory
restriction imposed upon Bancorp, any of its Subsidiaries or the assets of
Bancorp or any of its Subsidiaries that has had, or might reasonably be expected
to have, a Material Adverse Effect on Bancorp or the Surviving Corporation.

4.10 Taxes and Tax Returns. (a) Each of Bancorp and its Subsidiaries has
duly filed all material federal, state and, to the best of Bancorp's knowledge,
material local information returns and tax returns required to be filed by it on
or prior to the date hereof (all such returns being accurate and complete in all
material respects) and has duly paid or made provisions for the payment of all
material Taxes (as defined below) and other governmental charges which have been
incurred or are due or claimed to be due from it by federal, state, county or
local taxing authorities on or prior to the date of this Agreement (including,
without limitation, if and to the extent applicable, those due in respect of its
properties, income, business, capital stock, deposits, franchises, licenses,
sales and payrolls) other than Taxes or other charges (1) that are not yet
delinquent or are being contested in good faith and (2) have not been finally
determined. The income tax returns of Bancorp and its Subsidiaries have been
examined by the Internal Revenue Service (the "IRS") and any liability with
respect thereto has been satisfied for all years to and including 1985, and no
material deficiencies were asserted as a result of such examination or all such
deficiencies were satisfied. To the best of Bancorp's knowledge, there are no
material disputes pending, or claims asserted for, Taxes or assessments

--15--
<PAGE> 99

upon Bancorp or any of its Subsidiaries, nor has Bancorp or any of its
Subsidiaries been requested to give any currently effective waivers extending
the statutory period of limitation applicable to any federal, state, county or
local income tax return for any period. In addition, (i) proper and accurate
amounts have been withheld by Bancorp and its Subsidiaries from their employees
for all prior periods in compliance in all material respects with the tax
withholding provisions of applicable federal, state and local laws, except where
failure to do so would not have a Material Adverse Effect on Bancorp, (ii)
federal, state, county and local returns that are accurate and complete in all
material respects have been filed by Bancorp and its Subsidiaries for all
periods for which returns were due with respect to income tax withholding,
Social Security and unemployment taxes, except where failure to do so would not
have a Material Adverse Effect on Bancorp, (iii) the amounts shown on such
federal, state, local or county returns to be due and payable have been paid in
full or adequate provision therefor has been included by Bancorp in its
consolidated financial statements as of December 31, 1994, except where failure
to do so would not have a Material Adverse Effect on Bancorp and (iv) there are
no Tax liens upon any property or assets of the Bancorp or its Subsidiaries
except liens for current taxes not yet due. To the knowledge of Bancorp, no
property of Bancorp or any of its Subsidiaries is property that Bancorp or any
of its Subsidiaries is or will be required to treat as being owned by another
person pursuant to the provisions of Section 168(f)(8) of the Code (as in effect
prior to its amendment by the Tax Reform Act of 1986) or is "tax-exempt use
property" within the meaning of Section 169(h) of the Code. Neither Bancorp nor
any of its Subsidiaries has been required to include in income any adjustment
pursuant to Section 481 of the Code by reason of a voluntary change in
accounting method initiated by Bancorp or any of its Subsidiaries, and the
Internal Revenue Service has not initiated or proposed any such adjustment or
change in accounting method. Except as set forth in the financial statements
described in Section 4.6 hereof, neither Bancorp nor any of its Subsidiaries has
entered into a transaction which is being accounted for as an installment
obligation under Section 453 of the Code, which would be reasonably likely to
have a Material Adverse Effect on Bancorp.

(b) Any amount that could be received (whether in cash or property or the
vesting of property) as a result of any of the transactions contemplated by this
Agreement by any employee, officer or director of Bancorp or any of its
affiliates who is a "Disqualified Individual" (as such term is defined in
proposed Treasury Regulation Section 1.280G-1) under any employment, severance
or termination agreement, other compensation arrangement or Bancorp Benefit Plan
currently in effect would not be characterized as an "excess parachute payment"
(as such term is defined in Section 280G(b)(1) of the Code).

(c) No disallowance of a deduction under Section 162(m) of the Code for
employee remuneration of any amount paid or payable by Bancorp or any Subsidiary
of Bancorp under any contract, plan, program, arrangement or understanding is
reasonably likely.

4.11 Employees. (a) The Bancorp Disclosure Schedule sets forth a true and
complete list of each material plan, arrangement or agreement regarding
compensation or benefits for any employees, former employees, directors, or
former directors that is maintained as of the date of this Agreement (the
"Bancorp Benefit Plans") by Bancorp, any of its Subsidiaries or by any trade or
business; whether or not incorporated (a "Bancorp ERISA Affiliate"), all of
which together with Bancorp would be deemed a "single employer" within the
meaning of Section 4001 of ERISA.

(b) Bancorp has heretofore delivered to West One true and complete copies
of each of the Bancorp Benefit Plans and all related documents, including but
not limited to (i) the actuarial report for such Bancorp Benefit Plan (if
applicable) for each of the last two years, and (ii) the most recent
determination letter from the Internal Revenue Service (if applicable) for such
Bancorp Benefit Plan.

(c) (i) Each of the Bancorp Benefit Plans has been operated and
administered in all material respects in compliance with applicable laws,
including but not limited to ERISA and the Code, (ii) each of the Bancorp
Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of
the Code is so qualified, (iii) with respect to each Bancorp Benefit Plan that
is subject to Title IV of ERISA, the present value of accrued benefits under
such Bancorp Benefit Plan, based upon the actuarial assumptions used for funding
purposes in the most recent actuarial report prepared by such Bancorp Benefit
Plan's actuary with respect to such Bancorp Benefit Plan, did not, as of its
latest valuation date, exceed the then current value of the assets of

--16--
<PAGE> 100

such Bancorp Benefit Plan allocable to such accrued benefits, (iv) no Bancorp
Benefit Plan provides benefits, including without limitation death or medical
benefits (whether or not insured), with respect to current or former employees
of Bancorp, its Subsidiaries or any Bancorp ERISA Affiliate beyond their
retirement or other termination of service, other than (w) coverage mandated by
applicable law, (x) death benefits or retirement benefits under any "employee
pension plan," as that term is defined in Section 3(2) of ERISA, (y) deferred
compensation benefits accrued as liabilities on the books of Bancorp, its
Subsidiaries or the Bancorp ERISA Affiliates or (z) benefits the full cost of
which is borne by the current or former employee (or his beneficiary), (v) no
liability under Title IV of ERISA has been incurred by Bancorp, its Subsidiaries
or any Bancorp ERISA Affiliate that has not been satisfied in full, and no
condition exists that presents a material risk to Bancorp, its Subsidiaries or
any Bancorp ERISA Affiliate of incurring a material liability thereunder, (vi)
no Bancorp Benefit Plan is a "multiemployer pension plan," as such term is
defined in Section 3(37) of ERISA, (vii) all contributions or other amounts
payable by Bancorp or its Subsidiaries as of the Effective Time with respect to
each Bancorp Benefit Plan in respect of current or prior plan years have been
paid or accrued in accordance with GAAP and Section 412 of the Code, (viii)
neither Bancorp, its Subsidiaries nor any Bancorp ERISA Affiliate has engaged in
a transaction in connection with which Bancorp, its Subsidiaries or any Bancorp
ERISA Affiliate could be subject to either a material civil penalty assessed
pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to
Section 4975 or 4976 of the Code, and (ix) to the best knowledge of Bancorp
there are no pending, threatened or anticipated claims (other than routine
claims for benefits) by, on behalf of or against any of the Bancorp Benefit
Plans or any trusts related thereto.

(d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
material payment (including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due to any director or any
employee of Bancorp or any of its affiliates from Bancorp or any of its
affiliates under any Bancorp Benefit Plan or otherwise, (ii) materially increase
any benefits otherwise payable under any Bancorp Benefit Plan, or (iii) result
in any acceleration of the time of payment or vesting of any such benefits to
any material extent.

4.12 SEC Reports. Bancorp has previously made available to West One an
accurate and complete copy of each (a) final registration statement, prospectus,
report, schedule and definitive proxy statement filed since January 1, 1993, by
Bancorp with the SEC pursuant to the Securities Act or the Exchange Act (the
"Bancorp Reports") and prior to the date hereof and (b) communication mailed by
Bancorp to its shareholders since January 1, 1993, and prior to the date hereof,
and no such registration statement, prospectus, report, schedule, proxy
statement or communication contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, except that information as of a later date shall
be deemed to modify information as of an earlier date. Bancorp has timely filed
all Bancorp Reports and other documents required to be filed by it under the
Securities Act and the Exchange Act, and, as of their respective dates, all
Bancorp Reports complied in all material respects with the published rules and
regulations of the SEC with respect thereto.

4.13 Compliance with Applicable Law. (a) Except as disclosed in the
Bancorp Disclosure Schedule, Bancorp and each of its Subsidiaries hold, and have
at all times held, all material licenses, franchises, permits and authorizations
necessary for the lawful conduct of their respective businesses under and
pursuant to all, and have complied with and are not in default in any material
respect under any, applicable laws, statutes, orders, rules, or regulations of
any Governmental Entity relating to Bancorp or any of its Subsidiaries, except
where the failure to hold such license, franchise, permit or authorization or
such noncompliance or default would not, individually or in the aggregate, have
a Material Adverse Effect on Bancorp, and neither Bancorp nor any of its
Subsidiaries knows of, or has received notice of, any material violations of any
of the above.

