US BANCORP \DE\
S-8, 1998-05-01
NATIONAL COMMERCIAL BANKS
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<PAGE>

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

             As filed with the Securities and Exchange Commission on May 1, 1998
                                                       Registration No. 333-____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                     ----------
                                          
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                                     ----------
                                          
                                    U.S. BANCORP
               (Exact name of registrant as specified in its charter)

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


601 Second Avenue South
Minneapolis, Minnesota                       55402-4302
(Address of Principal Executive Offices      (Zip Code)


                            PIPER JAFFRAY COMPANIES INC.
                              1993 OMNIBUS STOCK PLAN
                            (AS ASSUMED BY U.S. BANCORP)
                              (Full title of the plan)

Lee R. Mitau, Esq.
U.S. Bancorp                              Copy to: Patrick F. Courtemanche, Esq.
601 Second Avenue South                   Dorsey & Whitney LLP
Minneapolis, Minnesota  55402-4302        Pillsbury Center South
(Name and address of agent for service)   220 South Sixth Street
                                          Minneapolis, Minnesota  55402-1498

                                   (612) 973-1111
           (Telephone number, including area code, of agent for service)
                                     ----------

                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Title of      Amount          Proposed         Proposed            Amount
securities    to be           maximum          maximum             of
to be         registered      offering price   aggregate           registration
registered    (1)             per share        offering price (2)  fee
- --------------------------------------------------------------------------------
<S>           <C>             <C>              <C>                 <C>
Common Stock, 384,298            (2)           $18,765,584         $5,536
$1.25 par 
value

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

(1) The number of shares of U.S. Bancorp that will replace shares of Piper
Jaffray Companies Inc. under the Piper Jaffray Companies Inc. 1993 Omnibus 
Stock Plan.

(2) Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
and the proposed maximum aggregate offering price are based upon the actual 
exercise prices of the 384,298 options under the plan, which prices vary with 
respect to individual options.

<PAGE>

                                      PART II.
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents that have been filed by U.S. Bancorp (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement, as of their respective dates:

     (a)  Annual Report on Form 10-K for the year ended December 31, 1997;

     (b)  The Company's current reports on Form 8-K filed January 16, 1998,
          April 2, 1998 and April 3, 1998; and

     (c)  the description of the Company's Common Stock contained in Item
          1 of the Registration Statement on Form 8-A dated March 19, 1984, as
          amended in its entirety by that Form 8 Amendment dated February 26,
          1993 and that Form 8-A/A-2 dated October 6, 1994, and any amendment
          or report filed for the purpose of updating such description filed 
          subsequent to the date of this Prospectus and prior to the termination
          of the offering described herein.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The description of the Company's capital stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

     Article Ninth of the Company's Restated Certificate of Incorporation
provides that a director shall not be liable to the Company or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any 



<PAGE>

breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) under the Delaware statutory
provision making directors personally liable for unlawful payment of dividends
or unlawful stock repurchases or redemptions, or (iv) for any transaction for
which the directors derived an improper personal benefit.

     The Bylaws of the Company provide that the officers and directors of the
Company shall be indemnified to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time.  The Board of Directors
has discretion to indemnify any employee of the Company for actions arising by
reason of the employee's employment with the Company.  Expenses incurred by
officers and directors in defending actions, suits, or proceedings shall be paid
by the Company in advance of any final disposition if such officer or director
agrees to repay such amounts if it is ultimately determined that he or she is
not entitled to be indemnified under Delaware law.

     The Company maintains a standard policy of officers' and directors'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No securities are to be reoffered or resold pursuant to this Registration
Statement.


ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number    Description
- ------    ------------
<S>       <C>
4.1       Specimen certificate representing the Common Stock of the Company
          (incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-8, File No. 333-32635).

4.2       Restated Certificate of Incorporation of the Company (incorporated by
          reference to Exhibit 3.1 to the Company's report on Form 8-K dated
          August 1, 1997).

4.3       Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
          Company's report on Form 10-K for the year ended December 31, 1997).
     
4.4       Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp
          and First Chicago Trust Company of New York, as Warrant Agent and Form
          of Warrant (incorporated by reference to Exhibits 4.18 and 4.19 to the
          Company's Registration Statement on Form S-3, File No. 33-61667).

<PAGE>


4.5       Warrant Agreement, dated as of November 20, 1990, between Metropolitan
          Financial Corporation and American Stock Transfer and Trust Company,
          as Warrant Agent; Supplemental Warrant Agreement, dated as of January
          24, 1995, between U.S. Bancorp and American Stock Transfer and Trust
          Company, as Warrant Agent; and Form of Warrant (incorporated by
          reference to Exhibit 4E to the Company's report on Form 10-K for the
          year ended December 31, 1996).

