FIRST BANK SYSTEM INC, 10-Q, 1997-05-14

FIRST BANK SYSTEM INC
10-Q, 1997-05-14
NATIONAL COMMERCIAL BANKS

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FORM 10-Q/MARCH 31, 1997

[LOGO] FIRST BANK SYSTEM

================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM (NOT APPLICABLE)

COMMISSION FILE NUMBER 1-6880

FIRST BANK SYSTEM, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 41-0255900
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

FIRST BANK PLACE,
601 SECOND AVENUE SOUTH,
MINNEAPOLIS, MINNESOTA 55402-4302
(Address of principal executive offices and Zip Code)

612-973-1111
(Registrant's telephone number, including area code)

(NOT APPLICABLE)
(Former name, former address and former fiscal year,
if changed since last report).
-----------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months and (2) has been subject to such filing requirements
for the past 90 days.
YES _X_ NO___

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

Class Outstanding as of April 30, 1997
Common Stock, $1.25 Par Value 133,483,136 shares

================================================================================

FINANCIAL SUMMARY
<TABLE>
<CAPTION>

<S> <C> <C>
Income before nonrecurring items .................. $ 171.8 $ 160.1

Nonrecurring items ................................ -- 16.7
---------------------------------
Net income ........................................ $ 171.8 $ 176.8
=================================
PER COMMON SHARE
Primary income before nonrecurring items .......... $ 1.27 $ 1.16
Nonrecurring items ................................ -- .12
---------------------------------
Primary net income ................................ $ 1.27 $ 1.28
=================================
Fully diluted income before nonrecurring items .... $ 1.27 $ 1.14
Nonrecurring items ................................ -- .12
---------------------------------
Fully diluted net income .......................... $ 1.27 $ 1.26
=================================
Earnings on a cash basis before nonrecurring items* $ 1.41 $ 1.26
Nonrecurring items ................................ -- .33
---------------------------------
Earnings on a cash basis (fully diluted)* ......... $ 1.41 $ 1.59
=================================
Dividends paid .................................... $ .4650 $ .4125
Common shareholders' equity ....................... 22.51 22.92
---------------------------------
RETURN ON AVERAGE ASSETS
Income before nonrecurring items .................. 2.00% 1.84%
Nonrecurring items ................................ -- .19
---------------------------------
Return on average assets .......................... 2.00% 2.03%
=================================
RETURN ON AVERAGE COMMON EQUITY
Income before nonrecurring items .................. 23.1% 21.0%
Nonrecurring items ................................ -- 2.2
---------------------------------
Return on average common equity ................... 23.1% 23.2%
=================================

Net interest margin (taxable-equivalent basis) .... 4.98% 4.86%
Efficiency ratio before nonrecurring items ........ 48.5 50.7
Efficiency ratio .................................. 48.5 56.7
=================================

March 31 December 31
1997 1996
---------------------------------
PERIOD END
Loans ............................................. $ 27,173 $ 27,128
Allowance for credit losses ....................... 512 517
Assets ............................................ 36,000 36,489
Total shareholders' equity ........................ 3,001 3,053
Tangible common equity to total assets** .......... 6.6% 6.7%
Tier 1 capital ratio .............................. 7.2 7.2
Total risk-based capital ratio .................... 12.0 12.0
Leverage ratio .................................... 6.9 6.8
============================================================================================
</TABLE>
* Calculated by adding amortization of goodwill and other intangible assets
to net income.
** Defined as common equity less goodwill as a percentage of total assets less
goodwill.

Refer to Management's Discussion and Analysis on page 2 for a description of
nonrecurring items.

TABLE OF CONTENTS AND FORM 10-Q CROSS-REFERENCE INDEX

PART I -- FINANCIAL INFORMATION
<S> <C>
Management's Discussion and Analysis of Financial Condition and Results of Operations (Item 2)............... 2

Financial Statements (Item 1)................................................................................ 15

PART II -- OTHER INFORMATION

Submission of Matters to a Vote of Security Holders (Item 4)................................................. 27

Exhibits and Reports on Form 8-K (Item 6).................................................................... 27

Signature.................................................................................................... 27

Exhibit 2 -- Agreement and Plan of Merger, dated as of March 19, 1997, and Stock Option Agreements, dated as
of March 20, 1997, by and between First Bank System, Inc. and U. S. Bancorp. Previously filed
as Exhibits 2, 99.1 and 99.2 to Form 8-K filed March 20, 1997 and incorporated herein by
reference....................................................................................... 27

Exhibit 10A -- First Bank System, Inc. Executive Incentive Plan, as amended.................................. ***

Exhibit 10B -- First Bank System, Inc. Nonqualified Supplemental Executive Retirement Plan, as amended....... ***

Exhibit 10C -- First Bank System, Inc. Executive Deferral Plan, as amended................................... ***

Exhibit 10D -- First Bank System, Inc. Independent Director Retirement and Death Benefit Plan, as amended.... ***

Exhibit 10E -- First Bank System, Inc. Deferred Compensation Plan for Directors, as amended.................. ***

Exhibit 11 -- Computation of Primary and Fully Diluted Net Income Per Common Share........................... 29

Exhibit 12 -- Computation of Ratio of Earnings to Fixed Charges.............................................. 30

Exhibit 27 -- Article 9 Financial Data Schedule.............................................................. ***

</TABLE>
*** Copies of this exhibit will be furnished upon request and payment of the
Company's reasonable expenses in furnishing the exhibit.

MANAGEMENT'S DISCUSSION AND ANALYSIS

EARNINGS SUMMARY

First Bank System, Inc. (the "Company") reported first quarter 1997 operating
earnings (net income excluding nonrecurring items) of $171.8 million compared
with $160.1 million in the first quarter of 1996. On a fully diluted per share
basis, operating earnings were $1.27 in the first quarter of 1997, compared with
$1.14 in the first quarter of 1996, an increase of 11 percent. Return on average
assets and return on average common equity, excluding nonrecurring items, were
2.00 percent and 23.1 percent, respectively, in the first quarter of 1997,
compared with returns of 1.84 percent and 21.0 percent in the first quarter of
1996. Excluding nonrecurring items, the efficiency ratio (the ratio of expenses
to revenues) improved to 48.5 percent in the first quarter of 1997 from 50.7
percent in the first quarter of 1996.

Operating earnings for the first quarter of 1997 reflected growth in net
interest and noninterest income, lower operating expenses, and effective capital
management. Net interest income on a taxable-equivalent basis was $384.8
million, an increase of $5.5 million from the first quarter of 1996. Noninterest
income, excluding nonrecurring items, increased $17.7 million (9 percent) from
the first quarter of 1996, despite the loss of revenue from the first quarter
1996 sale of the Company's mortgage banking operations. The increase was
primarily the result of growth in credit card fee revenue and trust fees.
Excluding nonrecurring items, first quarter noninterest expense decreased $1.6
million from the first quarter of 1996, reflecting both the successful
integration of recent acquisitions and the continued emphasis on cost control.

Several nonrecurring items affected operating results in the first quarter
of 1996. The impact of these items increased net income $16.7 million ($48.6
million on a pretax basis) or $.12 per share. Nonrecurring pretax gains included
$115 million, net of expenses, received for the termination of the First
Interstate Bancorp merger agreement; a $45.8 million gain on the sale of the
Company's mortgage banking operations; and, $14.6 million in net securities
gains. Nonrecurring pretax charges included: $31.3 million in merger and
integration charges associated with the acquisitions of FirsTier Financial, Inc.
("FirsTier") and the corporate trust business of BankAmerica Corporation
("BankAmerica"); $38.6 million in branch distribution resizing expenses; a $29.5
million valuation adjustment of cardholder and core deposit intangibles; $10.1
million for a one-time employee bonus; and $17.3 million to acquire software and
write off miscellaneous assets. Including these nonrecurring items, net income
was $176.8 million in the first quarter of 1996, or $1.26 per share on a fully
diluted basis.

Credit quality remained strong in the first quarter of 1997. Nonperforming
assets totaled $134.6 million at March 31, 1997, down $3.1 million (2 percent)
from December 31, 1996, and $22.5 million (14 percent) from March 31, 1996. The
ratio of the allowance for credit losses to nonperforming loans at quarter-end
was 446 percent compared with 429 percent at the end of 1996 and 461 percent at
March 31, 1996.

TABLE 1 SUMMARY OF CONSOLIDATED INCOME

<TABLE>
<CAPTION>
Three Months Ended
---------------------------
(Taxable-Equivalent Basis; March 31 March 31
Dollars In Millions, Except Per Share Data) 1997 1996
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Interest income ....................................... $ 661.0 $ 659.3
Interest expense ...................................... 276.2 280.0
---------------------------
Net interest income ................................. 384.8 379.3
Provision for credit losses ........................... 37.0 31.0
---------------------------
Net interest income after provision for credit losses 347.8 348.3
Nonrecurring income ................................... -- 175.4
Other noninterest income .............................. 225.8 208.1
Nonrecurring charges .................................. -- 126.8
Other noninterest expense ............................. 296.0 297.6
---------------------------
Income before income taxes .......................... 277.6 307.4
Taxable-equivalent adjustment ......................... 4.8 4.7
Income taxes .......................................... 101.0 125.9
---------------------------
Net income .......................................... $ 171.8 $ 176.8
===========================
Return on average assets .............................. 2.00% 2.03%
Return on average common equity ....................... 23.1 23.2
Net interest margin ................................... 4.98 4.86
Efficiency ratio ...................................... 48.5 56.7
Efficiency ratio before nonrecurring items ............ 48.5 50.7
---------------------------
Per Common Share:
Net income ............................................ $ 1.27 $ 1.28
Dividends paid ........................................ .4650 .4125
=========================================================================================

</TABLE>

Operating results reflect acquisition and divestiture activity. On January
31, 1997, the Company completed its acquisition of the bond indenture services
and paying agency business of Comerica Incorporated ("Comerica"). This business
serves approximately 860 municipal and corporate clients with 2,400 bond issues.

On February 27, 1997, the Company securitized and sold $420 million of
corporate charge card receivables. The five-year, fixed-rate securities were
sold through the First Bank Corporate Card Master Trust, a special purpose
entity.

On February 16, 1996, the Company completed its acquisition of Omaha-based
FirsTier which had $3.7 billion in assets, $2.9 billion in deposits, and 63
offices in Nebraska and Iowa. In the first quarter of 1996, the Company sold its
residential mortgage servicing and loan production business, and during the
fourth quarter of 1995 and the first quarter of 1996, the Company completed its
acquisition of the corporate trust business of BankAmerica.

On March 20, 1997, the Company and U. S. Bancorp ("USBC") announced that
they had entered into a definitive agreement for the Company to acquire USBC.
The Company will exchange .755 shares of its common stock for each share of USBC
common stock. The combined institution, which will use the U. S. Bancorp name,
will have approximately $70 billion in assets, and serve 3.9 million households
through 995 branches and 4,565 automated teller machines ("ATMs") in 17
contiguous states. The transaction, which will qualify as a tax-free
reorganization and be accounted for as a pooling-of-interests, is subject to
shareholder and regulatory approvals and is expected to close in the third
quarter of 1997.

LINE OF BUSINESS FINANCIAL REVIEW

Financial performance is measured by major lines of business, which include:
Retail Banking, Payment Systems, Business Banking and Private Financial
Services, Commercial Banking, and Corporate Trust and Institutional Financial
Services. Business line results are derived from the Company's business unit
profitability reporting system. Designations, assignments, and allocations may
change from time to time as management accounting systems are enhanced or
product lines change. During first quarter 1997 certain organization and
methodology changes were made and 1996 results are presented on a consistent
basis.

RETAIL BANKING -- Retail Banking delivers products and services to the broad
consumer market and small-business through branch offices, telemarketing, direct
mail, and ATMs. Net income was $58.7 million in the first quarter of 1997
compared with $55.7 million in the same period of 1996. First quarter return on
assets increased to 1.91 percent from 1.73 percent in the same quarter a year
ago.

TABLE 2 LINE OF BUSINESS FINANCIAL PERFORMANCE

Retail Payment Business Banking and
Banking Systems Private Financial Services
----------------------------- --------------------------- ---------------------------
For the Three Months Ended March 31 Percent Percent Percent
(Dollars in Millions) 1997 1996 Change 1997 1996 Change 1997 1996 Change
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CONDENSED INCOME STATEMENT:
Net interest income
(taxable-equivalent basis) .................. $ 192.7 $ 192.4 .2% $ 35.9 $ 38.0 (5.5)% $95.1 88.4 7.6%
Provision for credit losses .................. 4.1 6.2 (33.9) 27.0 19.2 40.6 3.3 3.0 10.0
Noninterest income ........................... 39.1 40.0 (2.3) 85.9 68.7 25.0 33.5 27.8 20.5
Noninterest expense .......................... 132.8 136.4 (2.6) 54.2 49.0 10.6 52.8 45.9 15.0
Income taxes and
taxable-equivalent adjustment 36.2 34.1 15.5 14.8 27.6 25.7
---------------- -------------- ---------------
Income before nonrecurring items ............. $ 58.7 $ 55.7 5.4 $ 25.1 $ 23.7 5.9 $ 44.9 $ 41.6 7.9
================ ============== ===============
Net nonrecurring items (after-tax) ...........
Net income .................................

AVERAGE BALANCE SHEET DATA:

Commercial loans ............................. $ 561 $ 482 16.4 $1,130 $ 935 20.9 $6,993 $6,403 9.2
Consumer loans, excluding
residential mortgage ........................ 6,671 6,254 6.7 2,776 2,500 11.0 474 442 7.2
Residential mortgage loans ................... 2,873 3,762 (23.6) -- -- -- 122 109 11.9
Assets ....................................... 12,440 12,941 (3.9) 4,685 4,324 8.3 9,896 9,293 6.5
Deposits ..................................... 16,089 16,942 (5.0) 35 44 (20.5) 3,720 3,336 11.5
Common equity ................................ 961 1,034 (7.1) 354 344 2.9 918 847 8.4
---------------- --------------- ---------------
Return on average assets ..................... 1.91% 1.73% 2.17% 2.20% 1.84% 1.80%
Return on average common equity ("ROCE") ..... 24.8 21.7 28.8 27.7 19.8 19.8
Net tangible ROCE** .......................... 46.5 38.1 46.7 44.3 37.3 32.3
Efficiency ratio ............................. 57.3 58.7 44.5 45.9 41.1 39.5
Efficiency ratio on a cash basis** ........... 54.5 56.2 42.7 43.3 38.7 38.0
==================================================================================================================================
</TABLE>
* Not meaningful
** Calculated by excluding goodwill and other intangibles and the related
amortization.
Note: The Company's mortgage banking operations, which were sold in first
quarter 1996, and nonrecurring items are included in "Other".

Net tangible return on average common equity increased to 46.5 percent compared
with 38.1 percent in the first quarter of the prior year.

Net interest and noninterest income remained relatively flat in the first
quarter of 1997 as compared to the same period in the prior year, reflecting
growth in core commercial and consumer assets offset by runoff in the
residential mortgage loan portfolio. First quarter 1997 noninterest expense
decreased 3 percent to $132.8 million from the first quarter of 1996, reflecting
the benefits of continued streamlining of branch operations, as well as the
integration of recent business combinations. The efficiency ratio on a cash
basis improved to 54.5 percent in the first quarter of 1997 compared with 56.2
percent in the first quarter of 1996.

PAYMENT SYSTEMS-- Payment Systems includes consumer and business credit cards,
corporate and purchasing card services, card-accessed secured and unsecured
lines of credit, ATM processing, and merchant processing. Net income increased 6
percent in the first quarter of 1997 to $25.1 million compared with $23.7
million in the first quarter of 1996. Return on average assets was 2.17 percent,
compared with 2.20 percent in the first quarter of 1996, and net tangible return
on average common equity was 46.7 percent compared with 44.3 percent for the
same quarter in the previous year.

Fee-based noninterest income increased 25 percent in the first quarter of
1997 compared with the same period in 1996. The increases were due to growth in
the sales volume of the Corporate Card, the Purchasing Card, and the FBS
WorldPerks(R) VISA(R) card. Net interest income decreased due to the change in
the loan mix. Average commercial loans, which are primarily noninterest earning
Corporate and Purchasing Card balances, comprised approximately 29 percent of
the portfolio during the first quarter of 1997 compared with 27 percent in first
quarter of 1996. The increase in the provision for credit losses reflects higher
net charge-offs on credit card loans. Noninterest expense increased due to
higher variable transaction costs related to increased sales volume. The
efficiency ratio on a cash basis improved to 42.7 percent in the first quarter
of 1997 from 43.3 percent in the first quarter of 1996.

BUSINESS BANKING AND PRIVATE FINANCIAL SERVICES -- Business Banking and Private
Financial Services includes middle-market banking services, private banking, and
personal trust. Net income increased 8 percent to $44.9 million compared with
the first quarter of 1996. Return on average assets was 1.84 percent compared
with 1.80 percent in the first quarter of 1996, and net tangible return on
average common equity was 37.3 percent compared with 32.3 percent in the first
quarter of the prior year.

(CONTINUED WIDE TABLE 2 FROM ABOVE)

<TABLE>
<CAPTION>
Corporate Trust and
Commercial Institutional Financial Consolidated
Banking Services Other Company
- --------------------------------- ----------------------------- ------------------ ------------------------------
Percent Percent Percent
1997 1996 Change 1997 1996 Change 1997 1996 1997 1996 Change
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

$ 50.3 $ 49.3 2.0% $ 10.8 $ 7.9 36.7% $ -- $ 3.3 $ 384.8 $ 379.3 1.5%
2.6 2.6 -- -- -- -- -- -- 37.0 31.0 19.4
15.1 17.5 (13.7) 52.2 49.6 5.2 -- 4.5 225.8 208.1 8.5
19.4 19.4 -- 36.8 35.0 5.1 -- 11.9 296.0 297.6 (.5)

16.5 17.1 10.0 8.6 -- (1.6) 105.8 98.7
---------------- -------------- --------------- -------------------
$ 26.9 $ 27.7 (2.9) $ 16.2 $ 13.9 16.5 -- (2.5) 171.8 160.1 7.3
================ ==============
-- 16.7 -- 16.7
--------------- -------------------
$ -- $ 14.2 $ 171.8 $ 176.8 (2.8)
=============== ===================

$ 5,308 $ 5,223 1.6 $ -- $ -- -- $ -- $ -- $13,992 $13,043 7.3

-- -- -- -- -- -- -- -- 9,921 9,196 7.9
-- -- -- -- -- -- -- 219 2,995 4,090 (26.8)
6,718 6,921 (2.9) 1,179 1,172 .6 -- 393 34,918 35,044 (.4)
1,526 1,504 1.5 1,212 892 35.9 -- 329 22,582 23,047 (2.0)
470 484 (2.9) 308 283 8.8 -- 40 3,011 3,032 (.7)
---------------- -------------- --------------- -------------------
1.62% 1.61% * * 2.00% 1.84%
23.2 23.0 21.3% 19.8% 23.1 21.0
24.2 24.0 40.9 39.1 38.5 33.6
29.7 29.0 58.4 60.9 48.5 50.7
29.2 28.6 50.5 53.2 45.2 47.6
=================================================================================================================
</TABLE>

Net interest income increased 8 percent, reflecting growth in average loans
balances. The 21 percent increase in noninterest income resulted primarily from
acquisitions. Noninterest expense increased in the first quarter of 1997,
compared to the same period of 1996, reflecting the impact of acquisitions. The
efficiency ratio on a cash basis was 38.7 percent, compared with 38.0 percent in
the first quarter of 1996.

COMMERCIAL BANKING -- Commercial Banking provides lending, treasury management,
and other financial services to middle-market, large corporate and mortgage
banking companies. First quarter 1997 net income was $26.9 million, compared
with $27.7 million in the first quarter of 1996. First quarter 1997 return on
average assets was 1.62 percent compared with 1.61 percent in the first quarter
of 1996. Net tangible return on average common equity was 24.2 percent in the
first quarter of 1997 compared with 24.0 percent in the first quarter of 1996.

First quarter 1997 noninterest income decreased 14 percent from the first
quarter of 1996. However, excluding a $3.1 millon gain on the sale of assets in
the first quarter of 1996, noninterest income increased 5 percent from the first
quarter of 1996. The efficiency ratio on a cash basis remained low at 29.2
percent in the first quarter of 1997 compared with 28.6 percent in the first
quarter of 1996.

CORPORATE TRUST AND INSTITUTIONAL FINANCIAL SERVICES -- Corporate Trust and
Institutional Financial Services includes institutional and corporate trust
services, investment management services, and a full-service brokerage company.
Net income increased 17 percent to $16.2 million in the first quarter of 1997
compared with the same period in the prior year. The net tangible return on
average common equity was 40.9 percent in the first quarter of 1997 compared
with 39.1 percent in the first quarter of 1996.

Net interest income increased 37 percent in the first quarter of 1997
compared with the first quarter of 1996, reflecting the acquisitions of the
corporate trust businesses of BankAmerica and Comerica Incorporated. The
efficiency ratio on a cash basis improved to 50.5 percent in the first quarter
compared with 53.2 percent in the first quarter of 1996, reflecting the
effective integration of acquisitions, process re-engineering efforts, and
revenue growth.

TABLE 3 ANALYSIS OF NET INTEREST INCOME

Three Months Ended
--------------------
March 31 March 31
(Dollars In Millions) 1997 1996
- --------------------------------------------------------------------------------
Net interest income (taxable-equivalent basis) .......... $ 384.8 $ 379.3
====================
Average balances of earning assets supported by:
Interest-bearing liabilities .......................... $24,468 $24,661
Noninterest-bearing liabilities ....................... 6,885 6,710
--------------------
Total earning assets ................................ $31,353 $31,371
====================
Average yields and weighted average rates (taxable-
equivalent basis):
Earning assets yield ................................... 8.55% 8.45%
Rate paid on interest-bearing liabilities .............. 4.58 4.57
--------------------
Gross interest margin ................................... 3.97% 3.88%
====================
Net interest margin ..................................... 4.98% 4.86%
====================
Net interest margin without taxable-equivalent increments 4.92% 4.80%
================================================================================

INCOME STATEMENT ANALYSIS

NET INTEREST INCOME Net interest income on a taxable-equivalent basis was $384.8
million in the first quarter of 1997, an increase of $5.5 million from the first
quarter of 1996. The improvement was primarily attributable to an increase in
loan fees, the corporate card securitization and a more favorable mix of earning
assets, including an increase in average loans of $579 million (2 percent) from
the first quarter of 1996. Excluding mortgage-related loan balances and the
effect of the February 1997 corporate card securitization, average loans for the
first quarter were higher by $2.0 billion (10 percent) than the first quarter of
1996. This increase reflected growth in core commercial and consumer loans, as
well as the February 1996 FirsTier acquisition. Average securities decreased
$682 million reflecting both maturities and sales.

The average cost of interest-bearing liabilities in the first quarter of
1997 was essentially unchanged from that of the first quarter of last year.
Average interest-bearing deposits and short-term borrowings decreased $1.1
billion (5 percent) compared with 1996, while average long-term debt and trust
preferred securities increased $916 million. The decline in average deposit
balances reflects consumers moving funds into alternative investment vehicles.
The change in the mix of interest-bearing liabilities was offset by an overall
decrease in market interest rates in the first quarter of 1997 from the first
quarter of 1996.

The net interest margin in the first quarter of 1997 was 4.98 percent,
compared with 4.86 percent in the first quarter of 1996, reflecting increases in
loan fees, the corporate card securitization and a favorable asset mix.

PROVISION FOR CREDIT LOSSES The provision for credit losses was $37.0 million in
the first quarter of 1997, up $6.0 million (19 percent) from the first quarter
of 1996. Net charge-offs totaled $41.3 million, up $7.8 million (23 percent)
from the same quarter a year ago and up $.7 million (2 percent) from the fourth
quarter of 1996. These increases resulted from increased loan volumes and higher
consumer net charge-offs. Refer to "Corporate Risk Management" for further
information on credit quality.

NONINTEREST INCOME First quarter 1997 noninterest income was $225.8 million, an
increase of $17.7 million before nonrecurring items, from the first quarter of
1996. The improvement resulted primarily from growth in trust fees and credit
card fee revenue and the addition of FirsTier, partially offset by the loss of
revenues from the Company's mortgage banking operations, which were sold in the
first quarter of 1996.

TABLE 4 NONINTEREST INCOME

Three Months Ended
--------------------
March 31 March 31
(Dollars In Millions) 1997 1996
- -------------------------------------------------------------------------------
Credit card fee revenue ............................ $ 77.3 $ 62.8
Trust fees ......................................... 66.0 56.2
Service charges on deposit accounts ................ 36.4 33.9
Investment products fees and commissions ........... 8.6 8.5
Trading account profits and commissions ............ 3.1 2.7
Other .............................................. 34.4 44.0
-------------------
Subtotal ......................................... 225.8 208.1

Termination fee, net ............................... -- 115.0
Gain on sale of mortgage banking operations ........ -- 45.8
Securities gains ................................... -- 14.6
-------------------
Nonrecurring gains ............................... -- 175.4
-------------------
Total noninterest income ....................... $225.8 $383.5
===============================================================================

Credit card fee revenue increased $14.5 million (23 percent) from the first
quarter of 1996 as a result of higher sales volumes for Purchasing and Corporate
cards and the First Bank WorldPerks VISA card. Trust fees were up over the first
quarter of 1996 by $9.8 million (17 percent) due to core growth in personal,
corporate and institutional trust businesses and acquisitions. Service charges
on deposit accounts increased $2.5 million (7 percent) over the first quarter of
1996, reflecting the acquisition of FirsTier. Other noninterest income decreased
$9.2 million (20 percent) from the first quarter of 1996 primarily due to the
divestiture of the Company's mortgage banking operations.

Noninterest income in first quarter 1996 included nonrecurring gains of
$175.4 million, including $115 million, net of expenses, received from the
termination of the First Interstate Bancorp merger agreement; a $45.8 million
gain on the sale of the Company's mortgage banking operations; and $14.6 million
in net securities gains.

NONINTEREST EXPENSE First quarter 1997 noninterest expense was $296.0 million, a
decrease of $1.6 million, before nonrecurring items, from the first quarter of
1996. The reduction in operating expenses was achieved as a result of effective
acquisition integration and ongoing expense control. Excluding nonrecurring
items, the Company's efficiency ratio improved to 48.5 percent for the quarter
from 50.7 percent for the same quarter a year ago.

Total salaries and benefits expense for the first quarter of 1997,
excluding nonrecurring charges, remained relatively flat at $141.4 million,
compared with $142.2 million for the first quarter of 1996. Average full-time
equivalent employees decreased 5 percent, to 12,548 in the first quarter of
1997, from 13,246 in the first quarter of 1996. Amortization of goodwill and
intangibles for the first quarter of 1997, excluding nonrecurring items,
increased $1.9 million (11 percent), over the first quarter of last year, as a
result of acquisitions. FDIC insurance expense was lower by $2.1 million in the
first quarter of 1997 as a result of a rate reduction.

Nonrecurring charges recorded in the first quarter of 1996 totaled $126.8
million, including: merger and integration charges of $31.3 million for the
acquisitions of FirsTier and the BankAmerica corporate trust business; $38.6
million in branch distribution resizing expenses; a $29.5 million valuation
adjustment to reduce the carrying value of credit card and core deposit
intangibles to their estimated fair value; $10.1 million for a one-time $750
per-employee bonus to thank employees for staying focused on customers and
shareholder value during the bid for First Interstate Bancorp; and, $17.3
million to acquire credit card and revolving credit software and write-off
miscellaneous assets.

TABLE 5 NONINTEREST EXPENSE

Three Months Ended
-------------------
March 31 March 31
(Dollars in Millions, Except Per Employee Data) 1997 1996
- ------------------------------------------------------------------------------
Salaries** .............................................. $ 114.9 $ 114.2
Employee benefits** ..................................... 26.5 28.0
------------------
Total personnel expense ............................ 141.4 142.2
Net occupancy ........................................... 25.0 25.8
Furniture and equipment ................................. 21.7 23.8
Goodwill and other intangible assets** .................. 19.8 17.9
Other personnel costs ................................... 10.0 9.7
Professional services** ................................. 10.0 8.3
Advertising and marketing ............................... 8.5 6.8
Telephone ............................................... 5.9 5.8
Third party data processing ............................. 5.7 5.4
Postage ................................................. 5.6 6.2
Printing, stationery and supplies ....................... 5.1 6.0
FDIC insurance .......................................... 1.4 3.5
Other** ................................................. 35.9 36.2
------------------
Subtotal ........................................... 296.0 297.6
Merger-related .......................................... -- 31.3
Branch distribution resizing ............................ -- 38.6
Goodwill and other intangible assets valuation adjustment -- 29.5
Special employee bonus .................................. -- 10.1
Other ................................................... -- 17.3
------------------
Nonrecurring charges ............................... -- 126.8
------------------
Total noninterest expense ..................... $ 296.0 $ 424.4
==================
Efficiency ratio* ....................................... 48.5% 56.7%
Efficiency ratio before nonrecurring items .............. 48.5 50.7
Average number of full-time equivalent employees ........ 12,548 13,246
Annualized personnel expense per employee** ............. $45,075 $42,941
==============================================================================

* Computed as noninterest expense divided by the sum of net interest income
on a taxable-equivalent basis and noninterest income net of securities
gains and losses.
** Before effect of nonrecurring items.

PROVISION FOR INCOME TAXES The provision for income taxes was $101.0 million in
the first quarter of 1997, compared with $125.9 million in the first quarter of
1996. The decrease was primarily the result of a lower level of taxable income
in the first quarter of 1997, compared to the same quarter last year, due to
several nonrecurring items occurring in the first quarter of 1996, as discussed
above.

BALANCE SHEET ANALYSIS

LOANS The Company's loan portfolio was $27.2 billion at March 31, 1997 compared
with $27.1 billion at December 31, 1996. The Company's portfolio of commercial
loans totaled $14.4 billion at March 31, 1997, up $285 million from December 31,
1996, despite $420 million of corporate charge card receivables securitized and
sold in the first quarter of 1997. The increase was primarily attributable to
growth in large corporate, middle-market business and agricultural-related
business lending. Total consumer loan outstandings were $12.8 billion at March
31, 1997, compared with $13.0 billion at December 31, 1996, reflecting lower
residential mortgage-related and credit card balances.

SECURITIES At March 31, 1997, securities were $3.4 billion compared with $3.6
billion at December 31, 1996, reflecting both maturities and sales during the
first quarter of 1997.

DEPOSITS Noninterest-bearing deposits were $7.3 billion at March 31, 1997,
compared with $7.9 billion at December 31, 1996. Interest-bearing deposits
totaled $16.2 billion at March 31, 1997, compared with $16.5 billion at December
31, 1996. The decreases in these balances generally reflect customers moving
funds into alternative investment vehicles.

BORROWINGS Short-term borrowings, which include federal funds purchased,
securities sold under agreements to repurchase and other short-term borrowings,
were $3.8 billion at March 31, 1997, down slightly from $4.1 billion at year-end
1996. The decrease was primarily due to the net maturity of $380 million of
short-term bank notes during the first quarter of 1997.