(b) Except as would not have a Material Adverse Effect, (i) no real
property presently or previously owned, operated, or leased by Bancorp or any of
its Subsidiaries or, to the best of their knowledge, securing any obligations
owed to them has been used as a storage or disposal site for hazardous
substances within the meaning of any applicable federal, state, or local
statute, law, rule, or regulation, and no hazardous substances have been
transferred from or to such real property, (ii) no governmental entity has
issued any citation or

--17--
<PAGE> 101

notice of violation relating to any environmental matter concerning any real
property owned, operated, or leased by Bancorp or any of its Subsidiaries or, to
the best of their knowledge securing any obligations owed to them, and neither
Bancorp nor any of its Subsidiaries has received any notice that any such real
property may or will be included on any list of areas affected by any release of
any hazardous substance or that it has or may be named as a responsible or
potentially responsible party with respect to any hazardous substance site, and
(iii) neither Bancorp nor any of its Subsidiaries has received any notice of any
threatened investigation, proceeding, or litigation concerning any such real
property with respect to any environmental matter or knows of any basis for any
such investigation, proceeding, or litigation.

4.14 Certain Contracts. (a) Neither Bancorp nor any of its Subsidiaries is
a party to or bound by any contract, arrangement, commitment or understanding
(whether written or oral) (i) with respect to the employment of any directors,
officers, employees or consultants, (ii) that, upon the consummation of the
transactions contemplated by this Agreement will (either alone or upon the
occurrence of any additional acts or events) result in any payment (whether of
severance pay or otherwise) becoming due from Bancorp, West One, the surviving
Corporation, or any of their respective Subsidiaries to any officer or employee
thereof, (iii) that is a material contract (as defined in Item 601(b)(10) of
Regulation S-K of the SEC) to be performed after the date of this Agreement that
has not been filed or incorporated by reference in the Bancorp Reports, (iv)
that materially restricts the conduct of any line of business by Bancorp, (v)
with or to a labor union or guild (including any collective bargaining
agreement), or (vi) (including any stock option plan, stock appreciation rights
plan, restricted stock plan or stock purchase plan) any of the benefits of which
will be increased, or the vesting of the benefits of which will be accelerated,
by the occurrence of any of the transactions contemplated by this Agreement, or
the value of any of the benefits of which will be calculated on the basis of any
of the transactions contemplated by this Agreement. Each contract, arrangement,
commitment or understanding of the type described in this Section 4.14(a),
whether or not set forth in the Bancorp Disclosure Schedule, is referred to
herein as a "Bancorp Contract." Neither Bancorp nor any of its Subsidiaries
knows of, or has received notice of, any violation of any Bancorp Contract by
any of the other parties thereto that, individually or in the aggregate, would
have a Material Adverse Effect on Bancorp.

(b)(i) Each Bancorp Contract is valid and binding and in full force and
effect, (ii) Bancorp and each of its Subsidiaries has in all material respects
performed all obligations required to be performed by it to date under each
Bancorp Contract, except where such noncompliance, individually or in the
aggregate, would not have a Material Adverse Effect on Bancorp, and (iii) no
event or condition exists that constitutes or, after notice or lapse of time, or
both, would constitute, a material default on the part of Bancorp or any of its
Subsidiaries or, to the knowledge of Bancorp, on the part of any other party
under any such Bancorp Contract, except where such default, individually or in
the aggregate, would not have a Material Adverse Effect on Bancorp.

4.15 Agreements with Regulatory Agencies. Neither Bancorp nor any of its
Subsidiaries is subject to any cease-and-desist or other order issued by, or is
a party to any written agreement, consent agreement or memorandum of
understanding with, or is a party to any commitment letter or similar
undertaking to, or is subject to any order or directive by, or is a recipient of
any supervisory letter from, or has adopted any board resolutions at the request
of (each, whether or not set forth in the Bancorp Disclosure Schedule, a
"Bancorp Regulatory Agreement"), any Regulatory Agency or other Governmental
Entity that restricts the conduct of its business or that in any manner relates
to its capital adequacy, its credit policies, its management or its business,
nor has Bancorp or any of its Subsidiaries been advised by any Regulatory Agency
or other Governmental Entity that it is considering issuing or requesting any
Regulatory Agreement.

4.16 Undisclosed Liabilities. Except for those liabilities that are fully
reflected or reserved against on the consolidated balance sheet of Bancorp dated
as of December 31, 1994, and for liabilities incurred in the ordinary course of
business consistent with past practice, since December 31, 1994, neither Bancorp
nor any of its Subsidiaries has incurred any liability of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether due or to become
due) that, either alone or when combined with all similar liabilities, has had,
or could reasonably be expected to have, a Material Adverse Effect on Bancorp.

--18--
<PAGE> 102

4.17 Pooling of Interests. As of the date of this Agreement, Bancorp has
no reason to believe that the Merger will not qualify as a pooling of interests
for accounting purposes.

4.18 Interest Rate Risk Management Instruments; Derivatives. (a) Bancorp
has heretofore delivered to West One an accurate and complete list of all
Derivative Securities to which Bancorp or any of its Subsidiaries is a party or
any of their properties may be subject, or that are owned by Bancorp or any of
its Subsidiaries. Neither Bancorp nor any of its Subsidiaries has purchased any
Derivative Security for, or invested in any Derivative Security any assets of,
any account or person for which it or any such Subsidiary acts as a trustee,
fiduciary, or investment advisor.

(b) All Derivative Securities to which Bancorp or any of its Subsidiaries
is a party or to which any of their properties or assets may be subject were
entered into in the ordinary course of business and, to its knowledge, in
accordance with prudent banking practice and applicable rules, regulations, and
policies of the Regulatory Agencies and with counterparties believed to be
financially responsible at the time and are legal, valid, and binding
obligations enforceable in accordance with their terms (except as may be limited
by bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting
the rights of creditors generally, and the availability of equitable remedies),
and are in full force and effect. Bancorp and each of its Subsidiaries has duly
performed in all material respects all of its obligations thereunder, and, to
its knowledge, there are no breaches, violations, or defaults or allegations or
assertions of such by any party thereunder.

4.19 State Takeover Laws. The Board of Directors of Bancorp has taken such
actions as are necessary such that the provisions of Sections 60.825 to 60.845
of the Oregon Business Corporation Act regarding business combinations and the
Oregon Control Share Act (Sections 60.801 to 60.813) will not apply to this
Agreement or the Option Agreements or any of the transactions contemplated
hereby or thereby.

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1 Conduct of West One Businesses Prior to the Effective Time. During the
period from the date of this Agreement to the Effective Time, except as
expressly contemplated or permitted by this Agreement or the West One Option
Agreement, West One shall, and shall cause its Subsidiaries to, (i) conduct its
business in the usual, regular and ordinary course consistent with past
practice, (ii) use reasonable best efforts to maintain and preserve intact its
business organization, employees and advantageous business relationships and
retain the services of its officers and key employees and (iii) take no action
that would adversely affect or delay the ability of West One or Bancorp to
obtain any necessary approvals of any Regulatory Agency or other governmental
authority required for the transactions contemplated hereby or to perform its
covenants and agreements under this Agreement or the West One Option Agreement.

5.2 West One Forbearances. During the period from the date of this
Agreement to the Effective Time, except as expressly contemplated or permitted
by this Agreement or the West One Option Agreement, West One shall not, and
shall not permit any of its Subsidiaries to, without the prior written consent
of Bancorp:

(a) other than in the ordinary course of business consistent with past
practice, incur any indebtedness for borrowed money (other than short-term
indebtedness incurred to refinance short-term indebtedness and indebtedness
of West One or any of its Subsidiaries to West One or any of its
Subsidiaries or fund redemption of debentures or repurchases of stock
related thereto; it being understood and agreed that incurrence of
indebtedness in the ordinary course of business shall include, without
limitation, the creation of deposit liabilities, purchases of federal
funds, sales of certificates of deposit and entering into repurchase
agreements), assume, guarantee, endorse or otherwise as an accommodation
become responsible for the obligations of any other individual, corporation
or other entity, or make any loan or advance;

(b) adjust, split, combine or reclassify any capital stock; make,
declare or pay any dividend or make any other distribution on, or directly
or indirectly redeem, purchase or otherwise acquire, any shares of its
capital stock or any securities or obligations, convertible into or
exchangeable for any shares of its capital

--19--
<PAGE> 103

stock, or grant or issue any stock appreciation rights or grant or issue to
any individual, corporation or other entity any right to acquire any shares
of its capital stock (except for regular quarterly cash dividends at the
rate not in excess of the rate being paid at the date of this Agreement as
such rate may be increased at times and in amounts as are consistent with
past practice and except for dividends paid by any of its wholly owned
Subsidiaries or any of their wholly owned Subsidiaries); or issue any
additional shares of capital stock or securities or obligations convertible
into or exchangeable for shares of its capital stock except pursuant to (A)
the exercise of stock options outstanding as of the date hereof, (B) the
West One Option Agreement, (C) the West One Rights Agreement; (D)
conversion of the Convertible Debentures, or (E) the West One DRIP until
the West One DRIP is terminated, which shall occur as soon as practicable
after the date hereof;

(c) sell, transfer, mortgage, encumber or otherwise dispose of any of
its properties or assets to any individual, corporation or other entity
other than a direct or indirect wholly owned Subsidiary, or cancel, release
or assign any indebtedness to any such person or any claims held by any
such person, except in the ordinary course of business consistent with past
practice or pursuant to contracts or agreements in force at the date of
this Agreement;

(d) except for transactions in the ordinary course of business
consistent with past practice, make any material investment either by
purchase of stock or securities, contributions to capital, property
transfers, or purchase of any property or assets of any other individual,
corporation or other entity other than a wholly owned Subsidiary thereof;

(e) except for transactions in the ordinary course of business
consistent with past practice, enter into or terminate any material
contract or agreement, or make any change in any of its material leases or
contracts, other than renewals of contracts and leases without material
adverse changes of terms;

(f) increase in any manner the compensation or fringe benefits of any
of its employees other than increases for employees in the ordinary course
of business consistent with past practice or pay any pension or retirement
allowance not required by any existing plan or agreement to any such
employees or become a party to, amend or commit itself to any pension,
retirement, profit-sharing or welfare benefit plan or agreement or
employment agreement with or for the benefit of any employee other than
amendments required to comply with applicable legal requirements or
accelerate the vesting of any stock options or other stock-based
compensation;

