Us Bancorp /Or/ Sample Contracts

Us Bancorp /Or/ – STOCK OPTION AGREEMENT (March 26th, 1997)

Exhibit 99.2 [Execution Copy] STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 20, 1997, between U.S. BANCORP an Oregon corporation ("Grantee"), and FIRST BANK SYSTEM, INC., a Delaware corporation ("Issuer"). W I T N E S S E T H: WHEREAS, on March 19, 1997, Grantee and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"); WHEREAS, as a condition and inducement to Grantee's execution of the Merger Agreement and pursuit of the transactions contemplated thereby and in consideration therefor and in consideration of the grant of the Reciprocal Option (as hereinafter defined), Issuer has agreed to grant Grantee the Option (as hereinafter defined); and WHEREAS, the Board of Directors of Issuer has app

Us Bancorp /Or/ – AGREEMENT AND PLAN OF MERGER (March 26th, 1997)

Exhibit 2.1 ============================================================================== AGREEMENT AND PLAN OF MERGER by and between U.S. Bancorp and First Bank System, Inc. Dated as of March 19, 1997 ============================================================================= TABLE OF CONTENTS Page ---- ARTICLE I CERTAIN DEFINITIONS...................................1 1.01. Certain Definitions......................................1 ARTICLE II THE MERGER; EFFECTS OF THE

Us Bancorp /Or/ – STOCK OPTION AGREEMENT (March 26th, 1997)

Exhibit 99.1 [Execution Copy] STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of March 20, 1997, between FIRST BANK SYSTEM, INC., a Delaware corporation ("Grantee"), and U.S. BANCORP., an Oregon corporation ("Issuer"). W I T N E S S E T H: WHEREAS, on March 19, 1997, Grantee and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"); WHEREAS, as a condition and inducement to Grantee's execution of the Merger Agreement and pursuit of the transactions contemplated thereby and in consideration therefor and in consideration of the grant of the Reciprocal Option (as hereinafter defined), Issuer has agreed to grant Grantee the Option (as hereinafter defined); and

Us Bancorp /Or/ – EMPLOYMENT AGREEMENT (March 13th, 1997)

1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT by and between U.S. Bancorp, an Oregon corporation (the "Company") and (name) (the "Executive"), dated as of the 20th day of February, 1997. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, an

Us Bancorp /Or/ – 1991 EXECUTIVE DEFERRED COMPENSATION PLAN (March 11th, 1996)

1 U. S. BANCORP 1991 EXECUTIVE DEFERRED COMPENSATION PLAN FIRST RESTATEMENT This RESTATED 1991 EXECUTIVE DEFERRED COMPENSATION PLAN (the "Plan") is adopted by U. S. Bancorp, an Oregon corporation ("Bancorp"), effective February 21, 1991. ARTICLE I PURPOSE OF PLAN The continued growth and success of Bancorp are dependent upon its ability to attract and retain the services of key executives of the highest competence and to provide incentives for their effective service and superior performance. The purpose of the Plan is to advance the interests of Bancorp and its shareholders through a deferred compensation program that will attract and retain key executives. ARTICLE II NATURE OF PLAN This Plan is intended

Us Bancorp /Or/ – EXECUTIVE ANNUAL INCENTIVE PLAN (March 11th, 1996)

1 Exhibit 10.3 U. S. BANCORP EXECUTIVE ANNUAL INCENTIVE PLAN SECOND AMENDMENT AND RESTATEMENT THIS EXECUTIVE ANNUAL INCENTIVE PLAN (the "Plan") was adopted by U. S. Bancorp, an Oregon corporation ("Bancorp"), effective January 1, 1993, was amended and restated by a First Amendment and Restatement effective August 18, 1994, and is further amended and ratified in the form of this Second Amendment and Restatement effective December 20, 1995. Capitalized terms that are not otherwise defined herein have the meanings set forth in Article . ARTICLE I PURPOSE OF PLAN The continued growth and success of Bancorp depend upon its ability to attract and retain the services of senior executives of the highest level of competence and to prov

Us Bancorp /Or/ – NEWS RELEASE U. S. BANCORP (March 11th, 1996)

EXHIBIT 99 NEWS RELEASE U. S. BANCORP March 11, 1996 FOR IMMEDIATE RELEASE Contacts: Donald F. Bowler, Jr. Mary Gambee Patricia Stanton 503/275-5702 503/275-6524 503/275-5773 U. S. BANCORP TO UTILIZE PURCHASE ACCOUNTING IN CALIFORNIA BANCSHARES TRANSACTION PORTLAND, Ore.--The U. S. Bancorp (Nasdaq: USBC) board of directors today announced U. S. Bancorp's intention to account for its pending acquisition of California Bancshares, Inc. (Nasdaq: CABI) as a purchase rather than a pooling of interests. All other terms of the acquisition agreement remain the same. The purchase method of accounting provides for U. S. Bancorp to repurchase its existing outstanding common stock from time to time in the open market, up to the approximately 9.7 million shares to be issued in the transaction.

