FIRST BANK SYSTEM INC, DEF 14A, 1994-03-22

FIRST BANK SYSTEM INC
DEF 14A, 1994-03-22
NATIONAL COMMERCIAL BANKS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant /x/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.142-12

First Bank System, Inc.
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(Name of Registrant as Specified in its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:*

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4) Proposed maximum aggregate value of transaction:

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* Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No:

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3) Filing Party:
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4) Date Filed:

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[LOGO]
F I R S T B A N K S Y S T E M, I N C.
FIRST BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402

March 21, 1994
To our Stockholders:

You are cordially invited to attend the 1994 Annual Meeting of Stockholders
which will be held at 2:00 p.m. on Thursday, April 28, 1994, at the Minneapolis
Convention Center, 1301 Second Avenue South, Minneapolis, Minnesota 55403. If
you plan to attend the meeting, please keep the admission ticket and map that
are attached to the form of proxy accompanying this notice and proxy statement
and check the appropriate box on the form of proxy.

You are urged to read the enclosed Notice of Meeting and Proxy Statement so
that you may be informed about the business to come before the Annual Meeting of
Stockholders. At your earliest convenience, please mark, sign and return the
accompanying form of proxy in the enclosed postage-paid envelope. We hope you
will be able to attend the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND RETURN
YOUR PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.

Very truly yours,

John F. Grundhofer
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER

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[LOGO]
F I R S T B A N K S Y S T E M, I N C.
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1994

To the Stockholders
of First Bank System, Inc.:

The Annual Meeting of Stockholders of First Bank System, Inc. (the
"Company") will be held at the Minneapolis Convention Center, 1301 Second Avenue
South, Minneapolis, Minnesota 55403 on Thursday, April 28, 1994, at 2:00 p.m.
for the following purposes:

1. To elect five persons to the Board of Directors.

2. To consider and act upon a proposal to amend the Company's 1991 Stock
Incentive Plan.

3. To consider and act upon a proposal to approve the Company's 1994 Stock
Incentive Plan.

4. To consider and act upon a proposal to amend the Company's Certificate
of Incorporation to increase the number of authorized shares of Common
Stock.

5. To consider and act upon a proposal to approve the selection by the
Board of Directors of the firm of Ernst & Young as independent auditors
of the Company.

6. To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on March 4, 1994, will
be entitled to notice of and to vote at the meeting and any adjournment thereof.

March 21, 1994 By Order of the Board of Directors

Michael J. O'Rourke
SECRETARY

PLEASE NOTE
YOUR VOTE IS IMPORTANT. IF YOU DO NOT EXPECT TO ATTEND THE ANNUAL
MEETING OR IF YOU PLAN TO ATTEND BUT DESIRE THE PROXY HOLDERS TO
VOTE YOUR STOCK, PLEASE MARK, SIGN AND DATE YOUR PROXY CARD AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE STAMP IF
MAILED IN THE UNITED STATES. STOCKHOLDERS ATTENDING THE MEETING
MAY WITHDRAW THEIR PROXIES AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.

THE BOARD OF DIRECTORS SOLICITS THE EXECUTION AND
PROMPT RETURN OF THE ACCOMPANYING PROXY.
A RETURN ENVELOPE IS ENCLOSED.

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PROXY STATEMENT
OF
FIRST BANK SYSTEM, INC.

[LOGO]

FIRST BANK PLACE
601 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55402
(612) 973-1111

GENERAL MATTERS

SOLICITATION OF PROXIES

The accompanying proxy is solicited on behalf of the Board of Directors for
use at the Company's Annual Meeting of Stockholders to be held on April 28,
1994, and at any adjournments thereof. The cost of soliciting proxies will be
borne by the Company. In addition to solicitation by mail, officers and
employees of the Company may solicit proxies by telephone, special
communications or in person but will receive no special compensation for such
services. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy material and annual reports to the owners of the stock in
accordance with the New York Stock Exchange schedule of charges. The Company has
engaged Morrow & Co., Inc. to assist in proxy solicitation for a fee not to
exceed $15,000 plus out-of-pocket expenses. This proxy statement and the
accompanying proxy were first mailed to stockholders on or about March 21, 1994.

VOTING, EXECUTION AND REVOCATION OF PROXIES

Only stockholders of record at the close of business on March 4, 1994, the
record date for the meeting, will be entitled to receive notice of and to vote
at the meeting. As of that date there were 109,984,963 shares of Common Stock of
the Company outstanding and entitled to vote at the meeting. Each share is
entitled to one vote.

When stock is registered in the name of more than one person, each such
person should sign the proxy. If the stockholder is a corporation, the proxy
should be signed in its corporate name by an executive or other authorized
officer. If a proxy is signed as an attorney, executor, administrator, trustee,
guardian, or in any other representative capacity, the signer's full title
should be given.

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If a proxy is properly executed and returned in the form enclosed, it will
be voted at the meeting as follows, unless otherwise specified by the
stockholder in the proxy: (i) in favor of the election as directors of all the
nominees listed herein; (ii) in favor of the proposal to amend the Company's
1991 Stock Incentive Plan; (iii) in favor of the proposal to approve the
Company's 1994 Stock Incentive Plan; (iv) in favor of the proposal to increase
the number of authorized shares of Common Stock; (v) in favor of the selection
of Ernst & Young as independent auditors of the Company; and (vi) in accordance
with the judgment of the persons named in the proxy as to such other matters as
may properly come before the meeting. A proxy may be revoked by the stockholder
prior to exercise.

If an executed proxy card is returned and the stockholder has abstained from
voting on any matter, the shares represented by such proxy will be considered
present at the meeting for purposes of determining a quorum and for purposes of
calculating the vote, but will not be considered to have been voted in favor of
such matter. If an executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters, such shares will
be considered present at the meeting for purposes of determining a quorum, but
will not be considered to be represented at the meeting for purposes of
calculating the vote with respect to such matter.

ANNUAL REPORT

The 1993 First Bank System Annual Report to Shareholders and Annual Report
on Form 10-K, including financial statements for the year ended December 31,
1993, accompanies this Proxy Statement.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of December 31, 1993, with
respect to shares of the Company's Common Stock which are held by the only
persons known to the Company to be beneficial owners of more than 5% of such
stock. For purposes of this Proxy Statement, beneficial ownership of securities
is defined in accordance with the rules of the Securities and Exchange
Commission and means generally the power to vote or dispose of securities,
regardless of any economic interest therein.

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<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
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NAME OF STOCKHOLDER NO. OF SHARES PERCENT
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Corporate Partners, L.P. and ............................................ 10,440,000 9.1%
The State Board of Administration of Florida (1)
One Rockefeller Center
New York, New York 10020
<FN>
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(1) Corporate Advisors, L.P., the general partner of Corporate Partners, L.P.
and the investment manager to The State Board of Administration of
Florida, holds sole investment and voting power with respect to all of the
reported shares. A representative of Corporate Advisors, L.P. is entitled
to attend meetings of the Company's Board of Directors and its Committees.
The State Board of Administration of Florida also holds sole
</TABLE>

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investment and voting power with respect to an additional 3,924,083 shares
of Common Stock, of which 2,160,000 shares were purchased at the time
Corporate Partners, L.P. made its purchase.
</TABLE>

MATTERS SUBMITTED TO VOTE
Following is a discussion of the matters to be presented at the meeting:

I. ELECTION OF DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS

The Bylaws of the Company provide for a Board of Directors consisting of 17
members. Commencing with the election of directors at the annual meeting of
stockholders in 1986, the directors were divided into three classes: Class I,
Class II and Class III, each such class, as nearly as possible, to have the same
number of directors. The term of office of the Class I directors will expire at
the annual meeting in 1996, the term of the Class II directors will expire at
the annual meeting in 1994, and the term of office of the Class III directors
will expire at the annual meeting in 1995. At each annual election of directors,
the directors chosen to succeed those whose terms have then expired shall be
identified as being of the same class as the directors they succeed and shall be
elected by the stockholders for a term expiring at the third succeeding annual
meeting of stockholders.

Vacancies and newly created directorships resulting from an increase in the
number of directors may be filled by a majority of the directors then in office
and the directors so chosen will hold office until the next election of the
class for which such directors shall have been chosen.

It is intended that proxies accompanying this Statement will be voted at the
1994 meeting for the election to the Board of Directors of the nominees named.
Class II directors are to be elected at the 1994 Annual Meeting for a three-year
term expiring at the annual meeting in 1997 and until their successors are
elected. Nominees for Class II directors are Marilyn C. Nelson, Nicholas R.
Petry, S. Walter Richey, Richard L. Robinson and Lyle E. Schroeder. All of these
nominees are presently serving as Class II directors. If any of the nominees
should be unavailable to serve as a director, an event which is not anticipated,
the persons named as proxies reserve full discretion to vote for any other
persons who may be nominated.

All current directors were previously elected directors by the Company's
stockholders except Delbert W. Johnson, Will F. Nicholson, Jr. and Nicholas R.
Petry, who were elected by action of the Board of Directors.

BOARD OF DIRECTORS AND COMMITTEES

During 1993, the Board of Directors of the Company held eight regular
meetings and two special meetings. The Board has established the following
regular committees to perform their assigned functions: Audit Committee, Credit
Policy Committee, Organization Committee and Finance Committee. During the past
year, the Audit Committee met 5 times, the Credit Policy Committee met 4 times,
the Organization Committee met 6 times, and the

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Finance Committee met 5 times. Incumbent directors' attendance at Board and
Committee meetings averaged 93.0% during 1993. Each incumbent member of the
Board of Directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and of the Committees of which such director
was a member.

The members of the Audit Committee are directors Schall (Chairperson), Hale,
Johnson, Petry, Richey, Robinson and Schroeder. The Audit Committee is charged
with reviewing the annual audit plan for the Company and the results of
procedures performed pursuant to that plan. The Audit Committee reviews the
independence, professional capability and fees of the Company's independent
auditors and recommends the engagement or discharge of such auditors to the
Board of Directors. The Audit Committee also reviews certain publicly
disseminated financial information.

The members of the Credit Policy Committee are directors Hale (Chairperson),
Grundhofer, Kareken, Madison, Nelson, Nicholson, Phillips and Schall. The Credit
Policy Committee reviews lending and credit administration policies, practices
and controls for the Company. The Committee reviews loan quality trends and
summaries of credit examination reports and reviews and approves the adequacy of
the Company's allowance for credit losses.

The members of the Finance Committee are directors Richey (Chairperson),
Bloomfield, Grundhofer, Kareken, Knowlton, Phillips and Renier. The Finance
Committee reviews and approves asset and liability management policies for the
enterprise regarding interest rate sensitivity management, liquidity position
and contingency plans, investment portfolio strategy and capital structure. The
Committee monitors activities relative to established guidelines, reviews and
recommends authorizations regarding the sale and issuance of debt and equity
securities and reviews other actions regarding the financial aspects of the
Company.

The members of the Organization Committee are directors Macke (Chairperson),
Bloomfield, Madison, Nelson, Renier and Richey. The Organization Committee is
charged with oversight responsibility for management's performance, adequacy and
effectiveness of compensation and benefit plans, corporate-wide staffing needs
and management succession plans. In addition, the Organization Committee makes
recommendations to the Board of Directors regarding remuneration arrangements
for senior management and directors, adoption of employee compensation and
benefit plans, and the administration of such plans, including the granting of
stock options or other benefits. The Committee also recommends to the Board of
Directors those persons whom it believes should be nominees for election as
directors. The Committee will consider qualified nominees recommended by
stockholders. Any such recommendation for the 1995 election of directors should
be submitted in writing to the Secretary of the Company no later than 90 days in
advance of the 1995 Annual Meeting of Stockholders. Such recommendation must
include information specified in the Company's Bylaws which will enable the
Organization Committee to evaluate the qualifications of the recommended
nominee.

Directors who are not employees of the Company receive an annual retainer of
$18,000, with the exception of the Chairperson of the Audit Committee who
receives an

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annual retainer of $19,000, plus $900 for each meeting of the Board attended. In
addition, non-employee Committee Chairpersons receive $1,500 and non-employee
directors receive $750 for each Committee meeting attended.

On February 18, 1987, the Company adopted a Director Retirement and Death
Benefit Plan which provides for payments to directors of the Company after they
cease to be directors. The Plan was amended and restated effective May 15, 1991.
Plan benefits are payable to persons who have completed 60 months of service as
a director. Benefits accrue in the amount of the annual retainer in effect on
the date a director's service terminates times the number of years of service,
not to exceed 10 years. Benefits are paid in annual installments over a 10-year
period or, in the event of the director's death, a lump sum payment may be made.
If a director's service terminates after the director attains the age of 68,
however, and each of the 10 installments have been paid prior to the director's
death, annual payments equal to the installment amount are made through the time
of the director's death. In the event of a change of control of the Company,
benefits payable under the Plan will be paid in a lump sum within 30 days
thereof.

Directors are offered the opportunity to defer all or a part of their
director compensation in accordance with the terms of the Deferred Compensation
Plan for Directors. Under such Plan, a director may defer all retainer and
meeting fees until such time as the director ceases to be a member of the Board.
In the event of a change of control of the Company, the Plan will terminate and
all deferred amounts will be paid in a lump sum within 30 days thereof.

Directors may also elect to use their director compensation to purchase
shares of the Company's Common Stock through the First Bank System, Inc.
Employee Stock Purchase Plan, in accordance with substantially the same terms
and conditions as apply to employees, with certain exceptions. Directors may
purchase shares of Common Stock with all or any portion of the fees earned as a
director of the Company. Each non-employee director is required to make a single
election to participate in the Employee Stock Purchase Plan with respect to all
or a designated portion of his or her director fees, which election is
irrevocable for as long as such person is a non-employee director. The purchase
price is determined by the Organization Committee but may be no less than the
lower of (a) 85% of the fair market value of the Company's Common Stock on the
first day of the purchase period or (b) 85% of the fair market value of the
Company's Common Stock on the last day of the purchase period. On the last
business day of the purchase period, each participant receives the largest
number of whole shares of the Common Stock that can be purchased with the
participant's accumulated deductions at the established purchase price.