(g) solicit, encourage or authorize any individual, corporation or
other entity to solicit from any third party any inquiries or proposals
relating to the disposition of its business or assets, or the acquisition
of its voting securities, or the merger of it or any of its Subsidiaries
with any corporation or other entity other than as provided by this
Agreement (and West One shall promptly notify Bancorp of all of the
relevant details relating to all inquiries and proposals which it may
receive relating to any of such matters) or unless West One shall have
determined based upon the written advice of counsel that fiduciary duties
under applicable law require otherwise, participate in any negotiations
concerning or otherwise facilitate any such transaction;

(h) settle any claim, action or proceeding involving material money
damages, except in the ordinary course of business consistent with past
practice;

(i) take any action that would prevent or impede the Merger from
qualifying (i) for pooling of interests accounting treatment or (ii) as a
reorganization within the meaning of Section 368 of the Code; provided,
however, that nothing contained herein shall limit the ability of West One
to exercise its rights under the Bancorp Option Agreement;

(j) amend its articles of incorporation or its bylaws;

(k) other than in prior consultation with Bancorp, restructure or
materially change its investment securities portfolio or its gap position,
through purchases, sales or otherwise, or the manner in which the portfolio
is classified or reported;

--20--
<PAGE> 104

(l) take any action that is intended or may reasonably be expected to
result in any of its representations and warranties set forth in this
Agreement being or becoming untrue in any material respect at any time
prior to the Effective Time, or in any of the conditions to the Merger set
forth in Article VII not being satisfied or in a violation of any provision
of this Agreement, except, in every case, as may be required by applicable
law; or

(m) agree to, or make any commitment to, take any of the actions
prohibited by this Section 5.2.

5.3 Bancorp Forbearances. During the period from the date of this
Agreement to the Effective Time, except as expressly contemplated or permitted
by this Agreement or the Bancorp Option Agreement, Bancorp shall not, and shall
not permit any of its Subsidiaries to, without the prior written consent of West
One:

(a) reclassify any of its capital stock or make, declare, or pay any
dividend or make any other distribution on, any shares of its capital stock
or any securities or obligations, convertible into or exchangeable for any
shares of its capital stock (except for regular quarterly cash dividends at
a rate not in excess of such rate as Bancorp from time to time adopts as
its regular quarterly dividend rate and except for dividends paid by any of
its wholly owned Subsidiaries or any of their wholly owned Subsidiaries);

(b) take any action that would prevent or impede the Merger from
qualifying (i) for pooling of interests accounting treatment or (ii) as a
reorganization within the meaning of Section 368 of the Code; provided,
however, that nothing contained herein shall limit the ability of Bancorp
to exercise its rights under the West One Option Agreement;

(c) take any action that is intended or may reasonably be expected to
result in any of its representations and warranties set forth in this
Agreement being or becoming untrue in any material respect at any time
prior to the Effective Time, or in any of the conditions of the Merger set
forth in this Article VII not being satisfied or in a violation of any
provision of this Agreement, except, in every case, as may be required by
applicable law;

(d) take any action that would adversely affect or delay its ability
to obtain any necessary approvals of any Regulatory Agency or other
governmental authority required for the transactions contemplated hereby or
to perform its covenants and agreements under this Agreement or the Bancorp
Option Agreement;

(e) amend its articles of incorporation except with respect to the
establishment of one or more series of preferred stock; or

(f) agree to, or make any commitment to, take any of the actions
prohibited by this Section 5.3.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 Regulatory Matters. (a) Bancorp and West One shall promptly prepare
and file with the SEC the Joint Proxy Statement and Bancorp shall promptly
prepare and file with the SEC the S-4, in which the Joint Proxy Statement will
be included as a prospectus. Each of Bancorp and West One shall use all
reasonable efforts to have the S-4 declared effective under the Securities Act
as promptly as practicable after such filing, and Bancorp and West One shall
thereafter mail the Joint Proxy Statement to their respective shareholders.
Bancorp shall also use all reasonable efforts to obtain all necessary state
securities law or "Blue Sky" permits and approvals required to carry out the
transactions contemplated by this Agreement, and West One shall furnish all
information concerning West One and the holders of West One Common Stock as may
be reasonably requested in connection with any such action.

(b) The parties hereto shall cooperate with each other and use their
reasonable best efforts to promptly prepare and file all necessary
documentation, to effect all applications, notices, petitions and filings, to
obtain as promptly as practicable all permits, consents, approvals and
authorizations of all third parties and Governmental Entities which are
necessary or advisable to consummate the transactions contemplated by this

--21--
<PAGE> 105

Agreement (including, without limitation, the Merger), and to comply with the
terms and conditions of all such permits, consents, approvals and authorizations
of all such Governmental Entities. Bancorp and West One shall have the right to
review in advance, and to the extent practicable each will consult the other on,
in each case subject to applicable laws relating to the exchange of information,
all the information relating to West One or Bancorp, as the case may be, and any
of their respective Subsidiaries, which appear in any filing made with, or
written materials submitted to, any third party or any Governmental Entity in
connection with the transactions contemplated by this Agreement. In exercising
the foregoing right, each of the parties hereto shall act reasonably and as
promptly as practicable. The parties hereto agree that they will consult with
each other with respect to the obtaining of all permits, consents, approvals and
authorizations of all third parties and Governmental Entities necessary or
advisable to consummate the transactions contemplated by this Agreement and each
party will keep the other apprised of the status of matters relating to
completion of the transactions contemplated herein.

(c) Bancorp and West One shall, upon request, furnish each other with all
information concerning themselves, their Subsidiaries, directors, officers and
shareholders and such other matters as may be reasonably necessary or advisable
in connection with the Joint Proxy Statement, the S-4 or any other statement,
filing, notice or application made by or on behalf of Bancorp, West One or any
of their respective Subsidiaries to any Governmental Entity in connection with
the Merger and the other transactions contemplated by this Agreement.

(d) Bancorp and West One shall promptly advise each other upon receiving
any communication from any Governmental Entity whose consent or approval is
required for consummation of the transactions contemplated by this Agreement
which causes such party to believe that there is a reasonable likelihood that
any Requisite Regulatory Approval will not be obtained or that the receipt of
any such approval will be materially delayed.

6.2 Access to Information. (a) Upon reasonable notice and subject to
applicable laws relating to the exchange of information, each of Bancorp and
West One shall, and shall cause each of their respective Subsidiaries to, afford
to the officers, employees, accountants, counsel and other representatives of
the other party, access, during normal business hours during the period prior to
the Effective Time, to all its properties, books, contracts, commitments and
records and, during such period, each of Bancorp and West One shall, and shall
cause their respective Subsidiaries to, make available to the other party (i) a
copy of each report, schedule, registration statement and other document filed
or received by it during such period pursuant to the requirements of federal
securities laws or federal or state banking laws, savings and loan or savings
association laws (other than reports or documents which Bancorp or West One, as
the case may be, is not permitted to disclose under applicable law) and (ii) all
other information concerning its business, properties and personnel as such
party may reasonably request. Neither Bancorp nor West One nor any of their
respective Subsidiaries shall be required to provide access to or to disclose
information where such access or disclosure would violate or prejudice the
rights of Bancorp's or West One's, as the case may be, customers, jeopardize the
attorney-client privilege of the institution in possession or control of such
information or contravene any law, rule, regulation, order, judgment, decree,
fiduciary duty or binding agreement entered into prior to the date of this
Agreement. The parties hereto will make appropriate substitute disclosure
arrangements under circumstances in which the restrictions of the preceding
sentence apply.

(b) Each of Bancorp and West One shall hold all information furnished by
the other party or any of such party's Subsidiaries or representatives pursuant
to Section 6.2(a) in confidence to the extent required by, and in accordance
with, the provisions of the confidentiality agreements, dated March 31, 1995,
between Bancorp and West One (the "Confidentiality Agreements").

(c) No investigation by either of the parties or their respective
representatives shall affect the representations and warranties of the other set
forth herein.

6.3 Shareholders' Approvals. Each of Bancorp and West One shall call a
meeting of its shareholders to be held as soon as practicable for the purpose of
voting upon the requisite shareholder approvals required in connection with this
Agreement and the Merger, and each shall use its best efforts to cause such
meetings to occur on the same date. Subject to fiduciary requirements under
applicable law, the boards of directors of

--22--
<PAGE> 106

West One and Bancorp shall recommend such approval to their respective
shareholders and shall use reasonable efforts to solicit such approval.

6.4 Legal Conditions to Merger. Each of Bancorp and West One shall, and
shall cause its Subsidiaries to, use their reasonable best efforts (a) to take,
or cause to be taken, all actions necessary, proper, or advisable to comply
promptly with all legal requirements which may be imposed on such party or its
Subsidiaries with respect to the Merger or the Subsidiary Merger and, subject to
the conditions set forth in Article VII hereof, to consummate the transactions
contemplated by this Agreement and (b) to obtain (and to cooperate with the
other party to obtain) any consent, authorization, order or approval of, or any
exemption by, any Governmental Entity and any other third party which is
required to be obtained by West One or Bancorp or any of their respective
Subsidiaries in connection with the Merger and the Subsidiary Merger and the
other transactions contemplated by this Agreement.