Us Bancorp /Or/ – EMPLOYMENT AGREEMENT (March 11th, 1996)

1 Exhibit 10.24 EMPLOYMENT AGREEMENT AGREEMENT by and between U.S. Bancorp, an Oregon corporation ("USB"), West One Bancorp, an Idaho corporation (the "Company") and Dwight V. Board (the "Executive"), dated as of the 5th day of May, 1995. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive pending the merger of the Company and USB (the "Merger") pursuant to the Agreement and Plan of Merger dated as of May 5, 1995 and to provide the surviving corporation after the Merger with continuity of management. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Effective Date. The "Effective Date"

Us Bancorp /Or/ – Subject: Employment Agreement (March 11th, 1996)

1 Exhibit 10.21 January 4, 1996 Mr. Robert D. Sznewajs Vice Chairman U. S. Bancorp 3100 U. S. Bancorp Tower 111 S.W. Fifth Avenue Portland, Oregon 97204 Subject: Employment Agreement Dear Mr. Sznewajs: U. S. Bancorp (which, together with its wholly owned subsidiaries, is referred to in this letter agreement as "Bancorp") recognizes you as an innovative, highly-experienced, and knowledgeable banking executive whose creativity, expertise, and effort have been, and will continue to be, crucial to the ongoing development and growth of Bancorp. In order to induce you to remain in the employ of Bancorp, this Agreement, which has been approved by the Board, includes: - A SERP Agreement that sets forth your benefits under the U.S. Bancorp Supplemental Benefits Plan; - A CIC Agreem

Us Bancorp /Or/ – DEFERRED COMPENSATION PLAN FOR (March 11th, 1996)

1 Exhibit 10.2 U. S. BANCORP DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS The U. S. BANCORP DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (the "Plan") is amended and restated by U. S. Bancorp ("Bancorp"), an Oregon corporation, effective January 1, 1990. W I T N E S S E T H: WHEREAS, Bancorp established the Plan effective January 1, 1978, and WHEREAS, Bancorp amended the Plan February 23, 1979, July 27, 1979, January 31, 1986, and November 1, 1986, and WHEREAS, Bancorp amended and restated the Plan January 1, 1988, and WHEREAS, Bancorp desires to further amend and restate the Plan, NOW, THEREFORE, the Plan is hereby amended and restated effective January 1, 1990.

Us Bancorp /Or/ – MANAGEMENT ANNUAL INCENTIVE PLAN (March 11th, 1996)

1 Exhibit 10.4 U. S. BANCORP MANAGEMENT ANNUAL INCENTIVE PLAN SECOND AMENDMENT AND RESTATEMENT THIS MANAGEMENT ANNUAL INCENTIVE PLAN (the "Plan") was adopted by U. S. Bancorp, an Oregon corporation ("Bancorp"), effective January 1, 1993, was amended and restated by a First Amendment and Restatement effective August 9, 1994, and is further amended and restated in the form of this Second Amendment and Restatement effective January 2, 1996. Capitalized terms that are not otherwise defined herein have the meanings set forth in Article . ARTICLE I PURPOSE OF PLAN The continued growth and success of Bancorp depend upon its ability to attract and retain the services of key executives of the highest level of competence and to provide

Us Bancorp /Or/ – 1993 STOCK INCENTIVE PLAN (March 11th, 1996)

1 EXHIBIT 10.17 U. S. BANCORP 1993 STOCK INCENTIVE PLAN THIRD AMENDMENT AND RESTATEMENT FEBRUARY 15, 1996 2 U. S. BANCORP 1993 STOCK INCENTIVE PLAN THIRD AMENDMENT AND RESTATEMENT TABLE OF CONTENTS PAGE ---- ARTICLE 1 -- ESTABLISHMENT AND PURPOSE................................................ 1 1.1 Establishment; Restatement................................................. 1 1.2 Purpose....

Us Bancorp /Or/ – 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (November 14th, 1995)

1 EXHIBIT 10.1 U.S. BANCORP 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ARTICLE 1 ESTABLISHMENT AND PURPOSE 1.1 Establishment. Effective June 15, 1995, U. S. Bancorp ("Bancorp") adopts the U. S. Bancorp 1995 Non-Employee Director Stock Option Plan (the "Plan"). 1.2 Purpose. The purpose of the Plan is to advance the interests of Bancorp by encouraging members of Bancorp's board of directors (the "Board") who are not employees of Bancorp or any of its subsidiaries ("Non-Employee Directors") to acquire a proprietary interest in Bancorp through the issuance of stock options. It is anticipated that the Plan will assist Bancorp in retaining Non-Employee Directors. Options granted under the Plan shall be nonqualified options which are not intended to qualify as incentive stock option