INFORMATION REGARDING NOMINEES AND CONTINUING DIRECTORS

There is shown below for each nominee for election as a director and for
each other person whose term of office as a director will continue after the
meeting, as reported to the Company, the individual's name, age and principal
occupation; his or her position, if any, with the Company; his or her period of
service as a director of the Company and other directorships held.

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CLASS I DIRECTORS--WHOSE TERMS EXPIRE AT THE 1996 ANNUAL MEETING

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[PHOTO]
ROGER L. HALE, 59 Director Since 1987
Mr. Hale is President and Chief Executive Officer of TENNANT,
a Minneapolis-based manufacturer of industrial and commercial
floor maintenance equipment and products. He joined TENNANT in
1961 and was appointed Assistant to the President in 1963. Mr.
Hale was elected Vice President in 1968 and, in 1975, was
elected President and Chief Operating Officer. He was elected
Chief Executive Officer in 1976. Mr. Hale serves as a director
of TENNANT, The St. Paul Companies, Inc. and Dayton Hudson
Corporation. His community activities include Chairman of the
Minneapolis Neighborhood Employment Network and Chairman of
the Minnesota Business Partnership. He serves as Chairperson
of the Credit Policy Committee and is a member of the Audit
Committee.
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[PHOTO]
RICHARD L. KNOWLTON, 61 Director Since 1992
Mr. Knowlton is Chairman of the Board of Hormel Foods
Corporation, a meat and food processing company. He joined
Hormel in 1948 and has held numerous positions within the
company, including Sales Manager, Vice President--Operations,
President and Chief Operating Officer, and Chairman and Chief
Executive Officer. In addition to his membership on the Board
of Directors of Hormel Foods Corporation, Mr. Knowlton serves
as a Director of the Mayo Foundation and Director of NWNL
Companies, Inc. He is also a Director of the University of
Colorado Foundation. Mr. Knowlton serves on the Finance
Committee.
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[PHOTO]
EDWARD J. PHILLIPS, 49 Director Since 1988
Mr. Phillips is Chairman and Chief Executive Officer of
Phillips Beverage Company, Minneapolis, Minnesota, a wholesale
distributor of beverages. Mr. Phillips has been associated
with Phillips Beverage Company since 1969, having previously
served as its President during its ownership by Alco Standard
Corporation. Mr. Phillips is an advisory director of First
Trust National Association, a trust company subsidiary of the
Company. His community activities include serving as Vice
Chairman and Director of Metropolitan-Mount Sinai Foundation,
Director of Amicus and campaign chairman for the United Negro
College Fund. He serves as a member of the Finance Committee
and the Credit Policy Committee.
</TABLE>

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<TABLE>
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[PHOTO]
JAMES J. RENIER, 64 Director Since 1986
Dr. Renier is the retired Chairman and Chief Executive Officer
of Honeywell Inc., Minneapolis, Minnesota, an international
controls manufacturer. He joined Honeywell in 1956 as a senior
research scientist and was elected Chief Executive Officer in
1987. In addition to his membership on the Board of Directors
of Honeywell Inc., Dr. Renier serves as a director of The NWNL
Companies, Inc., Deluxe Corporation and North Memorial Medical
Center. He is a member of the Board of Trustees of the
University of St. Thomas, the Board of Overseers, Curtis L.
Carlson School of Management, University of Minnesota, the
Iowa State University Foundation Board of Governors and the
Board of Governors of the United Way of America and the United
Way of Minneapolis. He serves as a member of the Finance
Committee and the Organization Committee.
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[PHOTO]
RICHARD L. SCHALL, 64 Director Since 1987
Mr. Schall is the retired Vice Chairman of the Board and Chief
Administrative Officer of Dayton Hudson Corporation, a
diversified retail company. He retired from active employment
in February 1985. Mr. Schall is a director of Medtronic, Inc.,
Space Center Company, CTL Credit Inc. and Ecolab, Inc. He is
also a member of the Boards of the Santa Barbara City College
Foundation, SEE International and Las Positas Park Foundation.
He currently serves as Chairperson of the Audit Committee and
is a member of the Credit Policy Committee.
</TABLE>

CLASS II DIRECTORS--NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 1997 ANNUAL
MEETING

<TABLE>
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[PHOTO]
MARILYN C. NELSON, 54 Director Since 1978
Mrs. Nelson serves as Vice Chairman, a director and a member
of the Executive Committee of the Board of Directors of
Carlson Holdings, Inc., the parent company of Carlson
Companies, Inc., Minneapolis, Minnesota. Carlson Companies,
Inc. is a diversified hotel, restaurant, travel, and sales and
business incentives company. She was elected as a director of
the Carlson Companies, Inc. in 1978. Mrs. Nelson also serves
as a director of Exxon Corporation and U S WEST Inc., and as
owner and Chair of the Citizens State Bank of Waterville,
Minnesota and the Citizens State Bank of Montgomery,
Minnesota. Mrs. Nelson is a member of the Organization
Committee and the Credit Policy Committee.
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[PHOTO]
NICHOLAS R. PETRY, 75 Director Since 1993
Mr. Petry has been President of The Petry Company, a
diversified operations and investment company, since 1986 and
is a Managing Partner of N.G. Petry Construction Company, a
general contractor/management company. He is Chairman of the
National Western Stock Show and Managing Partner of Mill Iron
Ranches in Saratoga, Wyoming. He is Director Emeritus of Eaton
Corp., Public Service Company of Colorado, UAL Corp., and
Westin Hotels. He is a Director of Pogo Producing Company. Mr.
Petry is a member of the Audit Committee.
</TABLE>

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[PHOTO]
S. WALTER RICHEY, 58 Director Since 1990
Mr. Richey is President and Chief Executive Officer of Space
Center Company, a company involved in real estate management
and development, public warehousing and financial services,
located in St. Paul, Minnesota. In 1973, Mr. Richey joined
Space Center and has served that company in various
capacities, including President of the Financial Services
Division and a member of the parent company's board of
directors. He was elected to his present position in 1978. Mr.
Richey also serves on the Board of Directors of BMC
Industries, Inc., Donaldson Company, Inc. and as an advisory
director of Liberty Mutual Insurance. Mr. Richey is
Chairperson of the Finance Committee and is a member of the
Audit Committee and the Organization Committee.
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[PHOTO]
RICHARD L. ROBINSON, 64 Director Since 1993
Since 1975, Mr. Robinson has been the Chairman and Chief
Executive Officer of Robinson Dairy, Inc. in Denver, Colorado.
Prior to that time, he served in various capacities with
Roberts Dairy Company and Roberts Foods, Inc. in Omaha,
Nebraska. He was a director of Bank Western and Western
Capital Investment Corporation prior to the merger of WCIC
into Central Bancorporation, Inc., an affiliate of the
Company. Mr. Robinson is a director of Asset Investors, Inc.,
past Chairman of the Greater Denver Chamber of Commerce, Vice
Chairman of the Denver Area Council--Boy Scouts of America,
Past Chairman of the Mountain States Employers Council and
serves as a director of numerous civic organizations. Mr.
Robinson is a member of the Audit Committee.
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[PHOTO]
LYLE E. SCHROEDER, 59 Director Since 1988
Mr. Schroeder is President and Chief Executive Officer of
Sioux Valley Hospital, Sioux Falls, South Dakota, a non-profit
regional tertiary care hospital. Mr. Schroeder has been
associated with Sioux Valley Hospital since 1960 and was
elected to his present position in 1975. He has been active in
numerous civic and professional activities including serving
as a Trustee of American Hospital Association, a Director of
IA/SD Blue Cross, a Director of Family Practice Center, Inc.
and General Campaign Chairman, Sioux Empire United Way. He is
a member of the Audit Committee.
</TABLE>

CLASS III DIRECTORS--WHOSE TERMS EXPIRE AT THE 1995 ANNUAL MEETING

<TABLE>
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[PHOTO]
COLEMAN BLOOMFIELD, 67 Director Since 1984
Mr. Bloomfield is Chairman of the Board and Chief Executive
Officer of Minnesota Mutual Life Insurance Company, St. Paul,
Minnesota. He joined the insurance company in 1952 and was
elected President and Chief Executive Officer in 1970. He
serves as director of the St. Paul United Way, the Minnesota
Orchestra and the St. Paul Chamber Orchestra. He is a member
of the Organization Committee and the Finance Committee.
</TABLE>

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[PHOTO]
JOHN F. GRUNDHOFER, 55 Director Since 1990
Mr. Grundhofer is Chairman, President and Chief Executive
Officer of the Company. Prior to joining the Company on
January 31, 1990, Mr. Grundhofer served as Vice Chairman and
Senior Executive Officer for Southern California with Wells
Fargo Bank. He joined Wells Fargo in 1978 as Executive Vice
President of the Southern California Area Retail Banking
Group, was named Executive Vice President and Group Head of
the Commercial Banking Group in 1980 and Senior Executive
Officer with responsibility for middle market lending in
Southern California in 1984. Prior to joining Wells Fargo, Mr.
Grundhofer spent 18 years with Union Bank in California. He
serves on the Federal Advisory Council of the Federal Reserve
Board, is a member of the Board of Regents of Loyola Marymount
University of Los Angeles, is President of the Minnesota
Business Partnership and is a trustee of Minnesota Mutual Life
Insurance Company. He is a director of the Bankers Roundtable,
Koll Management Services, Inc., Irvine Apartment Communities,
the Minneapolis Institute of Art, and the United Way,
Minneapolis area. Mr. Grundhofer is a member of the Credit
Policy Committee and the Finance Committee.
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[PHOTO]
DELBERT W. JOHNSON, 54 Director Since 1994
Mr. Johnson is Chairman, President and Chief Executive Officer
of Pioneer Metal Finishing Co., a division of Safeguard
Scientifics Inc. and one of the largest metal finishing
company in the United States. He joined the company in 1965
and was elected to his present position in 1978. From 1987
through 1993, Mr. Johnson served on the board of directors of
the Federal Reserve Bank of Minneapolis and, in 1991, was
named chairman. He serves on the Board of Trustees of St.
Thomas University, the Advisory Board of Hospitality House and
Turning Point, Inc. and as Chairperson of Minnesota United
Negro College Fund Corporate Gifts. Mr. Johnson serves as a
director of Ault Inc., TENNANT and Safeguard Scientifics Inc.
In 1992, he was named Chairman of Conference of Chairman of
all Federal Reserve Banks. He serves as a member of the Audit
Committee.
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[PHOTO]
JOHN H. KAREKEN, 65 Director Since 1984
Dr. Kareken is a Professor of Banking and Finance and Chairman
of the Department of Finance, Curtis L. Carlson School of
Management, University of Minnesota. After receiving his
doctorate in economics in 1956, he joined the faculty of the
University of Minnesota as Assistant Professor of Economics
and was named an Associate Professor in 1959 and a Professor
in 1963. In 1981, Dr. Kareken was appointed to an endowed
chair and became Minnesota Professor of Banking and Finance in
the Curtis L. Carlson School of Management. Dr. Kareken is an
advisory director of First Trust National Association, a trust
company subsidiary of the Company. Dr. Kareken is affiliated
with a number of professional and educational groups and has
served as a consultant to various corporate and governmental
organizations. He serves as a member of the Credit Policy
Committee and the Finance Committee.
</TABLE>

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<TABLE>
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[PHOTO]
KENNETH A. MACKE, 55 Director Since 1985
Mr. Macke is the Chairman and Chief Executive Officer of
Dayton Hudson Corporation, Minneapolis, Minnesota, a
diversified retail company. He joined Dayton Hudson
Corporation in 1961 and has been continuously employed by the
company since that time. Mr. Macke served as President of
Dayton Hudson Corporation from 1981 to 1984. In 1982, he was
elected Chief Operating Officer and was elected Chief
Executive Officer in 1983. In 1984, Mr. Macke was elected
Chairman of the Board of the company. He is also a director of
the National Retail Federation, Unisys Corporation and General
Mills, Inc. Mr. Macke serves as Chairperson of the
Organization Committee.
- -------------------------------------------------------------------------------
[PHOTO]
THOMAS F. MADISON, 58 Director Since 1987
Mr. Madison was named Vice Chairman--Office of the CEO,
Minnesota Mutual Life Insurance Company, in February, 1994. He
retired in December 1992 as President of U S WEST
Communications-Markets, a Minneapolis-based marketing and
customer service arm of U S WEST's telephone activities. Mr.
Madison joined Northwestern Bell Telephone Company in 1954 and
was named its President in 1985. In 1987, Mr. Madison was
promoted to President of U S WEST Communications-Markets. Mr.
Madison serves as a director of Valmont Industries, Inc., a
director of Eltrax Systems, Inc., a member of the Board of
Overseers, Curtis L. Carlson School of Management, University
of Minnesota, a trustee of Minnesota Mutual Life Insurance
Company, a member of the Board of Trustees of the University
of St. Thomas and a member of the Minnegasco Advisory Board.
He serves as a member of the Credit Policy Committee and the
Organization Committee.
- -------------------------------------------------------------------------------
[PHOTO]
WILL F. NICHOLSON, JR., 64 Director Since 1993
Mr. Nicholson is the Chairman, President and Chief Executive
Officer of Colorado National Bankshares, Inc., a bank holding
company affiliated with the Company. He joined Colorado
National Bankshares in 1970 as Senior Vice President, became
President in 1975 and was promoted to Chairman, President and
Chief Executive Officer in 1985. Mr. Nicholson serves as a
director and Chairman of the Board of Visa USA, Inc., and as a
director of Visa International, the Bankers Roundtable, the
Public Service Company of Colorado and HealthONE. He is also a
director of the Greater Denver Chamber of Commerce, the
Colorado Association of Commerce and Industry and the U.S.
Chamber of Commerce. Mr. Nicholson is a member of the Credit
Policy Committee.
</TABLE>

12
<PAGE>
II. PROPOSAL TO AMEND THE COMPANY'S 1991 STOCK INCENTIVE PLAN

On January 19, 1994, the Board of Directors adopted an amendment to the
First Bank System, Inc. 1991 Stock Incentive Plan (the "1991 Plan") to provide
for the issuance of an additional 2,000,000 shares of Common Stock pursuant to
the terms of the 1991 Plan, subject to stockholder approval. In addition, the
Board of Directors adopted, subject to stockholder approval, an amendment to the
1991 Plan to provide that shares of Common Stock received by the Company from a
participant in the 1991 Plan as full or partial payment to the Company of the
purchase price relating to an award, or in connection with satisfaction of tax
obligations relating to an award in accordance with the tax withholding
provisions of the 1991 Plan, shall again be available for granting awards to
persons who are not officers or directors of the Company for purposes of Section
16 of the Securities Exchange Act of 1934, as amended (the "1934 Act").