6.5 Affiliates; Publication of Combined Financial Results. (a) Each of
Bancorp and West One shall use its best efforts to cause each director,
executive officer and other person who is an "affiliate" (for purposes of Rule
145 under the Securities Act and for purposes of qualifying the Merger for
"pooling-of-interests" accounting treatment) of such party to deliver to the
other party hereto, as soon as practicable after the date of this Agreement, and
prior to the date of the shareholders meetings called by Bancorp and West One to
approve this Agreement, a written agreement, in the form of Exhibit 6.5(a)
hereto, providing that such person will not sell, pledge, transfer or otherwise
dispose of any shares of Bancorp Common Stock or West One Common Stock held by
such "affiliate" and, in the case of the "affiliates" of West One, the shares of
Bancorp Common Stock to be received by such "affiliate" in the Merger: (1) in
the case of shares of Bancorp Common Stock to be received by "affiliates" of
West One in the Merger, except in compliance with the applicable provisions of
the Securities Act and the rules and regulations thereunder; and (2) during the
period commencing 30 days prior to the Merger and ending at the time of the
publication of financial results covering at least 30 days of combined
operations of Bancorp and West One. Notwithstanding any other provision of this
Agreement, no certificate for Bancorp Common Stock shall be delivered in
exchange for West One Certificates held by any such "affiliate" who shall not
have executed and delivered such an agreement.

(b) Bancorp shall use its best efforts to publish no later than ninety (90)
days after the end of the first month after the Effective Time in which there
are at least thirty (30) days of post-Merger combined operations (which month
may be the month in which the Effective Time occurs), combined sales and net
income figures as contemplated by and in accordance with the terms of SEC
Accounting Series Release No. 135.

6.6 Stock Exchange Listing of Shares. Bancorp shall use its best efforts
to cause the shares of Bancorp Common Stock to be issued in the Merger to be
approved for listing on the NASDAQ Stock Market National Market System, subject
to official notice of issuance, prior to the Effective Time.

6.7 Employee Benefit Plans. (a) Within a reasonable time after the
Effective Time, and subject to applicable law, Bancorp shall provide to the
employees of Bancorp and its Subsidiaries who formerly were employees of West
One and its Subsidiaries employee benefits, including but not limited to pension
plans, thrift plans, management incentive plans, group life plans, accidental
death and dismemberment plans, travel accident plans, medical and
hospitalization plans and long term disability plans, substantially the same as
those provided to similarly situated employees of Bancorp and its Subsidiaries.
From and after the Effective Time, and until Bancorp has accomplished the
actions contemplated by the preceding sentence, employees of Bancorp or its
Subsidiaries who were employees of West One or its Subsidiaries immediately
prior to the Effective Time shall be provided with employee benefits under
employee benefit plans of West One, employee benefit plans of Bancorp, or some
combination thereof, as Bancorp shall reasonably deem appropriate in order to
accomplish an orderly transition of benefits. From and after the Effective Time,
employees of Bancorp or its Subsidiaries who were employees of the West One and
its Subsidiaries immediately prior to the Effective Time shall receive full
credit for all purposes under such plans, except the accrual of benefits, for
their length of service prior to the Effective Time with the West One or any of
its Subsidiaries (and any predecessors thereto) to the extent such service would
be recognized under such plans, if such service was with Bancorp and its
Subsidiaries or if greater, to the extent such service is recognized under
similar plans of West One and

--23--
<PAGE> 107

its Subsidiaries. From and after the Effective Time, Bancorp shall maintain in
effect the benefits provided as of the date of this Agreement to employees of
West One who are participants in the West One Bancorp Premier Life Insurance
Plan (the "Life Insurance Plan"). West One shall not permit any additional
employees to participate in the Life Insurance Plan or increase the benefits
provided to any participants thereunder after the date of this Agreement.

(b) Bancorp agrees to honor in accordance with their terms (i) all West One
Benefit Plans and (ii) all contracts, arrangements, commitments, or
understandings described in Section 3.14(a)(i) disclosed on the West One
Disclosure Schedule, and (iii) all benefits vested thereunder as of the
Effective Time; provided, however, that nothing in this sentence shall be
interpreted as preventing Bancorp from amending, modifying or terminating any
West One Benefit Plans, contracts, arrangements, commitments or understandings,
in accordance with their terms. The provisions of this Section 6.7 are intended
to be for the benefit for, and enforceable by, each of the beneficiaries of or
parties to such plans, contracts, arrangements, commitments, and understandings.

(c) West One shall take all action necessary to cause each outstanding
option to purchase West One Common Stock held by directors or employees of West
One and its Subsidiaries (and any related stock appreciation right), together
with the relevant stock option plans of West One, to be amended at or prior to
the Effective Time so that from and after the Effective Time, the stock option
plans shall continue and there shall be substituted for each option (or stock
appreciation right) an option to purchase (or the right to receive appreciation
in market value of) shares of Bancorp Common Stock rather than West One Common
Stock. The number of such shares of Bancorp Common Stock covered by the
substituted option (and stock appreciation right) shall be computed by applying
the Exchange Ratio to the shares of West One Common Stock covered by the option
(or stock appreciation right) with any resulting fractional shares to be rounded
down to the next whole share. The exercise price per share of the substituted
option shall be equal to the exercise price per share of West One Common Stock
under the original option divided by the Exchange Ratio with the result rounded
up to the next cent. All such options (and stock appreciation rights) shall
remain in full force and effect without other alteration, including acceleration
of exercisability or conferring any right to receive cash by reason of the
Merger, except as provided by their terms. Bancorp shall cooperate as necessary
to permit the taking of the actions specified in this paragraph (c).

6.8 Indemnification; Directors' and Officers' Insurance. (a) In the event
of any threatened or actual claim, action, suit, proceeding or investigation,
whether civil, criminal or administrative, including, without limitation, any
such claim, action, suit, proceeding or investigation in which any person who is
now, or has been at any time prior to the date of this Agreement, or who becomes
prior to the Effective Time, a director or officer of West One or any of its
Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a
party based in whole or in part on, or arising in whole or in part out of, or
pertaining to (i) the fact that he is or was a director or officer of West One,
any of the West One Subsidiaries or any of their respective predecessors or (ii)
this Agreement, the Option Agreements or any of the transactions contemplated
hereby or thereby, whether in any case asserted or arising before or after the
Effective Time, the parties hereto agree to cooperate and use their best efforts
to defend against and respond thereto. It is understood and agreed that after
the Effective Time, Bancorp shall indemnify and hold harmless, as and to the
fullest extent permitted by law, each such Indemnified Party against any losses,
claims, damages, liabilities, costs, expenses (including reasonable attorney's
fees and expenses in advance of the final disposition of any claim, suit,
proceeding or investigation to each Indemnified Party to the fullest extent
permitted by law upon receipt of any undertaking required by applicable law),
judgments, fines and amounts paid in settlement in connection with any such
threatened or actual claim, action, suit, proceeding or investigation and in the
event of any such threatened or actual claim, action, suit, proceeding, or
investigation (whether asserted or arising before or after the Effective Time),
the Indemnified Parties may retain counsel reasonably satisfactory to them after
consultation with Bancorp; provided, however, that (1) Bancorp shall have the
right to assume the defense thereof and upon such assumption Bancorp shall not
be liable to any Indemnified Party for any legal expenses of other counsel or
any other expenses subsequently incurred by any Indemnified Party in connection
with the defense thereof, except that if Bancorp elects not to assume such
defense or counsel for the Indemnified Parties reasonably advises the
Indemnified Parties that there are issues which raise conflicts of interest
between Bancorp and the

--24--
<PAGE> 108

Indemnified Parties, the Indemnified Parties may retain counsel reasonably
satisfactory to them after consultation with Bancorp, and Bancorp shall pay the
reasonable fees and expenses of such counsel for the Indemnified Parties, (2)
Bancorp shall be obligated pursuant to this paragraph to pay for only one firm
of counsel for all Indemnified Parties, unless an Indemnified Party shall have
reasonably concluded, based on the advice of counsel, that in order to be
adequately represented, separate counsel is necessary for such Indemnified
Party, in which case, Bancorp shall be obligated to pay for such separate
counsel, (3) Bancorp shall not be liable for any settlement effected without its
prior written consent (which consent shall not be unreasonably withheld) and (4)
Bancorp shall have no obligation hereunder to any Indemnified Party when and if
a court of competent jurisdiction shall ultimately determine, and such
determination shall have become final and nonappealable, that indemnification of
such Indemnified Party in the manner contemplated hereby is prohibited by
applicable law. Any Indemnified Party wishing to claim Indemnification under
this Section 6.8, upon learning of any such claim, action, suit, proceeding or
investigation, shall notify Bancorp thereof, provided that the failure to so
notify shall not affect the obligations of Bancorp under this Section 6.8 except
to the extent such failure to notify materially prejudices Bancorp. Bancorp's
obligations under this Section 6.8 continue in full force and effect for a
period of six (6) years from the Effective Time; provided, however, that all
rights to indemnification in respect of any claim (a "Claim") asserted or made
within such period shall continue until the final disposition of such Claim and
provided further that Bancorp shall have the right of set-off against any
payments required to be made by Bancorp to an Indemnified Party pursuant to this
Section 6.8(a) to the extent that such Indemnified Party shall have received the
indemnification to which such Indemnified Party is entitled from an insurer
under a directors' and officers' liability insurance policy maintained by West
One or Bancorp. Notwithstanding the foregoing provisions of this Section 6.8(a),
Bancorp shall have no obligation to indemnify the Indemnified Parties (or
advance expenses to them) except to the extent they would be entitled to such
indemnification (or advance) under the provisions of Bancorp's Articles of
Incorporation or Bylaws or any agreement to which Bancorp is a party as in
effect on the date of this Agreement if such Indemnified Parties had been
officers or directors of Bancorp at the time of the event giving rise to such
indemnification.

(b) Bancorp shall use its best efforts to cause the persons serving as
officers and directors of West One immediately prior to the Effective Time to be
covered for a period of six (6) years from the Effective Time by the directors'
and officers' liability insurance policy maintained by Bancorp, if any (provided
that Bancorp may substitute therefor policies of at least the same coverage and
amounts containing terms and conditions that are not less advantageous than such
policy) with respect to acts or omissions occurring prior to the Effective Time
which were committed by such officers and directors in their capacity as such;
provided, however, that in no event shall Bancorp be required to expend more
than 200 percent of the current amount expended by West One (the "Insurance
Amount") to maintain or procure insurance coverage pursuant hereto and further
provided that if Bancorp is unable to maintain or obtain the insurance called
for by this Section 6.8(b), Bancorp shall use its best efforts to obtain as much
comparable insurance as is available for the Insurance Amount.