Long-term debt was $4.3 billion at March 31, 1997, up from $3.6 billion at
December 31, 1996. The Company issued $846 million of medium-term debt and bank
notes during the first quarter of 1997. The effect of these issuances was
partially offset by the first quarter 1997 maturity of approximately $90 million
of Federal Home Loan Bank Advances and $50 million of medium-term notes.

CORPORATE RISK MANAGEMENT

CREDIT MANAGEMENT The Company's strategy for credit risk management includes
stringent, centralized credit policies, and standard underwriting criteria for
specialized lending categories, such as mortgage banking, real estate
construction, and consumer credit. The strategy also emphasizes diversification
on both a geographic and customer level, regular credit examinations, and
quarterly management reviews of large loans and loans experiencing deterioration
of credit quality. The Company strives to identify potential problem loans
early, take any necessary charge-offs promptly, and maintain strong reserve
levels. In the Company's retail banking operations, a standard credit scoring
system is used to assess consumer credit risks and to price consumer products
accordingly. Commercial banking operations rely on a strong credit culture that
combines prudent credit policies and individual lender accountability. In
addition, the commercial lenders generally focus on middle-market companies
within their regions.

In evaluating its credit risk, the Company considers its loan portfolio
composition, the level of allowance coverage, and macroeconomic factors. Most
economic indicators in the Company's primary operating region, which includes
Minnesota, Colorado, Nebraska, North Dakota, Montana, South Dakota, Illinois,
Wisconsin, Iowa, Kansas, and Wyoming, compare favorably with national trends.
Approximately 80 percent of the Company's loan portfolio consists of credit to
businesses and consumers in this operating region.

ANALYSIS OF NET CHARGE-OFFS AND ALLOWANCE FOR CREDIT LOSSES Net loan charge-offs
totaled $41.3 million in the first quarter of 1997 and $33.5 million in the
first quarter of 1996. Commercial loan net recoveries for the quarter were $6.8
million compared with $3.5 million in the first quarter of 1996. Consumer loan
net charge-offs increased $11.1 million from the first quarter of 1996,
reflecting higher average nonmortgage loan balances and higher loss ratios in
several categories, including fraud and bankruptcies. Consumer loans 30 days or
more past due declined to 1.87 percent of the portfolio at March 31, 1997,
compared with 2.12 percent at December 31, 1996. The ratio of total net
charge-offs to average loans was .62 percent in the first quarter of 1997
compared with .51 percent in the first quarter of 1996.

TABLE 6 NET CHARGE-OFFS AS A PERCENTAGE OF AVERAGE LOANS OUTSTANDING

Three Months Ended
------------------
March 31 March 31
1997 1996
- ------------------------------------------------------------------------------
COMMERCIAL:
Commercial ......................................... .02% (.12)%
Real estate:
Commercial mortgage .............................. (1.12) (.12)
Construction ..................................... .73 --
---------------
Total commercial ................................. (.20) (.11)

CONSUMER:
Residential mortgage ............................... .07 .08
Credit card ........................................ 3.86 3.01
Other .............................................. 1.20 1.05
---------------
Total consumer ................................... 1.51 1.12
---------------
Total ............................................ .62% .51%
==============================================================================

TABLE 7 SUMMARY OF ALLOWANCE FOR CREDIT LOSSES

Three Months Ended
---------------------
March 31 March 31
(Dollars In Millions) 1997 1996
- -------------------------------------------------------------------------------
Balance at beginning of period ......................... $516.5 $473.5
CHARGE-OFFS:
Commercial:
Commercial ..................................... 5.3 5.7
Real estate:
Commercial mortgage ........................ .8 5.5
Construction ............................... 1.2 --
-------------------
Total commercial ........................... 7.3 11.2
Consumer:
Residential mortgage ........................... .6 1.0
Credit card .................................... 29.6 21.2
Other .......................................... 26.7 23.1
-------------------
Total consumer ............................. 56.9 45.3
-------------------
Total ...................................... 64.2 56.5
RECOVERIES:
Commercial:
Commercial ..................................... 4.8 8.3
Real estate:
Commercial mortgage ........................ 9.3 6.4
Construction ............................... -- --
-------------------
Total commercial ........................... 14.1 14.7
Consumer:
Residential mortgage ........................... .1 .2
Credit card .................................... 3.2 2.5
Other .......................................... 5.5 5.6
-------------------
Total consumer ............................. 8.8 8.3
-------------------
Total ...................................... 22.9 23.0
NET CHARGE-OFFS:
Commercial:
Commercial ..................................... .5 (2.6)
Real estate:
Commercial mortgage ........................ (8.5) (.9)
Construction ............................... 1.2 --
-------------------
Total commercial ........................... (6.8) (3.5)
Consumer:
Residential mortgage ........................... .5 .8
Credit card .................................... 26.4 18.7
Other .......................................... 21.2 17.5
-------------------
Total consumer ............................. 48.1 37.0
-------------------
Total ...................................... 41.3 33.5
Provision charged to operating expense ................. 37.0 31.0
Additions related to acquisitions and other ............ -- 59.1
-------------------
Balance at end of period ............................... $512.2 $530.1
===================
Allowance as a percentage of period-end loans .......... 1.88% 1.97%
Allowance as a percentage of nonperforming loans ....... 446 461
Allowance as a percentage of nonperforming assets ...... 381 337
===============================================================================

TABLE 8 DELINQUENT LOAN RATIOS*

March 31 December 31
90 days or more past due 1997 1996
- -----------------------------------------------------------------------------
COMMERCIAL:
Commercial ................................... .39% .50%
Real estate:
Commercial mortgage ....................... .94 1.00
Construction .............................. 1.74 1.56
-------------------
Total commercial .......................... .54 .63
CONSUMER:
Residential mortgage ......................... 1.25 1.28
Credit card .................................. .58 .61
Other ........................................ .36 .35
-------------------
Total consumer ........................... .61 .63
-------------------
Total .................................... .58% .63%
=============================================================================

* Ratios include nonperforming loans and are expressed as a percent of ending
loan balances.

ANALYSIS OF NONPERFORMING ASSETS Nonperforming assets include all nonaccrual
loans, restructured loans, other real estate and other nonperforming assets
owned by the Company. At March 31, 1997, nonperforming assets totaled $134.6
million, down $3.1 million (2 percent) from December 31, 1996 and $22.5 million
(14 percent) from March 31, 1996. The ratio of nonperforming assets to loans and
other real estate was .50 percent at March 31, 1997, down slightly from .51
percent at December 31, 1996, and .58 percent at March 31, 1996. Accruing loans
90 days or more past due totaled $41.5 million at March 31, 1997, compared with
$49.6 million at December 31, 1996. These loans are not included in
nonperforming assets and continue to accrue interest because they are secured by
collateral and/or are in the process of collection and are reasonably expected
to result in repayment or restoration to current status. Consumer loans 30 days
or more past due were 1.87 percent of the consumer loan portfolio at March 31,
1997, compared with 2.12 percent at December 31, 1996. The percentage of
consumer loans 90 days or more past due of the total consumer loan portfolio
totaled .61 percent at March 31, 1997, compared with .63 percent at December 31,
1996.

TABLE 9 NONPERFORMING ASSETS*

March 31 December 31
(Dollars In Millions) 1997 1996
- -------------------------------------------------------------------------------
COMMERCIAL:
Commercial .......................................... $ 36.2 $ 44.5
Real estate:
Commercial mortgage ............................. 28.7 30.8
Construction .................................... 11.8 10.2
-------------------
Total commercial ................................ 76.7 85.5
CONSUMER:
Residential mortgage ................................ 33.1 31.2
Other ............................................... 5.1 3.7
-------------------
Total consumer .................................. 38.2 34.9
-------------------
Total nonperforming loans ....................... 114.9 120.4
OTHER REAL ESTATE ........................................ 14.5 13.5
OTHER NONPERFORMING ASSETS ............................... 5.2 3.8
-------------------
Total nonperforming assets ...................... $134.6 $137.7
===================
Accruing loans 90 days or more past due .................. $ 41.5 $ 49.6
Nonperforming loans to total loans ....................... .42% .44%
Nonperforming assets to total loans plus other real estate .50 .51
===============================================================================

* Throughout this document, nonperforming assets and related ratios do not
include loans more than 90 days past due and still accruing.

INTEREST RATE RISK MANAGEMENT The Company's policy is to maintain a low interest
rate risk position. The Company limits the exposure of net interest income to
risks associated with interest rate movements through asset/liability management
strategies. The Company's Asset and Liability Management Committee ("ALCO") uses
three methods for measuring and managing interest rate risk: Net Interest Income
Simulation Modeling, Market Value/Duration Analysis, and Repricing Mismatch
Analysis. The Company is in compliance with Board-approved guidelines,
established by ALCO, relating to the above methods for measuring and managing
interest rate risk.

NET INTEREST INCOME SIMULATION: The Company has developed a net interest income
simulation model to measure near-term (next 12 months) risk due to changes in
interest rates. The model is particularly useful because it incorporates
substantially all the Company's assets and liabilities and off-balance sheet
instruments, together with forecasted changes in the balance sheet mix and
assumptions that reflect the current interest rate environment. The balance
sheet changes are based on forecasted prepayments of loans and securities, loan
and deposit growth, and historical pricing spreads. The model is updated monthly
with the current balance sheet structure and the current forecast of expected
balance sheet changes. ALCO uses the model to simulate the effect of immediate
and sustained parallel shifts in the yield curve of 1 percent, 2 percent and 3
percent as well as the effect of immediate and sustained flattening and
steepening of the yield curve. ALCO also calculates the sensitivity of the
simulation results to changes in the key assumptions, such as the Prime/LIBOR
spread. The results from the simulation are reviewed by ALCO monthly and are
used to guide ALCO's hedging strategies. ALCO has established guidelines,
approved by the Company's Board of Directors, that limit the estimated change in
net interest income over the succeeding 12 months to 2 percent of forecasted net
interest income, assuming static Prime/LIBOR spreads and modest changes in
deposit pricing lags, given a 1 percent change in interest rates.

MARKET VALUE/DURATION ANALYSIS: One of the limiting factors of the net interest
income simulation model is its dependence upon accurate forecasts of future
business activity and the resulting effect on balance sheet assets and
liabilities. As a result, its usefulness is greatly diminished for periods
beyond one to two years. The Company measures this longer-term component of
interest rate risk (referred to as market value or duration risk) by modeling
the effect of interest rate changes on the estimated discounted future cash
flows of the Company's assets, liabilities and off-balance sheet instruments.
The amount of market value risk is subject to limits approved by the Company's
Board of Directors.

REPRICING MISMATCH ANALYSIS: A traditional gap analysis provides a point-in-time
measurement of the relationship between the repricing amounts of the interest
rate sensitive assets and liabilities. While the analysis provides a useful
snapshot of interest rate risk, it does not capture all aspects of interest rate
risk. As a result, ALCO uses the repricing mismatch analysis primarily for
managing interest rate risk beyond one year and has established limits, approved
by the Company's Board of Directors, for gap positions in the one- to three-year
time periods.

USE OF DERIVATIVES TO MANAGE INTEREST RATE RISK: While each of the interest rate
risk measurements has limitations, taken together they represent a comprehensive
view of the magnitude of the Company's interest rate risk over various time
intervals. The Company manages its interest rate risk by entering into
off-balance sheet transactions (primarily interest rate swaps), investing in
fixed rate assets or issuing variable rate liabilities. To a lesser degree, the
Company also uses interest rate caps and floors to hedge this risk. The Company
does not enter into derivative contracts for speculative purposes.

TABLE 10 INTEREST RATE SWAP HEDGING PORTFOLIO NOTIONAL BALANCES AND YIELDS BY
MATURITY DATE

At March 31, 1997 (Dollars in Millions)
- ----------------------------------------------------------------------------
Weighted Weighted
Average Average
Receive Fixed Swaps* Notional Interest Rate Interest Rate
Maturity Date Amount Received Paid
- ----------------------------------------------------------------------------
1997 (remaining nine months) . $ 125 7.45% 5.47%
1998 ......................... 681 5.97 5.49
1999 ......................... 530 6.42 5.52
2000 ......................... 175 6.59 5.50
2001 ......................... 205 6.56 5.46
After 2001** ................. 955 6.95 5.51
------
Total ........................ $2,671 6.57% 5.50%
============================================================================

* At March 31, 1997, the Company had no hedging swaps in its portfolio that
required it to pay fixed-rate interest.
** Of the amount maturing after the year 2001, $925 million hedges fixed-rate
subordinated notes.

As of March 31, 1997, the Company received payments on $2.7 billion
notional amount of interest rate swap agreements based on fixed interest rates,
and made payments based on variable interest rates. These swaps had an average
fixed rate of 6.57 percent and an average variable rate, which is tied to
various LIBOR rates, of 5.50 percent. The remaining maturity of these agreements
ranges from four months to 10.5 years with an average remaining maturity of 4.07
years. Swaps increased net interest income for the quarters ended March 31, 1997
and 1996 by $6.4 million and $7.9 million, respectively.

The Company also purchases interest rate caps and floors to minimize the
impact of fluctuating interest rates on earnings. The total notional amount of
cap agreements purchased as of March 31, 1997, was $100 million. To hedge
against falling interest rates, the Company uses interest rate floors. The total
notional amount of floor agreements purchased as of March 31, 1997, was $1.1
billion. LIBOR-based floors totaled $800 million and Constant Maturity Treasury
floors totaled $300 million. The impact of caps and floors on net interest
income was not material for the quarters ended March 31, 1997 and 1996.

CAPITAL MANAGEMENT At March 31, 1997, total tangible common equity was $2.3
billion, or 6.6 percent of assets, compared with 6.7 percent at December 31,
1996. Tier 1 and total risk-based capital ratios were 7.2 percent and 12.0
percent at March 31, 1997, and December 31, 1996. The March 31, 1997 leverage
ratio increased to 6.9 percent from 6.8 percent at year-end 1996.

On February 21, 1996, the Board of Directors authorized the repurchase of
up to 25.4 million common shares through December 1997. The Company purchased
17.0 million shares under this authorization, including 1.9 million in the first
quarter of 1997. The Board of Directors rescinded this authorization on March
19, 1997, due to the announcement of the USBC acquisition.

ACCOUNTING CHANGES

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS Effective January 1,
1997, the Company adopted Statement of Financial Accounting Standards No.
("SFAS") 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." The Statement uses a "financial components"
approach which focuses on control to determine whether the assets have been
sold. If the entity has surrendered control over the transferred assets, the
transaction is considered a sale. Control is considered surrendered only if the
seller has no legal rights to the assets, even in bankruptcy; the buyer has the
right to pledge or exchange the assets; and the seller does not maintain
effective control over the assets through an agreement to repurchase or redeem
them. If control is retained, the transaction is then considered to be a
financing. The adoption of SFAS 125 did not have a material effect on the
Company. SFAS 125 has been amended (SFAS 127), deferring for one year its
adoption in the accounting for securities lending, repurchase agreements and
other secured financing transactions. The eventual adoption of SFAS 125 relating
to these transaction types is not expected to have a material effect on the
Company.

TABLE 11 CAPITAL RATIOS

March 31 December 31
(Dollars in Millions) 1997 1996
- ----------------------------------------------------------------------------
Tangible common equity* .......................... $2,342 $2,385
As a percent of assets ........................ 6.6% 6.7%

Tier 1 capital ................................... $2,326 $2,355
As a percent of risk-adjusted assets .......... 7.2% 7.2%

Total risk-based capital ......................... $3,898 $3,943
As a percent of risk-adjusted assets .......... 12.0% 12.0%

Leverage ratio ................................... 6.9 6.8
============================================================================

* Defined as common equity less goodwill.

EARNINGS PER SHARE SFAS 128, "Earnings per Share," supercedes APB Opinion 15
"Earnings per Share," by replacing the method currently used to compute earnings
per share with basic and diluted earnings per share. Under the new requirements,
the dilutive effect of stock options will be excluded from the calculation of
basic earnings per share. Diluted earnings per share will be calculated
similarly to the current fully diluted earnings per share. SFAS 128 is effective
for periods ending after December 15, 1997, with earlier application prohibited.
After the effective date, all prior period earnings per share data presented
shall be restated to conform to the provisions of this statement. The adoption
of SFAS 128 is not expected to have a material impact on the calculation of
earnings per share.

DERIVATIVE FINANCIAL INSTRUMENTS "Disclosure of Accounting Policies for
Derivative Financial Instruments," a final rule issued by the Securities and
Exchange Commission, is intended to clarify and expand existing disclosure
requirements for derivative financial instruments, other financial instruments
and derivative commodity instruments. Specifically, the rule requires
descriptions of accounting policies for derivatives and quantitative and
qualitative information about market risk for derivatives that is to be
presented outside of the financial statements. These disclosure requirements are
effective with the 1997 year-end financial statements.

CONSOLIDATED BALANCE SHEET

March 31 December 31
(In Millions, Except Shares) 1997 1996
- -------------------------------------------------------------------------------
(Unaudited)
ASSETS
Cash and due from banks ............................... $ 2,483 $ 2,413
Federal funds sold .................................... 54 32
Securities purchased under agreements to resell ....... 531 795
Trading account securities ............................ 105 146
Available-for-sale securities ......................... 3,373 3,555
Loans ................................................. 27,173 27,128
Less allowance for credit losses ................... 512 517
---------------------
Net loans .......................................... 26,661 26,611
Bank premises and equipment ........................... 393 404
Interest receivable ................................... 200 202
Customers' liability on acceptances ................... 188 169
Other assets .......................................... 2,012 2,162
---------------------
Total assets ................................... $36,000 $36,489
=====================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing ................................ $ 7,254 $ 7,871
Interest-bearing ................................... 16,169 16,508
---------------------
Total deposits ................................. 23,423 24,379
Federal funds purchased ............................... 1,498 1,204
Securities sold under agreements to repurchase ........ 534 819
Other short-term funds borrowed ....................... 1,762 2,074
Long-term debt ........................................ 4,257 3,553
Company-obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely the
junior subordinated debentures of FBS ................ 300 300
Acceptances outstanding ............................... 188 169
Other liabilities ..................................... 1,037 938
---------------------
Total liabilities .............................. 32,999 33,436
Shareholders' equity:
Common stock, par value $1.25 a share-authorized
200,000,000 shares; issued: 3/31/97 and 12/31/96
-- 141,747,738 shares ............................. 177 177
Capital surplus .................................... 1,162 1,154
Retained earnings .................................. 2,256 2,165
Unrealized (loss) gain on securities, net of tax ... (26) 3
Less cost of common stock in treasury:
3/31/97 -- 8,411,715 shares; 12/31/96 --
6,877,497 shares .................................. (568) (446)
---------------------
Total shareholders' equity ..................... 3,001 3,053
---------------------
Total liabilities and shareholders' equity ..... $36,000 $36,489
===============================================================================

CONSOLIDATED STATEMENT OF INCOME

Three Months Ended
----------------------
(In Millions, Except Per-Share Data) March 31 March 31
(Unaudited) 1997 1996
- -------------------------------------------------------------------------------
INTEREST INCOME
Loans ............................................ $586.2 $574.7
Securities:
Taxable ....................................... 51.4 63.8
Exempt from federal income taxes .............. 6.0 4.9
Other interest income ............................ 12.6 11.2
-------------------------
Total interest income .................. 656.2 654.6

INTEREST EXPENSE
Deposits ......................................... 158.6 167.0
Federal funds purchased and repurchase agreements 31.0 31.4
Other short-term funds borrowed .................. 23.9 32.1
Long-term debt ................................... 56.6 49.5
Company-obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely the
junior subordinated debentures of FBS ........... 6.1 --
-------------------------
Total interest expense ................. 276.2 280.0
-------------------------
Net interest income .............................. 380.0 374.6
Provision for credit losses ...................... 37.0 31.0
-------------------------
Net interest income after provision for credit
losses .......................................... 343.0 343.6

NONINTEREST INCOME
Credit card fee revenue .......................... 77.3 62.8
Trust fees ....................................... 66.0 56.2
Service charges on deposit accounts .............. 36.4 33.9
Securities gains ................................. -- 14.6
Termination fee .................................. -- 115.0
Gain on sale of mortgage banking operations ...... -- 45.8
Other ............................................ 46.1 55.2
-------------------------
Total noninterest income ............... 225.8 383.5

NONINTEREST EXPENSE
Salaries ......................................... 114.9 123.4
Employee benefits ................................ 26.5 28.9
Net occupancy .................................... 25.0 25.8
Furniture and equipment .......................... 21.7 23.8
Goodwill and other intangible assets ............. 19.8 47.4
Other personnel costs ............................ 10.0 9.7
Professional services ............................ 10.0 8.3
Merger, integration, and resizing ................ -- 69.9
Other ............................................ 68.1 87.2
-------------------------
Total noninterest expense .............. 296.0 424.4
-------------------------
Income before income taxes ....................... 272.8 302.7
Applicable income taxes .......................... 101.0 125.9
-------------------------
Net income ....................................... $171.8 $176.8
=========================
Net income applicable to common equity ........... $171.8 $175.1
=========================
EARNINGS PER COMMON SHARE
Average common and common equivalent shares ...... 135,525,339 137,020,911
Net income ....................................... $1.27 $1.28
===============================================================================

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Unrealized
Common Gains/(Losses)
(In Millions, Except Shares) Shares Preferred Common Capital Retained on Securities, Treasury
(Unaudited) Outstanding* Stock Stock Surplus Earnings Net of Tax Stock** Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1995 ..... 127,334,568 $103.2 $169.5 $ 909.3 $1,918.2 $ 22.5 $(397.8) $2,724.9
Net income .................... 176.8 176.8
Dividends declared:
Preferred ................ (1.7) (1.7)
Common ................... (59.5) (59.5)
Purchase of treasury stock .... (3,713,727) (217.0) (217.0)
Issuance of common stock:
Acquisitions ............. 16,460,215 10.7 361.7 (44.4) 384.2 712.2
Dividend reinvestment .... 53,514 3.1 3.1
Stock option and stock
purchase plans .......... 694,819 .2 4.4 (13.1) 23.2 14.7
Conversion of preferred stock . 253,306 (7.3) (7.4) 14.7 --
Change in unrealized
gains/(losses) ............... (24.0) (24.0)
-------------------------------------------------------------------------------------------------
BALANCE MARCH 31, 1996 ........ 141,082,695 $ 95.9 $180.4 $1,275.4 $1,968.9 $ (1.5) $(189.6) $3,329.5
===================================================================================================================================
BALANCE DECEMBER 31, 1996 ..... 134,870,241 $ -- $177.2 $1,153.9 $2,164.9 $ 2.5 $(445.9) $3,052.6
Net income .................... 171.8 171.8
Common dividends declared ..... (62.0) (62.0)
Purchase of treasury stock .... (1,914,700) (142.0) (142.0)
Issuance of common stock:
Dividend reinvestment .... 42,051 .5 2.8 3.3
Stock option and stock
purchase plans .......... 338,431 7.8 (19.2) 17.3 5.9
Change in unrealized
gains/(losses) ............... (28.6) (28.6)
-------------------------------------------------------------------------------------------------
BALANCE MARCH 31, 1997 ........ 133,336,023 $ -- $177.2 $1,162.2 $2,255.5 $(26.1) $(567.8) $3,001.0
===================================================================================================================================

</TABLE>
* Defined as total common shares less common stock held in treasury.

** Ending treasury shares were 8,411,715 at March 31, 1997; 6,877,497 at
December 31, 1996; 3,277,809 at March 31, 1996; and 8,297,756 at
December 31, 1995.

CONSOLIDATED STATEMENT OF CASH FLOWS

Three Months Ended
---------------------
March 31 March 31
(Unaudited, In Millions) 1997 1996
- -------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net cash provided by operating activities .... $ 537.8 $ 189.6
---------------------
INVESTING ACTIVITIES
Net cash (used) provided by:
Loans outstanding ................................... (472.3) 483.4
Securities purchased under agreements to resell ..... 264.3 (285.3)
Available-for-sale securities:
Sales ............................................... 288.5 921.4
Maturities .......................................... 172.6 432.7
Purchases ........................................... (325.8) (371.1)
Proceeds from sales of other real estate ............... 4.9 6.1
Net purchases of bank premises and equipment ........... (7.0) (16.7)
Securitization of corporate charge card balances ....... 418.1 --
Cash and cash equivalents of acquired subsidiaries ..... -- 116.5
Acquisitions, net of cash received ..................... (23.3) (31.2)
Sales of subsidiary operations ......................... -- 53.5
Other -- net ........................................... (14.6) (42.6)
---------------------
Net cash provided by investing activities .... 305.4 1,266.7
---------------------
FINANCING ACTIVITIES
Net cash (used) provided by:
Deposits ............................................ (956.1) (936.2)
Federal funds purchased and securities sold
under agreements to repurchase ..................... 9.7 (260.9)
Short-term borrowings ............................... (312.8) (86.8)
Long-term debt transactions:
Proceeds ............................................ 846.6 499.0
Principal payments .................................. (142.9) (205.7)
Proceeds from issuance of common stock ................. 9.2 17.8
Purchase of treasury stock ............................. (142.0) (217.0)
Cash dividends ......................................... (62.0) (61.2)
---------------------
Net cash used by financing activities ........ (750.3) (1,251.0)
---------------------
Change in cash and cash equivalents .......... 92.9 205.3
Cash and cash equivalents at beginning of period ....... 2,444.3 1,871.6
---------------------
Cash and cash equivalents at end of period ... $2,537.2 $2,076.9
===============================================================================

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE A BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, and cash flow activity required under generally
accepted accounting principles. In the opinion of management of the Company, all
adjustments (consisting only of normal recurring accruals) necessary for a fair
presentation of results have been made and the Company believes such
presentation is adequate to make the information presented not misleading. For
further information, refer to the consolidated financial statements and
footnotes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996. Certain amounts in prior periods have been reclassified
to conform to the current presentation.

NOTE B ACCOUNTING CHANGES

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF LIABILITIES Effective January 1, 1997, the Company adopted Statement of
Financial Accounting Standards No. ("SFAS") 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." The Statement
uses a "financial components" approach which focuses on control to determine
whether assets have been sold. If the entity has surrendered control over the
transferred assets, the transaction is considered a sale. Control is considered
surrendered only if the seller has no legal right to the assets, even in
bankruptcy; the buyer has the right to pledge or exchange the assets; and the
seller does not maintain effective control over the assets through an agreement
to repurchase or redeem them. If control is retained, the transaction is then
considered a financing. The adoption of SFAS 125 did not have a material effect
on the Company. SFAS 125 has been amended (SFAS 127), deferring for one year its
adoption in the accounting for securities lending, repurchase agreements and
other secured financing transactions. The eventual adoption of SFAS 125 relating
to these transaction types is not expected to have a material effect on the
Company.

EARNINGS PER SHARE SFAS 128, "Earnings per Share," supercedes APB Opinion 15,
"Earnings per Share," by replacing the method currently used to compute earnings
per share with basic and diluted earnings per share. Under the new requirements,
the dilutive effect of stock options will be excluded from the calculation of
basic earnings per share. Diluted earnings per share will be calculated
similarly to the current fully diluted earnings per share. SFAS 128 is effective
for periods ending after December 15, 1997, with earlier application prohibited.
After the effective date, all prior period earnings per share data presented
shall be restated to conform to the provisions of this statement. The adoption
of SFAS 128 is not expected to have a material impact on the calculation of
earnings per share.

NOTE C BUSINESS COMBINATIONS AND DIVESTITURES

U. S. BANCORP On March 20, 1997, the Company and U. S. Bancorp ("USBC")
announced that they had entered into a definitive agreement whereby the Company
will exchange .755 shares of its common stock for each share of USBC common
stock. The combined institution, which will use the U. S. Bancorp name, will
have approximately $70 billion in assets, and serve 3.9 million households
through 995 branches and 4,565 ATM's in 17 contiguous states. The transaction,
which will qualify as a tax-free reorganization and be accounted for as a
pooling-of-interests, is subject to shareholder and regulatory approvals and is
expected to close in the third quarter of 1997.

COMERICA CORPORATE TRUST BUSINESS On January 31, 1997, the Company completed its
acquisition of the bond indenture services and paying agency business of
Comerica Incorporated. This business serves approximately 860 municipal and
corporate clients with about 2,400 bond issues.

FIRSTIER FINANCIAL, INC. On February 16, 1996, the Company issued 16.5 million
shares to complete its acquisition of Omaha-based FirsTier Financial, Inc.
("FirsTier"). FirsTier had $3.7 billion in assets, $2.9 billion in deposits, and
63 offices in Nebraska and Iowa. Under terms of the purchase agreement, the
Company exchanged .8829 shares of its common stock for each common share of
FirsTier. In addition, FirsTier's outstanding stock options were converted into
stock options for the Company's common stock.

The acquisition of FirsTier was accounted for under the purchase method of
accounting, and accordingly, the purchase price of $717 million was allocated to
assets acquired and liabilities assumed based on their fair market values at the
date of acquisition. The excess of the purchase price over the fair market
values of net assets acquired was recorded as goodwill. Goodwill of $286 million
will be amortized over an average of 24 years and core deposit intangibles of
$63 million will be amortized over the estimated lives of the deposits of
approximately 10 years. The results of operations of FirsTier have been included
in the Company's Consolidated Statement of Income since the date of acquisition.

The following pro forma operating results of the Company assume that the
FirsTier acquisition had occurred at the beginning of each period presented. In
addition to combining the historical results of operations of the two companies,
the pro forma results include adjustments for the estimated effect of purchase
accounting on the Company's results.

Three Months Ended
(In Millions, Except Per-Share Amounts) March 31, 1996
- -------------------------------------------------------------------------------
Net interest income ............................ $389.3
Net income ..................................... 174.6
Net income per share ........................... 1.22
- -------------------------------------------------------------------------------

The pro forma information may not be indicative of the results that
actually would have occurred if the combination had been in effect on the dates
indicated or which may be obtained in the future.

NOTE D SECURITIES

The detail of the amortized cost and fair value of available-for-sale
securities consisted of the following:

March 31, 1997 December 31, 1996
------------------- ---------------------
Amortized Fair Amortized Fair
(In Millions) Cost Value Cost Value
- --------------------------------------------------------------------------------
U.S. Treasury ...................... $ 355 $ 342 $ 553 $ 545
Mortgage-backed .................... 2,539 2,511 2,454 2,464
Other U.S. agencies ................ 30 30 42 41
State and political ................ 459 455 466 465
Other .............................. 32 35 36 40
--------------------------------------
Total ..................... $3,415 $3,373 $3,551 $3,555
================================================================================

NOTE E LOANS

The composition of the loan portfolio was as follows:

March 31 December 31
(In Millions) 1997 1996
- -----------------------------------------------------------------------------
COMMERCIAL:
Commercial ..................................... $ 9,720 $ 9,456
Financial institutions ......................... 928 905
Real estate:
Commercial mortgage ......................... 3,062 3,090
Construction ................................ 680 654
---------------------
Total commercial ........................ 14,390 14,105
---------------------
CONSUMER:
Residential mortgage ........................... 2,906 3,019
Residential mortgage held for sale ............. 43 42
Home equity and second mortgage ................ 3,295 3,263
Credit card .................................... 2,647 2,858
Automobile ..................................... 1,985 1,991
Revolving credit ............................... 747 737
Installment .................................... 607 607
Student* ....................................... 553 506
---------------------
Total consumer .......................... 12,783 13,023
---------------------
Total loans ............................. $27,173 $27,128
=============================================================================

* All or part of the student loan portfolio may be sold when the
repayment period begins.