The Board of Directors also adopted, subject to stockholder approval,
amendments to the 1991 Plan to provide (i) that no more than 500,000 shares of
Company Common Stock be granted or awarded to any employee over a three-year
period in the form of stock options or other awards with a value based on the
increase in the value of the Company's Common Stock after the date of grant of
such award (collectively, "Limited Awards") and (ii) that each member of the
Committee (as defined below) that administers the 1991 Plan be an outside
director within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). These amendments are intended to preserve the
Company's tax deduction for certain Limited Awards granted under the 1991 Plan
in fiscal year 1994 and thereafter, in accordance with the requirements of the
Omnibus Budget Reconciliation Act of 1993 ("OBRA").

INCREASE IN AVAILABLE SHARES AND ACCOUNTING FOR SHARES

As originally adopted, the 1991 Plan provides that a total of 3,000,000
shares of the Company's Common Stock are available for the granting of awards.
As of March 1, 1994, approximately 25,000 shares remained available for grant
under the 1991 Plan. The 2,000,000 share increase in the number of shares
available for the granting of awards will allow the Company to continue to
provide incentives to management personnel and to provide an adequate number of
shares for reload options and automatic grants of options to members of the
Board of Directors who are not also employees of the Company or its subsidiaries
("Non-Employee Directors"). The Company believes that over the years its stock
based awards have made a significant contribution to the success of the Company
in attracting, motivating and retaining skilled management personnel and
directors.

The Company anticipates that future awards under the 1991 Plan will be
granted primarily to persons who are officers or directors of the Company for
purposes of Section 16 of the 1934 Act, with awards to other employees being
primarily made under the Company's 1994 Stock Incentive Plan. The Company is not
required to do so, however. See "Proposal to Approve the Company's 1994 Stock
Incentive Plan."

On January 19, 1994, options were granted to 13 of the Company's employees
out of the 3,000,000 shares of Common Stock approved for issuance in 1991. Due
to the limited number of shares remaining available under the 1991 Plan, the
Organization Committee

13
<PAGE>
decided to make a portion of the January 19, 1994 grant conditional on
stockholder approval of the increase in available shares of Common Stock. The
Organization Committee chose to make conditional grants only to certain of the
Company's top executives, with grants to other employees being effective January
19, 1994. The following chart reflects grants of Nonqualified Stock Options (as
defined below) made on January 19, 1994 subject to stockholder approval of the
amendment increasing the number of shares of Common Stock available for grant or
award under the 1991 Plan:

NEW PLAN BENEFITS

<TABLE>
<CAPTION>
NUMBER OF
NAME AND POSITION UNITS(1)(2)
- -------------------------------------------------------------------------------------- ------------
<S> <C>
Grundhofer, John (CEO)................................................................ 77,000
Zona, Richard (Vice Chairman & CFO)................................................... 39,000
Farley, William (Vice Chairman)....................................................... 29,000
Heasley, Phillip (Vice Chairman)...................................................... 29,000
All Current Executive Officers as a Group (12)........................................ 174,000
Non-employee Directors as a Group (15)................................................ 0
All Other Employees as a Group........................................................ 0(3)
<FN>
- ---------
(1) Units are options to purchase shares of Company Common Stock at $29.75 per
share, which is equal to 100% of fair market value on the date of grant.
The options were granted, subject to stockholder approval, on January 19,
1994, and 1/3 of the total grant became exercisable on the date of grant
subject to such approval. An additional 1/3 of the total grant becomes
exercisable on April 15, 1995 and the final 1/3 becomes exercisable on
April 15, 1996 if the Company meets certain standards based upon the
Company's return on assets relative to the Company's peer bank holding
companies and growth in earnings per share. If the standards are not met
for a particular year, the portion of the grant which would have become
exercisable that year will become exercisable on January 19, 1999. All such
options become fully vested upon a change of control of the Company.
(2) The conditional option grants listed constitute a portion of the grants
made on January 19, 1994. In addition to the conditional grants listed, the
following number of options were granted to the individuals named in the
table out of shares available for grant and previously approved by
stockholders: Mr. Grundhofer, 271,600; Mr. Zona, 136,000; Mr. Farley,
101,000; and Mr. Heasley, 101,000. Pursuant to SEC rules, such grants and
others made on January 19, 1994 will be set forth in the Stock Option
Grants table contained in the Company's Proxy Statement relating to the
Annual Meeting of Stockholders to be held in 1995 or as otherwise required
by Securities and Exchange Commission rules and regulations.
(3) Grants made on January 19, 1994 to employees other than the individuals
named in the chart were out of shares available from the 3,000,000 shares
of Common Stock approved for issuance in 1991, and thus were not
conditional on stockholder approval of the amendment relating to an
increase in available shares.
</TABLE>

14
<PAGE>
Other awards under the 1991 Plan as proposed to be amended are not yet
determinable. For more information regarding stock option grants under the 1991
Plan, see "Stock Options."

The Board of Directors also adopted, subject to stockholder approval, an
amendment to the 1991 Plan to provide that shares of Common Stock received by
the Company from a participant in the 1991 Plan as full or partial payment to
the Company of the purchase price relating to an award, or in connection with
satisfaction of tax obligations relating to an award in accordance with the tax
withholding provisions of the 1991 Plan, shall again be available for granting
awards to persons who are not officers or directors of the Company for purposes
of Section 16 of the 1934 Act.

AMENDMENTS RELATING TO OBRA REQUIREMENTS

The first amendment to the 1991 Plan relating to OBRA requirements provides
that no more than 500,000 shares of Company Common Stock are permitted to be
granted or awarded in the form of Limited Awards to an individual employee over
a three-year period. If adopted, the new Section 4(e) to the 1991 Plan would
read in its entirety as follows:

(e) AWARD LIMITATIONS UNDER THE PLAN. No Eligible Person may be
granted any Award or Awards, the value of which Awards are based solely
on an increase in the value of the Shares after the date of grant of
such Awards, for more than 500,000 Shares, in the aggregate, in any
three calendar year period beginning with the period commencing January
1, 1994 and ending December 31, 1996; provided, however, that such
restriction shall apply only to Shares available for granting Awards
under the Plan pursuant to amendments to the Plan submitted for
stockholder approval at the Company's 1994 annual meeting of
stockholders and amendments adopted thereafter. The foregoing limitation
specifically includes the grant of any "performance-based" Awards within
the meaning of Section 162(m) of the Code.

The second amendment to the 1991 Plan relating to OBRA requirements for
which stockholder approval is sought would further restrict membership of the
Committee (as defined below) administering the 1991 Plan to persons who are
considered an "outside director" within the meaning of Section 162(m) of the
Code. Subject to certain transition provisions relating to OBRA, a director is
considered an "outside director" only if he or she (i) is not a current employee
of the corporation, (ii) was not an officer of the corporation (or related
entities) at any time, (iii) is not currently serving as a consultant to the
corporation and receiving compensation for personal services, and (iv) is not a
former employee who is receiving compensation for prior services, other than
pursuant to a tax-qualified pension plan.

Under OBRA, the allowable deduction for compensation paid or accrued with
respect to the Chief Executive Officer and each of the four other most highly
compensated employees of a publicly held corporation will be limited to no more
than $1 million per year for fiscal years beginning on or after January 1, 1994.
Certain types of compensation are exempted from this deduction limitation,
including qualified performance based income. Stockholder approval of new
Section 4(e) of the the 1991 Plan, and membership of only "outside

15
<PAGE>
directors" on the Committee, is required under OBRA for compensation relating to
certain Limited Awards under the 1991 Plan (including Nonqualified Stock
Options) to be eligible for the exemption to the deduction limitation.

SUMMARY OF THE 1991 PLAN

The following summary description of the 1991 Plan is qualified in its
entirety by reference to the full text of the 1991 Plan, a copy of which may be
obtained by the stockholders of the Company upon request directed to the
Company's Corporate Secretary at First Bank Place, 601 Second Avenue South,
Minneapolis, Minnesota 55402-4302.

Any employee, officer, consultant or independent contractor of the Company
and its affiliates is eligible to receive awards under the 1991 Plan. The 1991
Plan was approved by stockholders in April 1991. Amendments to the 1991 Plan
providing for the grant of "reload" options and the automatic grant of options
to Non-Employee Directors were approved by stockholders in April 1993. The 1991
Plan terminates on April 23, 2001, and no awards may be made after that date.
However, unless otherwise expressly provided in the 1991 Plan or an applicable
award agreement, any award granted may extend beyond the end of such period.

The 1991 Plan permits the granting of: (a) stock options, including
"incentive stock options" ("Incentive Stock Options") meeting the requirements
of Section 422 of the Code, and stock options that do not meet such requirements
("Nonqualified Stock Options"), (b) stock appreciation rights ("SARs"), (c)
restricted stock and restricted stock units, (d) performance awards, (e)
dividend equivalents, and (f) other awards valued in whole or in part by
reference to or otherwise based upon the Company's stock ("other stock-based
awards"). The 1991 Plan is administered by a committee of the Board of Directors
consisting exclusively of three or more Non-Employee Directors (the
"Committee"), with the exception of the provision for automatic grants of stock
options to Non-Employee Directors, which is administered by the Board of
Directors. The Committee has the authority to establish rules for the
administration of the 1991 Plan; to select the individuals to whom awards are
granted; to determine the types of awards to be granted and the number of shares
of Common Stock covered by such awards; and to set the terms and conditions of
such awards. The Committee may also determine whether the payment of any amounts
received under any award shall or may be deferred and may authorize payments
representing cash dividends in connection with any deferred award of shares of
Common Stock. Determinations and interpretations with respect to the 1991 Plan
are at the sole discretion of the Committee, whose determinations and
interpretations are binding on all interested parties. The Committee may
delegate to one or more officers the right to grant awards with respect to
individuals who are not subject to Section 16(b) of the 1934 Act. See
"Amendments Relating to OBRA Requirements" above for information regarding the
effect of the proposed amendments on the Committee.

Awards may be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law. Awards may provide that upon
the grant or exercise thereof the holder will receive shares of Common Stock,
cash or any combination thereof, as the Committee shall determine.

16
<PAGE>
The exercise price per share under any stock option, the grant price of any
SAR, and the purchase price of any security which may be purchased under any
other stock-based award may not be less than 100% of the fair market value of
the Company's Common Stock on the date of the grant of such option, SAR or
right. Options may be exercised by payment in full of the exercise price, either
in cash or, at the discretion of the Committee, in whole or in part by the
tendering of shares of Common Stock or other consideration having a fair market
value on the date the option is exercised equal to the exercise price.
Determinations of fair market value under the 1991 Plan are made in accordance
with methods and procedures established by the Committee. For purposes of the
1991 Plan, the fair market value of shares of Common Stock on a given date is
the closing price of the shares as reported on the New York Stock Exchange on
such date, if the shares are then quoted on the New York Stock Exchange.

The 1991 Plan provides that the Committee may grant reload options,
separately or together with another option, and may establish the terms and
conditions of such reload options. Pursuant to a reload option, the optionee
would be granted a new option to purchase the number of shares not exceeding the
sum of (i) the number of shares of Common Stock tendered as payment upon the
exercise of the option to which such reload option relates and (ii) the number
of shares of the Company's Common Stock tendered as payment of the amount to be
withheld under income tax laws in connection with the exercise of the option to
which such reload option relates. Reload options may be granted with respect to
options granted under the 1991 Plan, the 1987 Stock Option Plan or any other
stock option plan of the Company, and may be granted in connection with any
option granted under the 1991 Plan at the time of such grant.

The holder of an SAR is entitled to receive the excess of the fair market
value (calculated as of the exercise date or, if the Committee shall so
determine, as of any time during a specified period before or after the exercise
date) of a specified number of shares over the grant price of the SAR.

The holder of restricted stock may have all of the rights of a stockholder
of the Company, including the right to vote the shares subject to the restricted
stock award and to receive any dividends with respect thereto, or such rights
may be restricted. Restricted stock may not be transferred by the holder until
the restrictions established by the Committee lapse. Holders of restricted stock
units have the right, subject to any restrictions imposed by the Committee, to
receive shares of Common Stock (or a cash payment equal to the fair market value
of such shares) at some future date. Upon termination of the holder's employment
during the restriction period, restricted stock and restricted stock units are
forfeited, unless the Committee determines otherwise.

Performance awards provide the holder thereof the right to receive payments,
in whole or in part, upon the achievement of such goals during such performance
periods as the Committee shall establish. A performance award granted under the
1991 Plan may be denominated or payable in cash, shares of Common Stock or
restricted stock. Dividend equivalents entitle the holder thereof to receive
payments (in cash or shares, as determined by the Committee) equivalent to the
amount of cash dividends with respect to a specified number of shares.

17
<PAGE>
The Committee is also authorized to establish the terms and conditions of
other stock-based awards.