(c) In the event Bancorp or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger,
or (ii) transfers or conveys all or substantially all of its properties and
assets to any person, then, and in each such case, to the extent necessary,
proper provision shall be made so that the successors and assigns of Bancorp
assume the obligations set forth in this section.

(d) The provisions of this Section 6.8 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Party and his or her heirs and
representatives.

6.9 Additional Agreements. In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of this
Agreement (including, without limitation, any merger between a Subsidiary of
Bancorp and a Subsidiary of West One) or to vest the Surviving Corporation with
full title to all properties, assets, rights, approvals, immunities and
franchises of any of the parties to the Merger, the proper officers and
directors of each party to this Agreement and their respective Subsidiaries
shall take all such necessary action as may be reasonably requested by, and at
the sole expense of, Bancorp. Pending the Effective Time, Bancorp and West One
shall consult with one another and cooperate as reasonably requested

--25--
<PAGE> 109

by Bancorp to facilitate the integration of their respective operations as
promptly as practicable after the Effective Time. Such cooperation shall
include, if requested, the entering into of merger agreements between or among
their respective Subsidiaries and the filing of appropriate regulatory
applications with respect thereto (conditioned upon the effectiveness of the
Merger), communicating with employees, consultation regarding material
contracts, renewals, and capital commitments to be entered into by West One and
its Subsidiaries, making arrangements for employee training prior to the
Effective Time and taking action to facilitate an orderly conversion of data
processing operations to occur promptly following the Effective Time, provided
that the cooperation required under this Section 6.9 shall not be deemed to
require actions that would materially delay or impede the Merger.

6.10 Advice of Changes. Bancorp and West One shall promptly advise the
other party of any change or event having, or that would be reasonably likely to
have, a Material Adverse Effect on it or which it believes would or would be
reasonably likely to cause or constitute a material breach of any of its
representations, warranties or covenants contained herein.

6.11 Dividends. After the date of this Agreement, each of Bancorp and West
One shall coordinate with the other the declaration of any dividends in respect
of Bancorp Common Stock and West One Common Stock and the record dates and
payment dates relating thereto, it being the intention of the parties hereto
that holders of Bancorp Common Stock or West One Common Stock shall not receive
two dividends, or fail to receive one dividend, for any single calendar quarter
with respect to their shares of Bancorp Common Stock and/or West One Common
Stock and any shares of Bancorp Common Stock any such holder receives in
exchange therefor in the Merger.

ARTICLE VII

CONDITIONS PRECEDENT

7.1 Conditions to Each Party's Obligation to Effect the Merger. The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction at or prior to the Effective Time of the following conditions:

(a) Shareholder Approval. This Agreement and the transactions
contemplated hereby shall have been approved and adopted by the respective
requisite affirmative votes of the holders of West One Common Stock and
Bancorp Common Stock entitled to vote thereon.

(b) Nasdaq Listing. The shares of Bancorp Common Stock that shall be
issued to the shareholders of West One upon consummation of the Merger
shall have been authorized for listing on the Nasdaq Stock Market National
Market System subject to official notice of issuance.

(c) Other Approvals. All regulatory approvals required to consummate
the transactions contemplated hereby shall have been obtained without the
imposition of any conditions that are in Bancorp's reasonable judgment
unduly burdensome and shall remain in full force and effect and all
statutory waiting periods in respect thereof shall have expired (all such
approvals and the expiration of all such waiting periods being referred to
herein as the "Requisite Regulatory Approvals"), and all other material
consents or approvals of any third party required in connection with the
consummation of the Merger as set forth in the West One Disclosure Schedule
or Bancorp Disclosure Schedule shall have been obtained. For purposes of
this paragraph, a divestiture required as a condition to any regulatory
approval shall not be unduly burdensome if such divestiture is consistent
with Department of Justice and Federal Reserve Board guidelines, policies,
and practices regarding the merger of bank holding companies that have been
utilized in transactions that have recently been reviewed prior to the date
of this Agreement.

(d) Form S-4. The S-4 shall have become effective under the Securities
Act and no stop order suspending the effectiveness of the S-4 shall have
been issued and no proceedings for that purpose shall have been initiated
or threatened by the SEC.

(e) No Injunctions or Restraints; Illegality. No order, injunction or
decree issued by any court or agency of competent jurisdiction or other
legal restraint or prohibition (an "Injunction") preventing the

--26--
<PAGE> 110

consummation of the Merger or any of the other transactions contemplated by
this Agreement shall be in effect. No statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, promulgated or
enforced by any Governmental Entity which prohibits, restricts or makes
illegal consummation of the Merger.

(f) Federal Tax Opinions. Bancorp shall have received an opinion of
Miller, Nash, Wiener, Hager & Carlsen, counsel to Bancorp, and West One
shall have received an opinion of Wachtell, Lipton, Rosen & Katz, counsel
to West One, in form and substance reasonably satisfactory to Bancorp and
West One, dated as of the Effective Time, substantially to the effect that,
on the basis of facts, representations and assumptions set forth in such
opinion which are consistent with the state of facts existing at the
Effective Time, the Merger will be treated for Federal income tax purposes
as part of one or more reorganizations within the meaning of Section 368 of
the Code and that accordingly:

(i) No gain or loss will be recognized by Bancorp or West One as a
result of the Merger;

(ii) No gain or loss will be recognized by the shareholders of West One
who exchange their West One Common Stock solely for Bancorp Common
Stock pursuant to the Merger (except with respect to cash received
in lieu of a fractional share interest in Bancorp Common Stock);
and

(iii) The tax basis of the Bancorp Common Stock received by shareholders
who exchange all of their West One Common Stock solely for Bancorp
Common Stock in the Merger will be the same as the tax basis of
the West One Common Stock surrendered in exchange therefor
(reduced by any amount allocable to a fractional share interest
for which cash is received).

In rendering such opinion, counsel may require and rely upon
representations contained in certificates of officers of Bancorp, West One
and others.

(g) Pooling of Interests. Bancorp and West One shall each have
received letters from Deloitte & Touche LLP and Coopers & Lybrand L.L.P.,
respectively, addressed to Bancorp and West One, respectively, to the
effect that the Merger will qualify for "pooling of interests" accounting
treatment.

7.2 Conditions to Obligations of Bancorp. The obligation of Bancorp to
effect the Merger is also subject to the satisfaction or waiver by Bancorp at or
prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations and warranties
of West One set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and (except to the
extent such representations and warranties speak as of an earlier date) as
of the Closing Date as though made on and as of the Closing Date. Bancorp
shall have received a certificate signed on behalf of West One by the Chief
Executive Officer and the Chief Financial Officer of West One to the
foregoing effect.

(b) Performance of Obligations of West One. West One shall have
performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing Date, and Bancorp
shall have received a certificate signed on behalf of West One by the Chief
Executive Officer and the Chief Financial Officer of West One to such
effect.

(c) West One Rights Agreement. The rights issued pursuant to the West
One Rights Agreement shall not have been become nonredeemable, exercisable,
distributed or triggered pursuant to the terms of such agreement.

7.3 Conditions to Obligations of West One. The obligation of West One to
effect the Merger is also subject to the satisfaction or waiver by West One at
or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations and warranties
of Bancorp set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and (except to the
extent such representations and warranties speak as of an earlier date) as
of the Closing Date as though made on and as of the Closing Date. West One
shall have received a certificate signed on

--27--
<PAGE> 111

behalf of Bancorp by the Chief Executive Officer and the Chief Financial
Officer of Bancorp to the foregoing effect.

(b) Performance of Obligations of Bancorp. Bancorp shall have
performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing Date, and West One
shall have received a certificate signed on behalf of Bancorp by the Chief
Executive Officer and the Chief Financial Officer of Bancorp to such
effect.

ARTICLE VIII

TERMINATION AND AMENDMENT

8.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval of the matters presented in
connection with the Merger by the shareholders of West One:

(a) by mutual consent of Bancorp and West One in a written instrument,
if the Board of Directors of each so determines by a vote of a majority of
the members of its entire Board;

(b) by either the Board of Directors of Bancorp or the Board of
Directors of West One (i) if any Governmental Entity which must grant a
Requisite Regulatory Approval has denied approval of the Merger and such
denial has become final and nonappealable or (ii) any Governmental Entity
of competent jurisdiction shall have issued a final nonappealable order
enjoining or otherwise prohibiting the consummation of the transactions
contemplated by this Agreement;

(c) by either the Board of Directors of Bancorp or the Board of
Directors of West One if the Merger shall not have been consummated on or
before April 30, 1996, unless the failure of the Closing to occur by such
date shall be due to the breach by the party seeking to terminate this
Agreement of any representation, warranty, covenant, or other agreement of
such party set forth herein;

(d) by either the Board of Directors of Bancorp or the Board of
Directors of West One (provided that the terminating party is not then in
material breach of any representation, warranty, covenant or other
agreement contained herein) if there shall have been a material breach of
any of the covenants or agreements or any of the representations or
warranties set forth in this Agreement on the part of the other party,
which breach is not cured within forty-five (45) days following written
notice to the party committing such breach, or which breach, by its nature,
cannot be cured prior to the Closing; or

(e) by either Bancorp or the West One if any approval of the
shareholders of Bancorp or the West One required for the consummation of
the Merger shall not have been obtained by reason of the failure to obtain
the required vote at a duly held meeting of shareholders or at any
adjournment or postponement thereof.