4.6       Certificate of Designation for the Company's Series 1990A Preferred
          Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
          the Company's Registration Statement on Form S-3, File No. 33-42650).

4.7       Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
          Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
          Administration of Florida and the Company (without exhibits)
          (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.8       First Amendment, dated as of June 30, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and the Company
          (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.9       Second Amendment, dated as of July 18, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and the Company
          (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.10      Stock Purchase Agreement dated as of May 30, 1990, between The State
          Board of Administration of Florida and the Company (without exhibits)
          (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.11      Form of Periodic Stock Purchase Right (incorporated by reference to
          Exhibit 4.12 to Amendment No. 1 to the Company's Registration
          Statement on Form S-3, File No. 33-42650).

4.12      Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13
          to Amendment No. 1 to the Company's Registration Statement on Form
          S-3, File No. 33-42650).


<PAGE>

4.13      Registration Rights Amendment, dated as of July 18, 1990, among
          Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
          Board of Administration of Florida and the Company (incorporated by
          reference to Exhibit 4.14 to Amendment No. 1 to the Company's
          Registration Statement on Form S-3, File No. 33-42650).
     
4.14      Registration Rights Agreement, dated as of July 18, 1990, between The
          State Board of Administration of Florida and the Company (incorporated
          by reference to Exhibit 4.14 to Amendment No. 1 to the Company's
          Registration Statement on Form S-3, File No. 33-42650).

4.15      Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
          instruments defining the rights of holders of long-term debt are not
          filed.  The Company agrees to furnish a copy thereof to the Securities
          and Exchange Commission upon request.

5.1       Opinion and Consent of Dorsey & Whitney LLP.

23.1      Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

23.2      Consent of Ernst & Young LLP.

24.1      Powers of Attorney.
</TABLE>

ITEM 9    UNDERTAKINGS

A.   POST-EFFECTIVE AMENDMENTS

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement. 
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may 


<PAGE>

                be reflected in the form of prospectus filed with the
                Commission pursuant to Rule 424(b) if, in the aggregate, the
                changes in volume and price represent no more than a 20% change
                in the maximum aggregate offering price set forth in the
                "Calculation of Registration Fee" table in the effective
                registration statement.

          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

PROVIDED, HOWEVER, that paragraphs A.(1)(i) and A.(1)(ii) of this section do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B.   SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C.   CLAIMS FOR INDEMNIFICATION.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been 



<PAGE>

advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or other controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on May 1, 1998.

                                  U.S. BANCORP
                    
                                  By    /s/ John F. Grundhofer                 
                                    -------------------------------------------
                                       John F. Grundhofer
                                       President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:


Name                          Title                               Date
- ----                          -----                               ----

  /s/ John F. Grundhofer      President Chief                     May 1, 1998
- --------------------------    Executive Officer and Director      
John F. Grundhofer            (principal executive officer)

  /s/ Susan E. Lester         Executive Vice President and Chief  May 1, 1998
- --------------------------    Financial Officer (principal
Susan E. Lester               financial and accounting officer)

             *                Director                            May 1, 1998
- --------------------------
Linda L. Ahlers

             *                Director                            May 1, 1998
- --------------------------
Harry L. Bettis

             *                Director and Chairman               May 1, 1998
- --------------------------
Gerry B. Cameron

             *                Director                            May 1, 1998
- --------------------------
Carolyn Silva Chambers

             *                Director                            May 1, 1998
- --------------------------
Arthur D. Collins, Jr.


<PAGE>

             *                Director                            May 1, 1998
- --------------------------

Peter H. Coors

                              Director                            May 1, 1998
- --------------------------
Robert L. Dryden

                              Director                            May 1, 1998
- --------------------------
Joshua Green III

             *                Director                            May 1, 1998
- --------------------------
Robert L. Hale

             *                Director                            May 1, 1998
- --------------------------
Delbert W. Johnson

             *                Director                            May 1, 1998
- --------------------------
Richard L. Knowlton

             *                Director                            May 1, 1998
- --------------------------
Jerry W. Levin

             *                Director                            May 1, 1998
- --------------------------
Edward J. Phillips

             *                Director                            May 1, 1998
- --------------------------
Paul A. Redmond

             *                Director                            May 1, 1998
- --------------------------
S. Walter Richey

             *                Director                            May 1, 1998
- --------------------------
Richard L. Schall

             *                Director                            May 1, 1998
- --------------------------
Walter Scott, Jr.

*By /s/ Lee R. Mitau   
- --------------------------
Lee R. Mitau
As Attorney-in-fact

<PAGE>

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number    Description
- ------    -----------
<S>       <C>
4.1       Specimen certificate representing the Common Stock of the Company
          (incorporated by reference to Exhibit 4.1 to the Company's
          Registration Statement on Form S-8, File No. 333-32635).