Non-Employee Directors receive Nonqualified Stock Options to purchase 2,500
shares of the Company's Common Stock upon election to the Board of Directors and
during the term of the 1991 Plan will be granted, as of the date of the each
Annual Meeting of Stockholders, if such director's term of office continues
after such date, an option to purchase 1,000 shares of Common Stock. Such
options are exercisable in full as of the date of grant, expire on the tenth
anniversary of the date of grant and have an exercise price equal to the fair
market value of the shares of Common Stock as of the date of grant.

No award granted under the 1991 Plan may be assigned, transferred, pledged
or otherwise encumbered by the individual to whom it is granted, otherwise than
by will, by designation of a beneficiary, or by laws of descent and
distribution. Each award is exercisable, during such individual's lifetime, only
by such individual, or, if permissible under applicable law, by such
individual's guardian or legal representative.

If any shares of Common Stock subject to any award or to which an award
relates are not purchased or are forfeited, or if any such award terminates
without the delivery of shares or other consideration, the shares previously
used for such awards are available for future awards under the 1991 Plan.
Notwithstanding the foregoing, the total number of shares of Common Stock that
may be purchased upon exercise of Incentive Stock Options granted under the 1991
Plan (subject to adjustment as described below) may not exceed 3,000,000 shares.
Except as otherwise provided under the procedures adopted by the Committee to
avoid double counting with respect to awards granted in tandem with or in
substitution for other awards, all shares relating to awards granted will be
counted against the aggregate number of shares available for granting awards
under the 1991 Plan. See "Increase in Available Shares and Accounting for
Shares" above for information regarding the effect of the proposed amendments on
the number of shares available for grant, and "Amendments Relating to OBRA
Requirements" above for information regarding the effect of the proposed
amendments on awards granted to any individual over a three-year period.

If any dividend or other distribution, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
shares of Common Stock or other securities of the Company, or other similar
corporate transaction or event affects the shares of Common Stock so that an
adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the 1991
Plan, the Committee may, in such manner as it deems equitable, adjust (a) the
number and type of shares (or other securities or property) which thereafter may
be made the subject of awards, (b) the number and type of shares (or other
securities or property) subject to outstanding awards, and (c) the exercise
price with respect to any award. The Committee may correct any defect, supply
any omission, or reconcile any inconsistency in the 1991 Plan or any award
agreement in the manner and to the extent it shall deem desirable to carry the
1991 Plan into effect.

18
<PAGE>
The Board of Directors may amend, alter or discontinue the 1991 Plan at any
time, provided that stockholder approval must be obtained for any change that
(i) absent such stockholder approval, would cause Rule 16b-3 as promulgated by
the Securities and Exchange Commission under the 1934 Act ("Rule 16b-3"), to
become unavailable with respect to the 1991 Plan; (ii) requires the approval of
the Company's stockholders under any rules or regulations of the National
Association of Securities Dealers, Inc., the New York Stock Exchange, or any
other securities exchange applicable to the Company; or (iii) requires the
approval of the Company's stockholders under the Code in order to permit
Incentive Stock Options to be granted under the 1991 Plan. Certain provisions
relating to the automatic grant of stock options to Non-Employee Directors may
not be amended more than once every six months other than to comport with
changes in the Code, the Employee Retirement Income Security Act or the rules
and regulations thereunder.

The closing price per share of the Company's Common Stock on March 4, 1994,
as reported on the New York Stock Exchange, was $31.50.

The following is a summary of the principal federal income tax consequences
generally applicable to awards under the 1991 Plan. The grant of an option or
SAR is not expected to result in any taxable income for the recipient. The
holder of an Incentive Stock Option generally will have no taxable income upon
exercising the Incentive Stock Option (except that a liability may arise
pursuant to the alternative minimum tax), and the Company will not be entitled
to a tax deduction when an Incentive Stock Option is exercised. Upon exercising
a Nonqualified Stock Option, the optionee must recognize ordinary income equal
to the excess of the fair market value of the shares of Common Stock acquired on
the date of exercise over the exercise price, and the Company will be entitled
at that time to a tax deduction for the same amount. Upon exercising an SAR, the
amount of any cash received and the fair market value on the exercise date of
any shares of Common Stock received are taxable to the recipient as ordinary
income and deductible by the Company. The tax consequence to an optionee upon a
disposition of shares acquired through the exercise of an option will depend on
how long the shares have been held and upon whether such shares were acquired by
exercising an Incentive Stock Option or by exercising a Nonqualified Stock
Option or SAR. Generally, there will be no tax consequence to the Company in
connection with disposition of shares acquired under an option, except that the
Company may be entitled to a tax deduction in the case of a disposition of
shares acquired under an Incentive Stock Option before the applicable Incentive
Stock Option holding periods set forth in the Code have been satisfied.

With respect to other awards granted under the 1991 Plan that are payable
either in cash or shares of Common Stock that are either transferable or not
subject to substantial risk of forfeiture, the holder of such an award must
recognize ordinary income equal to the excess of (a) the cash or the fair market
value of the shares of Common Stock received (determined as of the date of such
receipt) over (b) the amount (if any) paid for such shares of Common Stock by
the holder of the award, and the Company will be entitled at that time to a
deduction for the same amount. With respect to an award that is payable in
shares of Common Stock that are restricted as to transferability and subject to
substantial risk of forfeiture, unless a special election is made pursuant to
the Code, the holder of the award

19
<PAGE>
must recognize ordinary income equal to the excess of (i) the fair market value
of the shares of Common Stock received (determined as of the first time the
shares become transferable or not subject to substantial risk of forfeiture,
whichever occurs earlier) over (ii) the amount (if any) paid for such shares of
Common Stock by the holder, and the Company will be entitled at that time to a
tax deduction for the same amount.

Special rules may apply in the case of individuals subject to Section 16(b)
of the 1934 Act. In particular, unless a special election is made pursuant to
the Code, shares received pursuant to the exercise of a stock option or SAR may
be treated as restricted as to transferability and subject to a substantial risk
of forfeiture for a period of up to six months after the date of exercise.
Accordingly, the amount of any ordinary income recognized, and the amount of the
Company's tax deduction, are determined as of the end of such period.

Under the 1991 Plan, the Committee may permit participants receiving or
exercising awards, subject to the discretion of the Committee and upon such
terms and conditions as it may impose, to surrender shares of Common Stock
(either shares received upon the receipt or exercise of the award of shares
previously owned by the optionee) to the Company to satisfy federal and state
withholding tax obligations. In addition, the Committee may grant, subject to
its discretion and such rules as it may adopt, a bonus to a participant in order
to provide funds to pay all or a portion of federal and state taxes due as a
result of the receipt or exercise of (or lapse of restrictions relating to) an
award. The amount of any such bonus will be taxable to the participant as
ordinary income, and the Company will have a corresponding deduction equal to
such amount (subject to the usual rules concerning reasonable compensation).

The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present in person or by proxy and voted at the meeting
will be necessary for approval of the amendments to the 1991 Plan. Proxies will
be voted in favor of such proposal unless otherwise specified. THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDMENTS TO THE 1991
PLAN.

III. PROPOSAL TO APPROVE THE COMPANY'S
1994 STOCK INCENTIVE PLAN

On January 19, 1994, the Board of Directors adopted the First Bank System,
Inc. 1994 Stock Incentive Plan (the "1994 Plan"). The objectives of the 1994
Plan are to aid the Company in maintaining and developing personnel capable of
assuring the future success of the Company, to offer such personnel incentives
to put forth maximum efforts for the success of the Company's business and to
afford such personnel an opportunity to acquire a proprietary interest in the
Company. The following summary description of the 1994 Plan is qualified in its
entirety by reference to the full text of the 1994 Plan, a copy of which may be
obtained by stockholders of the Company upon request directed to the Company's
Corporate Secretary at First Bank Place, 601 Second Avenue South, Minneapolis,
Minnesota 55402-4302.

Although the 1994 Plan became effective upon adoption by the Company's Board
of Directors on January 19, 1994, the Company seeks stockholder approval for
purposes of

20
<PAGE>
meeting certain regulatory and statutory guidelines that would increase the
flexibility of, and the benefits to the Company's employees associated with, the
1994 Plan. Pursuant to the Company's loan program, active employees holding
stock options are entitled to borrow from the Company the amount necessary to
pay the exercise price upon exercise of such stock options. Pursuant to the
terms of the loan program, such loans are secured by shares of the Company's
Common Stock issued in connection with the option exercise. Under Regulation G
issued by the Board of Governors of the Federal Reserve System, such loans by a
corporation are limited to a percentage of the value of the common stock serving
as collateral. Currently, Regulation G limits such loans to 50% of the market
value of the common stock serving as collateral. Pursuant to provisions of
Regulation G relating to employee stock option plans, however, loans may be made
for up to 100% of the market value of the common stock serving as collateral if
the stock option plan meets certain requirements set forth in Regulation G. Such
requirements include stockholder approval of the stock option plan. By obtaining
stockholder approval of the 1994 Plan, the Company anticipates qualifying for
the special stock option plan provisions of Regulation G, resulting in the
ability to loan employees up to the entire exercise price upon an option
exercise. Absent stockholder approval, if the exercise price of the stock option
is more than 50% of the market value of the Common Stock issued upon such
exercise, the Company would be unable to loan the employee the entire exercise
price pursuant to the loan program. Thus, stockholder approval is sought to help
ensure that all employees exercising stock options receive the full benefit of
the Company's loan program.

Stockholder approval of the 1994 Plan would also allow the Company to issue
awards under the 1994 Plan to officers who are subject to reporting requirements
under Section 16(a) of the 1934 Act in compliance with the provisions of Rule
16b-3. Although the Company anticipates that future awards under the 1994 Plan
will be granted primarily to employees who are not subject to reporting
requirements under Section 16(a) of the 1934 Act, stockholder approval would
provide the Company with additional flexibility in connection with awards to
employees at all levels. Additionally, pursuant to Internal Revenue Service
regulations, stockholder approval is required to grant Incentive Stock Options,
as described below. Failure to obtain stockholder approval would result in the
inability to grant Incentive Stock Options under the 1994 Plan.

A total of 5,000,000 shares of the Company's Common Stock were available for
the granting of awards under the 1994 Plan. A total of 3,898,400 of such shares
have been reserved for issuance upon the exercise of Nonqualified Stock Options
(as defined below) granted in January 1994. All of such grants were made to
employees of the Company who are not "Executive Officers" for purposes of
Securities and Exchange Commission proxy rules. Such Nonqualified Options have
an exercise price of $29.75 per share, which is equal to 100% of fair market
value on the date of grant. The options were granted on January 19, 1994, and
1/3 of the total grant became exercisable on the date of grant. An additional
1/3 of the total grant becomes exercisable on April 15, 1995 and the final 1/3
becomes exercisable on April 15, 1996 if the Company meets certain standards
based upon the Company's return on assets relative to the Company's peer bank
holding companies and growth in earnings per share. If the standards are not met
for a particular year, the portion of the grant which

21
<PAGE>
would have become exercisable that year will become exercisable on January 19,
1999. All such options become fully vested upon a change of control of the
Company. Other awards under the 1994 Plan are not yet determinable.

The Company anticipates that future awards under the 1994 Plan will be
granted primarily to persons who are not officers or directors of the Company
for purposes of Section 16 of the 1934 Act with awards to other employees being
primarily made under the 1991 Plan. The Company is not required to do so,
however. See "Proposal to Amend the Company's 1991 Stock Incentive Plan."

SUMMARY OF THE 1994 PLAN

Any employee, officer, consultant or independent contractor of the Company
and its affiliates is eligible to receive awards under the 1994 Plan. The 1994
Plan terminates on January 18, 2004, and no awards may be made after that date.
However, unless otherwise expressly provided in the 1994 Plan or an applicable
award agreement, any award granted may extend beyond the end of such period.

The 1994 Plan permits the granting of: (a) stock options, including
incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code, and stock options that do not meet such requirements
("Nonqualified Stock Options"), (b) stock appreciation rights ("SARs"), (c)
restricted stock and restricted stock units, (d) performance awards, (e)
dividend equivalents, and (f) other awards valued in whole or in part by
reference to or otherwise based upon the Company's stock ("other stock-based
awards"). The 1994 Plan is administered by a committee of the Board of Directors
consisting exclusively of three or more nonemployee directors, each of whom is a
disinterested person within the meaning of Rule 16b-3 under the 1934 Act, and is
an "outside director" within the meaning of Section 162(m) of the Code (the
"Committee"). The Committee has the authority to establish rules for the
administration of the 1994 Plan; to select the individuals to whom awards are
granted; to determine the types of awards to be granted and the number of shares
of Common Stock covered by such awards; and to set the terms and conditions of
such awards. The Committee may also determine whether the payment of any amounts
received under any award shall or may be deferred and may authorize payments
representing cash dividends in connection with any deferred award of shares of
Common Stock. Determinations and interpretations with respect to the 1994 Plan
are at the sole discretion of the Committee, whose determinations and
interpretations are binding on all interested parties. The Committee may
delegate to one or more officers the right to grant awards with respect to
individuals who are not subject to Section 16(b) of the 1934 Act.

The exercise price per share under any stock option, the grant price of any
SAR, and the purchase price of any security which may be purchased under any
other stock-based award may not be less than 100% of the fair market value of
the Company's Common Stock on the date of the grant of such option, SAR or
right. Options may be exercised by payment

22
<PAGE>
in full of the exercise price, either in cash or, at the discretion of the
Committee, in whole or in part by the tendering of shares of Common Stock or
other consideration having a fair market value on the date the option is
exercised equal to the exercise price. Determinations of fair market value under
the 1994 Plan are made in accordance with methods and procedures established by
the Committee. For purposes of the 1994 Plan, the fair market value of shares of
Common Stock on a given date is the closing price of the shares as reported on
the New York Stock Exchange on such date, if the shares are then quoted on the
New York Stock Exchange.