At March 31, 1997, the Company had $77 million in loans considered impaired
under SFAS 114 included in its nonaccrual loans. The carrying value of the
impaired loans was less than or equal to the present value of expected future
cash flows and, accordingly, no allowance for credit losses was specifically
allocated to impaired loans. For the quarter ended March 31, 1997, the average
recorded investment in impaired loans was approximately $81 million. No interest
income was recognized on these impaired loans during the quarter.

NOTE F LONG-TERM DEBT

Long-term debt (debt with original maturities of more than one year) consisted
of the following:

March 31 December 31
(In Millions) 1997 1996
- -----------------------------------------------------------------------------
Fixed-rate subordinated notes (6.00% to
8.35%) - maturities to September 2007 ............. $1,050 $1,050
Step-up subordinated notes - due
August 15, 2005 ................................... 100 100
Floating-rate subordinated notes - due
November 30, 2010 ................................. 107 107
Federal Home Loan Bank advances
(4.93% to 7.34%) - maturities to
March 2011 ....................................... 915 1,005
Medium-term notes (5.45% to 5.67%)
- maturities to January 2001 ...................... 577 406
Bank notes (5.36% to 6.38%) - maturities
to March 2001 ..................................... 1,425 800
Other ............................................... 83 85
--------------------
Total ...................................... $4,257 $3,553
=============================================================================

NOTE G COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF
SUBSIDIARY TRUST HOLDING SOLELY THE JUNIOR SUBORDINATED DEBENTURES OF
FBS

On November 26, 1996, FBS Capital I (the "Trust"), a Delaware business trust
wholly owned by the Company, completed the sale of $300 million of 8.09 percent
Preferred Securities (the "Preferred Securities"). The Trust used the net
proceeds from the offering to purchase $309 million aggregate principle amount
of 8.09 percent Junior Subordinated Deferrable Interest Debentures (the
"Debentures") of the Company. The Debentures are the sole assets of the Trust
and are eliminated, along with the related income statement effects, in the
consolidated financial statements. The Company used the proceeds from the sale
of the Debentures for general corporate purposes.

The Preferred Securities accrue and pay distributions semi-annually at an
annual rate of 8.09 percent of the stated liquidation amount of $1,000 per
Preferred Security. The Company's obligations under the Debentures and related
documents, taken together, constitute a full and unconditional guarantee by the
Company of the obligations of the Trust. The guarantee covers the semi-annual
distributions and payments on liquidation or redemption of the Preferred
Securities, but only to the extent of funds held by the Trust.

The Preferred Securities are mandatorily redeemable upon the maturity of
the Debentures, on November 15, 2026, or upon earlier redemption as provided in
the Indenture. The Company has the right to redeem the Debentures, in whole (but
not in part), on or after November 15, 2006, at a redemption price specified in
the Indenture plus any accrued but unpaid interest to the redemption date.

NOTE H SHAREHOLDERS' EQUITY

On February 21, 1996, the Board of Directors authorized the repurchase of up to
25.4 million common shares through December 1997. The Company purchased 17.0
million shares under this authorization, including 1.9 million in the first
quarter of 1997. The Board of Directors rescinded this authorization on March
19, 1997, due to the announcement of the U. S. Bancorp acquisition. Refer to
Note C for further information about the U. S. Bancorp acquisition.

NOTE I MERGER, INTEGRATION AND RESIZING CHARGES

In the first quarter of 1996, the Company recorded merger, integration and
resizing charges of $69.9 million. Merger and integration charges of $31.3
million were associated with the acquisitions of FirsTier and the BankAmerica
corporate trust business. Resizing charges of $38.6 million were associated with
the Company's streamlining of the branch distribution network and trust
operations as the Company expands its alternative distribution channels,
including telemarketing, automated teller machines and in-store branches.

NOTE J INCOME TAXES

The components of income tax expense were:

Three Months Ended
---------------------
March 31 March 31
(In Millions) 1997 1996
- -----------------------------------------------------------------------------
FEDERAL:
Current tax ......................................... $ 80.1 $115.9
Deferred tax provision .............................. 10.3 1.8
-------------------
Federal income tax .............................. 90.4 117.7
STATE:
Current tax ......................................... 8.9 8.4
Deferred tax provision (credit) ..................... 1.7 (.2)
-------------------
State income tax ................................ 10.6 8.2
-------------------
Total income tax provision ...................... $101.0 $125.9
=============================================================================

The reconciliation between income tax expense and the amount computed by
applying the statutory federal income tax rate was as follows:

Three Months Ended
----------------------
March 31 March 31
(In Millions) 1997 1996
- -----------------------------------------------------------------------------
Tax at statutory rate (35%) ......................... $ 95.5 $105.9
State income tax, at statutory rates,
net of federal tax benefit ......................... 6.9 5.3
Tax effect of:
Tax-exempt interest:
Loans ...................................... (1.0) (1.2)
Securities ................................. (2.1) (1.7)
Amortization of goodwill ........................ 4.6 16.5
Other items ..................................... (2.9) 1.1
--------------------
Applicable income taxes ............................. $101.0 $125.9
=============================================================================

The Company's net deferred tax asset was $221.7 million at March 31, 1997, and
$216.2 million at December 31, 1996.

NOTE K COMMITMENTS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET FINANCIAL
INSTRUMENTS

In the normal course of business, the Company uses various off-balance sheet
financial instruments to meet the financing needs of its customers and to manage
its interest rate risk. These instruments carry varying degrees of credit,
interest rate or liquidity risk. The contract or notional amounts of these
financial instruments were as follows:

March 31 December 31
(In Millions) 1997 1996
- ------------------------------------------------------------------------------
Commitments to extend credit:
Commercial ...................................... $ 8,899 $ 8,944
Corporate and purchasing cards .................. 14,927 13,820
Consumer credit card ............................ 10,443 10,245
Other consumer .................................. 3,116 3,066
Letters of credit:
Standby ......................................... 1,510 1,447
Commercial ...................................... 264 182
Interest rate swap contracts:
Hedges .......................................... 2,671 2,656
Intermediated ................................... 194 174
Options contracts:
Hedge interest rate floors purchased ............ 1,100 1,250
Hedge interest rate caps purchased .............. 100 100
Intermediated interest rate and foreign
exchange caps and floors purchased ............ 116 122
Intermediated interest rate and foreign
exchange caps and floors written .............. 116 122
Liquidity support guarantees ........................ 81 81
Forward contracts ................................... 29 22
Commitments to sell loans ........................... 4 3
Mortgages sold with recourse ........................ 110 114
Foreign currency commitments:
Commitments to purchase ......................... 845 870
Commitments to sell ............................. 844 867
==============================================================================

Activity for the three months ended March 31, 1997, with respect to
interest rate swaps which the Company uses to hedge subordinated debt, bank
notes, certificates of deposit, deposit accounts, and savings certificates was
as follows:

(In Millions)
- ------------------------------------------------------------------------------
Notional amount outstanding at December 31, 1996 .................. $2,656
Additions ......................................................... 165
Maturities ........................................................ (150)
------
Notional amount outstanding at March 31, 1997 ................ $2,671
==============================================================================
Weighted average interest rates paid .............................. 5.50%
Weighted average interest rates received .......................... 6.57%
==============================================================================

The Company received fixed rate interest and paid floating rate interest on
all swap hedges as of March 31, 1997. Net unamortized deferred gains, which
amortize through the year 2000, were $5.7 million at March 31, 1997.

LIBOR-based interest rate floors totaling $800 million with an average
remaining maturity of 11 months at March 31, 1997, and $950 million with an
average remaining maturity of 12 months at December 31, 1996, hedged floating
rate commercial loans. The strike rate on these LIBOR-based floors ranged from
3.25 percent to 4.00 percent at March 31, 1997, and December 31, 1996. Constant
Maturity Treasury (CMT) interest rate floors totaling $300 million with an
average remaining maturity of 16 months at March 31, 1997, and 18 months at
December 31, 1996, hedged the pre-payment risk of fixed rate residential
mortgage loans. The strike rate on these CMT floors ranged from 5.60 percent to
5.70 percent at March 31, 1997, and December 31, 1996. The total notional amount
of interest rate cap agreements purchased was $100 million with a 3-month LIBOR
strike rate of 6.00 percent at March 31, 1997, and December 31, 1996.

NOTE L SUPPLEMENTAL DISCLOSURES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET -- Time certificates of deposit in denominations of
$100,000 or more totaled $853 million and $866 million at March 31, 1997, and
December 31, 1996, respectively.

CONSOLIDATED STATEMENT OF CASH FLOWS -- Listed below are supplemental
disclosures to the Consolidated Statement of Cash Flows.

Three Months Ended
----------------------
March 31 March 31
(In Millions) 1997 1996
- ------------------------------------------------------------------------------
Income taxes paid ................................. $ 7.9 $ 43.5
Interest paid ..................................... 296.2 270.2
Net noncash transfers to foreclosed
property ......................................... 4.3 9.7
Change in unrealized gain (loss) on
available-for-sale securities, net
of taxes of $17.5 in 1997 and $14.7
in 1996 .......................................... (28.6) (24.0)
======================
Cash acquisitions of businesses:
Fair value of noncash assets acquired ......... $ 23.3 $ 31.2
Liabilities assumed ........................... -- --
----------------------
Net ....................................... $ 23.3 $ 31.2
======================
Stock acquisitions of businesses:
Fair value of noncash assets acquired ......... $ -- $3,627.9
Net cash acquired ............................. -- 116.5
Liabilities assumed ........................... -- (3,032.2)
----------------------
Net value of common stock issued .......... $ -- $ 712.2
==============================================================================

CONSOLIDATED DAILY AVERAGE BALANCE SHEET AND RELATED YIELDS AND RATES

<TABLE>
<CAPTION>
For the Three Months Ended March 31
1997 1996
- -------------------------------------------------------------------------- ---------------------------- ------------------------
Yields Yields %Change
(Dollars in Millions) and and Average
(Unaudited) Balance Interest Rates Balance Interest Rates Balance
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Securities:
U.S. Treasury ...................... $ 441 $ 6.4 5.89% $ 896 $14.0 6.28% (50.8)%
Mortgage-backed .................... 2,502 43.6 7.07 2,514 43.3 6.93 (.5)
State and political ................ 460 9.6 8.46 344 7.9 9.24 33.7
U.S. agencies and other ............ 65 1.0 6.24 396 6.1 6.20 (83.6)
------------------- --------------------
Total securities ................ 3,468 60.6 7.09 4,150 71.3 6.91 (16.4)
Unrealized (loss) gain on
available-for-sale securities ....... (11) 33 **
------- -------
Net securities ................ 3,457 4,183 (17.4)
Trading account securities ........... 91 1.3 5.79 108 1.3 4.84 (15.7)
Federal funds sold and resale
agreements .......................... 534 7.1 5.39 490 6.4 5.25 9.0
Loans:
Commercial:
Commercial ....................... 9,444 186.2 8.00 8,667 174.0 8.07 9.0
Financial institutions ........... 803 8.9 4.49 1,029 11.7 4.57 (22.0)
Real estate:
Commercial mortgage .............. 3,075 67.1 8.85 2,904 66.2 9.17 5.9
Construction ..................... 670 14.4 8.72 443 10.4 9.44 51.2
------------------- --------------------
Total commercial ................. 13,992 276.6 8.02 13,043 262.3 8.09 7.3
Consumer:
Residential mortgage ............. 2,963 58.2 7.97 3,870 74.1 7.70 (23.4)
Residential mortgage held for sale 32 .6 7.60 220 4.0 7.31 (85.5)
Home equity and second mortgage .. 3,270 77.1 9.56 2,879 68.8 9.61 13.6
Credit card ...................... 2,776 77.3 11.29 2,500 73.3 11.79 11.0
Other ............................ 3,875 98.0 10.26 3,817 94.3 9.94 1.5
------------------- --------------------
Total consumer ................ 12,916 311.2 9.77 13,286 314.5 9.52 (2.8)
------------------- --------------------
Total loans ................... 26,908 587.8 8.86 26,329 576.8 8.81 2.2
Allowance for credit losses ........ 517 501 3.2
------- -------
Net loans ........................ 26,391 25,828 2.2
Other earning assets ............... 352 4.2 4.84 294 3.5 4.79 19.7
-------------------- --------------------
Total earning assets* ......... 31,353 661.0 8.55 31,371 659.3 8.45 (.1)
Cash and due from banks ............ 1,760 1,725 2.0
Other assets ....................... 2,333 2,416 (3.4)
------- -------
Total assets .................. $34,918 $35,044 (.4)%
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits ....... $ 6,306 $ 6,148 2.6%
Interest-bearing deposits:
Interest checking ................ 2,868 9.3 1.32 3,000 10.2 1.37 (4.4)
Money market accounts ............ 4,414 39.9 3.67 4,078 36.3 3.58 8.2
Other savings accounts ........... 1,555 8.1 2.11 1,648 8.9 2.17 (5.6)
Savings certificates ............. 6,628 89.3 5.46 7,272 97.6 5.40 (8.9)
Certificates over $100,000 ....... 811 12.0 6.00 901 14.0 6.25 (10.0)
------------------- --------------------
Total interest-bearing deposits 16,276 158.6 3.95 16,899 167.0 3.97 (3.7)
Short-term borrowings ................ 4,012 54.9 5.55 4,498 63.5 5.68 (10.8)
Long-term debt ....................... 3,880 56.6 5.92 3,264 49.5 6.10 18.9
Company-obligated mandatorily
redeemable preferred securities of
subsidiary trust holding solely the
junior subordinated debentures of FBS 300 6.1 8.09 -- -- -- **
------------------- --------------------
Total interest-bearing
liabilities ................. 24,468 276.2 4.58 24,661 280.0 4.57 (.8)
Other liabilities .................... 1,133 1,102 2.8
Preferred equity ..................... -- 101 **
Common equity ........................ 3,018 3,012 .2
Unrealized (loss) gain on
available-for-sale securities, net
of tax .............................. (7) 20 **
------- -------
Total liabilities and
shareholders' equity ........ $34,918 $35,044 (.4)%
======= ======= =====
Net interest income .................. $384.8 $379.3
====== ======
Gross interest margin ................ 3.97% 3.88%
===== =====
Gross interest margin without
taxable-equivalent increments ....... 3.91% 3.82%
===== =====
Net interest margin .................. 4.98% 4.86%
===== =====
Net interest margin without
taxable-equivalent increments ....... 4.92% 4.80%
==================================================================================================================

Interest and rates are presented on a fully taxable-equivalent basis under a tax
rate of 35 percent.

Interest income and rates on loans include loan fees. Nonaccrual loans are
included in average loan balances.

* Before deducting the allowance for credit losses and excluding the
unrealized gain (loss) on available-for-sale securities.
** Not meaningful

</TABLE>

PART II -- OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -- The 68th Annual
Meeting of Shareholders of First Bank System, Inc. was held on Thursday, April
24, 1997, at the Minneapolis Convention Center. John F. Grundhofer, Chairman,
President and Chief Executive Officer, presided.

The holders of 118,099,501 shares of common stock, 88.5 percent of the
133,422,201 outstanding shares entitled to vote as of the record date, were
represented at the meeting in person or by proxy. The candidates for election as
Class II Directors listed in the proxy statement were elected to serve
three-year terms expiring at the 2000 annual shareholders' meeting. The proposal
to ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the year ending December 31, 1997, was approved. The proposal to
amend the Company's Executive Incentive Plan to change the maximum payment a
participant may receive thereunder was approved. The tabulation for each nominee
for office and each proposal is listed in the table below.

SUMMARY OF MATTERS VOTED UPON BY SHAREHOLDERS

<TABLE>
<CAPTION>
Number of Shares
----------------------------------------------------------
For Withheld
----------- ---------
<S> <C> <C> <C> <C>
Election of Class II Directors:
Peter H. Coors 117,010,391 1,089,110
Norman M. Jones 117,042,948 1,056,553
S. Walter Richey 117,043,373 1,056,128
Richard L. Robinson 117,033,084 1,066,417
Walter Scott, Jr. 116,901,276 1,198,225

For Against Abstain Non-Vote
----------- ---------- --------- --------
Other Matters:
Ratification of appointment of
Ernst & Young LLP as independent
auditors 117,255,887 249,538 594,076 0
Amendment to Executive Incentive Plan 110,717,502 5,853,958 1,528,041 0

</TABLE>

For a copy of the meeting minutes, please write to the Office of the Secretary,
First Bank System, P.O. Box 522, Minneapolis, Minnesota 55480.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

2 Agreement and Plan of Merger, dated as of March 19, 1997, and
Stock Option Agreements, dated as of March 20, 1997, by and
between First Bank System, Inc. and U. S. Bancorp. Previously
filed as Exhibits 2, 99.1 and 99.2 to Form 8-K filed March 20,
1997 and incorporated herein by reference

10A First Bank System, Inc. Executive Incentive Plan, as amended*

10B First Bank System, Inc. Nonqualified Supplemental Executive
Retirement Plan, as amended*

10C First Bank System, Inc. Executive Deferral Plan, as amended*

10D First Bank System, Inc. Independent Director Retirement and
Death Benefit Plan, as amended*

10E First Bank System, Inc. Deferred Compensation Plan for
Directors, as amended*

11 Computation of Primary and Fully Diluted Net Income Per Common
Share

12 Computation of Ratio of Earnings to Fixed Charges

27 Article 9 Financial Data Schedule*

* Copies of this exhibit will be furnished upon request and payment of the
Company's reasonable expenses in furnishing the exhibit.

(b) REPORTS ON FORM 8-K

During the three months ended March 31, 1997, the Company filed the following
Current Reports on Form 8-K.

Form 8-K filed March 20, 1997, relating to the announcement of the
Company's agreement to acquire U. S. Bancorp, and the analyst
presentation made in connection with the announcement.

Form 8-K filed March 20, 1997, which includes the merger and stock
option agreements between the Company and U. S. Bancorp.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

FIRST BANK SYSTEM, INC.

By: /s/ David J. Parrin
David J. Parrin
Senior Vice President and
Controller (Chief Accounting
Officer and Duly Authorized Officer)

DATE: May 14, 1997

[LOGO] FIRST BANK SYSTEM ---------------
First Class
P.O. Box 522 U.S. Postage
Minneapolis, Minnesota PAID
55480 Permit No. 2440
Minneapolis, MN
http://www.fbs.com ---------------

SHAREHOLDER INQUIRIES

COMMON STOCK TRANSFER AGENT AND REGISTRAR
First Chicago Trust Company of New York acts as transfer agent and registrar,
dividend paying agent, and dividend reinvestment plan agent for First Bank
System ("FBS") and maintains all shareholder records for the corporation. For
information about First Bank System stock, or if you have questions regarding
your stock certificates (including transfers), address or name changes, lost
dividend checks, lost stock certificates, or Form 1099s, please call First
Chicago's Shareholder Services Center at (800) 446-2617, weekdays, 8:00 a.m. to
10:00 p.m. EST, and Saturdays, 8:00 a.m. to 3:30 p.m. EST. The TDD telephone
number for the hearing impaired is (201) 222-4955.

First Chicago Trust Company of New York, P.O. Box 2500, Jersey City, New Jersey
07303-2500.

Telephone: (201) 324-0498
Fax: (201) 222-4892
Internet address: http://www.fctc.com
E-mail address: [email protected]

COMMON STOCK LISTING AND TRADING
First Bank System Common Stock is listed and traded on the New York Stock
Exchange under the ticker symbol FBS and also may be found under FtBkSy.

DIVIDENDS
First Bank System currently pays quarterly dividends on its Common Stock on or
about the 15th of March, June, September and December, subject to prior Board
approval. Shareholders may choose to have dividends electronically deposited
directly into their bank accounts. For enrollment information, please call First
Chicago at (800) 446-2617.

DIVIDEND REINVESTMENT PLAN
First Bank System shareholders can take advantage of a plan that provides
automatic reinvestment of dividends and/or optional cash purchases of additional
shares of FBS Common Stock up to $5,000 per calendar quarter. If you would like
more information, please contact First Chicago Trust Company of New York, P.O.
Box 2598, Jersey City, New Jersey 07303-2598, (800) 446-2617.

INVESTMENT COMMUNITY CONTACTS
John R. Danielson
Senior Vice President, Investor and Corporate Relations
(612) 973-2261

General Information, Investor and Corporate Relations
(612) 973-2263
First Bank System, Inc.
P.O. Box 522
Minneapolis, MN 55480

FINANCIAL INFORMATION
FBS news and financial results are available by fax, mail and the internet.

FAX. To access our fax-on-demand service, call (800) 758-5804. When asked, enter
FBS's extension number, "312402." Enter "1" for the most current news release or
"2" for a menu of recent releases. Enter your fax and telephone numbers as
directed. The information will be faxed to you promptly.

MAIL. On your request we will mail to you our quarterly earnings news releases.
To be added to FBS's mailing list, please contact Investor and Corporate
Relations, First Bank System, First Bank Place, 601 Second Avenue South,
Minneapolis, Minnesota 55402-4302, (612) 973-2434.

INTERNET. For information about FBS, including news and financial results,
product information, and service locations, access FBS's home page on the World
Wide Web. The address is http://www.fbs.com.

FIRST BANK SYSTEM, INC.

EXECUTIVE INCENTIVE PLAN

(including amendments effective February 19, 1997)

1. ESTABLISHMENT. On February 15, 1995, the Board of Directors of FIRST BANK
SYSTEM, INC., upon recommendation by the Compensation and Human Resources
Committee of the Board of Directors, approved an executive incentive plan for
executives as described herein, which plan shall be known as the "FIRST BANK
SYSTEM, INC. EXECUTIVE INCENTIVE PLAN." This Plan shall be submitted for
approval by the stockholders of First Bank System, Inc. at the 1995 Annual
Meeting of Stockholders. This Plan shall be effective as of January 1, 1995,
subject to its approval by the stockholders, and no benefits shall be issued
pursuant thereto until after this Plan has been approved by the stockholders.

2. PURPOSE. The purpose of this Plan is to advance the interests of First Bank
System, Inc. and its stockholders by attracting and retaining key employees, and
by stimulating the efforts of such employees to contribute to the continued
success and growth of the business of the Company.

3. DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:

3.1. BASE SALARY - a Participant's annualized base salary, as
determined by the Committee, as of the last day of a Performance
Period.

3.2. CODE - the Internal Revenue Code of 1986, as it may be amended
from time to time, and any proposed, temporary or final Treasury
Regulations promulgated thereunder.

3.3. COMMITTEE - the Compensation and Human Resources Committee of the
Board of Directors of the Company designated by such Board to
administer the Plan which shall consist of members appointed from time
to time by the Board of Directors. Each member of the Committee shall
be an "outside director" within the meaning of Section 162(m) of the
Code.

3.4. COMPANY - First Bank System, Inc. a Delaware corporation, and any
of its subsidiaries or affiliates, whether now or hereafter
established.

3.5. MAXIMUM AWARD - a dollar amount equal to thirty five
one-hundredths of one percent (0.35%) of the Company's Operating
Earnings for the Performance Period.

3.6. OPERATING EARNINGS - the Company's net income computed in
accordance with generally accepted accounting principles as reported in
the Company's consolidated financial statements for the applicable
Performance Period, adjusted to eliminate (1) the cumulative effect of
changes in generally accepted accounting principles; (2) gains and
losses from discontinued operations; (3) extraordinary gains or losses;
and (4) any other unusual or nonrecurring gains or losses which are
separately identified and quantified in the Company's financial
statements, including merger related charges.

3.7. PARTICIPANT - any executive officer of the Company who is also an
"officer" within the meaning of Section 16(a) of the Securities
Exchange Act of 1934 and who is designated by the Committee, as
provided for herein, to participate with respect to a Performance
Period as a Participant in this Plan. Directors of the Company who are
not also employees of the Company are not eligible to participate in
the Plan.

3.8. PERFORMANCE THRESHOLD - the preestablished, objective performance
goals selected by the Committee with respect to each Performance Period
and which shall be based solely on ROA.

3.9. PERFORMANCE PERIOD - each consecutive twelve-month period
commencing on January 1 of each year during the term of this Plan and
coinciding with the Company's fiscal year.

3.10. PLAN - this FIRST BANK SYSTEM, INC. EXECUTIVE INCENTIVE PLAN.

3.11. RETURN ON ASSETS OR ROA - a percentage computed as the Company's
Operating Earnings for its fiscal year divided by the Company's
consolidated total average assets for such fiscal year. The Company's
Return on Assets shall be computed in accordance with generally
accepted accounting principles, as in effect from time to time, as
reported in the Company's consolidated financial statements for the
applicable Performance Period, adjusted in the same fashion that
Operating Earnings are to be adjusted as provided in Section 3.6
hereof.

3.12. TARGET AWARD - a percentage, which may be greater or less than
100%, as determined by the Committee with respect to each Performance
Period.

4. ADMINISTRATION.

4.1. POWER AND AUTHORITY OF COMMITTEE. The Plan shall be administered
by the Committee. The Committee shall have full power and authority, subject to
all the applicable provisions of the Plan and applicable law, to (a) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
deems necessary or advisable for the proper administration of the Plan, (b)
construe, interpret and administer the Plan and any instrument or agreement
relating to the Plan, and (c) make all other determinations and take all other
actions necessary or advisable for the administration of the Plan. Unless
otherwise expressly provided in the Plan, each determination made and each
action taken by the Committee pursuant to the Plan or any instrument or
agreement relating to the Plan (x) shall be within the sole discretion of the
Committee, (y) may be made at any time and (z) shall be final, binding and
conclusive for all purposes on all persons, including, but not limited to,
Participants and their legal representatives and beneficiaries, and employees of
the Company.

4.2. DETERMINATIONS MADE PRIOR TO EACH PERFORMANCE PERIOD. At any time
ending on or before the 90th day of each Performance Period, the Committee
shall:

(a) designate all Participants and their Target Awards for such
Performance Period; and

(b) establish one or more Performance Thresholds (including a
minimum level of achievement), based solely on ROA.

4.3. CERTIFICATION. Following the close of each Performance Period and
prior to payment of any amount to any Participant under the Plan, the Committee
must certify in writing the Company's Operating Earnings and ROA for that
Performance Period and certify as to the attainment of all other factors upon
which any payments to a Participant for that Performance Period are to be based.

4.4. STOCKHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by stockholders of the Company in accordance with
Section 162(m) of the Code. No amount shall be paid to any Participant under
this Plan unless such stockholder approval has been obtained.

5. INCENTIVE PAYMENT.

5.1. FORMULA. Each Participant shall receive a bonus payment for each
Performance Period in an amount not greater than:

(a) the Participant's Base Pay for the Performance Period,
multiplied by

(b) the Participant's Target Award for the Performance Period;

provided, however, that in the event that the Company's ROA for a Performance
Period is equal to or in excess of a designated Performance Threshold for that
Performance Period, then each Participant shall be entitled to a bonus payment
for that Performance Period which is not greater than the Maximum Award for that
Performance Period.

5.2. LIMITATIONS.

(a) MINIMUM ROA ACHIEVEMENT. In no event shall any Participant
receive any payment hereunder unless the Company's ROA for a
Performance Period is at least equal to a minimum percentage
as determined by the Committee for that Performance Period.

(b) DISCRETIONARY REDUCTION. The Committee shall retain sole and
full discretion to reduce by any amount the incentive payment
otherwise payable to any Participant under this Plan.

(c) CONTINUED EMPLOYMENT. Except as otherwise provided by the
Committee, no incentive payment under this Plan with respect
to a Performance Period shall be paid or owed to a Participant
whose employment terminates prior to the last day of such
Performance Period.

(d) MAXIMUM PAYMENTS. No Participant shall receive a payment under
this Plan for any Performance Period in excess of the Maximum
Award for that Performance Period.

6. BENEFIT PAYMENTS.

6.1. TIME AND FORM OF PAYMENTS. Subject to any deferred compensation
election pursuant to any such plans of the Company applicable hereto, benefits
shall be paid to the Participant in a single lump sum cash payment as soon as
administratively feasible upon the completion of a Performance Period, after the
Committee has certified that the Company Performance Threshold has been
attained, determined the Maximum Award for that Performance Period and made the
other certifications provided for in Section 4.3 hereof.

6.2. NONTRANSFERABILITY. Participants and beneficiaries shall not have
the right to assign, encumber or otherwise anticipate the payments to be made
under this Plan, and the benefits provided hereunder shall not be subject to
seizure for payment of any debts or judgments against any Participant or any
beneficiary.

6.3. TAX WITHHOLDING. In order to comply with all applicable federal or
state income, social security, payroll, withholding or other tax laws or
regulations, the Committee may establish such policy or policies as it deems
appropriate with respect to such laws and regulations, including without
limitation, the establishment of policies to ensure that all applicable federal
or state income, social security, payroll, withholding or other taxes, which are
the sole and absolute responsibility of the Participant, are withheld or
collected from such Participant.

7. AMENDMENT AND TERMINATION; ADJUSTMENTS. Except to the extent prohibited by
applicable law and unless otherwise expressly provided in the Plan:

(a) AMENDMENTS TO THE PLAN. The Committee may amend this Plan
prospectively at any time and for any reason deemed sufficient
by it without notice to any person affected by this Plan and
may likewise terminate or curtail the benefits of this Plan
both with regard to persons expecting to receive benefits
hereunder in the future and persons already receiving benefits
at the time of such action.

(b) CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The
Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan in the manner and to
the extent it shall deem desirable to carry the Plan into
effect.

8. MISCELLANEOUS.

8.1. EFFECTIVE DATE. This Plan shall be deemed effective, subject to
stockholder approval, as of January 1, 1995.

8.2. HEADINGS. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

8.3. APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and
inure to the benefit of the Company and each Participant, the successors and
assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and effect
as an obligation of the Company or its successors in interest.

8.4. EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of
this Plan shall not give any Participant any right to be retained in the
employment of the Company. In the absence of any specific agreement to the
contrary, this Plan shall not affect any right of the Company, or of any
affiliate of the Company, to terminate, with or without cause, any Participant's
employment at any time. This Plan shall not replace any contract of employment,
whether oral or written, between the Company and any Participant, but shall be
considered a supplement thereto. This Plan is in addition to, and not in lieu
of, any other employee benefit plan or program in which any Participant may be
or become eligible to participate by reason of employment with the Company. No
compensation or benefit awarded to or realized by any Participant under the Plan
shall be included for the purpose of computing such Participant's compensation
under any compensation-based retirement, disability, or similar plan of the
Company unless required by law or otherwise provided by such other plan.

8.5. NO TRUST OR FUND CREATED. This Plan shall not create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any affiliate and a Participant or any other
person. To the extent that any person acquires a right to receive payments from
the Company or any affiliate pursuant to this Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company or of
any affiliate.