4.2       Restated Certificate of Incorporation of the Company (incorporated by
          reference to Exhibit 3.1 to the Company's report on Form 8-K dated
          August 1, 1997).

4.3       Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
          Company's report on Form 10-K for the year ended December 31, 1997).
     
4.4       Warrant Agreement, dated as of October 2, 1995, between U.S. Bancorp
          and First Chicago Trust Company of New York, as Warrant Agent and Form
          of Warrant (incorporated by reference to Exhibits 4.18 and 4.19 to the
          Company's Registration Statement on Form S-3, File No. 33-61667).

4.5       Warrant Agreement, dated as of November 20, 1990, between Metropolitan
          Financial Corporation and American Stock Transfer and Trust Company,
          as Warrant Agent; Supplemental Warrant Agreement, dated as of January
          24, 1995, between U.S. Bancorp and American Stock Transfer and Trust
          Company, as Warrant Agent; and Form of Warrant (incorporated by
          reference to Exhibit 4E to the Company's report on Form 10-K for the
          year ended December 31, 1996).

4.6       Certificate of Designation for the Company's Series 1990A Preferred
          Stock (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
          the Company's Registration Statement on Form S-3, File No. 33-42650).

4.7       Stock Purchase Agreement, dated as of May 30, 1990, among Corporate
          Partners, L.P., Corporate Offshore Partners, L.P., The State Board of
          Administration of Florida and the Company (without exhibits)
          (incorporated by reference to Exhibit 4.8 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.8       First Amendment, dated as of June 30, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and the Company
          (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

<PAGE>

4.9       Second Amendment, dated as of July 18, 1990, to Stock Purchase
          Agreement among Corporate Partners, L.P., Corporate Offshore Partners,
          L.P., The State Board of Administration of Florida and the Company
          (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.10      Stock Purchase Agreement dated as of May 30, 1990, between The State
          Board of Administration of Florida and the Company (without exhibits)
          (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the
          Company's Registration Statement on Form S-3, File No. 33-42650).

4.11      Form of Periodic Stock Purchase Right (incorporated by reference to
          Exhibit 4.12 to Amendment No. 1 to the Company's Registration
          Statement on Form S-3, File No. 33-42650).

4.12      Form of Risk Event Warrant (incorporated by reference to Exhibit 4.13
          to Amendment No. 1 to the Company's Registration Statement on Form
          S-3, File No. 33-42650).

4.13      Registration Rights Amendment, dated as of July 18, 1990, among
          Corporate Partners, L.P., Corporate Offshore Partners, L.P., The State
          Board of Administration of Florida and the Company (incorporated by
          reference to Exhibit 4.14 to Amendment No. 1 to the Company's
          Registration Statement on Form S-3, File No. 33-42650).
     
4.14      Registration Rights Agreement, dated as of July 18, 1990, between The
          State Board of Administration of Florida and the Company (incorporated
          by reference to Exhibit 4.14 to Amendment No. 1 to the Company's
          Registration Statement on Form S-3, File No. 33-42650).

4.15      Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of
          instruments defining the rights of holders of long-term debt are not
          filed.  The Company agrees to furnish a copy thereof to the Securities
          and Exchange Commission upon request.

5.1       Opinion and Consent of Dorsey & Whitney LLP.

23.1      Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

23.2      Consent of Ernst & Young LLP.

24.1      Powers of Attorney.
</TABLE>

<PAGE>
                                                                    EXHIBIT 5.1







                                      May 1, 1998



U.S. Bancorp
First Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302

Ladies and Gentlemen:

    We have acted as counsel to U.S. Bancorp, a Delaware corporation 
(formerly known as First Bank System, Inc.) (the "Company"), in connection 
with a Registration Statement on Form S-8 relating to the sale by the Company 
from time to time of up to 384,298 shares of Common Stock, par value $1.25 per
share, of the Company (the "Shares"), initially issuable pursuant to the 
terms of the Piper Jaffray Companies Inc. 1993 Omnibus Stock Plan (as assumed 
by U.S. Bancorp)(the "Plan").

    We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the 
opinions set forth below.

    In rendering our opinions set forth below, we have assumed the 
authenticity of all documents submitted to us as originals, the genuineness 
of all signatures and the conformity to authentic originals of all documents 
submitted to us as copies.  We have also assumed the legal capacity of all 
purposes relevant hereto of all natural persons and, with respect to all 
parties to agreements or instruments relevant hereto other than the Company, 
that such parties had the requisite power and authority (corporate or 
otherwise) to execute, deliver and perform such agreements or instruments, 
that such agreements or instruments have been duly authorized by all 
requisite action (corporate or otherwise), executed and delivered by such 
parties and that such agreements or instruments are the valid, binding and 
enforceable obligations of such parties.  As to questions of fact material to 
our

<PAGE>

May 1, 1998
Page 2

opinions, we have relied upon certificates of officers of the Company and of
public officials.