8.2 Effect of Termination. In the event of termination of this Agreement
by either Bancorp or West One as provided in Section 8.1, this Agreement shall
forthwith become void and have no effect, and none of Bancorp, West One, any of
their respective Subsidiaries or any of the officers or directors of any of them
shall have any liability of any nature whatsoever hereunder, or in connection
with the transactions contemplated hereby, except (i) Sections 6.2(b), 8.2, 9.2
and 9.3, shall survive any termination of this Agreement, and (ii)
notwithstanding anything to the contrary contained in this Agreement, neither
Bancorp nor West One shall be relieved or released from any liabilities or
damages arising out of its intentional or willful breach of any provision of
this Agreement.

8.3 Amendment. Subject to compliance with applicable law, this Agreement
may be amended by the parties hereto, by action taken or authorized by their
respective Boards of Directors, at any time before or after approval of the
matters presented in connection with the Merger by the shareholders of West One;
provided, however, that after any approval of the transactions contemplated by
this Agreement by West One's shareholders, there may not be, without further
approval of such shareholders, any amendment of this Agreement that reduces the
amount or changes the form of the consideration to be delivered to the West One

--28--
<PAGE> 112

shareholders hereunder other than as contemplated by this Agreement. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

8.4 Extension; Waiver. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto, and (c) waive compliance
with any of the agreements or conditions contained herein; provided, however,
that after any approval of the transactions contemplated by this Agreement by
West One's shareholders, there may not be, without further approval of such
shareholders, any extension or waiver of this Agreement or any portion thereof
which reduces the amount or changes the form of the consideration to be
delivered to the West One shareholders hereunder other than as contemplated by
this Agreement. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in a written instrument
signed on behalf of such party, but such extension or waiver or failure to
insist on strict compliance with an obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.

ARTICLE IX

GENERAL PROVISIONS

9.1 Closing. Subject to the terms and conditions of this Agreement and the
Merger Agreement, the closing of the Merger (the "Closing") will take place at
10 a.m. on a date to be specified by the parties, which shall be no later than
five business days after the satisfaction or waiver (subject to applicable law)
of the latest to occur of the conditions set forth in Article VII hereof (the
"Closing Date").

9.2 Nonsurvival of Representations, Warranties, and Agreements. None of
the representations, warranties, covenants, and agreements in this Agreement or
in any instrument delivered pursuant to this Agreement (other than pursuant to
the Option Agreements, which shall terminate in accordance with their terms),
including any rights arising out of any breach of such representations,
warranties, covenants, and agreements, shall survive the Effective Time, except
for those covenants and agreements contained herein and therein that by their
terms apply in whole or in part after the Effective Time.

9.3 Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expense; provided, however, that the costs and expenses of
printing and mailing the Joint Proxy Statement, and all filing and other fees
paid to the SEC in connection with the Merger, shall be borne equally by Bancorp
and West One.

9.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (with
confirmation), mailed by registered or certified mail (return receipt
requested), or delivered by an express courier (with confirmation) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

(a) if to Bancorp, to:

U. S. Bancorp
111 S.W. Fifth Avenue, T-31
Portland, Oregon 97204
Facsimile: (503) 275-3452
Attention: Gerry B. Cameron

--29--
<PAGE> 113

with copies to:

U. S. Bancorp
111 S.W. Fifth Avenue, T-31
Portland, Oregon 97204
Facsimile: (503) 275-3452
Attention: Robert D. Geddes

Miller, Nash, Wiener, Hager & Carlsen
111 S.W. Fifth Avenue
Portland, Oregon 97204
Facsimile: (503) 224-0155
Attention: John J. DeMott, Esq.
and

(b) if to West One, to:

West One Bancorp
101 South Capitol Boulevard
Post Office Box 8247
Boise, Idaho 83733
Facsimile: (208) 383-3858
Attention: Daniel R. Nelson

with copies to:

West One Bancorp
101 South Capitol Boulevard
Post Office Box 8247
Boise, Idaho 83733
Facsimile: (208) 383-3858
Attention: Dwight V. Board

Wachtell, Lipton, Rosen & Katz
51 West 52nd
New York, New York 10019
Facsimile: (212) 403-2000
Attention: Edward D. Herlihy, Esq.

9.5 Interpretation. When a reference is made in this Agreement to
Sections, Exhibits, or Schedules, such reference shall be to a Section of or
Exhibit or Schedule to this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes," and "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." No provision of this Agreement shall be construed to require West
One, Bancorp, or any of their respective Subsidiaries or affiliates to take any
action that would violate any applicable law, rule, or regulation. Any exception
to the representations and warranties of West One or Bancorp, respectively,
contained in the West One Disclosure Schedule or Bancorp Disclosure Schedule, as
the case may be, shall be effective only as to the particular sections of this
Agreement specifically referenced in such exception.

9.6 Counterparts. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

9.7 Entire Agreement. This Agreement (including the documents and the
instruments referred to herein) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof other than the Option
Agreements and the Confidentiality Agreements.

--30--
<PAGE> 114

9.8 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Oregon, without regard to any
applicable conflicts of law rules thereof.

9.9 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provision of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

9.10 Publicity. Except as otherwise required by applicable law or the
rules of the Nasdaq Stock Market, neither Bancorp nor West One shall, or shall
permit any of its Subsidiaries to, issue or cause the publication of any press
release or other public announcement with respect to, or otherwise make any
public statement concerning, the transactions contemplated by this Agreement
without the consent of the other party, which consent shall not be unreasonably
withheld.

9.11 Assignment. Neither this Agreement nor any of the rights, interests,
or obligations shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by the parties and their respective
successors and assigns. Except as otherwise specifically provided in Section
6.7(b) and Section 6.8 hereof, this Agreement (including the documents and
instruments referred to herein) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

IN WITNESS WHEREOF, Bancorp and West One have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

U. S. BANCORP

By /s/ GERRY B. CAMERON
------------------------------------
Title Chairman of the Board and
Chief Executive Officer

WEST ONE BANCORP

By /s/ DANIEL R. NELSON
------------------------------------
Title Chairman and Chief Executive
Officer

--31--
<PAGE> 115

APPENDIX 2

[UBS LETTERHEAD]
August , 1995

The Board of Directors
West One Bancorp
101 South Capitol Boulevard
Boise, Idaho 83733

Members of the Board:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the shareholders of West One Bancorp (the
"Company") of the exchange ratio in the merger (the "Merger") of the Company
with and into U. S. Bancorp ("U. S. Bancorp"), pursuant to the Agreement and
Plan of Merger, dated as of May 5, 1995, between the Company and U. S. Bancorp
(the "Agreement"). Pursuant to the terms of the Agreement, each outstanding
share of common stock, par value $1.00 per share, of the Company (the "Common
Stock") will be converted into 1.47 shares of common stock, par value $5.00 per
share, of U. S. Bancorp.

UBS Securities Inc., as part of its investment banking business, is
continually engaged in the valuation of bank and bank holding company securities
in connection with acquisitions, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for various other purposes. As specialists in the securities of
banking companies, we have experience in, and knowledge of, the valuation of
banking enterprises. In the ordinary course of our business as a broker-dealer,
we may from time to time purchase securities from, and sell securities to, the
Company and U. S. Bancorp, and as a market maker in securities, we may from time
to time have a long or short position in, and buy or sell, debt or equity
securities of the Company and U. S. Bancorp for our own account and for the
accounts of our customers. We have acted exclusively for the Board of Directors
of the Company in rendering this fairness opinion and will receive a fee from
the Company for our services.

In arriving at our opinion, we have reviewed and relied upon material
bearing upon the financial and operating condition of the Company and U. S.
Bancorp and the Merger, including among other things the following: (i) the
Joint Proxy Statement/Prospectus dated the date hereof sent to shareholders of
the Company; (ii) the Agreement and the Stock Option Agreements; (iii) the
Annual Reports to Shareholders and Annual Reports on Form 10-K for the three
years ended December 31, 1994, of the Company and U. S. Bancorp; (iv) certain
interim reports on Form 8-K and Quarterly Reports on Form 10-Q of the Company
and U. S. Bancorp filed subsequent to January 1, 1995; (v) certain other
financial information concerning the businesses and operations of the Company
and U. S. Bancorp furnished to us by the Company and U. S. Bancorp, including
certain internal financial analyses, pro forma financial statements giving
effect to the Merger prepared by the senior management of the Company and
estimates for the Company and U. S. Bancorp given to us by the senior management
of the Company; (vi) certain publicly available information concerning trading
of, and the trading market for, the Common Stock and the common stock of U. S.
Bancorp; and (vii) certain publicly available information with respect to banks
and bank holding companies and the nature and terms of certain other
transactions that we consider relevant to our inquiry. We have also held
discussions with senior management of the Company and U. S. Bancorp regarding
the past and current business operations, regulatory relations, financial
condition and future prospects of their respective companies and such other
matters as we have deemed relevant to our inquiry.

In conducting our review and arriving at our opinion, as contemplated under
the terms of our engagement by the Company, we have relied, without independent
investigation, upon the accuracy and completeness of all financial and other
information provided to us or publicly available, and we have not assumed any
responsibility in any respect for the accuracy, completeness or reasonableness
of, or any obligation to verify, the same or to conduct any appraisal of assets.
Without limiting the generality of the foregoing, we have relied upon the
management of the Company as to the reasonableness of the pro forma financial
statements (including the underlying assumptions, the adjustments giving effect
thereto and the allocation of such

--1--
<PAGE> 116

adjustments) and the reasonableness and achievability of the financial and
operating estimates (and the assumptions and bases therefor) provided to us, and
we have assumed that such estimates reflect the best currently available
estimates and judgments of such management and that such estimates will be
realized in the amounts and in the time periods currently estimated by such
management. We have assumed, without independent verification, that the
aggregate allowances for credit losses for the Company and U. S. Bancorp are
adequate to cover such losses. In rendering our opinion, we have not made or
obtained any evaluations or appraisals of the property of the Company or U. S.
Bancorp, nor have we examined any individual credit files.

