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Exhibit 10.13
[U. S. Bancorp Letterhead]
June 23, 1995
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
U. S. Bancorp
▇▇▇ ▇.▇. Fifth Avenue, ▇-▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Subject: CHANGE IN CONTROL AGREEMENT
(Three-Year Benefit)
Dear ▇▇. ▇▇▇▇▇▇▇:
This letter agreement amends and replaces the letter agreement
dated August 19, 1993, between you and U. S. Bancorp. Upon execution of this
letter agreement, the August 19, 1993, letter agreement will be entirely
superseded. This amendment was specifically authorized by the U. S. Bancorp
Board of Directors on June 15, 1994.
U. S. Bancorp (which, together with its wholly-owned
subsidiaries, is referred to as "Bancorp") considers the establishment and
maintenance of its key management group to be essential to the best interests of
Bancorp and its shareholders. Bancorp recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control may arise and
that the attendant uncertainty may result in the departure or distraction of key
management personnel to the detriment of Bancorp and its shareholders.
Accordingly, the Board of Directors of Bancorp (the "Board") has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of key members of Bancorp's management without
distraction from the possibility of a change in control of Bancorp. The Board
believes it important that, in the event of a proposal for transfer of control
of Bancorp, you be able to assess the proposal and advise the Board without
being influenced by the uncertainties of your own situation. The Board also
considers Bancorp's management one of Bancorp's most valuable assets and wishes
to take appropriate steps to preserve the management group through the
uncertainties which may attend any potential transaction involving a change in
control.
In order to induce you to remain in the employ of Bancorp,
this letter Agreement, which has been approved by the Board, sets forth the
severance compensation which Bancorp agrees will be provided to you in the event
your employment with Bancorp
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is terminated subsequent to a "Change In Control" of Bancorp under the
circumstances described below.
1. Definitions. For purposes of this Agreement, the
following terms will have the meanings set forth in this Section 1.
"Agreement" - This letter agreement, including any extensions
of the term of this Agreement pursuant to Section 3.
"Bancorp" - U. S. Bancorp, an Oregon corporation, and its
wholly-owned subsidiaries.
"Bancorp Shares" - Shares of the $5 par value common stock of
Bancorp.
"Benefit Plan" - Any plan, policy, or program of Bancorp
(whether or not on an insured basis) providing medical, dental, health,
disability income, life insurance or other death benefits, or similar types of
benefits to employees of Bancorp. Benefit Plan does not include any plan or
arrangement providing for vacation pay, bonuses or incentive compensation of any
kind, or current or deferred salary or similar compensation.
"Board" - The Bancorp board of directors.
"Cause" - Cause for termination shall mean commission of an
act of fraud, embezzlement, or theft constituting a felony or commission of an
act (or failure to take an action) intentionally against the interest of Bancorp
which causes Bancorp material injury. Notwithstanding the foregoing, you shall
not be deemed to have been terminated for Cause unless and until there shall
have been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than two-thirds of the entire membership of the
Board at a meeting of the Board called and held for the purpose (after
reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct constituting Cause as defined in this Agreement
and specifying the particulars thereof in detail. The foregoing provisions shall
not restrict the authority, discretion, or power of the Board, by any action
taken in compliance with Bancorp's articles of incorporation and bylaws, to
terminate your employment with or without Cause. Rather, the foregoing
provisions merely define, for purposes of your contractual rights and remedies
under this
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Agreement, the circumstances in which termination of your employment will
constitute termination for Cause.
"Change in Control" - A change in control of Bancorp shall
mean:
(a) A change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A as in effect on the date hereof pursuant to the Exchange
Act; provided that, without limitation, such a change in control shall
be deemed to have occurred at such time as any Person hereafter becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 30 percent or more of the combined
voting power of Bancorp Voting Securities; or
(b) During any period of 12 consecutive calendar months,
individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least a majority thereof unless
the election, or the nomination for election, by Bancorp shareholders
of each new director was approved by a vote of at least a majority of
the directors then still in office who were directors at the beginning
of the period; or
(c) There shall be consummated (i) any consolidation or
merger of Bancorp in which Bancorp is not the continuing or surviving
corporation or pursuant to which Voting Securities (other than
fractional shares) would be converted into cash, securities, or other
property, other than a merger of Bancorp in which the holders of Voting
Securities immediately prior to the merger have the same proportionate
ownership of common stock of the surviving corporation immediately
after the merger, or (ii) any sale, lease, exchange, or other transfer
(in one transaction or a series of related transactions) of a majority
(by value) of the assets of Bancorp, provided that any such
consolidation, merger, sale, lease, exchange, or other transfer
consummated at the insistence of an appropriate banking regulatory
agency shall not constitute a Change in Control; or
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(d) Approval by the shareholders of Bancorp of any plan
or proposal for the liquidation or dissolution of Bancorp.
"Code" - The Internal Revenue Code of 1986, as amended.