8.6. GOVERNING LAW. The validity, construction and effect of the Plan
or any incentive payment payable under the Plan shall be determined in
accordance with the laws of the State of Minnesota.

8.7. SEVERABILITY. If any provision of the Plan is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction, such
provision shall be construed or deemed amended to conform to applicable laws, or
if it cannot be so construed or deemed amended without, in the determination of
the Committee, materially altering the purpose or intent of the Plan, such
provision shall be stricken as to such jurisdiction, and the remainder of the
Plan shall remain in full force and effect.

8.8. QUALIFIED PERFORMANCE-BASED COMPENSATION. All of the terms and
conditions of the Plan shall be interpreted in such a fashion as to qualify all
compensation paid hereunder as "qualified performance-based compensation" within
the meaning of Section 162(m) of the Code.

COMPOSITE COPY

FIRST BANK SYSTEM, INC.
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

Effective January 1, 1992

And

As Amended By

The FIRST AMENDMENT Adopted October 21, 1991
But Effective January 1, 1992

The SECOND AMENDMENT Adopted January 20, 1993
But Effective January 1, 1992

The THIRD AMENDMENT Adopted January 18, 1995
But Effective January 1, 1992 and January 1, 1995

The FOURTH AMENDMENT Adopted July 17, 1996
And Effective July 17, 1996

NOTE: Material added or modified by the First, Second, Third and Fourth
Amendments is shown in italics. Appendix B was added by the Fourth
Amendment effective July 17, 1996 but is not shown in italics. Modified
section numbers are not generally shown in italics.

FIRST BANK SYSTEM, INC.
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

Effective January 1, 1992

TABLE OF CONTENTS

PAGE

SECTION 1. INTRODUCTION ................................................. 1

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

SECTION 2. ELIGIBILITY AND PARTICIPATION ................................ 9

2.1. General Eligibility Rule
2.2. Specific Exclusion

SECTION 3. PARTICIPANT'S BENEFIT ........................................ 10

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

SECTION 4. FORM OF PAYMENT .............................................. 13

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

SECTION 5. DEATH BENEFITS ............................................... 14

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

SECTION 6. FUNDING OF PLAN .............................................. 17

6.1. Unfunded Agreement
6.2. Spendthrift Provision

SECTION 7. AMENDMENT AND TERMINATION ................................... 18

SECTION 8. DETERMINATIONS-- RULES AND REGULATIONS ...................... 19

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

SECTION 9. PLAN ADMINISTRATION .......................................... 21

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

SECTION 10. DISCLAIMERS .................................................. 23

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

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

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

APPENDIX A -- ACTUARIALLY EQUIVALENT BENEFITS ........................... A-1

APPENDIX B -- CHANGE IN CONTROL DEFINITIONS ............................. B-1

FIRST BANK SYSTEM, INC.
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

SECTION 1

INTRODUCTION

FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

1.1. HISTORY. First Bank System, Inc., a Delaware corporation (hereinafter
"Principal Sponsor") and certain subsidiaries of the Principal Sponsor have
heretofore adopted and currently maintain a tax qualified defined benefit ("cash
balance") pension plan known as the "First Bank System, Inc. Personal Retirement
Account" (hereinafter "PRA") and a tax qualified defined contribution profit
sharing plan (including a qualified cash or deferred arrangement, sometimes
called a ss.401(k) feature) known as the First Bank System, Inc. CapitaL
Accumulation Plan (hereinafter "CAP") for the purpose of developing retirement
benefits for employees. PRA and CAP are subject to the Employee Retirement
Income Security Act of 1974, as amended (hereinafter "ERISA") and they are
intended to qualify under section 401(a) of the Internal Revenue Code of 1986,
as amended (hereinafter "Code").

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

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

It is in the interest of this corporation to provide benefits to
certain executive employees in excess of those available under PRA, to provide
the full allocations for those certain employees under PRA without regard to the
limitations on benefits imposed by section 415, 401(a)(17) and 401(a)(4) of the
Code, to coordinate the benefits provided to them under PRA and the Excess Plan
and that an unfunded nonqualified deferred compensation plan be maintained for
those purposes.

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

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

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

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

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

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

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

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

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1992

(c) The number (never less than one) of total possible years
of continuous and full time service with the Employer
which the Participant could have completed from his or her
most recent date of hire to his or her Normal Retirement
Age. TO THE SAME EXTENT THAT THE ORGANIZATION COMMITTEE
DETERMINES UNDER SECTION 1.2.11 OF THE PLAN STATEMENT THAT
A BUSINESS ENTITY WAS AN EMPLOYER PRIOR TO THE DATE ON
WHICH THE BUSINESS ENTITY FIRST BECAME AN EMPLOYER, THE
BUSINESS ENTITY SHALL BE CONSIDERED AN EMPLOYER FOR THE
PURPOSES OF THIS SUBPARAGRAPH.

The Accrual Percentage may decrease from time to time.

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995
FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.2. ACCRUED SERP BENEFIT -- A DOLLAR AMOUNT DETERMINED AS OF A
SPECIFIED DATE WHICH IS EQUAL TO THE PRODUCT OF (a) MULTIPLIED BY (b) MULTIPLIED
BY (c):

(a) THE PARTICIPANT'S ACCRUAL PERCENTAGE DETERMINED AS OF SUCH
SPECIFIED DATE.

(b) THE PARTICIPANT'S AVERAGE COMPENSATION DETERMINED AS OF
SUCH SPECIFIED DATE.

(c) THE NUMBER (WHICH MAY BE LESS THAN ONE, BUT MAY NOT EXCEED
THE NUMBER OF YEARS DETERMINED UNDER SECTION 1.2.1(c)) OF
TOTAL YEARS OF CONTINUOUS AND FULL-TIME SERVICE WITH THE
EMPLOYER WHICH THE PARTICIPANT HAS COMPLETED FROM HIS OR
HER MOST RECENT DATE OF HIRE TO THE DATE THE ACCRUED SERP
BENEFIT IS DETERMINED; PROVIDED, HOWEVER, THAT A
PARTICIPANT MAY RECEIVE CREDIT FOR ADDITIONAL YEARS OF
SERVICE, SOLELY FOR PURPOSES OF THIS SECTION 1.2.2(c),
UNDER SUBPARAGRAPH (i), (ii) OR (iii) BELOW, USING THE
GREATEST NUMBER IF MORE THAN ONE APPLIES, BUT NOT UNDER
MORE THAN ONE SUBPARAGRAPH:

(i) IF A PARTICIPANT ATTAINS AGE 60 WHILE EMPLOYED
BY AN EMPLOYER, FIVE ADDITIONAL YEARS OF
SERVICE SHALL BE ADDED TO THE YEARS OF
CONTINUOUS AND FULL-TIME SERVICE OF SUCH
PARTICIPANT.

(ii) IF A PARTICIPANT IS ENTITLED TO RECEIVE
SEVERANCE PAYMENTS UNDER A SEVERANCE PAY PLAN
MAINTAINED BY AN EMPLOYER AND SUCH PAYMENTS ARE
MADE ON ACCOUNT OF A CHANGE IN CONTROL, THERE
SHALL BE INCLUDED WITHIN THE YEARS OF
CONTINUOUS AND FULL-TIME SERVICE OF SUCH
PARTICIPANT THE NUMBER OF YEARS AND FRACTIONS
OF YEARS OF SUCH PAYMENTS (EVEN IF SUCH
PAYMENTS ARE PAID IN A LUMP SUM OR OTHER
ACCELERATED MANNER).

(iii) A PARTICIPANT WHO TERMINATES EMPLOYMENT SHALL
BE CREDITED WITH ADDITIONAL YEARS OF SERVICE TO
THE EXTENT SUCH CREDIT IS EXPRESSLY PROVIDED
UNDER THE TERMS OF AN EMPLOYMENT AGREEMENT OR A
CHANGE IN CONTROL SEVERANCE PLAN OR AGREEMENT
BETWEEN THE PARTICIPANT AND AN EMPLOYER.

THE ACCRUED SERP BENEFIT MAY DECREASE FROM TIME TO TIME. TO THE SAME EXTENT THAT
THE ORGANIZATION COMMITTEE DETERMINES UNDER SECTION 1.2.11 OF THE PLAN STATEMENT
THAT A BUSINESS ENTITY WAS AN EMPLOYER PRIOR TO THE DATE ON WHICH THE BUSINESS
ENTITY FIRST BECAME AN EMPLOYER, THE BUSINESS ENTITY SHALL BE CONSIDERED AN
EMPLOYER FOR THE PURPOSES OF THIS SUBPARAGRAPH.

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

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

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

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

1.2.7. CAP -- the tax-qualified defined contribution ("ss.401(k)")
profit sharing plan known as the FIRST BANK SYSTEM, INC. CAPITAL ACCUMULATION
PLAN, as the same is existing and may be amended from time to time.

FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.8. CHANGE IN CONTROL -- THE DEFINITION OF CHANGE IN CONTROL, AS
WELL AS CERTAIN OTHER DEFINITIONS RELATING TO CHANGE IN CONTROL USED HEREIN,
APPEAR IN APPENDIX B TO THIS PLAN STATEMENT.

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

(a) CAP INCOME. Compensation shall include amounts which the
Participant would have received and would have been
included as Compensation but for section 402(a)(8) of the
Code.

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

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

1.2.10. EFFECTIVE DATE -- January 1, 1992.

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1992

1.2.11. EMPLOYER -- the Principal Sponsor and any business entity
affiliated with the Principal Sponsor that employs persons who are designated
for participation in this Plan. UNLESS THE ORGANIZATION COMMITTEE DETERMINES
OTHERWISE, NO BUSINESS ENTITY SHALL BE CONSIDERED AN EMPLOYER FOR ANY PERIOD OF
TIME PRIOR TO THE DATE ON WHICH THE BUSINESS ENTITY FIRST BECAME AN EMPLOYER.

1.2.12. FBS -- FIRST BANK SYSTEM, INC., a Delaware corporation.

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

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

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

1.2.14. ORGANIZATION COMMITTEE -- the committee of that name
constituted by the Board of Directors of the Principal Sponsor.

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

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

1.2.17. PLAN STATEMENT -- this document entitled "FIRST BANK SYSTEM,
INC. NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN," as adopted by the
Principal Sponsor effective as of January 1, 1992, as the same may be amended
from time to time thereafter.

1.2.18. PRA -- the tax-qualified defined benefit ("cash balance")
pension plan known as the FIRST BANK SYSTEM, INC. PERSONAL RETIREMENT ACCOUNT,
as the same is existing and amended from time to time.

FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.19. PRINCIPAL SPONSOR -- FIRST BANK SYSTEM, INC., a Delaware
corporation, OR ANY SUCCESSOR THERETO.

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1992

1.2.20. PRIOR PLANS' OFFSET -- a dollar amount equal to the product
of the Participant's Projected Average Compensation multiplied by the factor for
that Participant determined from Schedule II to this Plan Statement. The factor
for the participant shall be determined by reference to the Participant's age at
his or her most recent date of hire by the Employer. TO THE SAME EXTENT THAT THE
ORGANIZATION COMMITTEE DETERMINES UNDER SECTION 1.2.11 OF THE PLAN STATEMENT
THAT A BUSINESS ENTITY WAS AN EMPLOYER PRIOR TO THE DATE ON WHICH THE BUSINESS
ENTITY FIRST BECAME AN EMPLOYER, THE BUSINESS ENTITY SHALL BE CONSIDERED AN
EMPLOYER FOR THE PURPOSES OF THIS PARAGRAPH.

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

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

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

Projected Average Compensation may decrease from time to time.

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

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

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

Projected Compensation may decrease from time to time.

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

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

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

FIRST AMENDMENT-EFFECTIVE JANUARY 1, 1992

(c) THAT THE CONSUMER PRICE INDEX INCREASES AT ONE PERCENTAGE
POINT LESS THAN THE RATE AT WHICH PROJECTED COMPENSATION
IS DEEMED TO INCREASE UNDER THIS PLAN STATEMENT.

1.2.24. PROJECTED PRA ACCOUNT -- a dollar amount equal to the Account
balance the Participant would be expected to have under PRA at his or her Normal
Retirement Age based on the following assumptions:

(a) The initial account balance shall be the balance
determined under PRA as of the last day of the Plan Year
immediately preceding the date as of which the Projected
PRA Account is determined (together with such amounts as
would have been included in such balance if there were no
limitations on benefits under section 415 of the Internal
Revenue Code and no limitations on compensation under
section 401(a)(17) of the Internal Revenue Code).

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

(c) Compensation credits under PRA shall be made under the
terms of PRA as they exist on the last day of the Plan
Year immediately preceding the date as of which the
Projected PRA Account is determined.

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

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

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1992

(f) SUBJECT TO THE FOLLOWING, THE PARTICIPANT'S INITIAL
ACCOUNT BALANCE SHALL NOT INCLUDE ANY AMOUNTS ATTRIBUTABLE
TO SERVICE WITH A BUSINESS ENTITY PRIOR TO THE DATE THE
BUSINESS ENTITY FIRST BECAME AN EMPLOYER. TO THE SAME
EXTENT THAT THE ORGANIZATION COMMITTEE DETERMINES UNDER
SECTION 1.2.11 OF THE PLAN STATEMENT THAT A BUSINESS
ENTITY WAS AN EMPLOYER PRIOR TO THE DATE ON WHICH THE
BUSINESS ENTITY FIRST BECAME AN EMPLOYER, AMOUNTS
ATTRIBUTABLE TO SERVICE WITH THE BUSINESS ENTITY SHALL BE
INCLUDED IN THE PARTICIPANT'S INITIAL ACCOUNT BALANCE.

(g) Projected PRA Account may decrease from time to time.

1.2.25. PROJECTED PRA ANNUITY -- a dollar amount equal to the
Actuarial Equivalent amount of single life annuity payable at Normal Retirement
Age which the Projected PRA Account will produce.

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

1.2.26. SERP BENEFIT -- A SINGLE, LUMP SUM, DOLLAR AMOUNT WHICH IS
EQUAL TO THE ACTUARIAL EQUIVALENT PRESENT VALUE OF THE PARTICIPANT'S ACCRUED
SERP BENEFIT PAYABLE AS A SINGLE LIFE ANNUITY COMMENCING AT THE PARTICIPANT'S
NORMAL RETIREMENT AGE. THE SERP BENEFIT MAY DECREASE FROM TIME TO TIME. THE SERP
BENEFIT MAY BE PAID IN ANY OF THE OPTIONAL FORMS OF PAYMENT WHICH ARE PERMITTED
UNDER SECTION 4.1.

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1992

1.2.27. SERVICE -- a measure of an employee's service with all
Employers and all Affiliates (stated as a number of years) which is equal to the
number of years of "Vesting Service" determined under the rules of PRA (or any
similar successor plan) as those rules may exist at the time the Participant's
Service is being determined. For this purpose, however, there shall be taken
into account only years of continuous and full time service with the Employer
which the Participant has completed from his or her most recent date of hire.
UNLESS THE ORGANIZATION COMMITTEE DETERMINES OTHERWISE, SERVICE WITH AN EMPLOYER
PRIOR TO THE DATE ON WHICH THE EMPLOYER FIRST BECAME AN EMPLOYER SHALL NOT BE
TAKEN INTO ACCOUNT FOR THIS PURPOSE. ANY DETERMINATION BY THE ORGANIZATION
COMMITTEE UNDER THIS SECTION 1.2.27 SHALL BE INDEPENDENT OF ANY DETERMINATION BY
THE ORGANIZATION COMMITTEE UNDER SECTION 1.2.11 OF THE PLAN STATEMENT.

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

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

1.2.29. SURVIVOR BENEFIT -- the lump sum benefit OR SINGLE LIFE
ANNUITY payable to the Beneficiary of a deceased Participant pursuant to Section
5.1.

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

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

SECTION 2

ELIGIBILITY AND PARTICIPATION

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

(a) has not less than five (5) years of Service with FIRST
BANK SYSTEM, INC. and its subsidiaries at Termination of
Employment or death; and

FIRST AMENDMENT-EFFECTIVE JANUARY 1, 1992

(b) WAS ACTIVELY EMPLOYED AT GRADE 18 OR ABOVE FOR AT LEAST
ONE YEAR IMMEDIATELY PRIOR TO TERMINATION OF EMPLOYMENT OR
DEATH; AND

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

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

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

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

SECTION 3

PARTICIPANT'S BENEFIT

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

3.1. SERP BENEFIT. UPON TERMINATION OF EMPLOYMENT, THE PARTICIPANT SHALL RECEIVE
A SERP BENEFIT DETERMINED AS OF THE DATE OF THE TERMINATION OF EMPLOYMENT. THE
SERP BENEFIT SHALL BE PAID IN A SINGLE LUMP SUM UNLESS AN ELECTION OF AN
OPTIONAL FORM OF PAYMENT IS IN EFFECT UNDER SECTION 4.1. PAYMENT SHALL BE MADE
OR COMMENCED AS SOON AS MAY BE PRACTICABLE ON OR AFTER THE FIFTEENTH DAY OF THE
SECOND CALENDAR MONTH FOLLOWING TERMINATION OF EMPLOYMENT. SUCH PAYMENT SHALL BE
IN FULL AND COMPLETE DISCHARGE OF ALL BENEFITS PAYABLE TO, OR WITH RESPECT TO,
THE PARTICIPANT UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY SURVIVOR
BENEFIT TO WHICH HIS OR HER BENEFICIARY MIGHT OTHERWISE HAVE BEEN ENTITLED. THE
CONSENT OF A SPOUSE OR BENEFICIARY SHALL NOT BE REQUIRED BEFORE MAKING THE
SINGLE LUMP SUM PAYMENT OR OPTIONAL FORM OF PAYMENT HEREIN DESCRIBED.

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

FIRST AMENDMENT-EFFECTIVE JANUARY 1, 1992
FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

3.3. CHANGE IN CONTROL DISTRIBUTIONS.

3.3.1. ACCELERATED DETERMINATION OF PARTICIPANT STATUS.
NOTWITHSTANDING ANYTHING APPARENTLY TO THE CONTRARY IN THIS PLAN STATEMENT, UPON
THE OCCURRENCE OF A FULL CHANGE IN CONTROL ALL EMPLOYEES WHO WOULD BE CONSIDERED
PARTICIPANTS IF THEY HAD A TERMINATION OF EMPLOYMENT ON THE DATE OF THE FULL
CHANGE IN CONTROL SHALL BE CONSIDERED PARTICIPANTS; AND NOTWITHSTANDING
ANYTHING APPARENTLY TO THE CONTRARY IN THIS PLAN STATEMENT, UPON THE OCCURRENCE
OF A QUALIFYING TERMINATION ANY EMPLOYEE WHO WOULD BE CONSIDERED A PARTICIPANT
IF SUCH EMPLOYEE HAD A TERMINATION OF EMPLOYMENT ON THE DATE OF SUCH QUALIFYING
TERMINATION SHALL BE A PARTICIPANT. THIS DETERMINATION SHALL BE MADE WITHOUT
REGARD TO WHETHER SUCH EMPLOYEES HAVE FIVE (5) OR MORE YEARS OF SERVICE WITH
FIRST BANK SYSTEM, INC. AND ITS SUBSIDIARIES AT THE DATE OF SUCH FULL CHANGE IN
CONTROL OR QUALIFYING TERMINATION AND WITHOUT REGARD TO WHETHER SUCH EMPLOYEES
WERE ACTIVELY EMPLOYED AT GRADE 18 OR ABOVE FOR AT LEAST ONE YEAR IMMEDIATELY
PRIOR TO THE DATE OF SUCH FULL CHANGE IN CONTROL OR QUALIFYING TERMINATION (IF
SUCH EMPLOYEES WERE ACTIVELY EMPLOYED AT GRADE 18 OR ABOVE IMMEDIATELY PRIOR TO
THE DATE OF SUCH FULL CHANGE IN CONTROL OR QUALIFYING TERMINATION).

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995
FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

3.3.2. ACCELERATED PAYMENT UPON REQUEST. A PARTICIPANT WHO HAS NOT
YET COMMENCED TO RECEIVE PAYMENTS OF THE SERP BENEFIT MAY RECEIVE A DISTRIBUTION
OF HIS OR HER ENTIRE SERP BENEFIT (AFTER REDUCTION FOR THE FORFEITURE DESCRIBED
IN SECTION 3.4.3) IF A FULL CHANGE IN CONTROL OR A QUALIFYING TERMINATION HAS
OCCURRED.

FIRST AMENDMENT-EFFECTIVE JANUARY 1, 1992

3.3.3. FORFEITURES. UPON THE APPROVAL OF A CHANGE IN CONTROL
DISTRIBUTION, THERE SHALL BE IRREVOCABLY FORFEITED FROM THE SERP BENEFIT OF THE
PARTICIPANT AN AMOUNT EQUAL TO FIVE PERCENT (5%) OF THE SERP BENEFIT. A
PARTICIPANT RECEIVING THIS DISTRIBUTION OF THE SERP BENEFIT ON ACCOUNT OF A
CHANGE IN CONTROL SHALL NOT THEREAFTER EVER BE A PARTICIPANT IN THE PLAN AGAIN.

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

3.4. OTHER ACCELERATED DISTRIBUTIONS.

3.4.1. WHEN AVAILABLE. AT ANY TIME FOLLOWING THE PARTICIPANT'S
TERMINATION OF EMPLOYMENT, THE PARTICIPANT OR THE BENEFICIARY OF A DECEASED
PARTICIPANT WHO HAS ELECTED AN OPTIONAL FORM OF PAYMENT UNDER SECTION 4.1 MAY
ELECT TO RECEIVE AN ACCELERATED DISTRIBUTION OF THE SERP BENEFIT IN A LUMP SUM
PAYMENT DETERMINED UNDER THIS SECTION 3.4 PAYABLE SIXTY (60) DAYS AFTER GIVING
THE PRINCIPAL SPONSOR WRITTEN NOTICE OF THE ELECTION ON A FORM FURNISHED BY AND
FILED WITH THE PRINCIPAL SPONSOR.

IN THE EVENT OF THE SEVERE FINANCIAL HARDSHIP OF A PARTICIPANT
FOLLOWING TERMINATION OF EMPLOYMENT OR OF A BENEFICIARY, THE PARTICIPANT OR
BENEFICIARY MAY ELECT TO RECEIVE AN ACCELERATED DISTRIBUTION OF PART OF THE SERP
BENEFIT IN A LUMP SUM PAYMENT DETERMINED UNDER THIS SECTION 3.4. THE PRINCIPAL
SPONSOR SHALL DETERMINE WHETHER A SEVERE FINANCIAL HARDSHIP EXISTS IN ITS SOLE
DISCRETION, IN GOOD FAITH, AND ON A UNIFORM, NONDISCRIMINATORY AND REASONABLE
BASIS.

3.4.2. AMOUNT. SUBJECT TO PENALTIES UNDER SECTION 3.4.3, THE AMOUNT
OF ANY ACCELERATED LUMP SUM DISTRIBUTION SHALL BE DETERMINED AS FOLLOWS:

(a) BEFORE THE COMMENCEMENT OF PAYMENT OF THE SERP BENEFIT,
THE LUMP SUM PAYMENT TO A PARTICIPANT SHALL EQUAL THE LUMP
SUM VALUE OF THE PARTICIPANT'S ACCRUED SERP BENEFIT.

(b) AFTER THE COMMENCEMENT OF PAYMENT OF THE SERP BENEFIT, THE
LUMP SUM PAYMENT TO A PARTICIPANT SHALL EQUAL THE
DIFFERENCE BETWEEN (i) MINUS (ii) BELOW, DETERMINED AS OF
THE DATE FOR THE COMMENCEMENT OF SERP BENEFIT PAYMENTS
(THE "COMMENCEMENT DATE") AND ACCUMULATED TO THE DATE OF
THE LUMP SUM PAYMENT USING THE SAME INTEREST RATE THAT IS
USED IN CALCULATING THE AMOUNTS UNDER (i) AND (ii):

(i) THE LUMP SUM VALUE OF THE PARTICIPANT'S ACCRUED
SERP BENEFIT DETERMINED AS OF THE PARTICIPANT'S
COMMENCEMENT DATE,

(ii) THE LUMP SUM VALUE OF THE SERP BENEFIT PAYMENTS
PREVIOUSLY PAID TO THE PARTICIPANT DISCOUNTED
TO THE PARTICIPANT'S COMMENCEMENT DATE. THE
LUMP SUM VALUE OF THE SERP BENEFIT PAYMENTS
PREVIOUSLY PAID TO THE PARTICIPANT SHALL BE
CALCULATED BASED ON THE MONTHLY PAYMENTS WHICH
WOULD HAVE BEEN MADE IF THE PARTICIPANT HAD
ELECTED TO RECEIVE THE SERP BENEFIT AS A SINGLE
LIFE ANNUITY, IRRESPECTIVE OF THE OPTIONAL FORM
OF PAYMENT OF THE SERP BENEFIT ACTUALLY ELECTED
BY THE PARTICIPANT.

(c) THE LUMP SUM PAYMENT TO A BENEFICIARY OF A DECEASED
PARTICIPANT SHALL BE DETERMINED IN A MANNER SIMILAR TO
THAT USED FOR A PARTICIPANT, EXCEPT THAT THE LUMP SUM
PAYMENT SHALL ONLY REFLECT THE VALUE OF THE REMAINING
PAYMENTS OF THE SERP BENEFIT WHICH WOULD BE MADE TO THE
BENEFICIARY UNDER THE OPTIONAL FORM OF PAYMENT ELECTED BY
THE PARTICIPANT ASSUMING THAT THE BENEFICIARY DIES UPON
REACHING HIS OR HER ORIGINAL LIFE EXPECTANCY DETERMINED AS
OF THE PARTICIPANT'S COMMENCEMENT DATE.

(d) FOR AN ACCELERATED DISTRIBUTION TO A PARTICIPANT OR
BENEFICIARY ON ACCOUNT OF A SEVERE FINANCIAL HARDSHIP, THE
LUMP SUM PAYMENT SHALL NOT EXCEED THE AMOUNT NECESSARY TO
RELIEVE THE HARDSHIP, AND SUBSEQUENT PAYMENTS OF THE SERP
BENEFIT SHALL BE REDUCED ACCORDING TO THE RATIO OF (i) TO
(ii) BELOW:

(i) THE AMOUNT OF THE HARDSHIP DISTRIBUTION PAID TO
THE PARTICIPANT OR BENEFICIARY,

(ii) THE ENTIRE LUMP SUM PAYMENT WHICH THE
PARTICIPANT OR BENEFICIARY COULD HAVE ELECTED
TO RECEIVE ON THE DATE OF THE HARDSHIP
DISTRIBUTION.

FOR EXAMPLE, IF THE HARDSHIP DISTRIBUTION REPRESENTS FORTY
PERCENT (40%) OF THE ENTIRE LUMP SUM DISTRIBUTION WHICH
COULD HAVE BEEN RECEIVED, SUBSEQUENT PAYMENTS TO THE
PARTICIPANT OR BENEFICIARY WILL EACH BE REDUCED BY FORTY
PERCENT (40%).

(e) ALL CALCULATIONS UNDER THIS SECTION 3.4. SHALL BE BASED ON
THE TABLES, FACTORS (INCLUDING INTEREST RATE), AND
ASSUMPTIONS THAT ARE SET FORTH IN APPENDIX A TO THIS PLAN
STATEMENT FOR DETERMINING ACTUARIALLY EQUIVALENT BENEFITS.

(f) ALL CALCULATIONS UNDER THIS SECTION 3.4 SHALL BE MADE BY
THE PRINCIPAL SPONSOR, AND ITS DETERMINATIONS WITH RESPECT
TO ACCELERATED DISTRIBUTIONS SHALL BE FINAL AND BINDING ON
ALL PARTIES.

3.4.3. FORFEITURES. ANY LUMP SUM PAYMENT UNDER THIS SECTION 3.4,
EXCEPT ANY HARDSHIP DISTRIBUTION, SHALL BE REDUCED BY A PENALTY EQUAL TO TEN
PERCENT (10%) OF SUCH PAYMENT WHICH SHALL BE FORFEITED TO THE PRINCIPAL SPONSOR;
PROVIDED, HOWEVER, THAT IF ANY SUCH PAYMENT IS MADE WITHIN 24 MONTHS AFTER A
CHANGE IN CONTROL HAS OCCURRED, THE PENALTY SHALL BE EQUAL TO FIVE PERCENT (5%).
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS PLAN, NO PENALTY SHALL APPLY IF THE
PRINCIPAL SPONSOR DETERMINES, BASED ON THE ADVICE OF COUNSEL OR A FINAL
DETERMINATION BY THE INTERNAL REVENUE SERVICE OR ANY COURT OF COMPETENT
JURISDICTION, THAT BY REASON OF THE ELECTIVE PROVISIONS OF THIS SECTION 3.4, ANY
PARTICIPANT OR BENEFICIARY HAS RECOGNIZED OR WILL RECOGNIZE GROSS INCOME FOR
FEDERAL INCOME TAX PURPOSES UNDER THIS PLAN IN ADVANCE OF PAYMENT TO HIM OR HER
OF THE SERP BENEFIT. THE PRINCIPAL SPONSOR MAY ALSO REDUCE OR ELIMINATE THE
PENALTY IF IT DETERMINES THAT THIS ACTION WILL NOT CAUSE ANY PARTICIPANT OR
BENEFICIARY TO RECOGNIZE GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES UNDER THIS
PLAN IN ADVANCE OF PAYMENT OF THE SERP BENEFIT.

3.5. EFFECT ON SERVICE. IF A PARTICIPANT RECEIVES A LUMP SUM DISTRIBUTION OR
COMMENCES TO RECEIVE ANY OPTIONAL FORM OF PAYMENT OF THE PARTICIPANT'S SERP
BENEFIT, THE PLAN SHALL THEREAFTER DISREGARD THE PARTICIPANT'S SERVICE AND THE
PARTICIPANT'S YEARS OF CONTINUOUS AND FULL-TIME SERVICE USED IN DETERMINING THE
SERP BENEFIT WITH RESPECT TO WHICH THE PARTICIPANT RECEIVED OR COMMENCED TO
RECEIVE SUCH DISTRIBUTION.