The 1994 Plan provides that the Committee may grant "reload" options,
separately or together with another option, and may establish the terms and
conditions of such "reload" options. Pursuant to a "reload" option, the optionee
would be granted a new option to purchase the number of shares not exceeding the
sum of (i) the number of shares of Common Stock tendered as payment upon the
exercise of the option to which such "reload" option relates and (ii) the number
of shares of the Company's Common Stock tendered as payment of the amount to be
withheld under income tax laws in connection with the exercise of the option to
which such "reload" option relates. "Reload" options may be granted with respect
to options granted under any stock option plan of the Company.

Performance awards provide the holder thereof the right to receive payments,
in whole or in part, upon the achievement of such goals during such performance
periods as the Committee shall establish. A performance award granted under the
1994 Plan may be denominated or payable in cash, shares of Common Stock or
restricted stock. Dividend equivalents entitle the holder thereof to receive
payments (in cash or shares, as determined by the Committee) equivalent to the
amount of cash dividends with respect to a specified number of shares.

The Committee is also authorized to establish the terms and conditions of
other stock-based awards.

No award granted under the 1994 Plan may be assigned, transferred, pledged
or otherwise encumbered by the individual to whom it is granted, otherwise than
by will, by

23
<PAGE>
designation of a beneficiary, or by laws of descent and distribution. Each award
is exercisable, during such individual's lifetime, only by such individual, or,
if permissible under applicable law, by such individual's guardian or legal
representative.

If any shares of Common Stock subject to any award or to which an award
relates are not purchased or are forfeited, or if any such award terminates
without the delivery of shares or other consideration, the shares previously
used for such awards are available for future awards under the 1994 Plan. In
addition, any shares that are used by a 1994 Plan participant as full or partial
payment to the Company of the purchase price relating to an award, or in
connection with satisfaction of tax obligations relating to an award in
accordance with the provisions relating to tax withholding under the 1994 Plan,
shall again be available for granting awards to persons who are not officers or
directors of the Company for purposes of Section 16 of the 1934 Act.
Notwithstanding the foregoing, the total number of shares of Common Stock that
may be purchased upon exercise of Incentive Stock Options granted under the 1994
Plan (subject to adjustment as described below) may not exceed 5,000,000 shares.
Except as otherwise provided under procedures adopted by the Committee to avoid
double counting with respect to awards granted in tandem with or in substitution
for other awards, all shares relating to awards granted will be counted against
the aggregate number of shares available for granting awards under the 1994
Plan. No person may be granted any award or awards, the value of which awards
are based solely on an increase in the value of Company Common Stock after the
date of grant of such awards, for more than 500,000 shares of Company Common
Stock, in the aggregate, in any three calendar year period beginning with the
period commencing January 1, 1994 and ending December 31, 1996.

If any dividend or other distribution, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of shares of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
shares of Common Stock or other securities of the Company, or other similar
corporate transaction or event affects the shares of Common Stock so that an
adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the 1994
Plan, the Committee may, in such manner as it deems equitable, adjust (a) the
number and type of shares (or other securities or property) which thereafter may
be made the subject of awards, (b) the number and type of shares (or other
securities or property) subject to outstanding awards, and (c) the exercise
price with respect to any award. The Committee may correct any defect, supply
any omission, or reconcile any inconsistency in the 1994 Plan or any award
agreement in the manner and to the extent it shall deem desirable to carry the
1994 Plan into effect.

The Board of Directors may amend, alter or discontinue the 1994 Plan at any
time.

The closing price per share of the Company's Common Stock on March 4, 1994,
as reported on the New York Stock Exchange, was $31.50.

The principal federal income tax consequences generally applicable to awards
under the 1994 Plan are the same as those described above for analogous awards
under the 1991 Plan. See "Proposal to Amend the Company's 1991 Stock Incentive
Plan--Summary of the 1991 Plan."

24
<PAGE>
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present in person or by proxy and voted at the meeting
will be necessary for approval of the 1994 Plan. Proxies will be voted in favor
of such proposal unless otherwise specified. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR APPROVAL OF THE 1994 PLAN.

IV. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors has determined that the Fourth Article of the
Company's Restated Certificate of Incorporation should be amended and has voted
to submit an amendment to the Company's stockholders for adoption. The Fourth
Article currently provides that the aggregate number of shares of all classes of
stock which the Company shall have authority to issue is 160,000,000 shares,
consisting of 10,000,000 shares of Preferred Stock and 150,000,000 shares of
Common Stock. The Board of Directors recommends to stockholders that the article
be amended to increase the number of authorized shares of Common Stock by
50,000,000 shares to 200,000,000 shares, thereby increasing to 210,000,000 the
aggregate number of shares of all classes of stock which the Company shall have
authority to issue.

If the amendment is approved by the Company's stockholders, the Fourth
Article of the Certificate of Incorporation would read as follows:

The total number of shares of all classes of stock which the corporation
shall have authority to issue is 210,000,000, consisting of 10,000,000
shares of Preferred Stock of the par value of $1.00 each and 200,000,000
shares of Common Stock of the par value of $1.25 each.

As of December 31, 1993, there were 114,793,547 shares of Common Stock
outstanding and an additional 6,913,523 shares of Common Stock were reserved for
issuance pursuant to various stock-based plans of the Company. This leaves the
Company with 28,292,930 authorized but unissued, unreserved and uncommitted
shares of Common Stock available for issuance.

The additional shares of Common Stock for which authorization is sought
would be a part of the existing class of Common Stock and, if and when issued,
would have the same rights and privileges as the shares of Common Stock
presently outstanding. Such additional shares would not (and the shares of
Common Stock presently outstanding do not) entitle holders thereof to preemptive
or cumulative voting rights.

The Company is proposing to increase the number of authorized shares of its
Common Stock to provide additional shares for general corporate purposes,
including stock dividends, raising additional capital, issuances pursuant to
employee and stockholder stock plans and possible future acquisitions. The
Company's officers from time to time engage in discussions with other financial
institutions concerning the possible acquisition of such institutions by the
Company. There are no present plans, understandings or agreements, however, for
issuing a material number of additional shares of Common Stock from the

25
<PAGE>
additional shares of stock proposed to be authorized pursuant to the amendment.
Since acquisitions have been and may, in the future, be made by an exchange of
stock, the Board of Directors believes that an increase in the total number of
shares of authorized Common Stock will better enable the Company to meet its
future needs and give it greater flexibility in responding quickly to
advantageous business opportunities, as well as provide additional shares for
corporate purposes generally.

The issuance by the Company of shares of Common Stock, including the
additional shares that would be authorized if the proposed amendment is adopted,
may dilute the present equity ownership position of current holders of Common
Stock and may be made without stockholder approval, unless otherwise required by
applicable laws or stock exchange regulation. Under existing New York Stock
Exchange regulations, approval of a majority of the holders of Common Stock
would nevertheless be required in connection with any transaction or series of
related transactions that would result in the original issuance of additional
shares of Common Stock, other than in a public offering for cash, (i) if the
Common Stock (including securities convertible into Common Stock) has, or will
have upon issuance, voting power equal to or in excess of 20% of the voting
power outstanding before the issuance of such Common Stock; (ii) if the number
of shares of Common Stock to be issued is or will be equal to or in excess of
20% of the number of shares outstanding before the issuance of the Common Stock;
or (iii) if the issuance would result in a change of control of the Company.

The additional authorized but unissued shares of Common Stock that would
become available if the proposed amendment is adopted, whether alone or in
tandem with the Rights described below, could make a change in control of the
Company more difficult to achieve. Under certain circumstances, such shares
could be used to create voting impediments to frustrate persons seeking to
effect a takeover or otherwise gain control of the Company. Such shares could be
sold to purchasers who might side with the Board in opposing a takeover bid that
the Board determines not to be in the best interests of the Company or its
stockholders. The amendment might also have the effect of discouraging an
attempt by another person or entity, through the acquisition of a substantial
number of shares of the Company's Common Stock, to acquire control of the
Company with a view to consummating a merger, sale of all or any part of the
Company's assets, or a similar transaction, since the issuance of new shares
could be used to dilute the stock ownership of such person or entity.

In December 1988 the Company declared a dividend of one preferred stock
purchase right ("Right") for each outstanding share of Common Stock based on the
stockholders of record on January 4, 1989. One Right has also been issued with
respect to each share of Common Stock issued since January 4, 1989. The Rights
are designed to help management obtain fair and equal treatment for all
stockholders in the event of a potential takeover. Each Right initially entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock of the Company at a price of
$80, subject to adjustment. In the event that any person or group acquires 20%
or more of the Company's Common Stock outstanding, each Right (other than any
Right held by the acquiring person or group) will thereafter entitle the holder
to receive upon exercise

26
<PAGE>
shares of the Company's Common Stock having a market value of two times the
purchase price. In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power is sold, each Right will thereafter entitle the holder to receive
upon exercise shares of Common Stock of the acquiring company having a market
value of two times the purchase price. The Rights will not be exercisable and
will be transferable with and only with the Common Stock until 10 days after (i)
a public announcement that a person or group has acquired 20% or more of the
Company's Common Stock outstanding, or (ii) a public announcement or
commencement of a tender or exchange offer that would result in a person or
group acquiring 20% or more of the Common Stock. The Rights expire on January 4,
1999, unless they are redeemed by the Company at a price of $.01 per Right prior
to the acquisition by a person or group of 20% of the Company's Common Stock
outstanding. Pursuant to an amendment adopted by the Board of Directors, the
Rights also will expire on the date that is 24 months after the first date upon
which the Company can generally be acquired by bank holding companies,
principally located in at least 15 of the 20 states that as of September 30,
1992, had the largest amount of bank deposits. Until the Right is exercised, the
Right holder will have no rights as a stockholder of the Company, including the
right to vote or to receive dividends.

The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock outstanding and entitled to vote will be necessary for
approval of the amendment. Proxies will be voted in favor of such proposal
unless otherwise specified. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK.

V. SELECTION OF AUDITORS

The Board of Directors of the Company has selected the firm of Ernst & Young
as independent auditors of the Company for the year ending December 31, 1994
subject to the approval of the stockholders.

Before the Audit Committee recommended to the full Board of Directors the
appointment of Ernst & Young, it carefully considered the qualifications of
Ernst & Young. This included a review of their performance in prior years as
well as their reputation for integrity and competence in the fields of auditing
and accounting. The Audit Committee has expressed its satisfaction with Ernst &
Young in all these respects. Representatives of Ernst & Young will be present at
the Annual Meeting of Stockholders and will be given an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions following the meeting. The proxies will vote in favor of
approving this selection unless instruction to the contrary is indicated on the
proxy form.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE
SELECTION OF ERNST & YOUNG AS AUDITORS.

27
<PAGE>
OWNERSHIP BY MANAGEMENT OF EQUITY SECURITIES

The following table sets forth as of February 1, 1994 the beneficial
ownership (as defined in the rules of the Securities and Exchange Commission) of
the Company's Common Stock by individual directors and executive officers named
in the Summary Compensation Table and all directors and executive officers as a
group.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED (1)
------------------
<S> <C>
Coleman Bloomfield......................... 9,706(2)
John F. Grundhofer......................... 353,963(2)(3)
Roger L. Hale.............................. 9,500(2)
Delbert W. Johnson......................... 3,500(2)
John H. Kareken............................ 4,369(2)
Richard L. Knowlton........................ 8,507(2)
Kenneth A. Macke........................... 13,044(2)
Thomas F. Madison.......................... 7,922(2)
Marilyn C. Nelson.......................... 33,995(2)(4)
Will F. Nicholson, Jr...................... 408,942(5)
Nicholas R. Petry.......................... 538,908(2)(6)
Edward J. Phillips......................... 4,010(2)
James J. Renier............................ 12,944(2)
S. Walter Richey........................... 9,444(2)(7)
Richard L. Robinson........................ 8,583(2)(8)
Richard L. Schall.......................... 19,940(2)
Lyle E. Schroeder.......................... 8,909(2)
Richard A. Zona............................ 138,141(2)
William F. Farley.......................... 121,198(2)
Philip G. Heasley.......................... 111,131(2)
Daniel C. Rohr............................. 111,777(2)
John M. Murphy, Jr......................... 107,408(2)
All Directors and Executive Officers
as a Group (28 persons)................... 2,377,684(9)
<FN>
- ---------
(1) No nominee or director owns beneficially more than .1% of the outstanding
Common Stock of the Company and all directors and executive officers as a
group own beneficially less than 1% of the outstanding Common Stock.
</TABLE>

28
<PAGE>

<TABLE>
<S> <C>
(2) Includes the following shares subject to options exercisable within 60
days: Mr. Bloomfield, 2,500 shares; Mr. Grundhofer, 225,723 shares; Mr.
Hale, 2,500 shares; Mr. Johnson, 2,500 shares; Dr. Kareken, 2,500 shares;
Mr. Knowlton, 2,500 shares; Mr. Macke, 2,500 shares; Mr. Madison, 2,500
shares; Ms. Nelson, 2,500 shares; Mr. Petry, 2,500 shares; Mr. Phillips,
2,500 shares; Dr. Renier, 2,500 shares; Mr. Richey, 2,500 shares; Mr.
Robinson, 2,500 shares; Mr. Schall, 2,500 shares; Mr. Schroeder, 2,500
shares; Mr. Zona, 88,862 shares; Mr. Farley, 78,779 shares; Mr. Heasley,
68,178 shares; Mr. Rohr, 70,010 shares; Mr. Murphy, 85,657 shares.
(3) Includes 22,628 shares of Common Stock held in a family trust of which Mr.
Grundhofer is the trustee.
(4) Includes 30,533 shares held by three trusts of which Mrs. Nelson and
members of her family are beneficiaries.
(5) Excludes 8,560 shares owned by Mr. Nicholson's wife in which shares he
disclaims beneficial ownership.
(6) Includes 499,257 shares held by two corporations affiliated with Mr.
Petry.
(7) Includes 100 shares held by Mr. Richey's wife through her Individual
Retirement Account.
(8) Includes 129 shares held by a partnership of which Mr. Robinson is a
general partner.
(9) Included in the shares listed for all directors and executive officers as
a group are (i) shares of Common Stock of the Company owned by the Capital
Accumulation Plan of the Company for the accounts of certain executive
officers, totaling 25,602 shares; (ii) 865,950 shares which are subject to
options exercisable within 60 days by certain directors and executive
officers, including those shares referred to in footnote 2 above; and
(iii) 125,800 shares of restricted stock issued to certain executive
officers pursuant to the 1991 Stock Incentive Plan. All persons subject to
Section 16 of the Securities and Exchange Act filed required reports in a
timely manner disclosing transactions involving the Company's stock.
</TABLE>

29
<PAGE>
EXECUTIVE COMPENSATION
Report of the Organization Committee
on Executive Compensation

TO OUR STOCKHOLDERS:

First Bank System's executive compensation philosophy emphasizes the
Company's commitment to long-term growth in stockholder value. In general:

TARGETED TOTAL COMPENSATION will be above the 50th percentile of a group of
comparable banking companies. The premium in targeted pay over the 50th
percentile will be primarily in the form of stock options.