    Based on the foregoing, we are of the opinion that the Shares have been 
duly authorized and, upon issuance, delivery and payment therefor in 
accordance with the terms of the Plan, will be validly issued, fully paid and 
nonassessable.

    Our opinions expressed above are limited to the Delaware General 
Corporation Law.

    We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

                                      Very truly yours,

                                      /s/ Dorsey & Whitney LLP

PFC



<PAGE>

                                                                    Exhibit 23.2



                             CONSENT OF ERNST & YOUNG LLP


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Piper Jaffray Companies Inc. 1993 Omnibus Stock Plan of
U.S. Bancorp to be filed on or around May 1, 1998 of our report dated January
15, 1998, with respect to the consolidated financial statements of U.S. Bancorp
included in its Annual Report (Form 10-K) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.


/s/ Ernst & Young, LLP

Minneapolis, Minnesota
April 29, 1998


<PAGE>


                                                                   EXHIBIT 24.1
                                 POWER OF ATTORNEY
                                                              
                                          
     NOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lee R. Mitau, Susan E. Lester and David J.
Parrin, and each of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of U.S. Bancorp, and
any and all amendments thereto, including post-effective amendments, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or the substitutes for such attorneys-in-fact and
agents, may lawfully do or cause to be done by virtue hereof.

           Name                   Title                          Date
          ------                 -------                        ------
                            President, Chief               February 18, 1998
- -------------------------   Executive Officer and Director 
John F. Grundhofer          (principal executive officer)  
                            

                            Executive Vice President and   February 18, 1998
- -------------------------   Chief Financial Officer       
Susan E. Lester             (principal financial officer) 
                            

                            Senior Vice President and      February 18, 1998
- -------------------------   Controller (principal 
David J. Parrin             accounting officer)   
                            

/s/Linda L. Ahlers          Director                       February 18, 1998
- -------------------------
Linda L. Ahlers

/s/Harry L. Bettis          Director                       February 18, 1998
- -------------------------
Harry L. Bettis

/s/Gerry B. Cameron         Director and Chairman          February 18, 1998
- -------------------------
Gerry B. Cameron

/s/Carolyn Silva Chambers   Director                       February 18, 1998
- -------------------------
Carolyn Silva Chambers


<PAGE>

/s/Arthur D. Collins, Jr.   Director                       February 18, 1998
- -------------------------
Arthur D. Collins, Jr.

/s/Peter H. Coors           Director                       February 18, 1998
- -------------------------
Peter H. Coors

/s/Franklin G. Drake        Director                       February 18, 1998
- -------------------------
Franklin G. Drake

                            Director                       February 18, 1998
- -------------------------
Robert L. Dryden

/s/John B. Fery             Director                       February 18, 1998
- -------------------------
John B. Fery

                            Director                       February 18, 1998
- -------------------------
Joshua Green III

/s/Robert L. Hale           Director                       February 18, 1998
- -------------------------
Robert L. Hale

/s/Delbert W. Johnson       Director                       February 18, 1998
- -------------------------
Delbert W. Johnson

/s/Norman M. Jones          Director                       February 18, 1998
- -------------------------
Norman M. Jones

/s/Richard L. Knowlton      Director                       February 18, 1998
- -------------------------
Richard L. Knowlton

/s/Jerry W. Levin           Director                       February 18, 1998
- -------------------------
Jerry W. Levin

/s/Kenneth A. Macke         Director                       February 18, 1998
- -------------------------
Kenneth A. Macke

/s/Allen T. Noble           Director                       February 18, 1998
- -------------------------
Allen T. Noble

/s/Edward J. Phillips       Director                       February 18, 1998
- -------------------------
Edward J. Phillips

/s/Paul A. Redmond          Director                       February 18, 1998
- -------------------------
Paul A. Redmond


                                         -2-
<PAGE>

/s/S. Walter Richey         Director                       February 18, 1998
- -------------------------
S. Walter Richey

/s/Richard L. Robinson      Director                       February 18, 1998
- -------------------------
Richard L. Robinson

/s/N. Stewart Rogers        Director                       February 18, 1998
- -------------------------
N. Stewart Rogers

/s/Richard L. Schall        Director                       February 18, 1998
- -------------------------
Richard L. Schall

/s/Walter Scott, Jr.        Director                       February 18, 1998
- -------------------------
Walter Scott, Jr.

/s/Benjamin R. Whiteley     Director                       February 18, 1998
- -------------------------
Benjamin R. Whiteley




                                         -3-



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