SECTION 4

FORM OF PAYMENT

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

4.1. OPTIONAL FORMS OF PAYMENT. AN EMPLOYEE WHO HAS FOUR (4) OR MORE YEARS OF
SERVICE WITH FIRST BANK SYSTEM, INC., IS ACTIVELY EMPLOYED AT GRADE 18 OR ABOVE,
AND IS A "HIGHLY COMPENSATED EMPLOYEE" AS DEFINED IN CODE SECTION 414(q) MAY
ELECT AT ANY TIME MORE THAN 12 MONTHS PRECEDING TERMINATION OF EMPLOYMENT TO
HAVE THE SERP BENEFIT PAID IN MONTHLY PAYMENTS AS A SINGLE LIFE ANNUITY, 50% OR
100% JOINT AND SURVIVOR ANNUITY, OR SINGLE LIFE ANNUITY WITH 10 OR 15 YEAR
CERTAIN PAYMENTS. ALL OPTIONAL FORMS OF PAYMENT SHALL HAVE THE SAME ACTUARIAL
EQUIVALENT PRESENT VALUE AS THE LUMP SUM PAYMENT. AN ELECTION OF AN OPTIONAL
FORM OF PAYMENT MUST BE MADE BY THE PARTICIPANT IN WRITING ON A FORM FURNISHED
BY AND FILED WITH THE PRINCIPAL SPONSOR AND MAY BE CHANGED AT ANY TIME MORE THAN
12 MONTHS PRECEDING TERMINATION OF EMPLOYMENT. ANY ELECTION WHICH IS NOT TIMELY
MADE WILL BE DISREGARDED. NOTWITHSTANDING SUCH AN ELECTION, AN OPTIONAL FORM OF
PAYMENT OF THE SERP BENEFIT (OTHER THAN A LUMP SUM PAYMENT) WILL ONLY BE MADE TO
A PARTICIPANT WHO HAS A TERMINATION OF EMPLOYMENT (A) AFTER ATTAINING AGE 65 OR
(B) AFTER ATTAINING AGE 55, WHEN THE SUM OF THE PARTICIPANT'S AGE AND YEARS OF
CONTINUOUS AND FULL-TIME SERVICE WITH THE EMPLOYER EQUALS OR EXCEEDS 65.

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

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

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

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

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

4.3. SMALL BENEFITS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN STATEMENT
TO THE CONTRARY, THE PRINCIPAL SPONSOR, IN ITS DISCRETION, MAY PAY ANY BENEFIT
WHICH IS PAYABLE UNDER THE PLAN TO A PARTICIPANT OR BENEFICIARY IN A LUMP SUM
PAYMENT IF THE LUMP SUM AMOUNT WHICH IS PAYABLE IS LESS THAN $50,000.

SECTION 5

DEATH BENEFITS

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

5.1. DEATH BENEFITS.

5.1.1. DEATH BEFORE SERP BENEFIT COMMENCEMENT. UPON THE DEATH OF A
PARTICIPANT WHO AT HIS OR HER DEATH HAD NOT YET COMMENCED TO RECEIVE PAYMENT OF
THE SERP BENEFIT UNDER THE PLAN, THERE SHALL BE PAID TO THE PARTICIPANT'S
BENEFICIARY THE SINGLE LUMP SUM WHICH THE PARTICIPANT WOULD HAVE RECEIVED UNDER
SECTION 3.1 IF THE PARTICIPANT HAD NOT DIED, BUT HAD INSTEAD HAD A TERMINATION
OF EMPLOYMENT ON THE DATE OF HIS OR HER DEATH; PROVIDED, HOWEVER, THAT AN
EMPLOYEE WHO IS ELIGIBLE TO MAKE AN ELECTION UNDER SECTION 4.1 MAY ELECT AT ANY
TIME PRIOR TO HIS OR HER DEATH TO HAVE THE DEATH BENEFIT WHICH IS PAYABLE UPON
HIS OR HER DEATH BEFORE COMMENCEMENT OF PAYMENT OF THE SERP BENEFIT PAID AS A
SINGLE LIFE ANNUITY FOR THE LIFE OF THE BENEFICIARY. SUCH SINGLE LIFE ANNUITY
SHALL HAVE THE SAME ACTUARIAL EQUIVALENT PRESENT VALUE AS THE LUMP SUM PAYMENT
WHICH WOULD OTHERWISE BE MADE TO THE BENEFICIARY. AN ELECTION TO HAVE THE DEATH
BENEFIT PAID AS A SINGLE LIFE ANNUITY MUST BE MADE BY THE EMPLOYEE ELIGIBLE TO
MAKE SUCH AN ELECTION IN WRITING ON A FORM FURNISHED BY AND FILED WITH THE
PRINCIPAL SPONSOR AND MAY BE CHANGED AT ANY TIME DURING SUCH EMPLOYEE'S LIFETIME
BEFORE COMMENCEMENT OF PAYMENT OF THE SERP BENEFIT. PAYMENT TO THE BENEFICIARY
SHALL BE MADE OR COMMENCED AS SOON AS MAY BE PRACTICABLE ON OR AFTER THE
FIFTEENTH DAY OF THE SECOND CALENDAR MONTH AFTER THE DEATH OF THE PARTICIPANT.

5.1.2. DEATH AFTER SERP BENEFIT COMMENCEMENT. IF PAYMENT TO A
PARTICIPANT OF THE SERP BENEFIT HAS BEEN MADE IN A LUMP SUM OR COMMENCED AS A
SINGLE LIFE ANNUITY, NO DEATH BENEFIT WILL BE PAYABLE UPON THE DEATH OF THE
PARTICIPANT. IF PAYMENT TO A PARTICIPANT OF THE SERP BENEFIT HAS COMMENCED AS A
50% OR 100% JOINT AND SURVIVOR ANNUITY OR AS A SINGLE LIFE ANNUITY WITH 10 OR 15
YEAR CERTAIN PAYMENTS, PAYMENTS WILL BE MADE FOLLOWING THE DEATH OF THE
PARTICIPANT ONLY IN ACCORDANCE WITH THE TERMS OF THE OPTIONAL FORM OF PAYMENT OF
THE SERP BENEFIT WHICH WAS ELECTED BY THE PARTICIPANT.

5.2. DESIGNATION OF BENEFICIARIES.

THIRD AMENDMENT-EFFECTIVE JANUARY 1, 1995

5.2.1. RIGHT TO DESIGNATE. EACH EMPLOYEE WHO IS ELIGIBLE TO MAKE AN
ELECTION UNDER SECTION 4.1 MAY DESIGNATE, UPON FORMS TO BE FURNISHED BY AND
FILED WITH THE PRINCIPAL SPONSOR, ONE OR MORE PRIMARY BENEFICIARIES OR ALTERNATE
BENEFICIARIES TO RECEIVE ALL OR A SPECIFIED PART OF SUCH EMPLOYEE'S SURVIVOR
BENEFIT IN THE EVENT OF HIS OR HER DEATH. SUCH EMPLOYEE MAY CHANGE OR REVOKE ANY
SUCH DESIGNATION FROM TIME TO TIME BEFORE COMMENCEMENT OF PAYMENT OF THE SERP
BENEFIT WITHOUT NOTICE TO OR CONSENT FROM ANY BENEFICIARY OR SPOUSE. NO SUCH
DESIGNATION, CHANGE OR REVOCATION SHALL BE EFFECTIVE UNLESS EXECUTED BY THE
EMPLOYEE ELIGIBLE TO MAKE SUCH DESIGNATION AND RECEIVED BY THE PRINCIPAL SPONSOR
DURING SUCH EMPLOYEE'S LIFETIME AND PRIOR TO COMMENCEMENT OF PAYMENT OF THE SERP
BENEFIT.

5.2.2. FAILURE OF DESIGNATION. If a Participant:

(a) fails to designate a Beneficiary,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 6

FUNDING OF PLAN

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

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

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

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

FIRST AMENDMENT-EFFECTIVE JANUARY 1, 1992
FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

SECTION 7

AMENDMENT AND TERMINATION

THE PRINCIPAL SPONSOR RESERVES THE POWER TO AMEND THE PLAN STATEMENT OR
TERMINATE THE PLAN PRIOR TO A FULL CHANGE IN CONTROL. NO SUCH AMENDMENT OF THE
PLAN STATEMENT OR TERMINATION OF THE PLAN, HOWEVER, SHALL REDUCE A PARTICIPANT'S
SERP BENEFIT EARNED AS OF THE DATE OF SUCH AMENDMENT UNLESS THE PARTICIPANT SO
AFFECTED CONSENTS IN WRITING TO THE AMENDMENT. AFTER A FULL CHANGE IN CONTROL,
THE PLAN CANNOT BE AMENDED OR TERMINATED (AS APPLIED TO PARTICIPANTS WHO ARE
PARTICIPANTS ON THE DATE OF THE FULL CHANGE IN CONTROL) UNLESS:

(a) ALL SERP BENEFITS OF ALL PARTICIPANTS AS OF THE DATE OF
THE FULL CHANGE IN CONTROL HAVE BEEN PAID, OR

(b) EIGHTY PERCENT (80%) OF ALL THE PARTICIPANTS AS OF THE
DATE OF THE FULL CHANGE IN CONTROL GIVE WRITTEN CONSENT TO
SUCH AMENDMENT OR TERMINATION.

NOTWITHSTANDING THE RULES OF SECTION 2, FOR THE PURPOSES OF THE RULES OF THIS
SECTION 7, EACH EMPLOYEE WHO WOULD BE A PARTICIPANT AT THE TIME OF THE FULL
CHANGE IN CONTROL IF HE OR SHE: (i) HAD A TERMINATION OF EMPLOYMENT COINCIDENT
WITH THE FULL CHANGE IN CONTROL, AND (ii) HAD NOT LESS THAN FIVE (5) YEARS OF
SERVICE WITH FIRST BANK SYSTEM, INC. AND ITS SUBSIDIARIES AND AT LEAST ONE YEAR
ACTIVE EMPLOYMENT AT GRADE 18 OR ABOVE AT THE TIME OF THE FULL CHANGE IN
CONTROL, SHALL BE CONSIDERED A PARTICIPANT (ASSUMING THAT SUCH EMPLOYEES WERE
ACTIVELY EMPLOYED AT GRADE 18 OR ABOVE IMMEDIATELY PRIOR TO THE TIME OF THE FULL
CHANGE IN CONTROL). NO MODIFICATION OF THE TERMS OF THIS PLAN STATEMENT SHALL BE
EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED ON BEHALF OF THE PRINCIPAL SPONSOR
BY A PERSON AUTHORIZED TO EXECUTE SUCH WRITING. NO ORAL REPRESENTATION
CONCERNING THE INTERPRETATION OR EFFECT OF THIS PLAN STATEMENT SHALL BE
EFFECTIVE TO AMEND THE PLAN STATEMENT.

SECTION 8

DETERMINATIONS -- RULES AND REGULATIONS

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

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

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

FOURTH AMENDMENT-EFFECTIVE JULY 17, 1996

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

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

(a) the specific reasons for the denial;

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

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

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

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

8.4.3. GENERAL RULES.

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

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

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

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

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

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

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

SECTION 9

PLAN ADMINISTRATION

9.1. PRINCIPAL SPONSOR.

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

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

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

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

9.3. ADMINISTRATOR. FIRST BANK SYSTEM, INC. shall be the administrator for
purposes of section 3(16)(A) of the Employee Retirement Income Security Act of
1974.

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

9.5. IRC AND ERISA STATUS. This Plan is intended to be a nonqualified deferred
compensation arrangement. The rules of section 401(a) et. seq. of the Code shall
not apply to this Plan. This Plan is adopted with the understanding that it is
in part an unfunded excess benefit plan within the meaning of section 3(36)
ERISA and is in part an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees as provided in sections 201(2), 301(3) and 401(a)(1) of
ERISA. Each provision hereof shall be interpreted and administered accordingly.
This Plan shall not alter, enlarge or diminish any person's employment rights or
obligations or rights or obligations under PRA or any other plan.

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

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

SECTION 10

DISCLAIMERS

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

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

10.3. DELEGATION. The Employers and their officers and the members of their
Boards of Directors shall not be liable for an act or omission of another person
with regard to a responsibility that has been allocated to or delegated to such
other person pursuant to the terms of this Plan Statement or pursuant to
procedures set forth in this Plan Statement.

SCHEDULE I

PARTICIPATING EMPLOYERS

Effective as of January 1, 1995

NAME EMPLOYER ID NUMBER
- ---- ------------------

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

SCHEDULE II

PRIOR PLANS' OFFSET

AGE WHEN FIRST EMPLOYED FACTOR
----------------------- ------

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

APPENDIX A

ACTUARIALLY EQUIVALENT BENEFITS

Section 1. GENERAL RULES. The point of reference for determining the
Actuarially Equivalent single lump sum benefit is the monthly benefit amount
expressed in the single life annuity form. When, under the terms of the Plan,
the monthly amount of the SERP Benefit or other benefit has been determined in
the single life annuity form, reference to the following factors and tables will
determine the Actuarially Equivalent single lump sum benefit:

INTEREST: The interest rate used by the Pension Benefit Guaranty Corporation to
value immediate annuities (for participants who are age 65 years) in the event
of plan terminations occurring on the first day of the Plan Year in which occurs
the date as of which the Actuarially Equivalent single lump sum benefit is being
determined

MORTALITY: 1971 Group Annuity Mortality Table, assuming all Participants are
male.

The single life annuity benefit to be converted to the single lump sum benefit
shall be the benefit commencing on the first day of the calendar month following
the attainment of age sixty-five (65) years or if later the first day of the
calendar month after Termination of Employment.

APPENDIX B

CHANGE IN CONTROL DEFINITIONS

SECTION 1

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

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

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

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

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

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

1.7. CONTINUING DIRECTOR -- shall mean any person who is a member of the Board
of Directors, while such person is a member of the Board of Directors, who is
not an Acquiring Person or an Affiliate (CIC) or Associate of an Acquiring
Person, or a representative of an Acquiring Person or of any such Affiliate
(CIC) or Associate, and who (x) was a member of the Board of Directors as of
July 17, 1996 or (y) subsequently becomes a member of the Board of Directors, if
such person's initial nomination for election or initial election to the Board
of Directors has been approved in advance by the Continuing Directors; provided
that any director designated by or on behalf of a Person who has entered into an
agreement with the Principal Sponsor (or who is contemplating entering into such
an agreement) to effect a consolidation or merger of the Principal Sponsor or a
Principal Sponsor Entity, or other reorganization, with or into one or more
entities which are not Principal Sponsor Entities, and any director that serves
in connection with the act of the Board of Directors of increasing the number of
directors and filling vacancies in connection with, or in contemplation of, any
such transaction, shall not be deemed to have received such advance approval for
initial nomination or election, and any such director shall not be deemed to be
a Continuing Director; provided, further, that any such director shall
subsequently become a Continuing Director at such time as a new term of office
as a director is approved by the Principal Sponsor's shareholders at an annual
meeting of shareholders occurring subsequent to the completion of any such
transaction (and excluding any annual meeting at which the shareholders approve
any such transaction); and, provided, further, that in the case of a Permitted
Transaction, any such director shall not become a Continuing Director until the
later of (i) the end of the three-year period following consummation of such
Permitted Transaction or (ii) such time as a new term of office as a director is
approved by the Principal Sponsor's shareholders at an annual meeting of
shareholders occurring subsequent to the completion of such Permitted
Transaction.

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

1.9. FULL CHANGE IN CONTROL -- shall mean:

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

(b) the Continuing Directors cease to constitute a majority of
the Board of Directors of the Principal Sponsor or the
Resulting Corporation, except in accordance with the terms
of a Permitted Transaction and except as a result of the
death, retirement or disability of one or more Continuing
Directors (unless any such death, retirement or disability
occurs following a Permitted Transaction and any vacancies
created thereby are not filled in accordance with the
terms of the written agreement governing such Permitted
Transaction); or

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

1.10. PARTIAL CHANGE IN CONTROL -- shall mean:

(a) a consolidation or merger of the Principal Sponsor or a
Principal Sponsor Entity, or other reorganization, with or
into one or more entities which are not Principal Sponsor
Entities, as a result of which less than 60% of the
outstanding voting securities of the Resulting Corporation
are, or are to be, owned by former shareholders of the
Principal Sponsor as determined immediately prior to
consummation of such transaction (excluding voting
securities of the Resulting Corporation owned, or to be
owned, by such shareholders by reason of their ownership
prior to such transaction of securities of any entity
other than the Principal Sponsor) and as a result of which
the Continuing Directors constitute (i) more than 50% of
the Board of Directors of the Resulting Corporation or
(ii) exactly 50% of the Board of Directors of the
Resulting Corporation if the transaction resulting in such
event is a Permitted Transaction; or

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

1.11. PERMITTED TRANSACTION -- shall mean a transaction in which, pursuant to a
written agreement between the Principal Sponsor and all Persons who have entered
into an agreement with the Principal Sponsor to effect a transaction described
in paragraph (A)of the definition of Partial Change in Control, it is agreed
that (w) the Chief Executive Officer of the Principal Sponsor immediately prior
to the consummation of such transaction shall be the Chief Executive Officer of
the Resulting Corporation for not less than three years following consummation
of such transaction, (x) upon termination of service of any Continuing Director
for any reason, including upon death, disability or retirement, prior to the
expiration of such director's term during such three-year period, the vacancy
thereby created shall be filled by a nominee selected solely by the Continuing
Directors, (y) upon expiration of the term of any such director during such
three-year period, the nominee to succeed such director shall be selected solely
by the Continuing Directors and (z) the parties will take other appropriate
steps to ensure that the Board of Directors of the Resulting Corporation will be
evenly divided between Continuing Directors and all directors designated by
other parties to the transaction during such three-year period.

1.12. PERSON -- shall have the meaning ascribed to such term as such term is
used in Sections 13(d) and 14(d) of the Exchange Act.

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

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

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

COMPOSITE COPY

FIRST BANK SYSTEM, INC.
EXECUTIVE DEFERRAL PLAN
(1992 STATEMENT)

First Effective January 1, 1992

AND

As Amended By

The FIRST AMENDMENT Adopted October 20, 1993
But Effective January 1, 1994

The SECOND AMENDMENT Adopted October 20, 1993
But Effective January 1, 1992

The THIRD AMENDMENT Adopted July 17, 1996
But Effective July 17, 1996

NOTE: Material added or modified by the First, Second and Third Amendments is
shown in italics. Appendix A was added by the Third Amendment effective
July 17, 1996 but is not shown in italics. Modified section numbers are
not generally shown in italics.

FIRST BANK SYSTEM, INC.
EXECUTIVE DEFERRAL PLAN
(1992 STATEMENT)

TABLE OF CONTENTS

PAGE

SECTION 1. INTRODUCTION ................................................. 1

1.1. Statement of Plan
1.2. Definitions
1.2.1. Account
1.2.2. Affiliate
1.2.3. Annual Valuation Date
1.2.4. Beneficiary
1.2.5. Change in Control
1.2.6. Earliest Retirement Age
1.2.7. Effective Date
1.2.8. Employer
1.2.9. Event of Maturity
1.2.10. FBS
1.2.11. Normal Retirement Age
1.2.12. Participant
1.2.13. Plan
1.2.14. Plan Statement
1.2.15. Plan Year
1.2.16. Principal Sponsor
1.2.17. Termination of Employment
1.2.18. Valuation Date
1.2.19. Service
1.3. Rules of Interpretation

SECTION 2. PARTICIPATION ................................................ 3

2.1. Participation
2.2. Enrollment
2.3. Specific Exclusion

SECTION 3. ADJUSTMENT OF ACCOUNTS ....................................... 4

3.1. Establishment of Accounts
3.2. Adjustments of Accounts
3.2.1. Intermediate Distributions Subtraction
3.2.2. Investment Addition
3.2.3. Deferral Addition
3.2.4. Final Distributions Subtraction

SECTION 4. VESTING OF ACCOUNT ........................................... 5

SECTION 5. MATURITY ..................................................... 5

5.1. Events of Maturity
5.2. Effect of Maturity upon Further Participation in Plan

SECTION 6. DISTRIBUTION ................................................. 6

6.1. Form of Distribution
6.1.1. Form of Distribution
6.1.2. Time of Payment
6.1.3. Installment Amounts
6.1.4. Default
6.2. Previously Scheduled Distribution
6.2.1. Enrolling for the Distribution
6.2.2. Scheduled Distribution
6.3. Hardship Distributions
6.3.1. When Available
6.3.2. Purposes
6.3.3. Limitations
6.3.4. Forfeiture
6.4. Change in Control Distributions
6.4.1. When Available
6.4.2. Limitations
6.4.3. Forfeiture
6.5. Acceleration of Annual Installments
6.5.1. When Available
6.5.2. Forfeiture
6.6. Designation of Beneficiaries
6.6.1. Right to Designate
6.6.2. Failure of Designation
6.6.3. Disclaimers by Beneficiaries
6.6.4. Definitions
6.6.5. Special Rules
6.6.6. No Spousal Rights
6.7. Death Prior to Full Distribution
6.8. Facility of Payment

SECTION 7. FUNDING OF PLAN .............................................. 11

7.1. Unfunded Agreement
7.2. Spendthrift Provision

SECTION 8. AMENDMENT AND TERMINATION .................................... 12

SECTION 9. DETERMINATIONS-- RULES AND REGULATIONS ....................... 12

9.1. Determinations
9.2. Rules and Regulations
9.3. Method of Executing Instruments
9.4. Claims Procedure
9.4.1. Original Claim
9.4.2. Claims Review Procedure
9.4.3. General Rules
9.5. Information Furnished by Participants

SECTION 10. PLAN ADMINISTRATION .......................................... 14

10.1. Employer
10.1.1. Officers
10.1.2. Chief Executive Officer
10.1.3. Board of Directors
10.2. Conflict of Interest
10.3. Administrator
10.4. Service of Process

SECTION 11. DISCLAIMERS .................................................. 15

11.1. Term of Employment
11.2. Source of Payment
11.3. Delegation

APPENDIX A -- CHANGE IN CONTROL DEFINITIONS ................................A-1

FIRST BANK SYSTEM, INC.
EXECUTIVE DEFERRAL PLAN
(1992 STATEMENT)

SECTION 1

INTRODUCTION

1.1. STATEMENT OF PLAN. Effective January 1, 1992, FIRST BANK SYSTEM, INC., a
Delaware corporation (hereinafter sometimes referred to as "Principal Sponsor")
hereby creates a nonqualified, unfunded, elective deferral plan for the purpose
of allowing a select group of management and highly compensated employees of the
Principal Sponsor and other Employers to defer the receipt of incentive
compensation which would otherwise be paid to those employees.

1.2. DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:

1.2.1. ACCOUNT -- the separate bookkeeping account representing the
unfunded and unsecured general obligation of Principal Sponsor established with
respect to each Participant to which is credited the dollar amounts specified in
Section 3 and from which are subtracted payments and forfeitures made pursuant
to Section 6. To the extent necessary to accommodate and effect the distribution
elections made by Participants pursuant to Section 2, separate bookkeeping
sub-accounts shall be established with respect to each of the several annual
deferral elections made by Participants.

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

1.2.3. ANNUAL VALUATION DATE -- each December 31.

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

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.5. CHANGE IN CONTROL -- THE DEFINITION OF CHANGE IN CONTROL, AS
WELL AS CERTAIN OTHER DEFINITIONS RELATING TO CHANGE IN CONTROL USED HEREIN,
APPEAR IN APPENDIX A TO THIS PLAN STATEMENT.

1.2.6. EARLIEST RETIREMENT AGE -- the earlier of:

(i) the earliest date that a Participant who is at
least age fifty-five (55) years has a sum of
his or her age (in whole years) and Service
(also in whole years) that equals at least
sixty-five (65), or

(ii) the date a Participant attains Normal
Retirement Age.

1.2.7. EFFECTIVE DATE -- January 1, 1992.

1.2.8. EMPLOYER -- the Principal Sponsor and any business entity
affiliated with the Principal Sponsor that employs persons who are designated
for participation in this Plan.

1.2.9. EVENT OF MATURITY-- any of the occurrences described in
Section 5 by reason of which a Participant or Beneficiary may become entitled to
a distribution from the Plan.

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.10. FBS -- FIRST BANK SYSTEM, INC., A DELAWARE CORPORATION, OR
ANY SUCCESSOR THERETO.

1.2.11. NORMAL RETIREMENT AGE-- the last day of the calendar month in
which a Participant attains age sixty-five (65) years.

1.2.12. PARTICIPANT -- an employee of the Employer who is designated
as eligible to participate in this Plan by the Organization Committee of the
Board of Directors and elects to participate in accordance with the terms of
this Plan and becomes a Participant in the Plan in accordance with the
provisions of Section 2. An employee shall not be eligible to become a
Participant unless the employee is a member of a select group of management or
highly compensated employees. No employee is presumed or automatically eligible
to participate in this Plan. An employee who has become a Participant shall be
considered to continue as a Participant in the Plan until the date of the
Participant's death or, if earlier, the date when the Participant is no longer
employed by an Employer or an Affiliate and upon which the Participant no longer
has any Account under the Plan (that is, the Participant has received a
distribution of all of the Participant's Account).

1.2.13. PLAN -- the nonqualified, income deferral program maintained
by the Principal Sponsor established for the benefit of Participants eligible to
participate therein, as set forth in this Plan Statement. (As used herein,
"Plan" does not refer to the documents pursuant to which the Plan is maintained.
Those documents are referred to herein as the "Plan Statement"). The Plan shall
be referred to as the "FIRST BANK SYSTEM, INC. EXECUTIVE DEFERRAL PLAN."

1.2.14. PLAN STATEMENT -- this document entitled "FIRST BANK SYSTEM,
INC. EXECUTIVE DEFERRAL PLAN (1992 Statement)" as adopted by the Organization
Committee of the Board of Directors of FIRST BANK SYSTEM, INC. effective as of
January 1, 1992, as the same may be amended from time to time thereafter.

1.2.15. PLAN YEAR -- the twelve (12) consecutive month period ending
on any Annual Valuation Date.

1.2.16. PRINCIPAL SPONSOR -- FIRST BANK SYSTEM, INC., a Delaware
corporation.

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

1.2.18. VALUATION DATE -- the last day of each calendar month of the
Plan Year.

1.2.19. SERVICE -- a measure of an employee's service with the
Employer and all Affiliates (stated as a number of years) which is equal to the
number of years of "Vesting Service" determined under the rules of the "First
Bank System Personal Retirement Account" (or any similar successor plan) as
those rules may exist at the time the Participant's Service is being determined.

1.3. RULES OF INTERPRETATION. An individual shall be considered to have attained
a given age on such individual's birthday for that age (and not on the day
before). Individuals born on February 29 in a leap year shall be considered to
have their birthdays on February 28 in each year that is not a leap year.
Notwithstanding any other provision of this Plan Statement or any election or
designation made under the Plan, any individual who feloniously and
intentionally kills a Participant or Beneficiary shall be deemed for all
purposes of this Plan and all elections and designations made under this Plan to
have died before such Participant or Beneficiary. A final judgment of conviction
of felonious and intentional killing is conclusive for the purposes of this
section. In the absence of a conviction of felonious and intentional killing,
the Principal Sponsor shall determine whether the killing was felonious and
intentional for the purposes of this section. Whenever appropriate, words used
herein in the singular may be read in the plural, or words used herein in the
plural may be read in the singular; the masculine may include the feminine; and
the words "hereof," "herein" or "hereunder" or other similar compounds of the
word "here" shall mean and refer to this entire Plan Statement and not to any
particular paragraph or section of this Plan Statement unless the context
clearly indicates to the contrary. The titles given to the various sections of
this Plan Statement are inserted for convenience of reference only and are not
part of this Plan Statement, and they shall not be considered in determining the
purpose, meaning or intent of any provision hereof. This Plan Statement shall be
construed and this Plan shall be administered to create an unfunded plan
providing deferred compensation to a select group of management or highly
compensated employees so that it is exempt from the requirements of Parts 2, 3
and 4 of Title I of ERISA and qualifies for a form of simplified, alternative
compliance with the reporting and disclosure requirements of Part 1 of Title I
of ERISA. Any reference in this Plan Statement to a statute or regulation shall
be considered also to mean and refer to any subsequent amendment or replacement
of that statute or regulation. This document has been executed and delivered in
the State of MINNESOTA and has been drawn in conformity to the laws of that
State and shall be construed and enforced in accordance with the laws of the
State of MINNESOTA.

SECTION 2

PARTICIPATION

2.1. PARTICIPATION. Each employee of the Employer designated by the Organization
Committee of the Board of Directors as eligible to enroll in this Plan shall be
a participant in the Plan as of the first day of the Plan Year with respect to
which the employee first enrolls as Participant. Employees shall be designated
as eligible to enroll on a Plan Year by Plan Year basis. Eligibility to enroll
one Plan Year does not entitle the employee to enroll the next Plan Year.

2.2. ENROLLMENT. Prior to the first day of any Plan Year, an employee who has
been designated as eligible to enroll may make an enrollment for that Plan Year.
A separate enrollment shall be made for each Plan Year. Each such enrollment:

(a) Shall be irrevocable for the remainder of the Plan Year
with respect to which it is made once it has been accepted
by the Principal Sponsor.

FIRST AMENDMENT-EFFECTIVE JANUARY 1, 1994

(b) SHALL DESIGNATE THE AMOUNT OR PORTION OF THE PARTICIPANT'S
INCENTIVE COMPENSATION OR BASE COMPENSATION OR BOTH WHICH
IS EARNED DURING THAT PLAN YEAR (WITHOUT REGARD TO WHETHER
IT WOULD BE PAID DURING THAT OR A SUBSEQUENT PLAN YEAR)
WHICH SHALL NOT BE PAID TO THE PARTICIPANT BUT INSTEAD
SHALL BE ACCUMULATED IN THIS PLAN UNDER SECTION 3 AND
DISTRIBUTED FROM THIS PLAN UNDER SECTION 6. THE AMOUNT OR
PORTION MAY BE DESIGNED AS A DOLLAR AMOUNT OR A
PERCENTAGE. THE AMOUNT OR PORTION OF THE BASE COMPENSATION
THAT CAN BE DESIGNATED SHALL NOT EXCEED FIFTY PERCENT
(50%) OF THE PARTICIPANT'S BASE COMPENSATION.

(c) Shall specify the form in which distribution of the
portion of the Account attributable to that enrollment
shall be made under Section 6 upon the occurrence of an
Event of Maturity (and if such designation is not clearly
made to the contrary shall be deemed to have been an
election of a single lump sum distribution).

(d) Shall specify whether and what amount of the Account
attributable to that enrollment shall be distributed
before an Event of Maturity in accordance with Section
6.2.

(e) Shall be made upon forms furnished by the Principal
Sponsor, shall be made at such time as the Principal
Sponsor shall determine, shall be made before the
beginning of the Plan Year with respect to which it is
made and shall conform to such other procedural and
substantive rules as the Principal Sponsor shall make.

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

SECTION 3

ADJUSTMENT OF ACCOUNTS

3.1. ESTABLISHMENT OF ACCOUNTS. There shall be established for each Participant
an unfunded, bookkeeping Account which shall be adjusted each Valuation Date.

3.2. ADJUSTMENTS OF ACCOUNTS. As of each Valuation Date (the "current Valuation
Date"), the value of each Account determined as of the immediately preceding
Valuation Date (the "initial Account value") shall be increased (or decreased)
by the following adjustments made in the following sequence:

3.2.1. INTERMEDIATE DISTRIBUTIONS SUBTRACTION. The initial Account
value shall be reduced by the total amount distributed in fact to (or with
respect to) the Participant (or forfeited in connection with a distribution)
from such Account as of a date subsequent to the immediately preceding Valuation
Date but prior to the current Valuation Date.

3.2.2. INVESTMENT ADDITION. The initial Account value (as adjusted
above) shall be increased by interest.

(a) The rate shall be determined from time to time by the
Principal Sponsor. Except as provided in Section 8, the
rate may be changed by the Principal Sponsor by amendment
of the Plan Statement without notice to or the consent of
any Participant, former Participant or any Beneficiary.