BASE SALARIES will be targeted BELOW the 50th percentile of the comparator
group to minimize fixed expense and emphasize the relationship of pay to
performance.

ANNUAL INCENTIVES will be targeted ABOVE the 50th percentile of the
comparator group such that the total of targeted base salary plus targeted
annual incentive will be equal to the 50th percentile.

LONG-TERM AWARDS will be targeted ABOVE the 50th percentile of the
comparator group and will be primarily in the form of stock options.

Actual pay will be influenced by both competitive practice and the Organization
Committee's assessment of performance against several criteria, including
measures of profitability, growth consistent with long-range strategy, risk
management, the development and involvement of people, a continuing commitment
to cultural diversity, and succession planning. No formal weightings have been
assigned to these factors.

ROLE OF THE COMMITTEE

The Organization Committee of the Board of Directors (the "Committee") seeks
to maintain executive compensation policies which are consistent with the
Company's strategic business objectives and values. In pursuing this goal, the
Committee is guided by the following objectives:

- A significant portion of senior executives' compensation shall be
comprised of long-term, at-risk pay to focus management on the long-term
interests of stockholders.

- Executives' total compensation programs should emphasize pay that is
dependent upon meeting performance goals to strengthen the relationship
between pay and performance.

- Components of pay which are at risk should contain equity-based pay
opportunities to align executives' interests with those of stockholders.

- Executive compensation should be competitive to attract, retain, and
encourage the development of exceptionally knowledgeable and experienced
executives upon whom, in large part, the success of the Company depends.

30
<PAGE>
The Committee is comprised of six non-employee directors. The Committee
approves the design of executive compensation programs and assesses their
effectiveness in supporting the Company's compensation objectives. The Committee
also reviews and approves all salary arrangements and other remuneration for
executives, evaluates executive performance, and considers related matters.

The Company obtains competitive market data from an independent compensation
consultant comparing the Company's compensation practices to those of a group of
comparator companies. The Committee reviews and approves the selection of
companies used for compensation comparison purposes. This comparator group is
comprised of companies in the banking industry which are comparable in size to
the Company, based on assets, net income, number of employees and total market
value. While the comparator group is not comprised of the same companies as the
peer group index companies in the Performance Graphs included on pages 42 and
43, all of the comparator companies are included in the peer group index.
Therefore, we believe that the companies used for compensation comparisons are a
representative cross section of the companies included in the peer group index.

ELEMENTS OF THE COMPENSATION PROGRAM

The key elements of the Company's executive compensation program are base
salary, annual incentives and long-term incentives. In determining each
component of compensation, the Committee considers an executive's total
compensation package. Consistent with the Company's policy of aligning pay with
performance, a greater portion of total targeted compensation is placed at risk
than the total targeted compensation placed at risk by companies in the
comparator group. In determining the total compensation package for executives,
the Committee has considered the performance of the Company's Common Stock. In
this regard, the Committee considers the performance of the Company's Common
Stock in the approximately four years since the arrival of the current senior
management team to be a favorable factor, however, no formal weighting has been
assigned to this factor. The Performance Graphs on pages 42 and 43 include the
type of information considered by the Committee in this regard.

Recently enacted Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), generally limits the corporate deduction for compensation
paid to executive officers named in the proxy to one million dollars, unless the
compensation is performance-based. The Committee has carefully considered the
potential impact of this new tax code provision on the Company and has concluded
that it is in the Company's and stockholders' best interest to qualify certain
of the Company's stock-based long-term incentives as performance-based
compensation within the meaning of the Code and thereby preserve the full
deductibility of such long-term incentive payments. Thus, the Company is
requesting stockholder approval of modifications to the 1991 Stock Incentive
Plan, as indicated on page 13.

One condition to qualify annual incentive compensation as performance-based
is to establish the amount of the award based on an objective formula that
precludes any upward discretion. At this time, the Committee believes it is in
the Company's and stockholders' best interest to retain the Committee's
discretionary determination of performance and strategic business unit goals on
an annual basis. Consequently, payments to Mr. Grundhofer under

31
<PAGE>
the Annual Incentive Plan may not qualify as performance-based compensation.
Although the amount, if any, of such payments ultimately determined to be
non-deductible is not expected to be significant, the Company will continue to
explore feasible alternatives to preserve deductibility under Section 162(m) of
the Code. Compensation (other than long-term incentives, discussed above) paid
to other executive officers is not expected to exceed one million dollars, and
Section 162(m) will therefore not impact the Company's tax deduction for 1994
compensation paid to these officers.

BASE SALARIES

Each executive's base salary is initially determined according to his or her
level of responsibility, prior experience, and breadth of knowledge, as well as
internal equity issues and competitive pay practices. The Committee uses its
discretion rather than a formal weighting system to evaluate these factors and
to determine individual base salary levels. Thereafter, base salaries are
reviewed on an annual basis, and increases are made based on the Committee's
subjective assessment of each executive's performance, as well as the factors
described above. In 1993, base salaries were below the 50th percentile market
level of the comparator group. This is consistent with the Company's strategic
objectives.

Each year, Mr. Grundhofer prepares a written self-appraisal of his
performance which is presented to the Board of Directors. Each director comments
on Mr. Grundhofer's report and the Committee prepares a formal response which
serves as Mr. Grundhofer's appraisal. The Committee recommends to the full Board
Mr. Grundhofer's salary for the coming year, and his base salary is adjusted
accordingly. In doing so, the Committee considers Mr. Grundhofer's execution of
his overall responsibility for the Company's financial performance, long-range
strategy, capital allocation, and management selection, retention, and
succession. However, formal weightings have not been assigned to these factors.
Pursuant to an employment agreement between Mr. Grundhofer and the Company
effective in January 1993, Mr. Grundhofer is entitled to an annual base salary
of not less than $525,000 (see "Employment Contracts" following this report).
Mr. Grundhofer's annual base salary was raised by $75,000 to $600,000 effective
March 1, 1993. Also, the employment agreement provides for certain payments in
respect of payments and benefits forfeited by Mr. Grundhofer upon termination of
his previous employment. The amounts and conditions for receipt of such payments
were established in Mr. Grundhofer's original employment agreement with the
Company entered into in January 1990, and such payments were not a factor
considered by the Committee in determining his 1993 compensation.

ANNUAL INCENTIVES

The Company provides annual incentives to executives under the Annual
Incentive Plan. Annual incentives are intended to promote the Company's
pay-for-performance philosophy by providing executives with annual cash bonus
opportunities for achieving corporate, business unit and individual performance
goals.

Eligible executives are assigned target and maximum bonus levels, determined
as a percentage of base salary. The Committee sets the target bonus awards at a
level which, together with the amount of targeted base pay, provides total
direct compensation which is approximately equal to the 50th percentile level
among the Company's compensation

32
<PAGE>
comparator companies for total direct compensation. The Committee considers the
targets it establishes to be achievable, but to require above-average
performance from each of the executives. Actual awards, if any, are determined
by the Committee based on its subjective assessment of each executive's business
unit and individual performance. The assessment focuses on achievement of
profitability, growth, risk management and general management objectives;
however, formal weightings have not been assigned to these factors.

In 1993, the Company's targeted bonus level was above the 50th percentile
target level of the comparator group of companies, and total targeted base pay
plus bonus was slightly below the 50th percentile. The Company's performance in
1993 exceeded the target level of performance. Specifically, with respect to
profitability factors, the Company exceeded its goals for return on common
equity, net income, net chargeoffs, noninterest expense and efficiency ratio. In
addition, in measuring the Company's performance relating to growth goals, the
Committee noted the Company's successful integration of three major (and a
number of smaller) bank acquisitions, the successful introduction of new
technology throughout the Company, the effective conversion of acquired banks'
services, overall customer service and effective cross selling. In analyzing the
Company's risk management, the Committee observed that the Company exceeded its
goals with respect to classified and nonperforming assets. As a result, actual
bonus awards exceeded the target level.

Mr. Grundhofer was paid $630,000 under the Annual Incentive Plan in
connection with the Company's 1993 performance. Mr. Grundhofer's targeted annual
bonus is consistent with the Company's policy of setting a targeted annual bonus
sufficient to provide total direct compensation which is approximately equal to
the 50th percentile level of the comparator group. Because the Company exceeded
its target performance for 1993 based on the factors described in the preceding
paragraph, Mr. Grundhofer's actual bonus was above target consistent with the
goals of the Annual Incentive Plan.

LONG-TERM INCENTIVES

Long-term incentives are granted under the Company's 1991 Stock Incentive
Plan. In keeping with the policy of placing a significant portion of executives'
total pay at risk, the Committee sets targeted long-term incentive compensation
above the 50th percentile levels among the Company's compensation comparator
companies.

The separate components of the Company's long-term incentives are summarized
below.

STOCK OPTIONS. Stock options, including reload stock options, are the
Company's primary long-term incentive vehicle. Under the 1991 Stock Incentive
Plan, options are granted at an option price not less than the fair market value
of the Common Stock on the date of grant. Thus, stock options have value only if
the stock price appreciates from the date the options are granted. This design
focuses executives on the creation of stockholder value over the long term and
encourages equity ownership in the Company.

In determining the size of stock option awards, the Committee considers the
value of the stock on the date of grant, competitive practice, the amount of
options previously granted, individual contributions, and business unit
performance. However, formal weightings have not been assigned to these factors.

33
<PAGE>
Based upon the Committee's assessment of these factors, Mr. Grundhofer in
1993 received regular options to purchase 61,700 shares under the 1991 Stock
Incentive Plan. In addition, he received reload stock options to purchase 65,638
shares. All of the options granted to Mr. Grundhofer have an exercise price
equal to the fair market value on the date of grant. The number of reload stock
options granted to Mr. Grundhofer was equal to the number of shares of the
Company's Common Stock he tendered to the Company in payment of the exercise
price of options exercised during 1993, plus the number of shares withheld by
the Company in payment of the taxes arising from the exercise.

RESTRICTED STOCK. The 1991 Stock Incentive Plan also provides for the grant
of restricted stock to executives. Dividends paid on Company stock are paid on a
current basis to holders of restricted stock. The vesting period of the
restricted stock is determined by comparing the Company's return on common
equity and total shareholder return (stock price appreciation plus dividends)
over a three-year performance period to the same measures for a group of peer
companies. All of the companies in this peer group are also represented in the
Performance Graphs on pages 42 and 43, and most are included in the Company's
compensation comparator group. Depending on the Company's performance relative
to the peer group, vesting can occur in as few as three, and in as many as
seven, years following the start of the performance cycle. Vesting will not be
accelerated unless the Company ranks at or above the 60th percentile for at
least one of the performance measures. Although no formal weighting is used,
total stockholder return is emphasized somewhat more than return on common
equity in determining the vesting schedule. Except for death, disability,
retirement or a change in control, unvested shares are forfeited upon
termination of employment.

In determining the size of restricted stock grants, the Committee considers
the dollar value of the stock, competitive practices, the amount of restricted
stock previously granted and individual performance. However, formal weightings
have not been assigned to these factors.

Based on these factors, Mr. Grundhofer received a grant of 13,600 shares of
restricted stock in 1993.

CONCLUSION

The Committee is committed to monitoring the effectiveness of the Company's
total compensation program to satisfy the Company's current needs and to adapt
the program to anticipate and meet the Company's future needs. In 1993, the
Committee performed a comprehensive review of the Company's total compensation
program to ensure it supports the Company's overall objectives and stockholders'
interests in the most effective manner.

Based on this review, the Committee concluded that long-term incentive
compensation opportunities should be dependent on stock-based measures to
strengthen the alignment between management's interests and those of the
Company's stockholders. To emphasize the Company's pay at risk philosophy, as
well as to further enhance the alignment of management's interests with those of
stockholders, stock option awards for 1994, 1995 and 1996 were made in January
of 1994. For this period, no additional long-term incentive awards (except for
reload option grants), including restricted stock, are anticipated for executive
officers named in this proxy statement.

34
<PAGE>
The Committee believes the Company's executive compensation policies and
programs effectively serve the interests of stockholders and the Company. The
Company's various pay vehicles are appropriately balanced to provide increased
motivation for executives to contribute to the Company's overall future success
and to enhance the Company's value for the stockholder's benefit.