We have considered such financial and other factors as we have deemed
appropriate under the circumstances, including among others the following: (i)
the historical and current financial position and results of operations of the
Company and U. S. Bancorp; (ii) the assets and liabilities of the Company and
U. S. Bancorp; and (iii) the nature and terms of certain other merger
transactions involving banks and bank holding companies. We have also taken
into account our assessment of general economic, market and financial
conditions and our experience in other transactions, as well as our experience
in securities valuation and knowledge of the banking industry generally. Our
opinion is necessarily based upon economic, market and other conditions as they
exist and can be evaluated on the date hereof and the information made
available to us through the date hereof. In arriving at our opinion, we were
not authorized to solicit, and did not solicit, interest from any party other
than U. S. Bancorp with respect to the acquisition of the Company or any of its
assets.

It is understood that this letter is intended for the benefit and use of
the Board of Directors of the Company in its consideration of the Merger and
does not constitute a recommendation to the Board of Directors or any
shareholder of the Company with respect to any vote on the Merger. This letter
may not be used for any other purpose or reproduced, disseminated, quoted or
referred to at any time, in any manner or for any purpose without our prior
written consent; provided, however, that this letter may be reproduced in full
in the Joint Proxy Statement/Prospectus dated the date hereof sent to
shareholders of the Company in connection with the Merger.

Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof, the exchange ratio in the Merger is fair, from a financial
point of view, to the holders of the Common Stock.

Very truly yours,

UBS SECURITIES INC.

By:
--------------------------------------
Managing Director
By:
--------------------------------------
Managing Director

--2--
<PAGE> 117

APPENDIX 3

[CS First Boston Letterhead]

August , 1995

Board of Directors
U. S. Bancorp
111 S.W. Fifth Avenue
Portland, Oregon 97204

Dear Members of the Board of Directors:

You have asked us to advise you with respect to the fairness to U. S.
Bancorp (the "Acquiror") from a financial point of view of the consideration to
be paid by the Acquiror pursuant to the terms of the Agreement and Plan of
Merger, dated as of May 5, 1995 (the "Acquisition Agreement"), between West One
Bancorp (the "Company") and the Acquiror. The Acquisition Agreement provides for
the merger (the "Merger") of the Company with and into the Acquiror pursuant to
which each outstanding share of common stock, par value $1.00 per share, of the
Company will be converted into 1.47 shares of common stock, par value $5.00 per
share, of the Acquiror.

In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to the Company, including its most
recent annual report on Form 10-K and quarterly reports on Form 10-Q. We have
also reviewed certain other information, including earnings estimates, provided
to us by the Company and the Acquiror, and have met with the Company's and the
Acquiror's management to discuss the respective business and prospects of the
Company and the Acquiror.

We have also considered certain financial and stock market data of the
Company and the Acquiror, and we have compared that data with similar data for
other publicly held companies in businesses similar to those of the Company and
the Acquiror, and we have considered the financial terms of certain other
business combinations which have recently been effected. We also considered such
other information, financial studies, analyses and investigations and financial,
economic and market criteria which we deemed relevant.

We have also relied upon the views of the Company's and the Acquiror's
management concerning the business, operational and strategic benefits and
implications of the Merger, including financial forecasts provided to us by the
Company and the Acquiror relating to the synergistic values and operating cost
savings expected to be achieved through the combination of the operations of the
Company and the Acquiror, and the extent of any branch or asset divestitures
that may be made in order to obtain applicable regulatory approvals for the
Merger.

In connection with our review, we have not assumed any responsibility for
independent verification of any of the foregoing information and have relied on
its being complete and accurate in all material respects. With respect to the
earnings estimates and financial forecasts referred to above, we have assumed
that they were reasonably based on the best currently available estimates and
judgments of the Company's and the Acquiror's managements as to the future
financial performance of the Company and the Acquiror. In addition, we have not
made an independent evaluation or appraisal of the assets or liabilities
(contingent or otherwise) of the Company or the Acquiror, nor have we been
furnished with any such evaluations or appraisals.

We have acted as financial advisor to the Acquiror in connection with the
Merger and will receive a fee for our services, a significant portion of which
is contingent upon the consummation of the Merger.

In the past, we have performed certain investment banking services for the
Acquiror and have received customary fees for such services.

In the ordinary course of our business, CS First Boston and its affiliates
may actively trade the debt and equity securities of both the Company and the
Acquiror for their own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
<PAGE> 118

It is understood that this letter is directed to the Board of Directors of
the Acquiror and does not constitute a recommendation to any shareholder of the
Acquiror as to how such shareholder should vote at the shareholders' meeting
held in connection with the Merger. It is understood that, except for inclusion
in full in a proxy statement relating to the Merger, this letter is not to be
quoted or referred to, in whole or in part, without CS First Boston's prior
written consent.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the consideration to be paid by the Acquiror in the Merger is fair
to the Acquiror from a financial point of view.

Very truly yours,

CS FIRST BOSTON CORPORATION

Michael E. Martin
Managing Director

Page 2 of 2
<PAGE> 119

APPENDIX 4

IDAHO STATUTES GOVERNING DISSENTERS' APPRAISAL RIGHTS

30-1-80 RIGHT OF SHAREHOLDERS TO DISSENT AND OBTAIN PAYMENT FOR SHARES.

(a) Any shareholder of a corporation shall have the right to dissent from,
and to obtain payment for his shares in the event of any of the following
corporate actions:

(1) Any plan of merger or consolidation to which the corporation is a
party, except as provided in subsection (c) of this section;

(2) Any sale, lease, exchange, or other disposition of all or substantially
all of the property and assets of the corporation not made in the usual or
regular course of its business, including a sale in dissolution, but not
including a sale pursuant to an order of a court having jurisdiction in the
premises or a sale for cash on terms requiring that all or substantially all of
the net proceeds of sale be distributed to the shareholders in accordance with
their respective interests within one (1) year after the date of sale;

(3) Any plan of exchange to which the corporation is a party, as the
corporation the shares of which are to be acquired;

(4) Any amendment of the articles of incorporation which materially and
adversely affects the rights appurtenant to the shares of the dissenting
shareholder in that it:

(i) Alters or abolishes a preferential right of such shares;

(ii) Creates, alters or abolishes a right in respect of the redemption
of such shares, including a provision respecting a sinking fund for the
redemption or repurchase of such shares;

(iii) Alters or abolishes a preemptive right of the holder of such
shares to acquire shares or other securities;

(iv) Excludes or limits the right of the holder of such shares to vote
on any matter, or to cumulate his votes, except as such right may be
limited by dilution through the issuance of shares or other securities with
similar voting rights; or

(5) Any other corporate action taken pursuant to a shareholder vote with
respect to which the articles of incorporation, the bylaws, or a resolution of
the board of directors directs that dissenting shareholders shall have a right
to obtain payment for their shares.

(b) (1) A record holder of shares may assert dissenters' rights as to less
than all of the shares registered in his name only if he dissents with respect
to all the shares beneficially owned by one person, and discloses the name and
address of the person on whose behalf he dissents. In that event, his rights
shall be determined as if the shares as to which he has dissented and his other
shares were registered in the names of different shareholders.

(2) A beneficial owner of shares who is not the record holder may assert
dissenters' rights with respect to shares held on his behalf, and shall be
treated as a dissenting shareholder under the terms of this section and section
30-1-81, Idaho Code, if he submits to the corporation at the time of or before
the assertion of these rights a written consent of the record holder.

(c) The right to obtain payment under this section shall not apply to the
shareholders of the surviving corporation in a merger if a vote of the
shareholders of such corporation is not necessary to authorize such a merger.

(d) A shareholder of a corporation who has a right under this section to
obtain payment for his shares shall have no right at law or in equity to attack
the validity of the corporate action that gives rise to his right to obtain
payment, nor to have the action set aside or rescinded, except when the
corporate action is unlawful or fraudulent with regard to the complaining
shareholder or to the corporation.

--1--
<PAGE> 120

30-1-81 PROCEDURES FOR PROTECTION OF DISSENTERS' RIGHTS.

(a) As used in this section:

(1) "Dissenter" means a shareholder or beneficial owner who is entitled to
and does assert dissenters' rights under section 30-1-80, Idaho Code, and who
has performed every act required up to the time involved for the assertion of
such rights.

(2) "Corporation" means the issuer of the shares held by the dissenter
before the corporate action or the successor by merger or consolidation of that
issuer.

(3) "Fair value" of shares means their value immediately before the
effectuation of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in the anticipation of such corporate action
unless such exclusion would be inequitable.

(4) "Interest" means interest from the effective date of the corporate
action until the date of payment at the average rate currently paid by the
corporation on its principal bank loans, or, if none, at such rate as is fair
and equitable under all the circumstances.

(b) If a proposed corporate action would give rise to dissenters' rights
under subsection (a) of section 30-1-80, Idaho Code, is submitted to a vote at a
meeting of shareholders, the notice of meeting shall notify all shareholders
that they have or may have a right to dissent and obtain payment for their
shares by complying with the terms of this section, and shall be accompanied by
a copy of sections 30-1-80 and 30-1-81, Idaho Code.

(c) If the proposed corporate action is submitted to a vote at a meeting of
shareholders, any shareholder who wishes to dissent and obtain payment for his
shares shall refrain from voting his shares in approval of such action. A
shareholder who votes in favor of such action shall acquire no right to payment
for his shares under this section or section 30-1-80, Idaho Code.