(b) Beginning January 1, 1992, the rate for each month shall
be determined annually for each Plan Year and shall be
equal to the monthly equivalent of one hundred percent
(100%) of the 10-year Treasury Note 120 month rolling
average (as established on the September 30 of the
preceding Plan Year).

(c) This rate shall be uniform for all Participants for the
same Valuation Date but may change from Valuation Date to
Valuation Date.

3.2.3. DEFERRAL ADDITION. The initial Account value (as adjusted
above) shall be increased by the total amount of incentive compensation, if any,
which would have been paid to the Participant as of a date subsequent to the
immediately preceding Valuation Date but prior to or coincident with the current
Valuation Date but for the enrollment agreement signed by the Participant
pursuant to Section 2.

3.2.4. FINAL DISTRIBUTIONS SUBTRACTION. The initial Account value (as
adjusted above) shall be reduced by the total amount distributed in fact to (or
with respect to) the Participant (or forfeited in connection with a
distribution) from such Account as of the current Valuation Date.

SECTION 4

VESTING OF ACCOUNT

Except as provided in Section 6.2 and Section 6.4 (relating to the forfeiture
for hardship or Change in Control distributions) and Section 8 (relating to the
ability to amend the Plan Statement and terminate the Plan), the Account of each
Participant shall be fully (100%) vested and nonforfeitable at all times.

SECTION 5

MATURITY

5.1. EVENTS OF MATURITY. A Participant's Account shall mature and shall become
distributable in accordance with Section 6 upon the earliest occurrence of any
of the following events while in the employment of the Employer or an Affiliate:

(a) his or her death, or

(b) his or her Termination of Employment from the Employer, or

provided, however, that a termination of the opportunity to make an enrollment
by action of the Organization Committee of the Board of Directors pursuant to
Section 2 or a transfer of employment to an Affiliate that is not an Employer
shall not constitute an Event of Maturity.

5.2. EFFECT OF MATURITY UPON FURTHER PARTICIPATION IN PLAN. On the occurrence of
an Event of Maturity, a Participant shall cease to have any interest in the Plan
other than the right to receive payment of his or her Account as provided in
Section 6 hereof, adjusted from time to time as provided in Section 3.

SECTION 6

DISTRIBUTION

6.1. FORM OF DISTRIBUTION. Upon the occurrence of an Event of Maturity effective
as to a Participant, the Principal Sponsor shall commence payment of such
Participant's Account (reduced by the amount of any applicable payroll,
withholding and other taxes) in the form designated by the Participant in his or
her enrollment. A Participant shall not be required to make application to
receive payment. Distribution shall not be made to any Beneficiary, however,
until such Beneficiary shall have filed a written application for benefits in a
form acceptable to the Principal Sponsor and such application shall have been
approved by the Principal Sponsor.

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1992

6.1.1. FORM OF DISTRIBUTION. DISTRIBUTION SHALL BE MADE IN WHICHEVER
OF THE FOLLOWING FORMS AS THE PARTICIPANT SHALL HAVE DESIGNATED IN WRITING AT
THE TIME OF HIS OR HER ENROLLMENT (TO THE EXTENT THAT SUCH ELECTION IS
CONSISTENT WITH THE RULES OF THIS PLAN STATEMENT):

(a) TERM CERTAIN INSTALLMENTS TO PARTICIPANT. IF THE
DISTRIBUTEE IS A PARTICIPANT, THE ACCOUNT AT THE
TERMINATION OF EMPLOYMENT IS AT LEAST TWENTY THOUSAND
DOLLARS ($20,000) AND THE PARTICIPANT HAD ATTAINED
EARLIEST RETIREMENT AGE AT THE TERMINATION OF EMPLOYMENT,
IN A SERIES OF ANNUAL INSTALLMENTS PAYABLE OVER FIFTEEN
(15) YEARS. (FOR THE PURPOSE OF APPLYING THIS DOLLAR
LIMITATION, ALL PORTIONS OF THE ACCOUNT DISTRIBUTABLE IN
FIFTEEN ANNUAL INSTALLMENTS SHALL BE CONSIDERED TOGETHER
NOTWITHSTANDING THAT SUCH AMOUNTS MAY HAVE BEEN
ATTRIBUTABLE TO ENROLLMENTS RELATING TO MORE THAN ONE PLAN
YEAR.)

(b) CONTINUED TERM CERTAIN INSTALLMENTS TO BENEFICIARY. IF THE
DISTRIBUTEE IS A BENEFICIARY OF A DECEASED PARTICIPANT AND
DISTRIBUTION HAD COMMENCED TO THE DECEASED PARTICIPANT
BEFORE HIS OR HER DEATH OVER A FIFTEEN (15) YEAR PERIOD AS
SPECIFIED IN PARAGRAPH (a) ABOVE, IN A SERIES OF ANNUAL
INSTALLMENTS PAYABLE OVER THE REMAINDER OF THE FIFTEEN
(15) YEAR PERIOD.

(c) LUMP SUM. IF THE DISTRIBUTEE IS A PARTICIPANT, IN A SINGLE
LUMP SUM. IF THE DISTRIBUTEE IS A BENEFICIARY OF A
DECEASED PARTICIPANT AND DISTRIBUTION HAD NOT COMMENCED TO
THE DECEASED PARTICIPANT BEFORE HIS OR HER DEATH, IN A
SINGLE LUMP SUM PAYMENT.

6.1.2. TIME OF PAYMENT. Payment shall be made or commenced to a
Participant in accordance with the following rules:

(a) RETIREMENT. If the Participant's Termination of Employment
is on a date on or after the Participant's Earliest
Retirement Age, payment shall be made or commenced as of
the Annual Valuation Date coincident with or immediately
following the Participant's Termination of Employment and
shall be made or commenced as soon as practicable after
such Annual Valuation Date.

(b) DEATH. If the payment is made or commenced on account of
the Participant's death, payment shall be made or
commenced as of the Annual Valuation Date coincident with
or immediately following the Participant's Termination of
Employment and shall be made or commenced as soon as
practicable after such Annual Valuation Date.

(c) OTHER. In all other cases, payment to the Participant
shall be made as of the second Valuation Date subsequent
to the Participant's Termination of Employment and shall
be made as soon as practicable after such second Valuation
Date.

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1992

(d) CODE SS.162(m) DELAY. IF THE PRINCIPAL SPONSOR DETERMINES
THAT DELAYING THE TIME OF THE INITIAL PAYMENTS ARE MADE OR
COMMENCED WOULD INCREASE THE PROBABILITY THAT SUCH
PAYMENTS WOULD BE FULLY DEDUCTIBLE FOR FEDERAL OR STATE
INCOME TAX PURPOSES, THE PRINCIPAL SPONSOR MAY
UNILATERALLY DELAY THE TIME OF THE MAKING OR COMMENCEMENT
OF PAYMENTS FOR UP TO TWENTY-FOUR (24) MONTHS AFTER THE
DATE SUCH PAYMENTS WOULD OTHERWISE BE PAYABLE.

6.1.3. INSTALLMENT AMOUNTS. The amount of the annual installments
shall be determined by dividing the amount of the Account as of the Annual
Valuation Date as of which the installment is being paid by the number of
remaining installment payments to be made (including the payment being
determined).

6.1.4. DEFAULT. If for any reason a Participant shall have failed to
make a timely written designation of form for distribution (including reasons
entirely beyond the control of the Participant), the distribution shall be made
in a single lump sum. No spouse, former spouse, Beneficiary or other person
shall have any right to participate in the Participant's selection of a form of
benefit.

6.2. PREVIOUSLY SCHEDULED DISTRIBUTION.

6.2.1. ENROLLING FOR THE DISTRIBUTION. At the time of enrollment for
each Plan Year, each enrolling Participant shall have the opportunity to elect
to cause the Plan to make a scheduled distribution to the Participant from the
Account of a fixed dollar amount or percentage of Account (not less than $2,000)
as of an Annual Valuation Date designated by the Participant in the enrollment
which distribution shall be made as soon as practicable after such Annual
Valuation Date. The failure to make such a scheduled distribution election one
Plan Year shall not preclude an election in a subsequent Plan Year. Making a
scheduled distribution election for one Plan Year shall not require any such
election in a subsequent Plan Year. The scheduled distribution election that is
made with each Plan Year's enrollment shall relate only to the portion of the
Account that is attributable to that Plan Year's deferrals.

6.2.2. SCHEDULED DISTRIBUTION. As of the Annual Valuation Date
designated by the Participant in his or her enrollment, there shall be
distributed from the Account to the Participant such amount as the Participant
shall have elected to receive from the Account when the Participant enrolled.
Notwithstanding the dollar amount designated by the Participant in his or her
enrollment, if a scheduled distribution is required as of an Annual Valuation
Date and the value of the portion of the Account that is attributable to the
Plan Year's deferrals on such Annual Valuation Date is less than Five Thousand
Dollars ($5,000) the entire Account attributable to that Plan Year's deferrals
shall be distributed. In no event shall such scheduled distributions occur after
the death of the Participant or after any other Event of Maturity with respect
to the Participant. In no event shall such scheduled distributions made pursuant
to an enrollment for a Plan Year exceed the Account attributable to that Plan
Year.

6.3. HARDSHIP DISTRIBUTIONS.

6.3.1. WHEN AVAILABLE. A Participant may receive a hardship
distribution from his or her Account if the Principal Sponsor determines that
such hardship distribution is for a purpose described in Section 6.3.2 and the
conditions in Section 6.3.3 and Section 6.3.4 have been fulfilled. To receive
such a distribution, the Participant must file a written hardship distribution
application with the Principal Sponsor and furnish such documentation as the
Principal Sponsor may require. In the application, the Participant shall specify
the basis for the distribution and the dollar amount to be distributed. If such
hardship distribution is approved by the Principal Sponsor, distribution shall
be made as of the Valuation Date coincident with or next following the approval
of a completed application by the Principal Sponsor and such hardship
distribution shall be made in a lump sum cash payment as soon as
administratively feasible after such Valuation Date. The amount of each hardship
distribution shall be taken from the portion of the Account attributable to the
earliest enrollment (including related earnings) first.

6.3.2. PURPOSES. Hardship distributions shall be allowed under
Section 6.3.1 only if the Participant establishes that the hardship distribution
is to be made on account of an immediate and heavy financial need of the
Participant for which the Participant does not have other available resources.

6.3.3. LIMITATIONS. The amount of the hardship distribution shall not
exceed the amount of the Participant's proven immediate and heavy financial
need. A hardship distribution shall not be made after the death of the
Participant or after the occurrence of any other Event of Maturity. The amount
of approved hardship distribution (and the forfeiture described below) shall not
exceed the value of the Account.

6.3.4. FORFEITURE. Upon the approval of a hardship distribution,
there shall be irrevocably forfeited from the Account of the Participant an
amount equal to ten percent (10%) of the amount approved for distribution.

6.4. CHANGE IN CONTROL DISTRIBUTIONS.

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

6.4.1. WHEN AVAILABLE. A PARTICIPANT OR BENEFICIARY MAY RECEIVE A
DISTRIBUTION OF HIS OR HER ENTIRE ACCOUNT (AFTER REDUCTION FOR THE FORFEITURE
DESCRIBED IN SECTION 6.4.3) IF A FULL CHANGE IN CONTROL OR A QUALIFYING
TERMINATION HAS OCCURRED AND THE CONDITION IN SECTION 6.4.2 HAS BEEN FULFILLED
(A "CHANGE IN CONTROL DISTRIBUTION"). TO RECEIVE SUCH A DISTRIBUTION, THE
PARTICIPANT OR BENEFICIARY MUST FILE A WRITTEN DISTRIBUTION APPLICATION WITH THE
PRINCIPAL SPONSOR. THE PRINCIPAL SPONSOR SHALL APPROVE THE CHANGE IN CONTROL
DISTRIBUTION IF SUCH APPLICATION HAS BEEN FILED AND A FULL CHANGE IN CONTROL OR
A QUALIFYING TERMINATION HAS OCCURRED. DISTRIBUTION OF THE ENTIRE ACCOUNT (AFTER
REDUCTION FOR THE FORFEITURE DESCRIBED IN SECTION 6.4.3) SHALL BE MADE AS OF THE
VALUATION DATE COINCIDENT WITH OR NEXT FOLLOWING THE APPROVAL OF A COMPLETED
APPLICATION BY THE PRINCIPAL SPONSOR. SUCH DISTRIBUTION SHALL BE MADE IN A LUMP
SUM CASH PAYMENT AS SOON AS ADMINISTRATIVELY FEASIBLE AFTER SUCH VALUATION DATE.

6.4.2. LIMITATIONS. THE AMOUNT OF APPROVED CHANGE IN CONTROL
DISTRIBUTION (AND THE FORFEITURE DESCRIBED BELOW) SHALL NOT EXCEED THE VALUE OF
THE ACCOUNT.

6.4.3. FORFEITURE. UPON THE APPROVAL OF A CHANGE IN CONTROL
DISTRIBUTION, THERE SHALL BE IRREVOCABLY FORFEITED FROM THE ACCOUNT OF THE
PARTICIPANT OR BENEFICIARY AN AMOUNT EQUAL TO FIVE PERCENT (5%) OF THE ACCOUNT.

6.5. ACCELERATION OF ANNUAL INSTALLMENTS.

6.5.1. WHEN AVAILABLE. A Participant or Beneficiary who is receiving
annual installments may receive an accelerated payment of his or her entire
Account (after reduction for the forfeiture described in Section 6.5.2). To
receive such an accelerated payment, the Participant or Beneficiary must file a
written payment application with the Principal Sponsor. Payment of the
accelerated payment (after reduction for the forfeiture described in Section
6.5.2) shall be made as of the Annual Valuation Date coincident with or next
following the approval of a completed application by the Principal Sponsor. Such
accelerated payment shall be made in a lump sum cash payment as soon as
administratively feasible after such Valuation Date. The amount of the
accelerated payment shall be equal to the value of the Account as of such Annual
Valuation Date (after reduction for the forfeiture described below).

6.5.2. FORFEITURE. Upon the approval of an accelerated payment, there
shall be irrevocably forfeited from the Account of the Participant or
Beneficiary an amount equal to ten percent (10%) of the Account.

6.6. DESIGNATION OF BENEFICIARIES.

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

6.6.2. FAILURE OF DESIGNATION. If a Participant:

(a) fails to designate a Beneficiary,

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

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

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

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

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

(b) The automatic Beneficiaries specified in Section 6.6.2 and
the Beneficiaries designated by the Participant shall
become fixed at the time of the Participant's death so
that, if a Beneficiary survives the Participant but dies
before the receipt of all payments due such Beneficiary
hereunder, such remaining payments shall be payable to the
representative of such Beneficiary's estate.

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

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

6.8. FACILITY OF PAYMENT. In case of the legal disability, including minority,
of a Participant or Beneficiary entitled to receive any distribution under the
Plan, payment shall be made, if the Principal Sponsor shall be advised of the
existence of such condition:

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

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

Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of the
Principal Sponsor therefor.

SECTION 7

FUNDING OF PLAN

7.1. UNFUNDED AGREEMENT. The obligation of the Employer to make payments under
this Plan constitutes only the unsecured (but legally enforceable) promise of
the Employer to make such payments. The Participant shall have no lien, prior
claim or other security interest in any property of the Employer. The Employer
is not required to establish or maintain any fund, trust or account (other than
a bookkeeping account or reserve) for the purpose of funding or paying the
benefits promised under this Plan. If such a fund is established, the property
therein shall remain the sole and exclusive property of the Employer. The
Employer will pay the cost of this Plan out of its general assets. All
references to accounts, accruals, gains, losses, income, expenses, payments,
custodial funds and the like are included merely for the purpose of measuring
the Employer's obligation to Participants in this Plan and shall not be
construed to impose on the Employer the obligation to create any separate fund
for purposes of this Plan.

If the Employer elects to finance all or a portion of its costs in connection
with this Plan through the purchase of life insurance or other similar
investments, the Participant agrees, as a condition of participation in this
Plan, to cooperate with the Employer in the purchase of such investment to any
extent reasonably required by the Employer and relinquishes any claim he or she
may have either for himself or herself or any beneficiary to the proceeds of any
such investment or any other rights or interests in such investment. If a
Participant fails or refuses to cooperate, then notwithstanding any other
provision of this Plan Statement (including, without limiting the generality of
the foregoing, Section 4) the Employer shall distribute the individual's Account
immediately and the Participant shall not be eligible to enroll in the Plan
again.

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

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

This section shall not prevent the Employer from exercising, in its discretion,
any of the applicable powers and options granted to it upon the occurrence of an
Event of Maturity, as such powers may be conferred upon it by any applicable
provision hereof.

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

SECTION 8

AMENDMENT AND TERMINATION

THE PRINCIPAL SPONSOR RESERVES THE POWER TO AMEND THE PLAN STATEMENT OR
TERMINATE THE PLAN PRIOR TO A FULL CHANGE IN CONTROL. NO SUCH AMENDMENT OF THE
PLAN STATEMENT OR TERMINATION OF THE PLAN, HOWEVER, SHALL REDUCE A PARTICIPANT'S
ACCOUNT EARNED AS OF THE DATE OF SUCH AMENDMENT UNLESS THE PARTICIPANT SO
AFFECTED CONSENTS IN WRITING TO THE AMENDMENT. AFTER A FULL CHANGE IN CONTROL,
THE PLAN CANNOT BE AMENDED OR TERMINATED (AS APPLIED TO PARTICIPANTS WHO ARE
PARTICIPANTS ON THE DATE OF THE FULL CHANGE IN CONTROL) UNLESS:

(a) ALL ACCOUNTS OF ALL PARTICIPANTS AS OF THE DATE OF THE
FULL CHANGE IN CONTROL HAVE BEEN PAID, OR

(b) EIGHTY PERCENT (80%) OF ALL THE PARTICIPANTS AS OF THE
DATE OF THE FULL CHANGE IN CONTROL GIVE WRITTEN CONSENT TO
SUCH AMENDMENT OR TERMINATION.

SECTION 9

DETERMINATIONS -- RULES AND REGULATIONS

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

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

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

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

9.4. CLAIMS PROCEDURE. THE CLAIMS PROCEDURE SET FORTH IN THIS SECTION 9.4 SHALL
BE THE EXCLUSIVE PROCEDURE FOR THE DISPOSITION OF CLAIMS FOR BENEFITS ARISING
UNDER THE PLAN UNTIL SUCH TIME AS A FULL CHANGE IN CONTROL OCCURS.

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

(a) the specific reasons for the denial;

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

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

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

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

9.4.3. GENERAL RULES.

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

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

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

SECTION 10

PLAN ADMINISTRATION

10.1. EMPLOYER.

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

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

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

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

10.3. ADMINISTRATOR. FIRST BANK SYSTEM, INC. shall be the administrator for
purposes of section 3(16)(A) of the Employee Retirement Income Security Act of
1974.

10.4. SERVICE OF PROCESS. In the absence of any designation to the contrary by
the Employer, the Secretary of FIRST BANK SYSTEM, INC. is designated as the
appropriate and exclusive agent for the receipt of service of process directed
to the Plan in any legal proceeding, including arbitration, involving the Plan.

SECTION 11

DISCLAIMERS

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

11.2. SOURCE OF PAYMENT. Neither the Employer nor any of its officers nor any
member of its Organization Committee of the Board of Directors in any way secure
or guarantee the payment of any benefit or amount which may become due and
payable hereunder to any Participant or to any Beneficiary or to any creditor of
a Participant or a Beneficiary. Each Participant, Beneficiary or other person
entitled at any time to payments hereunder shall look solely to the assets of
the Employer for such payments or to the Accounts distributed to any Participant
or Beneficiary, as the case may be, for such payments. In each case where
Accounts shall have been distributed to a former Participant or a Beneficiary or
to the person or any one of a group of persons entitled jointly to the receipt
thereof and which purports to cover in full the benefit hereunder, such former
Participant or Beneficiary, or such person or persons, as the case may be, shall
have no further right or interest in the other assets of the Employer. Neither
the Employer nor any of its officers nor any member of its Board of Directors
shall be under any liability or responsibility for failure to effect any of the
objectives or purposes of the Plan by reason of the insolvency of the Employer.

11.3. DELEGATION. The Employer and its officers and the members of its Board of
Directors shall not be liable for an act or omission of another person with
regard to a responsibility that has been allocated to or delegated to such other
person pursuant to the terms of this Plan Statement or pursuant to procedures
set forth in this Plan Statement.

_________________, 1991 FIRST BANK SYSTEM, INC.

By
-----------------------------------

Its
-------------------------------

APPENDIX A

CHANGE IN CONTROL DEFINITIONS

SECTION 1

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

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

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

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

1.5. BOARD OF DIRECTORS -- the board of directors of FBS.

1.6. COMPANY ENTITY -- FBS, any subsidiary of FBS or any employee benefit plan
of FBS or of any subsidiary of FBS or any entity holding shares of the voting
capital stock of FBS organized, appointed or established for, or pursuant to the
terms of, any such plan.

1.7. CONTINUING DIRECTOR -- any person who is a member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Acquiring Person or an Affiliate (CIC) or Associate of an Acquiring Person,
or a representative of an Acquiring Person or of any such Affiliate (CIC) or
Associate, and who (x) was a member of the Board of Directors as of July 17,
1996 or (y) subsequently becomes a member of the Board of Directors, if such
person's initial nomination for election or initial election to the Board of
Directors has been approved in advance by the Continuing Directors; provided
that any director designated by or on behalf of a Person who has entered into an
agreement with FBS (or who is contemplating entering into such an agreement) to
effect a consolidation or merger of FBS or a Company Entity, or other
reorganization, with or into one or more entities which are not Company
Entities, and any director that serves in connection with the act of the Board
of Directors of increasing the number of directors and filling vacancies in
connection with, or in contemplation of, any such transaction, shall not be
deemed to have received such advance approval for initial nomination or
election, and any such director shall not be deemed to be a Continuing Director;
provided, further, that any such director shall subsequently become a Continuing
Director at such time as a new term of office as a director is approved by FBS's
shareholders at an annual meeting of shareholders occurring subsequent to the
completion of any such transaction (and excluding any annual meeting at which
the shareholders approve any such transaction); and, provided, further, that in
the case of a Permitted Transaction, any such director shall not become a
Continuing Director until the later of (i) the end of the three-year period
following consummation of such Permitted Transaction or (ii) such time as a new
term of office as a director is approved by FBS's shareholders at an annual
meeting of shareholders occurring subsequent to the completion of such Permitted
Transaction.

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

1.9. FULL CHANGE IN CONTROL -- shall mean:

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

(b) the Continuing Directors cease to constitute a majority of
the Board of Directors of FBS or the Resulting
Corporation, except in accordance with the terms of a
Permitted Transaction and except as a result of the death,
retirement or disability of one or more Continuing
Directors (unless any such death, retirement or disability
occurs following a Permitted Transaction and any vacancies
created thereby are not filled in accordance with the
terms of the written agreement governing such Permitted
Transaction); or

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

1.10. PARTIAL CHANGE IN CONTROL -- shall mean:

(a) a consolidation or merger of FBS or a Company Entity, or
other reorganization, with or into one or more entities
which are not Company Entities, as a result of which less
than 60% of the outstanding voting securities of the
Resulting Corporation are, or are to be, owned by former
shareholders of FBS as determined immediately prior to
consummation of such transaction (excluding voting
securities of the Resulting Corporation owned, or to be
owned, by such shareholders by reason of their ownership
prior to such transaction of securities of any entity
other than FBS) and as a result of which the Continuing
Directors constitute (i) more than 50% of the Board of
Directors of the Resulting Corporation or (ii) exactly 50%
of the Board of Directors of the Resulting Corporation if
the transaction resulting in such event is a Permitted
Transaction; or

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

1.11. PERMITTED TRANSACTION -- a transaction in which, pursuant to a written
agreement between FBS and all Persons who have entered into an agreement with
FBS to effect a transaction described in paragraph (a)of the definition of
Partial Change in Control, it is agreed that (w) the Chief Executive Officer of
FBS immediately prior to the consummation of such transaction shall be the Chief
Executive Officer of the Resulting Corporation for not less than three years
following consummation of such transaction, (x) upon termination of service of
any Continuing Director for any reason, including upon death, disability or
retirement, prior to the expiration of such director's term during such
three-year period, the vacancy thereby created shall be filled by a nominee
selected solely by the Continuing Directors, (y) upon expiration of the term of
any such director during such three-year period, the nominee to succeed such
director shall be selected solely by the Continuing Directors and (z) the
parties will take other appropriate steps to ensure that the Board of Directors
of the Resulting Corporation will be evenly divided between Continuing Directors
and all directors designated by other parties to the transaction during such
three-year period.

1.12. PERSON-- shall have the meaning ascribed to such term as such term is used
in Sections 13(d) and 14(d) of the Exchange Act.

1.13. QUALIFYING TERMINATION -- a termination of employment of a Participant
prior to a Full Change in Control or prior to or following a Partial Change in
Control that results in such Participant becoming entitled to receive change in
control related severance payments pursuant to the terms of the change in
control provisions of an employment contract, an individual change in control
severance agreement, the First Bank System, Inc. Senior Management Change in
Control Severance Pay Plan (including any successor plan thereto), the First
Bank System, Inc. Middle Management Change in Control Severance Pay Program
(including any successor program thereto) or the First Bank System, Inc.
Broad-Based Change in Control Severance Pay Program (including any successor
program thereto).

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

COMPOSITE COPY

FIRST BANK SYSTEM, INC.
INDEPENDENT DIRECTOR
RETIREMENT AND DEATH BENEFIT PLAN
(1991 RESTATEMENT)

First Effective January 1, 1987
As Amended and Restated Effective May 15, 1991

AND

As Amended By

The FIRST AMENDMENT Adopted February 15, 1995
But Effective January 1, 1995

The SECOND AMENDMENT Adopted July 17, 1996
But Effective January 1, 1996

The THIRD AMENDMENT Adopted July 17, 1996
But Effective July 17, 1996

NOTE: Material added or modified by the First, Second and Third Amendments
is shown in italics. Modified section numbers are not generally shown
in italics. Material deleted without replacement is indicated by a
(triangle symbol).

FIRST BANK SYSTEM, INC.
INDEPENDENT DIRECTOR
RETIREMENT AND DEATH BENEFIT PLAN
(1991 RESTATEMENT)

TABLE OF CONTENTS

PAGE

SECTION 1. INTRODUCTION ................................................. 1

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

SECTION 2. ELIGIBILITY .................................................. 6

SECTION 3. SUPPLEMENTAL RETIREMENT BENEFITS ............................. 7

3.1. Supplemental Retirement Pension
3.1.1. When Available
3.1.2. Amount
3.1.3. Form of Pension
3.2. Change in Control
3.3. Facility of Payment

SECTION 4. DEATH BENEFITS ............................................... 8

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

SECTION 5. FUNDING OF PLAN .............................................. 11

5.1. Unfunded Agreement
5.2. Spendthrift Provision

SECTION 6. AMENDMENT AND TERMINATION .................................... 11

SECTION 7. DETERMINATIONS-- RULES AND REGULATIONS ....................... 12

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

SECTION 8. PLAN ADMINISTRATION .......................................... 12

8.1. FBS
8.2. Conflict of Interest

SECTION 9. DISCLAIMERS .................................................. 13

FIRST BANK SYSTEM, INC.
INDEPENDENT DIRECTOR
RETIREMENT AND DEATH BENEFIT PLAN
(1991 RESTATEMENT)

SECTION 1

INTRODUCTION

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

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

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

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

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

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

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

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.3. CHANGE IN CONTROL DEFINITIONS. WHEN USED HEREIN WITH INITIAL
CAPITAL LETTERS, THE FOLLOWING WORDS RELATING TO THE "CHANGE IN CONTROL"
DEFINITION HAVE THE FOLLOWING MEANINGS:

(a) ACQUIRING PERSON -- SHALL MEAN ANY PERSON WHO OR WHICH,
TOGETHER WITH ALL AFFILIATES AND ASSOCIATES OF SUCH
PERSON, IS THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY,
OF SECURITIES OF FBS REPRESENTING 20% OR MORE OF THE
COMBINED VOTING POWER OF FBS'S THEN OUTSTANDING
SECURITIES, BUT SHALL NOT INCLUDE ANY COMPANY ENTITY.

(b) AFFILIATE-- SHALL HAVE THE MEANING ASCRIBED TO THE TERM
"AFFILIATE" IN RULE 12b-2 PROMULGATED UNDER THE EXCHANGE
ACT.

(d) BENEFICIAL OWNER-- SHALL HAVE THE MEANING ASCRIBED TO SUCH
TERM IN RULE 13d-3 PROMULGATED UNDER THE EXCHANGE ACT.

(e) BOARD OF DIRECTORS -- SHALL MEAN THE BOARD OF DIRECTORS OF
FBS.

(f) CHANGE IN CONTROL-- SHALL MEAN A FULL CHANGE IN CONTROL OR
A PARTIAL CHANGE IN CONTROL.

(g) COMPANY ENTITY-- SHALL MEAN FBS, ANY SUBSIDIARY OF FBS OR
ANY EMPLOYEE BENEFIT PLAN OF FBS OR OF ANY SUBSIDIARY OF
FBS OR ANY ENTITY HOLDING SHARES OF THE VOTING CAPITAL
STOCK OF FBS ORGANIZED, APPOINTED OR ESTABLISHED FOR, OR
PURSUANT TO THE TERMS OF, ANY SUCH PLAN.