Kenneth A. Macke (Chairperson)
Coleman Bloomfield
Thomas R. Madison
Marilyn C. Nelson
James J. Renier
S. Walter Richey

EMPLOYMENT CONTRACTS

Pursuant to a three-year Employment Agreement entered into by the Company
and Mr. Grundhofer that expired on January 29, 1993 (the "Former Employment
Agreement"), Mr. Grundhofer was entitled to receive an annual salary of not less
that $525,000 and was entitled to participate in the Company's executive bonus
program. Mr. Grundhofer was entitled to participate in various benefit programs
covering, and to receive various personal benefits offered to, corporate
executives of the Company. Upon execution of the Former Employment Agreement,
the Company granted Mr. Grundhofer options to purchase a total of 200,000
shares, exercisable at $13.625 per share (equal to the New York Stock Exchange
closing price per share of the Company's Common Stock on January 30, 1990).
One-third of these options became exercisable on January 29 of each of 1991,
1992 and 1993. The Former Employment Agreement also entitled Mr. Grundhofer to
severance benefits in the event of termination of employment under certain
circumstances.

Under the Former Employment Agreement, Mr. Grundhofer was entitled to
receive certain payments from the Company intended to compensate him for
payments and other benefits which he would have been eligible to receive had he
continued to be employed by Wells Fargo & Company ("Wells Fargo"), his previous
employer.

Effective January 30, 1993, the Company and Mr. Grundhofer entered into a
new Employment Agreement (the "New Employment Agreement") with a two-year term
that, subject to notice of termination, automatically extends by one year on
each anniversary of the agreement. As in the Former Employment Agreement, Mr.
Grundhofer is entitled to receive an annual salary of not less than $525,000 and
is entitled to participate in the Company's executive bonus program. Mr.
Grundhofer is entitled to participate in various benefit programs covering, and
to receive various personal benefits offered to, corporate executives of the
Company. The Company has agreed to continue to provide Mr. Grundhofer with a $1
million life insurance policy during the term of the New Employment Agreement.

35
<PAGE>
Under the New Employment Agreement, Mr. Grundhofer is entitled to receive
from the Company the remainder of the payments intended to compensate him for
payments and other benefits which he would have been eligible to receive had he
continued to be employed by Wells Fargo as described in connection with the
Former Employment Agreement. Pursuant to the New Employment Agreement and a
separate agreement relating to certain of such payments, such payments may be
paid on a deferred basis. In this regard, the Company paid Mr. Grundhofer the
following amounts during 1993: (a) $305,074 which had been placed in escrow by
the Company in respect of Wells Fargo restricted stock forfeited by terminating
employment with Wells Fargo, the receipt of which Mr. Grundhofer deferred, to be
paid over a 10-year period beginning in 2003 (with certain exceptions); and (b)
$11,147, which is an amount equal to $.90 per share of restricted stock of Wells
Fargo that would have remained unvested had he remained at Wells Fargo and the
receipt of $2,026 of which Mr. Grundhofer deferred, to be paid over a 10-year
period beginning in 2003 (with certain exceptions).

Mr. Grundhofer's New Employment Agreement also provides severance benefits
in the event of termination of employment under certain circumstances. In the
event of termination of employment without "cause" or by Mr. Grundhofer with
"good reason" (as such terms are defined in the Agreement), in addition to
compensation and benefits already earned, he will be entitled to receive: (a)
his then-current base salary for a period of two years, (b) continuation of his
participation in Company benefit and retirement plans and continuation of the $1
million life insurance policy for a two-year period, (c) continuation of
personal benefits for a two-year period, and (d) immediate exercisability of all
options and vesting of restricted stock that would have become exercisable or
vested during the remaining term of the New Employment Agreement if no such
termination had occurred. In the event the Company terminates Mr. Grundhofer's
employment with "cause," or he terminates employment without "good reason," Mr.
Grundhofer would forfeit all compensation and benefits following such
termination.

CHANGE IN CONTROL SEVERANCE AGREEMENTS AND PLANS

The Company has entered into individual change in control severance
agreements with certain executive officers, including each of the executive
officers named in the Summary Compensation Table below, providing for severance
payments upon certain terminations of employment during the two-year period
following a change in control. Termination of employment must be by the Company
other than for "cause" or by the individual for "good reason," as such terms are
defined in the agreements. The agreements provide for a lump sum payment equal
to three times annual salary plus target bonus potential, continuation of
benefits for up to three years, the payment of long-term cash incentive awards
and individual outplacement services. The Company has agreed to compensate such
officers for certain taxes and penalties resulting from the severance pay
agreement. Mr. Grundhofer's agreement provides that payments to which he is
entitled under the agreement will be reduced by severance payments and benefits
to which he is entitled under the New Employment Agreement. The Company also
maintains change in control severance plans covering

36
<PAGE>
a broad range of salaried employees and providing for different levels of
payments based on job classification. In addition, the vesting of outstanding
stock options accelerates and restrictions on restricted stock lapse upon a
change of control of the Company.

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
of the Company and the five other highest paid executive officers of the Company
whose salary and bonus earned in 1993 exceeded $100,000.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS
-------------------------------------- ------------------------
OTHER RESTRICTED SECURITIES PAYOUTS
ANNUAL STOCK UNDERLYING -------------
NAME POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(5) OPTIONS LTIP PAYOUTS
- ------------------- ---------------- --------- --------- --------- ---------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Grundhofer, John CEO 1993 $ 587,500 $ 630,000 $ 97,089(2) $ 401,200 127,338 0
1992 525,000 551,250 71,605 719,250 54,900 0
1991 525,000 472,500 -- 0 50,000 0
Zona, Richard Vice Chairman & 1993 270,834 265,000 (3) 234,725 22,867 0
CFO 1992 250,000 240,000 (3) 189,000 22,200 0
1991 250,000 200,000 -- 0 42,200 0
Farley, William Vice Chairman 1993 262,500 220,000 1,731(3)(4) 120,225 28,206 0
1992 250,000 225,000 (3) 189,000 22,000 0
1991 250,000 185,000 -- 0 36,000 0
Heasley, Phillip Vice Chairman 1993 250,000 230,000 (3) 120,225 26,515 0
1992 225,000 215,000 (3) 189,000 22,000 0
1991 225,000 165,000 -- 0 30,000 0
Rohr, Daniel EVP 1993 237,500 220,000 (3) 120,225 24,780 0
1992 225,000 210,000 (3) 189,000 20,300 0
1991 225,000 165,000 -- 0 30,000 0
Murphy, John M. EVP 1993 237,500 185,000 (3) 120,225 16,860 0
1992 220,883 210,000 (3) 189,000 22,000 0
1991 200,000 160,000 -- 0 30,000 0

ALL OTHER
NAME COMPENSATION(6)
- ------------------- ----------------
<S> <C>
Grundhofer, John $ 363,321(7)
181,794
--
Zona, Richard 14,187(8)
11,480
--
Farley, William 12,779(9)
11,133
--
Heasley, Phillip 11,144(9)
10,188
--
Rohr, Daniel 10,597(9)
9,954
--
Murphy, John M. 12,114(9)
11,934
--
<FN>
- -------------
(1) Information for fiscal year 1991 is not required to be disclosed.
(2) Benefits received by Mr. Grundhofer include reimbursement for club
memberships in the amount of $20,000 in both 1992 and 1993 and
transportation-related expenses of $42,216 in 1993 and $33,928 in 1992.
(3) The Company's incremental cost with respect to personal benefits of the
named individuals is not reported because the cost thereof is below the
amount required to be reported pursuant to the Securities and Exchange
Commission rules.
(4) Interest earned on deferred compensation to the extent that the interest
rate exceeds 120% of the applicable federal long-term rate.
(5) Market value of restricted stock granted to the named individuals as of the
date of grant. The term of the restrictions varies from 3 to 7 years from
the beginning of the performance period, based upon the Company's return on
equity and total shareholder return relative to the Company's peer bank
holding companies. Recipients currently receive
</TABLE>

37
<PAGE>
<TABLE>
<S> <C>
dividends on, and have the right to vote, shares of the restricted stock.
The Company granted restricted stock to each of the named individuals
during 1993 relating to a performance period of 1993 through 1995. The
named individuals held shares of restricted stock as of December 31, 1993
with market values as follows: Mr. Grundhofer, 41,000 shares valued at
$1,260,750; Mr. Zona, 15,400 shares valued at $473,550; Messrs. Farley,
Heasley, Rohr and Murphy, 11,400 shares each, valued at $350,550.
(6) Information for fiscal year 1991 is not required to be disclosed.
(7) Includes (a) $305,074 which had been placed in escrow by the Company in
respect of restricted stock forfeited upon termination of Mr. Grundhofer's
employment with his former employer, the receipt of which Mr. Grundhofer
deferred to be paid over a 10-year period beginning in 2003 (with certain
exceptions); (b) $11,147, which is equal to $.90/share of the restricted
stock issued by Mr. Grundhofer's former employer that would have remained
unvested had he remained employed by that entity and the receipt of $2,026
of which Mr. Grundhofer deferred to be paid over a 10-year period beginning
in 2003 (with certain exceptions); (c) imputed income in the amount of
$12,670 arising from premiums paid by the Company with respect to life
insurance for the benefit of Mr. Grundhofer; (d) amounts pursuant to the
Company's flexible compensation program (net of amounts used to purchase
benefits), $8,728 of which was applied to Mr. Grundhofer's account in the
Company's Capital Accumulation Plan (a 401(k) plan) ("CAP") and $21,338 of
which was paid in cash; and (e) $4,364 in a matching contribution by the
Company to Mr. Grundhofer's CAP account.
(8) Includes (a) amounts paid pursuant to the Company's flexible compensation
program (net of amounts used to purchase benefits), $8,728 of which was
applied to Mr. Zona's account in the CAP and $1,095 of which was paid in
cash; and (b) $4,364 in a matching contribution by the Company to Mr.
Zona's CAP account.
(9) Includes (a) amounts paid pursuant to the Company's flexible compensation
program (net of amounts used to purchase benefits), of which the following
amounts were applied to the individual's account in the CAP: Mr. Farley,
$8,415; Mr. Heasley, $6,907; Mr. Rohr, $6,233; and Mr. Murphy, &7,750; and
(b) $4,364 in a matching contribution by the Company to the named
individuals' CAP account, with the exception of Mr. Heasley who received a
matching contribution in the amount of $4,237.
</TABLE>

STOCK OPTIONS

The following tables summarize option grants and exercises during 1993 to or
by the Chief Executive Officer or the executive officers named in the Summary
Compensation Table above, and the values of options granted during 1993 and held
by such persons at the end of 1993.

38
<PAGE>
STOCK OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER % OF TOTAL
OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES
OPTIONS IN FISCAL EXERCISE OR EXPIRATION
NAME POSITION GRANTED YEAR BASE PRICE DATE
- ----------------------------------- --------------- ------------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Grundhofer, John CEO 61,700(1) 29.500 1-19-03
61,365(3) 15.4% 30.250 1-30-00
4,273(3) 30.375 1-30-00
Zona, Richard Vice Chairman 12,300(1) 28.625 2-16-03
& CFO 5,686(3) 30.500 4-24-00
514(3) 2.8% 30.500 9-19-99
4,089(3) 30.500 2-19-01
278(3) 30.500 9-17-01
Farley, William Vice Chairman 12,300(1) 28.625 2-16-03
9,702(3) 30.375 4-24-00
4,647(3) 3.2% 30.375 2-19-01
687(3) 31.000 4-24-00
870(3) 31.000 2-19-01
Heasley, Phillip Vice Chairman 12,300(1) 28.625 2-16-03
4,527(3) 30.375 4-24-00
8,270(3) 30.375 2-19-01
285(3) 3.0% 30.375 2-19-02
329(3) 30.000 4-24-00
741(3) 30.000 2-19-01
63(3) 30.000 2-19-02
Rohr, Daniel EVP 12,300(1) 28.625 2-16-03
7,867(3) 31.000 5-20-00
4,236(3) 3.0% 31.000 2-19-01
377(3) 31.000 2-19-02
Murphy, John M. EVP 12,300(1) 28.625 2-16-03
4,194(3) 2.0% 30.375 2-19-01
366(3) 30.875 2-19-01
Total Gain for Named
Individuals............................................................................................
Total Gain for All
Stockholders (2).......................................................................................
Named Individuals'
Gain as a Percentage of
all Stockholders' Gains................................................................................