(d) If the proposed corporate action is approved by the required vote at a
meeting of shareholders, the corporation shall mail a further notice to all
shareholders who refrained from voting in favor of the proposed action. If the
proposed corporate action is to be taken without a vote of shareholders, the
corporation shall send all shareholders who are entitled to dissent and demand
payment for their shares a notice of the adoption of the plan of corporate
action. The notice shall:

(1) State where and when a demand for payment must be sent and certificates
or certificated shares must be deposited in order to obtain payment;

(2) Inform holders of uncertificated shares to what extent transfer of
shares will be restricted from the time that demand for payment is received;

(3) Supply a form for demanding payment which includes a request for
certification of the date on which the shareholder or the person on whose behalf
the shareholder dissents, acquired beneficial ownership of the shares; and

(4) Be accompanied by a copy of sections 30-1-80 and 30-1-81, Idaho Code.
The time set for the demand and deposit shall be not less than thirty (30) days
from the mailing of the notice.

(e) A shareholder who fails to demand payment, or fails (in the case of
certificated shares) to deposit certificates, as required by a notice pursuant
to subsection (d) of this section shall have no right under this section or
section 30-1-80, Idaho Code, to receive payment for his shares. If the shares
are not represented by certificates, the corporation may restrict their transfer
from the time of receipt of demand for payment until effectuation of the
proposed corporate action, or the release of restrictions under the terms of
subsection (f) of this section. The dissenter shall retain all other rights of a
shareholder until these rights are modified by effectuation of the proposed
corporate action.

(f) (1) Within sixty (60) days after the date set for demanding payment and
depositing certificates, if the corporation has not effectuated the proposed
corporate action and remitted payment for shares pursuant to

--2--
<PAGE> 121

paragraph (3) of this subsection, it shall return any certificates that have
been deposited, and release uncertificated shares from any transfer restrictions
imposed by reason of the demand for payment.

(2) When uncertificated shares have been released from transfer
restrictions, and deposited certificates have been returned, the corporation may
at any later time send a new notice conforming to the requirements of subsection
(d) of this section, with like effect.

(3) Immediately upon effectuation of the proposed corporate action, or upon
receipt of demand for payment if the corporate action has already been
effectuated, the corporation shall remit to dissenters who have made demand and
(if their shares are certificated) have deposited their certificates, the amount
which the corporation estimates to be the fair value of the shares, with
interest if any has accrued. The remittance shall be accompanied by:

(i) The corporation's closing balance sheet and statement of income
for a fiscal year ending not more than sixteen (16) months before the date
of remittance, together with the latest available interim financial
statements;

(ii) A statement of the corporation's estimate of fair value of the
shares; and

(iii) A notice of the dissenter's right to demand supplemental
payment.

(g) (1) If the corporation fails to remit as required by subsection (f)
hereof, or if the dissenter believes that the amount remitted is less than the
fair value of his shares, or that the interest is not correctly determined, he
may send the corporation his own estimate of the value of the shares or of the
interest and demand payment of the deficiency.

(2) If the dissenter does not file such an estimate within thirty (30) days
after the corporation's mailing of its remittance, he shall be entitled to no
more than the amount remitted.

(h)(1) Within sixty (60) days after receiving a demand for payment pursuant
to subsection (g) hereof, if any such demands for payment remain unsettled, the
corporation shall file in an appropriate court a petition requesting that the
fair value of the shares and interest thereon be determined by the court.

(2) An appropriate court shall be the district court in the county of this
state where the registered office of the corporation is located. If, in the case
of a merger or consolidation or exchange of shares, the corporation is a foreign
corporation without a registered office in this state, the petition shall be
filed in the county where the registered office of the foreign corporation was
last located. If there is no known registered office, the petition may be filed
in Ada County, Idaho.

(3) All dissenters, wherever residing, whose demands have not been settled
shall be made parties to the proceeding as in an action against their shares. A
copy of the petition shall be served on each such dissenter. If a dissenter is a
nonresident, the copy may be served on him by registered or certified mail or by
publication as provided by law.

(4) The jurisdiction of the court shall be plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence and recommend
a decision on the question of fair value. The appraisers shall have such power
and authority as shall be specified in the order of their appointment or in any
amendment thereof. The dissenters shall be entitled to discovery in the same
manner as parties in other civil suits.

(5) All dissenters who are made parties shall be entitled to judgment for
the amount by which the fair value of their shares is found to exceed the amount
previously remitted, with interest.

(6) If the corporation fails to file a petition as provided in paragraph
(1) of this subsection (h), each dissenter who made a demand and who has not
already settled his claim against the corporation shall be paid by the
corporation the amount demanded by him, with interest, and may sue therefor in
an appropriate court.

(i)(1) The costs and expenses of any proceeding under subsection (h) of
this section, including the reasonable compensation and expenses of appraisers
appointed by the court, shall be determined by the court and assessed against
the corporation, except that any part of the costs and expenses may be
apportioned and

--3--
<PAGE> 122

assessed as the court may deem equitable against all or some of the dissenters
who are parties and whose action in demanding supplemental payment the court
finds to be arbitrary, vexatious, or not in good faith.

(2) Fees and expenses of counsel and of experts for the respective parties
may be assessed as the court may deem equitable against the corporation and in
favor of any or all dissenters if the corporation failed to comply substantially
with the requirements of this section, and may be assessed against either the
corporation or a dissenter, in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith in respect to the rights provided by this
section and section 30-1-80, Idaho Code.

(3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated and should not be
assessed against the corporation, it may award to counsel reasonable fees to be
paid out of the amounts awarded to the dissenters who were benefited.

(j) (1) Notwithstanding the foregoing provisions of this section, the
corporation may elect to withhold the remittance required by subsection (f) of
this section from any dissenter with respect to shares of which the dissenter
(or the person on whose behalf the dissenter acts) was not the beneficial owner
on the date of the first announcement to news media or to shareholders of the
terms of the proposed corporate action. With respect to such shares, the
corporation shall, upon effectuating the corporate action, state to each
dissenter its estimate of the fair value of the shares, state the rate of
interest to be used (explaining the basis thereof), and offer to pay the
resulting amounts on receiving the dissenter's agreement to accept them in full
satisfaction.

(2) If the dissenter believes that the amount offered is less than the fair
value of the shares and interest determined according to this section, he may
within thirty (30) days after the date of mailing of the corporation's offer,
mail the corporation his own estimate of fair value and interest, and demand
their payment. If the dissenter fails to do so, he shall be entitled to no more
than the corporation's offer.

(3) If the dissenter makes a demand as provided in paragraph (2) of this
subsection (j), the provisions of subsection (h) and (i) of this section shall
apply to further proceedings on the dissenter's demand.

--4--
<PAGE> 123

[U. S. BANCORP LOGO]
111 SOUTHWEST FIFTH AVENUE
PORTLAND, OREGON 97204

August 28, 1995

Dear Holder of U. S. Bancorp Preferred Stock:

Enclosed is a Notice of Special Meeting of Shareholders and a Proxy
Statement/Prospectus relating to the proposed merger of West One Bancorp with
and into U. S. Bancorp pursuant to an Agreement and Plan of Merger dated as of
May 5, 1995 (the "Merger Agreement"). Under applicable law, holders of U. S.
Bancorp 8 1/8% Cumulative Preferred Stock, Series A, are entitled to receive the
enclosures but are not entitled to vote upon the proposal to approve the Merger
Agreement at the Special Meeting or to appraisal rights under Oregon law.
Accordingly, this mailing is for your information only and no action is required
on your part.

Your continued interest in and support of U. S. Bancorp are appreciated.

Very truly yours,

LOGO
Gerry B. Cameron
Chairman of the Board and
Chief Executive Officer
<PAGE> 124

PROXY

WEST ONE BANCORP

Special Meeting of Shareholders

October 3, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Harry Bettis and John B. Fery as proxies, each
with power to act alone and with power of substitution, and hereby authorizes
them to represent and to vote all the shares of common stock of West One
Bancorp which the undersigned may be entitled to vote at the Special Meeting of
Shareholders to be held on Tuesday, October 3, 1995, at 3:00 p.m., or any
adjournments thereof:

1. PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, dated
May 5, 1995, between U. S. Bancorp and West One Bancorp, and the
consummation of the transactions contemplated thereby.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. In their discretion, upon any other matters which may properly come
before the meeting.

The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. If any other matters properly
come before the meeting, the persons named as proxies will vote in accordance
with their best judgment.

The undersigned acknowledges receipt of the Notice of Special Meeting and
accompanying Joint Proxy Statement/Prospectus and revokes all prior proxies for
said meeting.

<PAGE> 125
Please sign exactly as your name appears below. If the shares are jointly
held, each joint owner named should sign. When signing as attorney, personal
representative, administrator, or other fiduciary, please give full title. If
a corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.

Date: , 1995
--------------------------

-------------------------------------
(Signature of Shareholder)

PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

<PAGE> 126

U. S. BANCORP

SPECIAL MEETING, OCTOBER 3, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
The undersigned hereby appoints Franklin G. Drake, Paul A. Redmond, and
R Benjamin R. Whiteley, and each of them, Proxies with power of
substitution to vote on behalf of the undersigned all shares which the
O undersigned may be entitled to vote at the special meeting of
shareholders of U. S. Bancorp to be held on October 3, 1995, and any
X adjournments thereof, with all powers that the undersigned would
possess if personally present. A majority of the Proxies or substitutes
Y present at the meeting may exercise all powers granted hereby.

Change of Address

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

--------------------------------
(If you have a change of address
please indicate above.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOX ON THE REVERSE SIDE. YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE
IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION. YOUR SHARES
CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.

SEE
REVERSE
SIDE
<PAGE> 127

/x/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 9318

In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof. This proxy
when properly executed will be voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

<TABLE>
<S> <C> <C> <C> <C>
1. To approve and adopt the Agreement FOR AGAINST ABSTAIN Mark this box for / /
and Plan of Merger, dated May 5, / / / / / / change of address
1995, between U. S. Bancorp and West
One Bancorp, and the consummation of
the transactions contemplated
thereby.
</TABLE>

SIGNATURE(S)__________________________________________DATE________________, 1995

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.