(h) CONTINUING DIRECTOR-- SHALL MEAN ANY PERSON WHO IS A
MEMBER OF THE BOARD OF DIRECTORS, WHILE SUCH PERSON IS A
MEMBER OF THE BOARD OF DIRECTORS, WHO IS NOT AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
PERSON, OR A REPRESENTATIVE OF AN ACQUIRING PERSON OR OF
ANY SUCH AFFILIATE OR ASSOCIATE, AND WHO (x) WAS A MEMBER
OF THE BOARD OF DIRECTORS AS OF JULY 17, 1996 OR (y)
SUBSEQUENTLY BECOMES A MEMBER OF THE BOARD OF DIRECTORS,
IF SUCH PERSON'S INITIAL NOMINATION FOR ELECTION OR
INITIAL ELECTION TO THE BOARD OF DIRECTORS HAS BEEN
APPROVED IN ADVANCE BY THE CONTINUING DIRECTORS; PROVIDED
THAT ANY DIRECTOR DESIGNATED BY OR ON BEHALF OF A PERSON
WHO HAS ENTERED INTO AN AGREEMENT WITH FBS (OR WHO IS
CONTEMPLATING ENTERING INTO SUCH AN AGREEMENT) TO EFFECT A
CONSOLIDATION OR MERGER OF FBS OR A COMPANY ENTITY, OR
OTHER REORGANIZATION, WITH OR INTO ONE OR MORE ENTITIES
WHICH ARE NOT COMPANY ENTITIES, AND ANY DIRECTOR THAT
SERVES IN CONNECTION WITH THE ACT OF THE BOARD OF
DIRECTORS OF INCREASING THE NUMBER OF DIRECTORS AND
FILLING VACANCIES IN CONNECTION WITH, OR IN CONTEMPLATION
OF, ANY SUCH TRANSACTION, SHALL NOT BE DEEMED TO HAVE
RECEIVED SUCH ADVANCE APPROVAL FOR INITIAL NOMINATION OR
ELECTION, AND ANY SUCH DIRECTOR SHALL NOT BE DEEMED TO BE
A CONTINUING DIRECTOR; PROVIDED, FURTHER, THAT ANY SUCH
DIRECTOR SHALL SUBSEQUENTLY BECOME A CONTINUING DIRECTOR
AT SUCH TIME AS A NEW TERM OF OFFICE AS A DIRECTOR IS
APPROVED BY FBS'S SHAREHOLDERS AT AN ANNUAL MEETING OF
SHAREHOLDERS OCCURRING SUBSEQUENT TO THE COMPLETION OF ANY
SUCH TRANSACTION (AND EXCLUDING ANY ANNUAL MEETING AT
WHICH THE SHAREHOLDERS APPROVE ANY SUCH TRANSACTION); AND,
PROVIDED, FURTHER, THAT IN THE CASE OF A PERMITTED
TRANSACTION, ANY SUCH DIRECTOR SHALL NOT BECOME A
CONTINUING DIRECTOR UNTIL THE LATER OF (i) THE END OF THE
THREE-YEAR PERIOD FOLLOWING CONSUMMATION OF SUCH PERMITTED
TRANSACTION OR (ii) SUCH TIME AS A NEW TERM OF OFFICE AS A
DIRECTOR IS APPROVED BY FBS'S SHAREHOLDERS AT AN ANNUAL
MEETING OF SHAREHOLDERS OCCURRING SUBSEQUENT TO THE
COMPLETION OF SUCH PERMITTED TRANSACTION.

(i) EXCHANGE ACT -- SHALL MEAN THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.

(j) FULL CHANGE IN CONTROL -- SHALL MEAN:

(i) THE PUBLIC ANNOUNCEMENT (WHICH, FOR PURPOSES OF
THIS DEFINITION, SHALL INCLUDE, WITHOUT
LIMITATION, A REPORT FILED PURSUANT TO SECTION
13(d) OF THE EXCHANGE ACT) BY FBS OR ANY PERSON
THAT A PERSON (OTHER THAN A COMPANY ENTITY) HAS
BECOME THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF FBS (x)
REPRESENTING 20% OR MORE, BUT NOT MORE THAN
50%, OF THE COMBINED VOTING POWER OF FBS'S THEN
OUTSTANDING SECURITIES UNLESS THE TRANSACTION
RESULTING IN SUCH OWNERSHIP HAS BEEN APPROVED
IN ADVANCE BY THE CONTINUING DIRECTORS OR (y)
REPRESENTING MORE THAN 50% OF THE COMBINED
VOTING POWER OF FBS'S THEN OUTSTANDING
SECURITIES (REGARDLESS OF ANY APPROVAL BY THE
CONTINUING DIRECTORS); OR

(ii) THE CONTINUING DIRECTORS CEASE TO CONSTITUTE A
MAJORITY OF THE BOARD OF DIRECTORS OF FBS OR
THE RESULTING CORPORATION, EXCEPT IN ACCORDANCE
WITH THE TERMS OF A PERMITTED TRANSACTION AND
EXCEPT AS A RESULT OF THE DEATH, RETIREMENT OR
DISABILITY OF ONE OR MORE CONTINUING DIRECTORS
(UNLESS ANY SUCH DEATH, RETIREMENT OR
DISABILITY OCCURS FOLLOWING A PERMITTED
TRANSACTION AND ANY VACANCIES CREATED THEREBY
ARE NOT FILLED IN ACCORDANCE WITH THE TERMS OF
THE WRITTEN AGREEMENT GOVERNING SUCH PERMITTED
TRANSACTION); OR

(iii) ANY SALE, LEASE, EXCHANGE OR OTHER TRANSFER (IN
ONE TRANSACTION OR A SERIES OF RELATED
TRANSACTIONS) OF ALL OR SUBSTANTIALLY ALL OF
THE CONSOLIDATED ASSETS OF FBS AND ITS
SUBSIDIARIES OR THE ADOPTION OF ANY PLAN OF
LIQUIDATION OR DISSOLUTION OF FBS.

(k) PARTIAL CHANGE IN CONTROL -- SHALL MEAN:

(i) A CONSOLIDATION OR MERGER OF FBS OR A COMPANY
ENTITY, OR OTHER REORGANIZATION, WITH OR INTO
ONE OR MORE ENTITIES WHICH ARE NOT COMPANY
ENTITIES, AS A RESULT OF WHICH LESS THAN 60% OF
THE OUTSTANDING VOTING SECURITIES OF THE
RESULTING CORPORATION ARE, OR ARE TO BE, OWNED
BY FORMER SHAREHOLDERS OF FBS AS DETERMINED
IMMEDIATELY PRIOR TO CONSUMMATION OF SUCH
TRANSACTION (EXCLUDING VOTING SECURITIES OF THE
RESULTING CORPORATION OWNED, OR TO BE OWNED, BY
SUCH SHAREHOLDERS BY REASON OF THEIR OWNERSHIP
PRIOR TO SUCH TRANSACTION OF SECURITIES OF ANY
ENTITY OTHER THAN FBS) AND AS A RESULT OF WHICH
THE CONTINUING DIRECTORS CONSTITUTE (i) MORE
THAN 50% OF THE BOARD OF DIRECTORS OF THE
RESULTING CORPORATION OR (ii) EXACTLY 50% OF
THE BOARD OF DIRECTORS OF THE RESULTING
CORPORATION IF THE TRANSACTION RESULTING IN
SUCH EVENT IS A PERMITTED TRANSACTION; OR

(ii) THE PUBLIC ANNOUNCEMENT (WHICH, FOR PURPOSES OF
THIS DEFINITION, SHALL INCLUDE, WITHOUT
LIMITATION, A REPORT FILED PURSUANT TO SECTION
13(d) OF THE EXCHANGE ACT) BY FBS OR ANY PERSON
THAT A PERSON (OTHER THAN A COMPANY ENTITY) HAS
BECOME THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF FBS REPRESENTING
20% OR MORE, BUT NOT MORE THAN 50%, OF THE
COMBINED VOTING POWER OF FBS'S THEN OUTSTANDING
SECURITIES IF THE TRANSACTION RESULTING IN SUCH
OWNERSHIP HAS BEEN APPROVED IN ADVANCE BY THE
CONTINUING DIRECTORS.

(l) PERMITTED TRANSACTION-- SHALL MEAN A TRANSACTION IN WHICH,
PURSUANT TO A WRITTEN AGREEMENT BETWEEN FBS AND ALL
PERSONS WHO HAVE ENTERED INTO AN AGREEMENT WITH FBS TO
EFFECT A TRANSACTION DESCRIBED IN PARAGRAPH (i)OF THE
DEFINITION OF PARTIAL CHANGE IN CONTROL, IT IS AGREED THAT
(w) THE CHIEF EXECUTIVE OFFICER OF FBS IMMEDIATELY PRIOR
TO THE CONSUMMATION OF SUCH TRANSACTION SHALL BE THE CHIEF
EXECUTIVE OFFICER OF THE RESULTING CORPORATION FOR NOT
LESS THAN THREE YEARS FOLLOWING CONSUMMATION OF SUCH
TRANSACTION, (x) UPON TERMINATION OF SERVICE OF ANY
CONTINUING DIRECTOR FOR ANY REASON, INCLUDING UPON DEATH,
DISABILITY OR RETIREMENT, PRIOR TO THE EXPIRATION OF SUCH
DIRECTOR'S TERM DURING SUCH THREE-YEAR PERIOD, THE VACANCY
THEREBY CREATED SHALL BE FILLED BY A NOMINEE SELECTED
SOLELY BY THE CONTINUING DIRECTORS, (y) UPON EXPIRATION OF
THE TERM OF ANY SUCH DIRECTOR DURING SUCH THREE-YEAR
PERIOD, THE NOMINEE TO SUCCEED SUCH DIRECTOR SHALL BE
SELECTED SOLELY BY THE CONTINUING DIRECTORS AND (z) THE
PARTIES WILL TAKE OTHER APPROPRIATE STEPS TO ENSURE THAT
THE BOARD OF DIRECTORS OF THE RESULTING CORPORATION WILL
BE EVENLY DIVIDED BETWEEN CONTINUING DIRECTORS AND ALL
DIRECTORS DESIGNATED BY OTHER PARTIES TO THE TRANSACTION
DURING SUCH THREE-YEAR PERIOD.

(m) PERSON-- SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM AS
SUCH TERM IS USED IN SECTIONS 13(d) AND 14(d) OF THE
EXCHANGE ACT.

(n) RESULTING CORPORATION-- SHALL MEAN THE SURVIVING
CORPORATION IN ANY CONSOLIDATION, MERGER OR OTHER
REORGANIZATION TO WHICH FBS IS A PARTY; PROVIDED, HOWEVER,
THAT IF THE SURVIVING CORPORATION IN ANY SUCH TRANSACTION
IS A SUBSIDIARY OF ANOTHER CORPORATION, THEN THE RESULTING
CORPORATION IS THE ULTIMATE PARENT CORPORATION OF SUCH
SURVIVING CORPORATION; AND PROVIDED, FURTHER, THAT IN THE
EVENT OF A CONSOLIDATION, MERGER OR OTHER REORGANIZATION
TO WHICH A COMPANY ENTITY (OTHER THAN FBS) IS A PARTY,
THEN FBS SHALL BE DEEMED THE RESULTING CORPORATION.

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

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1996

1.2.5. DIRECTOR SERVICE -- A MEASURE OF A DIRECTOR'S SERVICE AS A
DIRECTOR (STATED AS A NUMBER OF MONTHS) WHICH IS EQUAL TO THE TOTAL COMPLETED
MONTHS OF THE INDIVIDUAL'S SERVICE AS A DIRECTOR (IRRESPECTIVE OF ANY
TERMINATION OF SERVICE AND SUBSEQUENT REENTRY INTO SERVICE AS A DIRECTOR);
SUBJECT, HOWEVER, TO THE FOLLOWING:

(a) PRE-EFFECTIVE SERVICE. DIRECTOR SERVICE SHALL BE CREDITED
FOR ANY PERIOD OF SERVICE COMPLETED BEFORE JANUARY 1,
1991, AS IF THIS PLAN STATEMENT WERE THEN IN EFFECT.

(b) SUBSIDIARY SERVICE. IN THE CASE OF A DIRECTOR WHO HAS
PERFORMED AT LEAST ONE (1) MONTH OF ACTUAL DIRECTOR
SERVICE, DIRECTOR SERVICE SHALL BE CREDITED FOR SERVICES
PERFORMED AS A MEMBER OF THE BOARD OF DIRECTORS OF ANY
CORPORATION WHICH IS AN EIGHTY PERCENT (80%) OR GREATER
SUBSIDIARY OF FBS (WHILE SUCH CORPORATION WAS AT LEAST AN
EIGHTY PERCENT SUBSIDIARY OF FBS) AS IF SUCH SERVICE WERE
PERFORMED AS A DIRECTOR FOR FBS.

(c) ACQUIRED ENTITIES SERVICE. IN THE CASE OF A DIRECTOR WHO
HAS PERFORMED AT LEAST ONE (1) MONTH OF ACTUAL DIRECTOR
SERVICE, DIRECTOR SERVICE SHALL BE CREDITED FOR
PRE-ACQUISITION SERVICES PERFORMED AS A MEMBER OF THE
BOARD OF DIRECTORS OF ANY CORPORATION IF NOT LESS THAN
NINETY-FIVE PERCENT (95%) OF ITS CAPITAL STOCK OF THAT
CORPORATION IS DIRECTLY OR INDIRECTLY ACQUIRED BY FBS AS
IF SUCH PRE-ACQUISITION SERVICES WERE PERFORMED AS A
DIRECTOR FOR FBS; PROVIDED, HOWEVER, THAT SUCH SERVICE
SHALL BE CREDITED ONLY IF THE DIRECTOR AGREES TO HAVE
OFFSET FROM BENEFITS DUE UNDER THIS PLAN THE VALUE OF
BENEFITS ATTRIBUTABLE SUCH SERVICE IN A FAIR AND EQUITABLE
MANNER AS DETERMINED BY THE ORGANIZATION COMMITTEE OF THE
BOARD OF DIRECTORS.

(d) ADVISORY BOARDS SERVICE. IN THE CASE OF A DIRECTOR WHO HAS
PERFORMED AT LEAST ONE (1) MONTH OF ACTUAL DIRECTOR
SERVICE, DIRECTOR SERVICE SHALL BE CREDITED FOR SERVICES
PERFORMED AS A MEMBER OF AN ADVISORY BOARD OF ANY
SUBSIDIARY DESCRIBED IN (b) ABOVE OR ANY ACQUIRED ENTITY
DESCRIBED IN (c) ABOVE AS IF SUCH SERVICE WERE PERFORMED
AS A DIRECTOR FOR FBS; PROVIDED, HOWEVER, THAT SUCH
SERVICE SHALL BE CREDITED ONLY IF THE DIRECTOR AGREES TO
HAVE OFFSET FROM BENEFITS DUE UNDER THIS PLAN THE VALUE OF
BENEFITS ATTRIBUTABLE SUCH SERVICE IN A FAIR AND EQUITABLE
MANNER AS DETERMINED BY THE ORGANIZATION COMMITTEE OF THE
BOARD OF DIRECTORS.

(e) EXCLUDED SERVICE. DIRECTOR SERVICE SHALL NOT BE CREDITED
FOR ANY PERIOD OF SERVICE DURING WHICH THE DIRECTOR IS A
COMMON LAW EMPLOYEE OF FBS OR ANY OF ITS SUBSIDIARY
CORPORATIONS OR ACQUIRED ENTITIES.

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.6. FBS -- FIRST BANK SYSTEM, INC., a Delaware corporation, OR ANY
SUCCESSOR THERETO.

1.2.7. PLAN -- the supplemental retirement and death benefit program
maintained by FBS for the Board of Directors eligible to participate therein, as
first set forth in the Prior Plan Statement effective February 18, 1987, and as
amended and restated in the Plan Statement. (As used herein, "Plan" does not
refer to the documents pursuant to which the Plan is maintained. Those documents
are referred to herein as the "Prior Plan Statement" and the "Plan Statement.")
The Plan shall be referred to as the "FIRST BANK SYSTEM, INC.
INDEPENDENT DIRECTOR RETIREMENT AND DEATH BENEFIT PLAN."

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

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

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

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

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

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

(triangle symbol)

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

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

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

(b) The Director resigns voluntarily.

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

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

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

1.3. RULES OF INTERPRETATION. An individual shall be considered to have attained
a given age on his birthday for that age (and not on the day before). The
birthday of any individual born on a February 29 shall be deemed to be February
28 in any year that is not a leap year. Notwithstanding any other provision of
this Plan Statement or any election or designation made under the Plan, any
individual who feloniously and intentionally kills a Director or Beneficiary
shall be deemed for all purposes of this Plan and all elections and designations
made under this Plan to have died before such Director or Beneficiary. A final
judgment of conviction of felonious and intentional killing is conclusive for
the purposes of this section. In the absence of a conviction of felonious and
intentional killing, FBS shall determine whether the killing was felonious and
intentional for the purposes of this section. Whenever appropriate, words used
herein in the singular may be read in the plural, or words used herein in the
plural may be read in the singular; the masculine may include the feminine; and
the words "hereof," "herein" or "hereunder" or other similar compounds of the
word "here" shall mean and refer to this entire Plan Statement and not to any
particular paragraph or section of this Plan Statement unless the context
clearly indicates to the contrary. The titles given to the various sections of
this Plan Statement are inserted for convenience of reference only and are not
part of this Plan Statement, and they shall not be considered in determining the
purpose, meaning or intent of any provision hereof. Any reference in this Plan
Statement to a statute or regulation shall be considered also to mean and refer
to any subsequent amendment or replacement of that statute or regulation. This
document has been executed and delivered in the State of Minnesota and has been
drawn in conformity to the laws of that State and shall be construed and
enforced in accordance with the laws of the State of Minnesota.

SECTION 2

ELIGIBILITY

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

SECTION 3

SUPPLEMENTAL RETIREMENT BENEFITS

3.1. SUPPLEMENTAL RETIREMENT PENSION.

3.1.1. WHEN AVAILABLE. Upon the later of:

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

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

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

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

SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1996

3.1.3. FORM OF PENSION. THE FORM OF THE SUPPLEMENTAL RETIREMENT
PENSION IS AN ANNUITY PAYABLE ANNUALLY ON OR ABOUT EACH MAY 1.

(a) IF, AT THE DIRECTOR'S TERMINATION OF SERVICE, THE DIRECTOR
WAS AT LEAST AGE SIXTY-SEVEN (67) YEARS OR HAD COMPLETED
ONE HUNDRED FORTY-FOUR (144) MONTHS OF DIRECTOR SERVICE
(i.e., THE DIRECTOR IS ENTITLED TO A LIFETIME ANNUITY),

(i) THE FIRST PAYMENT SHALL BE DUE ON THE MAY 1
COINCIDENT WITH OR NEXT FOLLOWING THE LATER OF
THE DIRECTOR'S TERMINATION OF SERVICE, OR THE
DIRECTOR'S ATTAINMENT OF AGE SIXTY-SEVEN (67)
YEARS, AND

(ii) THE LAST PAYMENT TO THE DIRECTOR SHALL BE DUE
ON THE MAY 1 IMMEDIATELY PRECEDING THE DATE ON
WHICH THE DIRECTOR DIES.

(b) IN ALL OTHER CASES,

(i) THE FIRST PAYMENT SHALL BE DUE ON THE MAY 1
COINCIDENT WITH OR NEXT FOLLOWING THE LATER OF
THE DIRECTOR'S TERMINATION OF SERVICE OR THE
DIRECTOR'S ATTAINMENT OF AGE SIXTY-FIVE (65)
YEARS, AND

(ii) THE LAST PAYMENT TO THE DIRECTOR SHALL BE DUE
ON THE DATE ON WHICH THE TENTH ANNUAL PAYMENT
IS MADE OR, IF EARLIER, ON THE MAY 1
IMMEDIATELY PRECEDING THE DATE ON WHICH THE
DIRECTOR DIES.

PROVIDED, HOWEVER, IF THE PAYMENT OF THE SUPPLEMENTAL RETIREMENT PENSION IS ON
ACCOUNT OF THE DISABILITY OF THE DIRECTOR, THE FIRST PAYMENT SHALL BE DUE ON THE
MAY 1 COINCIDENT WITH OR NEXT FOLLOWING THE DIRECTOR'S TERMINATION OF SERVICE.

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

3.2. CHANGE IN CONTROL. FOR THE PURPOSE OF THIS SECTION 3, ALL DIRECTORS SHALL
BE DEEMED TO HAVE HAD A TERMINATION OF SERVICE ON THE DATE OF A FULL CHANGE IN
CONTROL IF THEY HAVE NOT PREVIOUSLY HAD A TERMINATION OF SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLAN STATEMENT, IN THE EVENT OF
A FULL CHANGE IN CONTROL, THE REMAINING BENEFITS PAYABLE HEREUNDER (WHETHER
PAYABLE TO DIRECTORS WHO ARE DEEMED TO HAVE HAD A TERMINATION OF SERVICE,
PAYABLE TO DIRECTORS WHO HAVE PREVIOUSLY HAD A TERMINATION OF SERVICE, WITHOUT
REGARD TO WHETHER PAYMENT OF THEIR BENEFITS HAS BEGUN, OR PAYABLE WITH RESPECT
TO DIRECTORS WHO HAVE PREVIOUSLY DIED) SHALL BE COMMUTED TO THEIR PRESENT VALUE
AS OF THE DATE OF SUCH FULL CHANGE IN CONTROL. THE COMMUTED BENEFITS SHALL BE
PAID IN A SINGLE LUMP SUM PAYMENT WITHIN THIRTY (30) DAYS FOLLOWING THE DATE OF
SUCH FULL CHANGE IN CONTROL.

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

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

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

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

SECTION 4

DEATH BENEFITS

4.1. DEATH BEFORE BENEFIT COMMENCEMENT.

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

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

(triangle symbol)

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

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

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

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

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

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

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

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

4.3. DESIGNATION OF BENEFICIARIES.

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

4.3.2. FAILURE OF DESIGNATION. If a Director:

(a) fails to designate a Beneficiary,

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

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

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

4.3.3. DISCLAIMERS BY BENEFICIARIES. A Beneficiary entitled to a
distribution of all or a portion of a deceased Director's benefit may disclaim
an interest therein subject to the following requirements. To be eligible to
disclaim, a Beneficiary must be a natural person, must not have received a
distribution of all or any portion of the benefit at the time such disclaimer is
executed and delivered, and must have attained at least age twenty-one (21)
years as of the date of the Director's death. Any disclaimer must be in writing
and must be executed personally by the Beneficiary before a notary public. A
disclaimer shall state that the Beneficiary's entire interest in the
undistributed benefit is disclaimed or shall specify what portion thereof is
disclaimed. To be effective, duplicate original executed copies of the
disclaimer must be both executed and actually delivered to FBS after the date of
the Director's death but not later than one hundred eighty (180) days after the
date of the Director's death. A disclaimer shall be irrevocable when delivered
to FBS. A disclaimer shall be considered to be delivered to FBS only when
actually received by FBS. FBS shall be the sole judge of the content,
interpretation and validity of a purported disclaimer. Upon the filing of a
valid disclaimer, the Beneficiary shall be considered not to have survived the
Director as to the interest disclaimed. A disclaimer by a Beneficiary shall not
be considered to be a transfer of an interest in violation of the provisions of
Section 5. No other form of attempted disclaimer shall be recognized by FBS.

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

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

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

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

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

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

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

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

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

SECTION 5

FUNDING OF PLAN

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

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

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

THIRD AMENDMENT-EFFECTIVE JULY 17, 1996

SECTION 6

AMENDMENT AND TERMINATION

FBS RESERVES THE POWER TO AMEND OR TERMINATE THE PLAN PRIOR TO A FULL CHANGE IN
CONTROL. NO AMENDMENT OF THE PLAN, HOWEVER, SHALL REDUCE A DIRECTOR'S BENEFITS
EARNED AS OF THE DATE OF SUCH AMENDMENT UNLESS THE DIRECTOR SO AFFECTED CONSENTS
IN WRITING TO THE AMENDMENT. BENEFITS EARNED AS OF THE DATE OF AN AMENDMENT
SHALL BE DETERMINED AS IF THE DIRECTOR HAD A TERMINATION OF SERVICE ON THAT
DATE. AFTER A FULL CHANGE IN CONTROL, THE PLAN CANNOT BE AMENDED OR TERMINATED
(AS APPLIED TO DIRECTORS WHO ARE DIRECTORS ON THE DATE OF THE FULL CHANGE IN
CONTROL) UNLESS:

(a) ALL BENEFITS EARNED BY ALL DIRECTORS AS OF THE DATE OF THE
FULL CHANGE IN CONTROL HAVE BEEN PAID, OR

(b) A MAJORITY OF THE CONTINUING DIRECTORS (AS DEFINED IN
SECTION 1.2.3) AS OF THE DATE OF THE FULL CHANGE IN
CONTROL GIVE WRITTEN CONSENT TO SUCH AMENDMENT OR
TERMINATION.

THE FOREGOING RESTRICTIONS AND LIMITATIONS ON THE ABILITY TO AMEND AND TERMINATE
THE PLAN SHALL NOT BE EFFECTIVE, HOWEVER, IF, WITHIN TEN (10) BUSINESS DAYS
FOLLOWING THE DATE OF THE FULL CHANGE IN CONTROL, A MAJORITY OF THE MEMBERS OF
THE ORGANIZATION COMMITTEE OF THE BOARD OF DIRECTORS DETERMINES IN ITS SOLE
DISCRETION THAT SUCH RESTRICTIONS AND LIMITATIONS SHALL NOT APPLY WITH RESPECT
TO SUCH FULL CHANGE IN CONTROL.

SECTION 7

DETERMINATIONS -- RULES AND REGULATIONS

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

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

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

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

SECTION 8

PLAN ADMINISTRATION

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

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

SECTION 9

DISCLAIMERS

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

COMPOSITE COPY

FIRST BANK SYSTEM, INC.
DIRECTORS' DEFERRAL PLAN
(1991 RESTATEMENT)

First Effective January 1, 1988
As Amended and Restated Effective January 1, 1991

AND

As Amended By

The FIRST AMENDMENT Adopted July 17, 1996
But Effective July 17, 1996

NOTE: Material added or modified by the First Amendment is shown in italics.
Modified section numbers are not generally shown in italics.

FIRST BANK SYSTEM, INC.
DIRECTORS' DEFERRAL PLAN
(1991 RESTATEMENT)

TABLE OF CONTENTS

PAGE

SECTION 1. INTRODUCTION ................................................. 1

1.1. Restatement of Plan
1.2. Definitions
1.2.1. Account
1.2.2. Annual Valuation Date
1.2.3. Beneficiary
1.2.4. Director
1.2.5. Event of Maturity
1.2.6. FBS
1.2.7. Plan
1.2.8. Plan Statement
1.2.9. Plan Year
1.2.10. Prior Plan Statement
1.2.11. Valuation Date
1.3. Rules of Interpretation
1.4. Additional Definitions
1.4.1. Acquiring Person
1.4.2. Affiliate
1.4.3. Associate
1.4.4. Beneficial Owner
1.4.5. Board of Directors
1.4.6. Company Entity
1.4.7. Continuing Director
1.4.8. Exchange Act
1.4.9. Full Change In Control
1.4.10. Partial Change in Control
1.4.11. Permitted Transaction
1.4.12. Person
1.4.13. Resulting Corporation

SECTION 2. PARTICIPATION ................................................ 5

2.1. Participation
2.2. Enrollment
2.3. Prior Years' Enrollments

SECTION 3. ADDITIONS TO ACCOUNTS ........................................ 5

SECTION 4. ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS ..................... 6

4.1. Establishment of Accounts
4.2. Valuation of Accounts
4.2.1. Intermediate Distributions Adjustment
4.2.2. Investment Adjustment for Account
4.2.3. Contribution Adjustment
4.2.4. Final Distributions Adjustment

SECTION 5. VESTING OF ACCOUNT ........................................... 6

SECTION 6. MATURITY ..................................................... 6

6.1. Events of Maturity
6.2. Determination of Account
6.3. Effect of Maturity upon Further Participation in Plan

SECTION 7. DISTRIBUTION ................................................. 7

7.1. Time of Distribution
7.1.1. Form of Distribution
7.1.2. Time of Distribution
7.1.3. Substantially Equal
7.1.4. Default
7.1.5. Change In Control
7.2. Designation of Beneficiaries
7.2.1. Right To Designate
7.2.2. Failure of Designation
7.2.3. Disclaimers by Beneficiaries
7.2.4. Definitions
7.2.5. Special Rules
7.2.6. No Spousal Rights
7.3. Death Prior to Full Distribution
7.4. Facility of Payment

SECTION 8. FUNDING OF PLAN .............................................. 11

8.1. Unfunded Agreement
8.2. Spendthrift Provision

SECTION 9. AMENDMENT AND TERMINATION .................................... 11

SECTION 10. DETERMINATIONS-- RULES AND REGULATIONS ....................... 12

10.1. Determinations
10.2. Rules and Regulations
10.3. Method of Executing Instruments
10.4. Claims Procedure
10.4.1. Original Claim
10.4.2. Claims Review Procedure
10.4.3. General Rules
10.5. Information Furnished by Directors

SECTION 11. PLAN ADMINISTRATION .......................................... 13

11.1. FBS
11.2. Conflict of Interest

SECTION 12. DISCLAIMERS .................................................. 14

FIRST BANK SYSTEM, INC.
DIRECTORS' DEFERRAL PLAN
(1991 RESTATEMENT)

SECTION 1

INTRODUCTION

1.1. RESTATEMENT OF PLAN. Effective January 1, 1988, FIRST BANK SYSTEM, INC., a
Delaware corporation (hereinafter sometimes referred to as "FBS") authorized the
creation of a nonqualified, unfunded, directors' deferral plan for the purpose
of allowing Directors who are not full-time salaried employees of FBS to defer
the receipt of directors' fees which would otherwise be paid to the Director.
FBS created and established a series of substantially identical annual
directors' deferral plans, effective as of January 1, 1988. They were set forth
in documents referred to collectively as the "Prior Plan Statement." FBS has
reserved the power to amend and terminate the Prior Plan Statement from time to
time. FBS now desires to exercise that reserved power of amendment by the
adoption of this Plan Statement effective as January 1, 1991.

1.2. DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:

1.2.1. ACCOUNT -- the separate bookkeeping account representing the
unfunded and unsecured general obligation of FBS established with respect to
each Director to which is credited the dollar amounts specified in Section 3 and
Section 4 and from which are subtracted payments made pursuant to Section 5 and
Section 7. To the extent necessary to accommodate different distribution
elections made pursuant to Section 2, the Account shall be maintained as
separate sub-accounts in sufficient number to accommodate each such distribution
election.

1.2.2. ANNUAL VALUATION DATE -- each December 31.

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

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

1.2.5. EVENT OF MATURITY-- any of the occurrences described in
Section 6 by reason of which a Director or Beneficiary may become entitled to a
distribution from the Plan.

FIRST AMENDMENT-EFFECTIVE JULY 17, 1996

1.2.6. FBS -- FIRST BANK SYSTEM, INC., a Delaware corporation, OR ANY
SUCCESSOR THERETO.

1.2.7. PLAN -- the income deferral program maintained by FBS
established for the benefit of Directors eligible to participate therein, as
first set forth in the Prior Plan Statement and as amended and restated in this
Plan Statement. (As used herein, "Plan" does not refer to the documents pursuant
to which the Plan is maintained. Those documents are referred to herein as the
"Prior Plan Statement" and the "Plan Statement"). The Plan shall be referred to
as the "FIRST BANK SYSTEM, INC. DIRECTORS' DEFERRAL PLAN."

1.2.8. PLAN STATEMENT -- this document entitled "FIRST BANK SYSTEM,
INC. DIRECTORS' DEFERRAL PLAN (1991 Restatement)" as adopted by the Board of
Directors of FIRST BANK SYSTEM, INC. effective as of January 1, 1991, as the
same may be amended from time to time thereafter.

1.2.9. PLAN YEAR -- the twelve (12) consecutive month period ending
on any Annual Valuation Date.

1.2.10. PRIOR PLAN STATEMENT -- the series of documents pursuant to
which the Plan was established effective as of January 1, 1988, and operated
thereafter until January 1,1991.