<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION TERM
---------------------------------------------------------

5%($)
------------------------- 10%($)
STOCK ------------------------------
NAME PRICE GAIN STOCK PRICE GAIN
- ----------------------------------- ------ --------------- ------------- ---------------
<S> <C> <C> <C> <C>
Grundhofer, John $48.05 $ 1,144,535 $ 76.52 $ 2,901,134
41.60 696,493 56.37 1,602,854
40.90 44,973 54.33 102,360
Zona, Richard 46.63 221,462 74.25 561,188
42.42 67,777 58.09 156,877
41.21 5,505 54.92 12,552
44.17 55,897 62.87 132,361
45.42 4,148 66.38 9,975
Farley, William 46.63 221,462 74.25 561,188
42.20 114,726 57.74 265,495
43.92 62,944 62.44 149,006
42.20 7,694 56.62 17,601
43.94 11,258 61.28 26,344
Heasley, Phillip 46.63 221,462 74.25 561,188
42.20 53,532 57.74 123,881
43.92 112,017 62.44 265,178
46.12 4,487 68.68 10,917
40.86 3,573 54.84 8,172
42.52 9,277 59.30 21,711
44.65 923 65.23 2,219
Rohr, Daniel 46.63 221,462 74.25 561,188
42.74 92,359 58.04 212,724
44.35 56,551 62.40 133,010
46.54 5,859 68.57 14,164
Murphy, John M. 46.63 221,462 74.25 561,188
43.92 56,808 62.44 134,481
43.74 4,709 60.97 11,015
Total Gain for Named
Individuals.................. $ 3,723,355 $ 9,119,971
Total Gain for All
Stockholders (2)............. $ 1,701,195,875 $ 4,120,066,666
Named Individuals'
Gain as a Percentage of
all Stockholders' Gains...... 0.22% 0.22%
<FN>
- ----------------
(1) Options become exercisable in annual increments of 1/3 of the total grant
beginning on the first anniversary date of the grant. The first anniversary
date of the grant to Mr. Grundhofer was January 20, 1994, and the first
anniversary date of the grant to the other named individuals was February
17, 1994. All such options become fully vested upon a change of control of
the Company.
(2) Gain for all stockholders is calculated from $30.75, the closing price of
the Common Stock on December 31, 1993, based on the outstanding shares of
Common Stock on that date.
(3) Optionees may tender previously acquired shares of the Company's Common
Stock in payment of the exercise price of a stock option and may tender
previously acquired shares or request the Company to withhold sufficient
shares to pay the taxes arising from the exercise. The Company will grant a
reload stock option to purchase the number of shares thus tendered and/or
withheld. The reload option will have an exercise price equal to the
closing price of the Company's Common Stock on the date of the transaction,
and will expire on the scheduled expiration date of the exercised option.
</TABLE>

39
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE

<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
ACQUIRED UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT FY-
ON VALUE OPTIONS AT FY-END END
NAME POSITION EXERCISES REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------- --------------- ----------- ----------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
Grundhofer, John CEO 94,287 $ 1,567,521 108,543/180,605 $ 1,523,595/$507,447
Vice Chairman &
Zona, Richard CFO 42,567 611,166 9,467/ 51,733 48,895/ 271,561
Farley, William Vice Chairman 39,000 585,750 7,334/ 54,872 25,669/ 250,848
Heasley, Phillip Vice Chairman 34,334 416,169 0/ 51,181 0/ 223,220
Rohr, Daniel EVP 39,267 518,189 0/ 48,313 0/ 213,502
Murphy, John M. EVP 10,000 136,250 25,034/ 41,526 218,444/ 219,040
</TABLE>

PERSONAL RETIREMENT ACCOUNT

Effective July 1, 1986, the Company adopted a career average pay defined
benefit pension plan known as the "Personal Retirement Account" ("PRA").
Essentially all full-time employees of the Company and its subsidiaries are
eligible to participate in PRA. As of December 31, 1993, 10,608 employees were
participating in PRA. Under the terms of PRA, a separate "account" is maintained
for each employee participating in the plan. Each month contributions of 3% to
6% of the participant's total compensation for that month plus 3% of the
participant's compensation in excess of $5,000 per year are made to the account
for each participant. The basic percentage varies depending upon the
participant's number of years of service. If the participant has less than ten
years of service, the percentage is 3%. If the participant has ten but less than
twenty years of service, the percentage is 4%. If the participant has twenty but
less than twenty-five years of service, the percentage is 5%. If the participant
has twenty-five or more years of service, the percentage is 6%. In addition, the
plan provides certain special additional credits for the accounts of
participants who had at least five years of service as of January 1, 1986 and
had a total age plus years of service equal to fifty or greater. At the time of
normal or early retirement, the accumulated account of the participant is
converted into one of several available forms of lifetime annuities or is
distributed in a single lump sum to the participant. In the event of the death
of the participant, the account balance is payable to survivors of the
participant. Plan benefits become 100% vested after five years of service.

The Company maintains an unfunded deferred compensation plan known as the
Defined Benefit Excess Plan to provide retirement benefits which would have been
provided under the normal formulas of the PRA but for limitations established
under the Internal Revenue Code. Such plans are recognized and authorized under
provisions of the Employee Retirement Income Security Act of 1974, as amended.

Based upon a number of assumptions, including retirement at age 65, the
following estimated annual payments would be made upon retirement pursuant to
the PRA and the Defined Benefit Excess Plan to the individuals listed below: Mr.
Grundhofer, $196,000; Mr. Zona, $150,000; Mr. Farley, $141,000; Mr. Heasley,
$256,000; Mr. Rohr, $143,000 and Mr. Murphy, $122,000.

40
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Company's Supplemental Executive Retirement Plan is available to certain
executives with not less than five years of service at the time of termination
of employment or death. The Plan generally provides retirement benefits at age
65 equal to 55% of an executive's average base salary and annual incentive
awards during his or her last three years of employment. Payments under the Plan
are reduced by other sources of retirement income, including benefits under the
PRA, the Defined Benefit Excess Plan, a portion of social security benefits and
estimated benefits provided by other employers. Lesser benefits are available in
the event of termination prior to age 65. The Supplemental Executive Retirement
Plan provides for payment of benefits in the form of a single lump sum.

Based upon a number of assumptions, including retirement at age 65, the
following estimated payments (expressed on an annual basis) would be made upon
retirement pursuant to the Plan to the individuals listed below: Mr. Grundhofer,
$435,000; Mr. Zona, $244,000; Mr. Farley, $206,000; Mr. Heasley, $234,000; Mr.
Rohr, $191,000; and Mr. Murphy, $175,000.

ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1993, the following individuals served as members of the Organization
Committee: Kenneth A. Macke (Chairperson), Coleman Bloomfield, Thomas R.
Madison, Marilyn C. Nelson and James J. Renier.

Coleman Bloomfield, a member of the Organization Committee, is an executive
officer of Minnesota Mutual Life Insurance Company, and Mr. Grundhofer is a
member of the Board of Trustees of such company.

During 1993, banking subsidiaries of the Company had loan transactions in
the ordinary course of business with the members of the Organization Committee
and one or more of their associates. Such loans did not involve more than the
normal risk of collectibility, present other unfavorable features or bear lower
interest rates than those prevailing at the time for comparable transactions
with other persons.

41
<PAGE>
PERFORMANCE GRAPHS

Set forth below are line graphs comparing the cumulative total shareholder
return on the Company's Common Stock over a five-year and four-year period,
based on the market price of the Common Stock and assuming reinvestment of
dividends, with the cumulative total return of companies on the Standard and
Poor's 500 Stock Index and the Keefe, Bruyette & Woods 50 Bank Index. The first
graph provides a five-year history of shareholder return. The Company believes
the second graph, which provides a four-year history, is useful in evaluating
the Company's performance during the tenure of the current senior management
team. Each of the executive officers named in the Summary Compensation Table
above became executive officers of the Company between September 1989 and May
1990.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
First Bank System, Inc.......... $ 85 $ 70 $135 $163 $184
S & P 500....................... 132 128 166 179 197
KBW 50 Bank Index............... 119 85 135 172 182
</TABLE>

KBW 50 Bank Index is a market-capitalization-weighted total return index
developed by Keefe, Bruyette & Woods, Inc.

42
<PAGE>
COMPARISON OF FOUR-YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
1990 1991 1992 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
First Bank System, Inc..................... $ 83 $159 $193 $217
S & P 500.................................. 97 126 136 150
KBW 50 Bank Index.......................... 72 114 145 153
</TABLE>

KBW 50 Bank Index is a market-capitalization-weighted total return index
developed by Keefe, Bruyette & Woods, Inc.

43
<PAGE>
OTHER TRANSACTIONS OF MANAGEMENT

During 1993, banking subsidiaries of the Company had loan transactions in
the ordinary course of business with some of the Company's directors, officers
and one or more of their associates. Such loans did not involve more than normal
risk of collectibility, present other unfavorable features, or bear lower
interest rates than those prevailing at the time for comparable transactions
with other persons.

In 1993, an affiliate of the Company paid 4900, Inc., a corporation 52%
owned by Mr. Petry, $135,000 for rent on premises leased by the affiliate. In
addition, N.G. Petry Construction Company has leased the use of approximately
550 square feet of office space from an affiliate of the Company at competitive
rates. Mr. Petry is a managing partner of N.G. Petry Construction Company.

In 1993, an affiliate of the Company paid $67,000 in rent under a long term
ground lease to a partnership of which Mr. Nicholson is a general partner and
the beneficial interest of which is in his immediate family. The lease, executed
in 1965, covers property used by a bank affiliated with the Company.

LOANS TO MANAGEMENT

In accordance with the Company's policies regarding loans to employees,
certain officers of the Company borrowed money from FBS Mortgage Corporation, a
mortgage banking subsidiary of the Company, to finance their homes. These loans
are evidenced by notes secured by first mortgages on their residences and either
have been, or are in the process of being, sold to investors in the secondary
real estate mortgage market.

In addition, pursuant to the Company's Stock Option Loan program, all active
employees holding stock options are eligible to receive loans from the Company
to be used for the exercise of stock options. Loans bear interest at the
applicable federal rates in effect under Section 1274(d) of the Internal Revenue
Code at the time the loan is made.

44
<PAGE>
The following tables show as to the Company's directors and executive
officers: (i) the outstanding balances of stock option loans and mortgages, if
any, as of December 31, 1993, (ii) the largest outstanding balances of such
loans at any time during 1993, and (iii) the rate of interest applicable to such
loans.

<TABLE>
<CAPTION>
MORTGAGE BALANCE MAXIMUM BALANCE MORTGAGE
AT DECEMBER 31 OF MORTGAGE INTEREST
1993 DURING 1993 RATE
------------------ ----------------- -----------
<S> <C> <C> <C>
William F. Farley................................ $ 581,250 $ 581,250 3.750%*
Roger L. Hale.................................... -0- 101,899 7.625%
Roger L. Hale.................................... 148,662 151,900 7.625%
Philip G. Heasley................................ 785,431 788,000 6.625%
Susan E. Lester.................................. -0- 185,400 8.375%
John M. Murphy................................... 131,656 135,300 7.000%
Michael J. O'Rourke.............................. 201,823 203,150 7.125%
Edward J. Phillips............................... -0- 501,000 7.250%
Robert H. Sayre.................................. -0- 191,000 7.125%
Richard A. Zona.................................. -0- 480,000 7.625%
<FN>
* Adjustable Rate Mortgage
</TABLE>

<TABLE>
<CAPTION>
STOCK OPTION LOAN STOCK OPTION
BALANCE AT DECEMBER LOAN INTEREST
31, 1993* RATE
------------------- ---------------
<S> <C> <C>
William F. Farley............................................... $ 393,359 5.47%
Philip G. Heasley............................................... 395,575 5.47%
Susan E. Lester................................................. 151,030 3.91%
John M. Murphy.................................................. 91,562 5.47%
Michael J. O'Rourke............................................. 67,539 5.47%
Daniel C. Rohr.................................................. 556,339 4.94%
Robert H. Sayre................................................. 129,563 5.47%
Richard A. Zona................................................. 595,790 5.47%
<FN>
* For each of the named individuals, the loan balance as of December 31, 1993 is
also the largest balance outstanding during 1993.
</TABLE>

45
<PAGE>
POLICY ON CONFIDENTIAL VOTING

It is the policy of the Company that commencing with the 1993 Annual Meeting
of Stockholders, (i) all proxies, ballots and voting tabulations that identify
stockholders be kept permanently confidential, except as disclosure may be
required by federal or state law or is expressly requested by a stockholder; and
(ii) the receipt and tabulation of proxy cards be by an independent third party.

1995 STOCKHOLDER PROPOSALS

In order for stockholder proposals for the 1995 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in Minneapolis prior to
November 21, 1994.

AVAILABILITY OF FORM 10-K

The Company's Annual Report on Form 10-K detailing the activities and
financial results of First Bank System, Inc. during 1993 is included as a part
of the Company's 1993 Annual Report to Stockholders. If a stockholder requests
copies of any exhibits to such Form 10-K, the Company will require the payment
of a fee covering its reasonable expenses in furnishing such exhibits. Address
any request to Investor Relations Department, First Bank System, Inc., P.O. Box
522, Minneapolis, Minnesota 55480.

By Order of the Board of Directors

Michael J. O'Rourke
SECRETARY

Dated: March 21, 1994

46
<PAGE>

FORM OF PROXY
[Front]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST BANK
SYSTEM, INC.

ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 1994

The undersigned hereby appoints Elizabeth Malkerson, Michael O'Rourke and
Richard Zona as proxies (each with power to act alone and with power of
substitution) to vote, as designated herein, all shares the undersigned is
entitled to vote at the Annual Meeting of Stockholders of First Bank System,
Inc. to be held on April 28, 1994, or at any adjournment thereof, on those
matters referred to in the Proxy Statement. The proxies are authorized in their
discretion to vote upon such other business as may properly come before the
meeting.

This Proxy cannot be voted unless it is properly signed and returned. If
properly signed and returned, this Proxy will be voted as designated by the
stockholder. If no choice is specified, this proxy will be voted FOR the
election of all nominees for director, and FOR proposals 2, 3, 4, and 5.
Shares held in the First Bank System Capital Accumulation Plan for which a
proxy is not received will be voted by the trustee in the same proportion as
votes actually cast by plan participants.

The nominees for Director are: Marilyn C. Nelson, Nicholas R. Petry, S. Walter
Richey, Richard L. Robinson and Lyle E. Schroeder.

PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.

[MAP ATTACHED]

<PAGE>

FORM OF PROXY
[Back]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3, 4 AND 5.

1. Election of Directors FOR _____ WITHHELD _____
(see reverse)

For, except withheld from the following nominees:

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

2. Approve the proposed amendments to
the Company's 1991 Stock Incentive Plan

FOR _____ AGAINST _____ ABSTAIN _____

3. Approve the Company's 1994
Stock Incentive Plan

FOR _____ AGAINST _____ ABSTAIN _____

4. Amend the Certificate of Incorporation
to increase the number of authorized
shares of Common Stock

FOR _____ AGAINST _____ ABSTAIN _____

5. Approve the selection of the firm
of Ernst & Young as independent
auditors

FOR _____ AGAINST _____ ABSTAIN _____

6. In their discretion the proxies
are authorized to vote upon such
other business as may properly
come before the meeting.

Mark the box if you will attend the 1994 Annual Meeting of Stockholders on
April 28, 1994 _____

Please sign exactly as your name appears on this Proxy. Joint owners should
each sign. Executors, administrators, trustees, etc. should so indicate when
signing and where more than one is named, a majority should sign. Please sign,
date and return this Proxy Card promptly using the enclosed envelope.

_________________________________________

_________________________________________
SIGNATURE(S) DATE

[ADMISSION TICKET ATTACHED]