1.2.11. VALUATION DATE -- the Annual Valuation Date and such other
dates as FBS, in its discretion, shall determine.

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

FIRST AMENDMENT-EFFECTIVE JULY 17, 1996

1.4. ADDITIONAL DEFINITIONS. WHEN THE FOLLOWING TERMS ARE USED HEREIN WITH
INITIAL CAPITAL LETTERS, THEY SHALL HAVE THE FOLLOWING MEANINGS:

1.4.1. ACQUIRING PERSON -- ANY PERSON WHO OR WHICH, TOGETHER WITH ALL
AFFILIATES AND ASSOCIATES OF SUCH PERSON, IS THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF FBS REPRESENTING 20% OR MORE OF THE COMBINED VOTING
POWER OF FBS'S THEN OUTSTANDING SECURITIES, BUT SHALL NOT INCLUDE ANY COMPANY
ENTITY.

1.4.2. AFFILIATE -- SHALL HAVE THE MEANING ASCRIBED TO THE TERM
"AFFILIATE" IN RULE 12b-2 PROMULGATED UNDER THE EXCHANGE ACT.

1.4.3. ASSOCIATE -- SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN
RULE 12b-2 PROMULGATED UNDER THE EXCHANGE ACT.

1.4.4. BENEFICIAL OWNER -- SHALL HAVE THE MEANING ASCRIBED TO SUCH
TERM IN RULE 13d-3 PROMULGATED UNDER THE EXCHANGE ACT.

1.4.5. BOARD OF DIRECTORS -- THE BOARD OF DIRECTORS OF FBS.

1.4.6. COMPANY ENTITY -- FBS, ANY SUBSIDIARY OF FBS OR ANY EMPLOYEE
BENEFIT PLAN OF FBS OR OF ANY SUBSIDIARY OF FBS OR ANY ENTITY HOLDING SHARES OF
THE VOTING CAPITAL STOCK OF FBS ORGANIZED, APPOINTED OR ESTABLISHED FOR, OR
PURSUANT TO THE TERMS OF, ANY SUCH PLAN.

1.4.7. CONTINUING DIRECTOR -- ANY PERSON WHO IS A MEMBER OF THE BOARD
OF DIRECTORS, WHILE SUCH PERSON IS A MEMBER OF THE BOARD OF DIRECTORS, WHO IS
NOT AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON, OR
A REPRESENTATIVE OF AN ACQUIRING PERSON OR OF ANY SUCH AFFILIATE OR ASSOCIATE,
AND WHO (x) WAS A MEMBER OF THE BOARD OF DIRECTORS AS OF JULY 17, 1996 OR (y)
SUBSEQUENTLY BECOMES A MEMBER OF THE BOARD OF DIRECTORS, IF SUCH PERSON'S
INITIAL NOMINATION FOR ELECTION OR INITIAL ELECTION TO THE BOARD OF DIRECTORS
HAS BEEN APPROVED IN ADVANCE BY THE CONTINUING DIRECTORS; PROVIDED THAT ANY
DIRECTOR DESIGNATED BY OR ON BEHALF OF A PERSON WHO HAS ENTERED INTO AN
AGREEMENT WITH FBS (OR WHO IS CONTEMPLATING ENTERING INTO SUCH AN AGREEMENT) TO
EFFECT A CONSOLIDATION OR MERGER OF FBS OR A COMPANY ENTITY, OR OTHER
REORGANIZATION, WITH OR INTO ONE OR MORE ENTITIES WHICH ARE NOT COMPANY
ENTITIES, AND ANY DIRECTOR THAT SERVES IN CONNECTION WITH THE ACT OF THE BOARD
OF DIRECTORS OF INCREASING THE NUMBER OF DIRECTORS AND FILLING VACANCIES IN
CONNECTION WITH, OR IN CONTEMPLATION OF, ANY SUCH TRANSACTION, SHALL NOT BE
DEEMED TO HAVE RECEIVED SUCH ADVANCE APPROVAL FOR INITIAL NOMINATION OR
ELECTION, AND ANY SUCH DIRECTOR SHALL NOT BE DEEMED TO BE A CONTINUING DIRECTOR;
PROVIDED, FURTHER, THAT ANY SUCH DIRECTOR SHALL SUBSEQUENTLY BECOME A CONTINUING
DIRECTOR AT SUCH TIME AS A NEW TERM OF OFFICE AS A DIRECTOR IS APPROVED BY FBS'S
SHAREHOLDERS AT AN ANNUAL MEETING OF SHAREHOLDERS OCCURRING SUBSEQUENT TO THE
COMPLETION OF ANY SUCH TRANSACTION (AND EXCLUDING ANY ANNUAL MEETING AT WHICH
THE SHAREHOLDERS APPROVE ANY SUCH TRANSACTION); AND, PROVIDED, FURTHER, THAT IN
THE CASE OF A PERMITTED TRANSACTION, ANY SUCH DIRECTOR SHALL NOT BECOME A
CONTINUING DIRECTOR UNTIL THE LATER OF (i) THE END OF THE THREE-YEAR PERIOD
FOLLOWING CONSUMMATION OF SUCH PERMITTED TRANSACTION OR (ii) SUCH TIME AS A NEW
TERM OF OFFICE AS A DIRECTOR IS APPROVED BY FBS'S SHAREHOLDERS AT AN ANNUAL
MEETING OF SHAREHOLDERS OCCURRING SUBSEQUENT TO THE COMPLETION OF SUCH PERMITTED
TRANSACTION.

1.4.8. EXCHANGE ACT -- THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

1.4.9. FULL CHANGE IN CONTROL -- SHALL MEAN:

(a) THE PUBLIC ANNOUNCEMENT (WHICH, FOR PURPOSES OF THIS
DEFINITION, SHALL INCLUDE, WITHOUT LIMITATION, A REPORT
FILED PURSUANT TO SECTION 13(d) OF THE EXCHANGE ACT) BY
FBS OR ANY PERSON THAT A PERSON (OTHER THAN A COMPANY
ENTITY) HAS BECOME THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF FBS (x) REPRESENTING 20% OR
MORE, BUT NOT MORE THAN 50%, OF THE COMBINED VOTING POWER
OF FBS'S THEN OUTSTANDING SECURITIES UNLESS THE
TRANSACTION RESULTING IN SUCH OWNERSHIP HAS BEEN APPROVED
IN ADVANCE BY THE CONTINUING DIRECTORS OR (y) REPRESENTING
MORE THAN 50% OF THE COMBINED VOTING POWER OF FBS'S THEN
OUTSTANDING SECURITIES (REGARDLESS OF ANY APPROVAL BY THE
CONTINUING DIRECTORS); OR

(b) THE CONTINUING DIRECTORS CEASE TO CONSTITUTE A MAJORITY OF
THE BOARD OF DIRECTORS OF FBS OR THE RESULTING
CORPORATION, EXCEPT IN ACCORDANCE WITH THE TERMS OF A
PERMITTED TRANSACTION AND EXCEPT AS A RESULT OF THE DEATH,
RETIREMENT OR DISABILITY OF ONE OR MORE CONTINUING
DIRECTORS (UNLESS ANY SUCH DEATH, RETIREMENT OR DISABILITY
OCCURS FOLLOWING A PERMITTED TRANSACTION AND ANY VACANCIES
CREATED THEREBY ARE NOT FILLED IN ACCORDANCE WITH THE
TERMS OF THE WRITTEN AGREEMENT GOVERNING SUCH PERMITTED
TRANSACTION); OR

(c) ANY SALE, LEASE, EXCHANGE OR OTHER TRANSFER (IN ONE
TRANSACTION OR A SERIES OF RELATED TRANSACTIONS) OF ALL OR
SUBSTANTIALLY ALL OF THE CONSOLIDATED ASSETS OF FBS AND
ITS SUBSIDIARIES OR THE ADOPTION OF ANY PLAN OF
LIQUIDATION OR DISSOLUTION OF FBS.

1.4.10. PARTIAL CHANGE IN CONTROL -- SHALL MEAN:

(a) A CONSOLIDATION OR MERGER OF FBS OR A COMPANY ENTITY, OR
OTHER REORGANIZATION, WITH OR INTO ONE OR MORE ENTITIES
WHICH ARE NOT COMPANY ENTITIES, AS A RESULT OF WHICH LESS
THAN 60% OF THE OUTSTANDING VOTING SECURITIES OF THE
RESULTING CORPORATION ARE, OR ARE TO BE, OWNED BY FORMER
SHAREHOLDERS OF FBS AS DETERMINED IMMEDIATELY PRIOR TO
CONSUMMATION OF SUCH TRANSACTION (EXCLUDING VOTING
SECURITIES OF THE RESULTING CORPORATION OWNED, OR TO BE
OWNED, BY SUCH SHAREHOLDERS BY REASON OF THEIR OWNERSHIP
PRIOR TO SUCH TRANSACTION OF SECURITIES OF ANY ENTITY
OTHER THAN FBS) AND AS A RESULT OF WHICH THE CONTINUING
DIRECTORS CONSTITUTE (i) MORE THAN 50% OF THE BOARD OF
DIRECTORS OF THE RESULTING CORPORATION OR (ii) EXACTLY 50%
OF THE BOARD OF DIRECTORS OF THE RESULTING CORPORATION IF
THE TRANSACTION RESULTING IN SUCH EVENT IS A PERMITTED
TRANSACTION; OR

(b) THE PUBLIC ANNOUNCEMENT (WHICH, FOR PURPOSES OF THIS
DEFINITION, SHALL INCLUDE, WITHOUT LIMITATION, A REPORT
FILED PURSUANT TO SECTION 13(d) OF THE EXCHANGE ACT) BY
FBS OR ANY PERSON THAT A PERSON (OTHER THAN A COMPANY
ENTITY) HAS BECOME THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF FBS REPRESENTING 20% OR MORE,
BUT NOT MORE THAN 50%, OF THE COMBINED VOTING POWER OF
FBS'S THEN OUTSTANDING SECURITIES IF THE TRANSACTION
RESULTING IN SUCH OWNERSHIP HAS BEEN APPROVED IN ADVANCE
BY THE CONTINUING DIRECTORS.

1.4.11. PERMITTED TRANSACTION -- A TRANSACTION IN WHICH, PURSUANT TO
A WRITTEN AGREEMENT BETWEEN FBS AND ALL PERSONS WHO HAVE ENTERED INTO AN
AGREEMENT WITH FBS TO EFFECT A TRANSACTION DESCRIBED IN PARAGRAPH (A)OF THE
DEFINITION OF PARTIAL CHANGE IN CONTROL, IT IS AGREED THAT (w) THE CHIEF
EXECUTIVE OFFICER OF FBS IMMEDIATELY PRIOR TO THE CONSUMMATION OF SUCH
TRANSACTION SHALL BE THE CHIEF EXECUTIVE OFFICER OF THE RESULTING CORPORATION
FOR NOT LESS THAN THREE YEARS FOLLOWING CONSUMMATION OF SUCH TRANSACTION, (x)
UPON TERMINATION OF SERVICE OF ANY CONTINUING DIRECTOR FOR ANY REASON, INCLUDING
UPON DEATH, DISABILITY OR RETIREMENT, PRIOR TO THE EXPIRATION OF SUCH DIRECTOR'S
TERM DURING SUCH THREE-YEAR PERIOD, THE VACANCY THEREBY CREATED SHALL BE FILLED
BY A NOMINEE SELECTED SOLELY BY THE CONTINUING DIRECTORS, (y) UPON EXPIRATION OF
THE TERM OF ANY SUCH DIRECTOR DURING SUCH THREE-YEAR PERIOD, THE NOMINEE TO
SUCCEED SUCH DIRECTOR SHALL BE SELECTED SOLELY BY THE CONTINUING DIRECTORS AND
(z) THE PARTIES WILL TAKE OTHER APPROPRIATE STEPS TO ENSURE THAT THE BOARD OF
DIRECTORS OF THE RESULTING CORPORATION WILL BE EVENLY DIVIDED BETWEEN CONTINUING
DIRECTORS AND ALL DIRECTORS DESIGNATED BY OTHER PARTIES TO THE TRANSACTION
DURING SUCH THREE-YEAR PERIOD.

1.4.12. PERSON-- SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM AS SUCH
TERM IS USED IN SECTIONS 13(d) AND 14(d) OF THE EXCHANGE ACT.

1.4.13. RESULTING CORPORATION -- THE SURVIVING CORPORATION IN ANY
CONSOLIDATION, MERGER OR OTHER REORGANIZATION TO WHICH FBS IS A PARTY; PROVIDED,
HOWEVER, THAT IF THE SURVIVING CORPORATION IN ANY SUCH TRANSACTION IS A
SUBSIDIARY OF ANOTHER CORPORATION, THEN THE RESULTING CORPORATION IS THE
ULTIMATE PARENT CORPORATION OF SUCH SURVIVING CORPORATION; AND PROVIDED,
FURTHER, THAT IN THE EVENT OF A CONSOLIDATION, MERGER OR OTHER REORGANIZATION TO
WHICH A COMPANY ENTITY (OTHER THAN FBS) IS A PARTY, THEN FBS SHALL BE DEEMED THE
RESULTING CORPORATION.

SECTION 2

PARTICIPATION

2.1. PARTICIPATION. Each Director of FBS shall be a participant in the Plan as
of the first day the Director first becomes a Director.

2.2. ENROLLMENT. Prior to the first day of participation, the Director may
enroll in the Plan for the remainder of that Plan Year. Prior to the first day
of any subsequent Plan Year, a Director may make a new enrollment for that Plan
Year. Once made, the enrollment shall be irrevocable for the remainder of the
Plan Year with respect to which it is made. Each such enrollment, whether for
the initial Plan Year or for a subsequent Plan Year, shall:

(a) designate in writing the amount or portion of the
Director's fees which shall not be paid to the Director
but instead shall be accumulated in this Plan under
Section 3 and Section 4 and distributed from this Plan
under Section 6 and Section 7; and

(b) designate in writing the time and form in which the
Account or portion of Account attributable to such Plan
Year's accumulation shall be paid to the Director in
accordance with Section 7.

2.3. PRIOR YEARS' ENROLLMENTS. Notwithstanding the forgoing, elections made by
Directors about the payment of benefits under the Prior Plan Statement
attributable to accumulations for Plan Years ending before January 1, 1991,
shall not be modified by the adoption of this Plan Statement.

SECTION 3

ADDITIONS TO ACCOUNTS

FBS shall credit annually to the Account of each Director such amount as the
Director in his or her sole discretion shall have determined in accordance with
Section 2.2. The amount shall be separately determined by each Director and need
not be equal or bear a uniform relationship to the deferrals of other Directors.
The amount so allocated to a Director shall be credited to such Director's
Account as of the Annual Valuation Date in the Plan Year for which it is made.

SECTION 4

ESTABLISHMENT AND ADJUSTMENT OF ACCOUNTS

4.1. ESTABLISHMENT OF ACCOUNTS. There shall be established for each Director a
bookkeeping Account which shall be valued each Valuation Date.

4.2. VALUATION OF ACCOUNTS. As of each Valuation Date (the "current Valuation
Date"), the value of each Account determined as of the immediately preceding
Valuation Date (the "initial Account value") shall be increased (or decreased)
by the following adjustments made in the following sequence:

4.2.1. INTERMEDIATE DISTRIBUTIONS ADJUSTMENT. The initial Account
value shall be reduced by the total amount distributed in fact to (or with
respect to) the Director from such Account as of a date subsequent to the
immediately preceding Valuation Date but prior to the current Valuation Date.

4.2.2. INVESTMENT ADJUSTMENT FOR ACCOUNT. The initial Account value
of each Director's Account (as adjusted above) shall be increased by interest.
The rate shall be determined from time to time by FBS. The rate may be changed
by FBS without amendment of the Plan Statement and without the consent of any
Director, former Director or any Beneficiary. Beginning January 12, 1991, the
rate for each quarter of the year shall be equal to the weekly average for the
one year Treasury constant maturity rate reported by the Federal Reserve
Statistical Release (H-15) as published immediately following January 1, April
1, July 1 and October 1. This percentage shall be uniform for all Directors for
the same Valuation Date but may change from Valuation Date to Valuation Date.

4.2.3. CONTRIBUTION ADJUSTMENT. The initial Account value (as
adjusted above) shall be increased by the total amount, if any, credited to such
Account under Section 3 as of the current Valuation Date.

4.2.4. FINAL DISTRIBUTIONS ADJUSTMENT. The initial Account value (as
adjusted above) shall be reduced by the total amount distributed in fact to (or
with respect to) the Director from such Account as of the current Valuation
Date.

SECTION 5

VESTING OF ACCOUNT

The Account of each Director shall be fully (100%) vested at all times.

SECTION 6

MATURITY

6.1. EVENTS OF MATURITY. A Director's Account shall mature and shall become
distributable in accordance with Section 7 upon the earliest occurrence of any
of the following events while in the employment of FBS or an Affiliate:

(a) his or her death, or

(b) his or her removal or resignation from the Board of
Directors of FBS, whether voluntary or involuntary, or

(d) termination of the Plan.

6.2. DETERMINATION OF ACCOUNT. Upon the occurrence of an Event of Maturity
effective as to a Director, the value of such Director's Account as of the
Valuation Date coincident with or next following the Event of Maturity shall be
determined.

6.3. EFFECT OF MATURITY UPON FURTHER PARTICIPATION IN PLAN. On the occurrence of
an Event of Maturity, a Director shall cease to have any interest in the Plan
other than the right to receive payment of his or her Account as provided in
Section 7 hereof, adjusted from time to time as provided in Section 4.

SECTION 7

DISTRIBUTION

7.1. TIME OF DISTRIBUTION. Upon the occurrence of an Event of Maturity effective
as to a Director, FBS shall commence payment of such Director's Account (reduced
by the amount of any applicable payroll, withholding and other taxes) in the
form and at the time designated by the Director in his or her enrollment.

7.1.1. FORM OF DISTRIBUTION. Distribution shall be made in whichever
of the following forms as the Director shall have designated in writing:

(a) TERM CERTAIN INSTALLMENTS TO DIRECTOR. If the Distributee
is a Director, in a series of substantially equal annual
installments payable over a designated term not exceeding
ten (10) years.

(b) CONTINUED TERM CERTAIN INSTALLMENTS TO BENEFICIARY. If the
Distributee is a Beneficiary of a deceased Director and
distribution had commenced to the deceased Director over a
ten (10) year period as specified in paragraph (a) above,
in a series of substantially equal annual installments
payable over the remainder of the designated ten (10) year
(or less) period.

(c) INSTALLMENTS TO BENEFICIARIES. If the Distributee is a
Beneficiary of a deceased Director and distribution had
not commenced prior to the Director's death, in a series
of substantially equal annual installments payable over a
designated term not exceeding ten (10) years.

(d) LUMP SUM. If the Distributee is either a Director or a
Beneficiary of a deceased Director, in a single, lump sum
payment.

7.1.2. TIME OF DISTRIBUTION. Distribution shall be made (in the case
of a single lump sum) or commenced (in the case of installments) at whichever of
the following dates as the Director shall have designated in writing:

(i) within thirty (30) days after the Director shall have had
an Event of Maturity;

(ii) during the January following the date the Director shall
have had an Event of Maturity;

(iii) during the January following the date the Director shall
have attained age fifty-five (55) years or, if later, had
an Event of Maturity;

(iv) during the January following the date the Director shall
have attained age sixty-two (62) years or, if later, had
an Event of Maturity;

(v) during the January following the date the Director shall
have attained age sixty-five (65) years or, if later, had
an Event of Maturity;

(vi) within thirty (30) days after the date designated by the
Director in writing or, if later, within thirty (30) days
after the Director shall have had an Event of Maturity.

7.1.3. SUBSTANTIALLY EQUAL. Distributions shall be considered to be
substantially equal if the amount of the distribution required to be made for
each calendar year (the "distribution year") is determined by dividing the
amount of the Account as of the last Valuation Date in the calendar year
immediately preceding the distribution year (such preceding calendar year being
the "valuation year") by the number of remaining installment payments to be made
(including the distribution being determined). The amount of the Account as of
such Valuation Date shall be decreased by the amount of any distributions made
in the valuation year and after such Valuation Date.

7.1.4. DEFAULT. If for any reason a Director shall have failed to
make a written designation of form and time for distribution (including reasons
entirely beyond the control of the Director), the distribution shall be made in
a single lump sum during the January following the date the Director shall have
had an Event of Maturity. No spouse, former spouse, Beneficiary or other person
shall have any right to participate in the Director's selection of a form and
time of benefit.

FIRST AMENDMENT-EFFECTIVE JULY 17, 1996

7.1.5. CHANGE IN CONTROL. NOTWITHSTANDING THE FOREGOING PROVISIONS OF
THIS SECTION OR ANY DESIGNATION MADE BY A DIRECTOR IN THE EVENT OF A FULL CHANGE
IN CONTROL, THE PLAN SHALL BE AUTOMATICALLY TERMINATED AND EVERY ACCOUNT SHALL
BE PAID IN A SINGLE LUMP SUM DISTRIBUTION TO THE DIRECTOR OR BENEFICIARY, AS THE
CASE MAY BE, WITHIN THIRTY (30) DAYS AFTER THE FULL CHANGE IN CONTROL.

7.2. DESIGNATION OF BENEFICIARIES.

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

7.2.2. FAILURE OF DESIGNATION. If a Director:

(a) fails to designate a Beneficiary,

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

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

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

7.2.3. DISCLAIMERS BY BENEFICIARIES. A Beneficiary entitled to a
distribution of all or a portion of a deceased Director's Account may disclaim
an interest therein subject to the following requirements. To be eligible to
disclaim, a Beneficiary must be a natural person, must not have received a
distribution of all or any portion of the Account at the time such disclaimer is
executed and delivered, and must have attained at least age twenty-one (21)
years as of the date of the Director's death. Any disclaimer must be in writing
and must be executed personally by the Beneficiary before a notary public. A
disclaimer shall state that the Beneficiary's entire interest in the
undistributed Account is disclaimed or shall specify what portion thereof is
disclaimed. To be effective, duplicate original executed copies of the
disclaimer must be both executed and actually delivered to FBS after the date of
the Director's death but not later than one hundred eighty (180) days after the
date of the Director's death. A disclaimer shall be irrevocable when delivered
to FBS. A disclaimer shall be considered to be delivered to FBS only when
actually received by FBS. FBS shall be the sole judge of the content,
interpretation and validity of a purported disclaimer. Upon the filing of a
valid disclaimer, the Beneficiary shall be considered not to have survived the
Director as to the interest disclaimed. A disclaimer by a Beneficiary shall not
be considered to be a transfer of an interest in violation of the provisions of
Section 8 and shall not be considered to be an assignment or alienation of
benefits in violation of federal law prohibiting the assignment or alienation of
benefits under this Plan. No other form of attempted disclaimer shall be
recognized by FBS.

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

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

(b) The automatic Beneficiaries specified in Section 7.2.2 and
the Beneficiaries designated by the Director shall become
fixed at the time of the Director's death so that, if a
Beneficiary survives the Director but dies before the
receipt of all payments due such Beneficiary hereunder,
such remaining payments shall be payable to the
representative of such Beneficiary's estate.

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

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

7.3. DEATH PRIOR TO FULL DISTRIBUTION. If a Director dies after an Event of
Maturity but before distribution of such Director's Account has been completed,
the remaining undistributed Account shall be distributed in the same manner as
hereinbefore provided in the Event of Maturity by reason of death. If, at the
death of the Director, any payment to the Director was due or otherwise pending
but not actually paid, the amount of such payment shall be included in the
Account which are payable to the Beneficiary (and shall not be paid to the
Director's estate).

7.4. FACILITY OF PAYMENT. In case of the legal disability, including minority,
of a Director or Beneficiary entitled to receive any distribution under the
Plan, payment shall be made, if FBS shall be advised of the existence of such
condition:

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

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

Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of FBS
therefor.

SECTION 8

FUNDING OF PLAN

8.1. UNFUNDED AGREEMENT. The obligations of FBS to make payments under this Plan
constitutes only the unsecured (but legally enforceable) promise of FBS to make
such payments. The Director shall have no lien, prior claim or other security
interest in any property of FBS. FBS is not required to establish or maintain
any fund, trust or account (other than a bookkeeping account or reserve) for the
purpose of funding or paying the benefits promised under this Plan. If such a
fund is established, the property therein shall remain the sole and exclusive
property of FBS. FBS will pay the cost of this Plan out of its general assets.
All references to accounts, accruals, gains, losses, income, expenses, payments,
custodial funds and the like are included merely for the purpose of measuring
FBS's obligation to Directors in this Plan and shall not be construed to impose
on FBS the obligation to create any separate fund for purposes of this Plan.

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

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

This section shall not prevent FBS from exercising, in its discretion, any of
the applicable powers and options granted to it upon the occurrence of an Event
of Maturity, as such powers may be conferred upon it by any applicable provision
hereof.

FIRST AMENDMENT-EFFECTIVE JULY 17, 1996

SECTION 9

AMENDMENT AND TERMINATION

FBS RESERVES THE POWER TO AMEND OR TERMINATE THE PLAN PRIOR TO A FULL CHANGE IN
CONTROL. NO AMENDMENT OF THE PLAN, HOWEVER, SHALL REDUCE A DIRECTOR'S ACCOUNT
EARNED AS OF THE DATE OF SUCH AMENDMENT UNLESS THE DIRECTOR SO AFFECTED CONSENTS
IN WRITING TO THE AMENDMENT. A DIRECTOR'S ACCOUNT EARNED AS OF THE DATE OF AN
AMENDMENT SHALL BE DETERMINED AS IF THE DIRECTOR HAD AN EVENT OF MATURITY ON
THAT DATE. AFTER A FULL CHANGE IN CONTROL, THE PLAN CANNOT BE AMENDED OR
TERMINATED (AS APPLIED TO DIRECTORS WHO ARE DIRECTORS ON THE DATE OF THE FULL
CHANGE IN CONTROL) UNLESS:

(a) ALL ACCOUNTS OF ALL DIRECTORS AS OF THE DATE OF THE FULL
CHANGE IN CONTROL HAVE BEEN PAID, OR

(b) EIGHTY PERCENT (80%) OF ALL THE DIRECTORS AS OF THE DATE
OF THE FULL CHANGE IN CONTROL GIVE WRITTEN CONSENT TO SUCH
AMENDMENT OR TERMINATION.

SECTION 10

DETERMINATIONS -- RULES AND REGULATIONS

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

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

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

FIRST AMENDMENT-EFFECTIVE JULY 17, 1996

10.4. CLAIMS PROCEDURE. THE CLAIMS PROCEDURE SET FORTH IN THIS SECTION 10.4
SHALL BE THE EXCLUSIVE PROCEDURE FOR THE DISPOSITION OF CLAIMS FOR BENEFITS
ARISING UNDER THE PLAN UNTIL SUCH TIME AS A FULL CHANGE IN CONTROL (AS DEFINED
IN SECTION 1.4.9) OCCURS.

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

(a) the specific reasons for the denial;

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

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

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

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

10.4.3. GENERAL RULES.

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

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

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

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

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

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

SECTION 11

PLAN ADMINISTRATION

11.1. FBS. Except as hereinafter provided, functions generally assigned to FBS
shall be discharged by the Committee on Director Affairs of the Board of
Directors or delegated and allocated as provided herein.

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

SECTION 12

DISCLAIMERS

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

EXHIBIT 11

COMPUTATION OF PRIMARY AND FULLY DILUTED NET INCOME PER COMMON SHARE

Three Months Ended March 31
---------------------------
(Dollars in Millions, Except Per Share Data) 1997 1996
- --------------------------------------------------------------------------------
PRIMARY:
Average shares outstanding ....................... 133,387,042 134,586,125
Net effect of the assumed purchase of stock
under the stock option and stock purchase
plans--based on the treasury stock method
using average market price ...................... 2,138,297 2,434,786
------------------------
135,525,339 137,020,911
========================
Net income ....................................... $171.8 $176.8
Preferred dividends .............................. -- (1.7)
------------------------
Net income applicable to common equity ........... $171.8 $175.1
========================
Net income per common share ...................... $ 1.27 $ 1.28
========================

FULLY DILUTED:*
Average shares outstanding ....................... 133,387,042 134,586,125
Net effect of the assumed purchase of stock
under the stock option and stock purchase
plans--based on the treasury stock method
using average market price or period-end
market price, whichever is higher ............... 2,150,128 2,693,688
Assumed conversion of Series 1991A Preferred Stock -- 3,443,702
------------------------
135,537,170 140,723,515
========================
Net income........................................ $171.8 $176.8
Preferred dividends, excluding 1991A
Preferred Stock ................................. -- --
------------------------
Net income applicable to common equity ........... $171.8 $176.8
========================
Net income per common share ...................... $ 1.27 $ 1.26
================================================================================

* This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 17 of APB
Opinion No. 15 because it results in dilution of less than 3%.

EXHIBIT 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Three Months Ended March 31
---------------------------
(Dollars in Millions) 1997
- --------------------------------------------------------------------------------
EARNINGS
1. Net income .................................................... $171.8
2. Applicable income taxes ....................................... 101.0
------
3. Net income before taxes (1 + 2) ............................... $272.8
======
4. Fixed charges:
a. Interest expense excluding interest on deposits .......... $117.6
b. Portion of rents representative of interest and
amortization of debt expense ............................ 6.2
------
c. Fixed charges excluding interest on deposits (4a + 4b) ... 123.8
d. Interest on deposits ..................................... 158.6
------
e. Fixed charges including interest on deposits (4c + 4d) ... $282.4
======
5. Amortization of interest capitalized .......................... $ --
6. Earnings excluding interest on deposits (3 + 4c + 5) .......... 396.6
7. Earnings including interest on deposits (3 + 4e + 5) .......... 555.2
8. Fixed charges excluding interest on deposits (4c) ............. 123.8
9. Fixed charges including interest on deposits (4e) ............. 282.4

RATIO OF EARNINGS TO FIXED CHARGES
10. Excluding interest on deposits (line 6/line 8) ................ 3.20
11. Including interest on deposits (line 7/line 9) ................ 1.97
===============================================================================

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
BANK SYSTEM, INC. MARCH 31, 1997, 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,483,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 585,000
<TRADING-ASSETS> 105,000
<INVESTMENTS-HELD-FOR-SALE> 3,373,000
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 27,173,000
<ALLOWANCE> 512,200
<TOTAL-ASSETS> 36,000,000
<DEPOSITS> 23,423,000
<SHORT-TERM> 3,794,000
<LIABILITIES-OTHER> 1,037,000
<LONG-TERM> 4,257,000
0
0
<COMMON> 177,000
<OTHER-SE> 2,824,000
<TOTAL-LIABILITIES-AND-EQUITY> 36,000,000
<INTEREST-LOAN> 586,200
<INTEREST-INVEST> 57,400
<INTEREST-OTHER> 12,600
<INTEREST-TOTAL> 656,200
<INTEREST-DEPOSIT> 158,600
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<INTEREST-INCOME-NET> 380,000
<LOAN-LOSSES> 37,000
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<EXPENSE-OTHER> 296,000
<INCOME-PRETAX> 272,800
<INCOME-PRE-EXTRAORDINARY> 171,800
<EXTRAORDINARY> 0
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<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.27
<YIELD-ACTUAL> 4.98
<LOANS-NON> 114,800
<LOANS-PAST> 41,500
<LOANS-TROUBLED> 100
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 516,500
<CHARGE-OFFS> 64,200
<RECOVERIES> 22,900
<ALLOWANCE-CLOSE> 512,200
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</TABLE>