"Date of Termination" - Shall mean (a) if this Agreement is
terminated for Disability, 30 days after Notice of Termination is given
(provided that you shall not have returned to the performance of your duties on
a full-time basis within such 30-day period), or (b) if your employment is
terminated for any other reason, the date on which a Notice of Termination is
given; provided that if within 30 days after any Notice of Termination is given
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties or by a final judgment, order, or decree of a court of
competent jurisdiction (the time for appeal ▇▇▇▇▇▇▇▇▇ having expired and no
appeal having been perfected). The term of this Agreement shall be extended
until the Date of Termination.
"Disability" - Termination of your employment with Bancorp for
"Disability" shall mean termination because of (a) your absence from your duties
with Bancorp on a full-time basis for 180 consecutive days as a result of your
incapacity due to physical or mental illness and (b) your failure to return to
performance of your duties with Bancorp on a full-time basis within 30 days
after a written Notice of Termination is given to you.
"Excess Parachute Payment" - A payment as defined in Section
280G(b) of the Code.
"Exchange Act" - The Securities Exchange Act of 1934, as
amended.
"Excise Tax" - A tax imposed by Section 4999(a) of the Code,
or any successor provision, with respect to Excess Parachute Payments.
"Good Reason" - Termination by you of your employment for
"Good Reason" shall mean termination based on any of the following:
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(a) a change in your status or position or positions with
Bancorp which, in your reasonable judgment, represents a demotion from
your status or position or positions as in effect immediately prior to
the Change in Control, or a change in your duties or responsibilities
which, in your reasonable judgment, is inconsistent with such status or
position or positions, or any removal of you from or any failure to
reappoint or reelect you to such position or positions, except in
connection with the termination of your employment for Cause or
Disability or as a result of your death or the termination by you other
than for Good Reason;
(b) a reduction by Bancorp in your base salary as in
effect immediately prior to the Change in Control;
(c) the failure by Bancorp to continue in effect any Plan
in which you are participating at the time of the Change in Control (or
Plans providing you with at least substantially similar benefits),
other than as a result of the normal expiration of any such Plan in
accordance with its terms or a modification of such Plan which
modification is applicable to all employees who participate in such
Plan, as in effect at the time of the Change in Control, or the taking
of any action, or the failure to act, by Bancorp which would adversely
affect your continued participation in any of such Plans on at least as
favorable a basis to you as is the case on the date of the Change in
Control or which would materially reduce your benefits in the future
under any of such Plans or deprive you of any material benefit enjoyed
by you at the time of the Change in Control;
(d) the failure by Bancorp to provide and credit you with
the number of paid vacation days to which you are then entitled in
accordance with Bancorp's normal vacation policy as in effect
immediately prior to the Change in Control;
(e) Bancorp's requiring you to be based anywhere more
than 35 miles from where your office is located immediately prior to
the Change in Control except for required travel on Bancorp's business
to an extent substantially consistent with the business travel
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obligations which you undertook on behalf of Bancorp prior to the
Change in Control;
(f) the failure by ▇▇▇▇▇▇▇ to obtain from any successor
the assent to this Agreement contemplated by subsection 6(a) hereof;
(g) any purported termination by Bancorp of your
employment which is not effected pursuant to a Notice of Termination
satisfying the requirements of this Agreement; and for purposes of this
Agreement, no such purported termination shall be effective; or
(h) any refusal by Bancorp to continue to allow you to
attend to matters or engage in activities not directly related to the
business of Bancorp which, prior to the Change in Control, you were
permitted by the Board to attend to or engage in.
"Gross-Up Payment" - A payment described in Section 5 of this
Agreement with respect to an Excise Tax.
"Notice of Termination" - Any notice of any termination of
your employment shall be communicated by written Notice of Termination to the
other party hereto. For purposes of this Agreement, a "Notice of Termination" of
your employment by Bancorp shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.
"Other Agreement" - A plan, arrangement, or agreement pursuant
to which an Other Payment is made.
"Other Payment" - Any payment or benefit payable to you in
connection with a Change in Control of Bancorp pursuant to any plan,
arrangement, or agreement (other than this Agreement) with Bancorp, a person
whose actions result in such Change in Control, or any person affiliated with
Bancorp or such person.
"Outside Tax Counsel" - Outside tax counsel selected by
▇▇▇▇▇▇▇'s independent accountants and reasonably acceptable to you.
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"Person" - Any individual, corporation, partnership, group,
association, or other "person," as such term is used in Section 14(d) of the
Exchange Act, other than Bancorp or any employee benefit plan or plans sponsored
by Bancorp.
"Plan" - Any compensation plan such as a plan providing for
incentive or deferred compensation, stock options, or other stock or
stock-related grants or awards or any employee benefit plan such as a thrift,
investment, savings, pension, profit sharing, medical, disability, accident,
life insurance, cafeteria, or relocation plan or any other plan, policy, or
program of Bancorp providing similar types of benefits to employees of Bancorp.
"Severance Payments" - The payments described in subsection
4(d) of this Agreement.
"Total Payments" - All payments or benefits payable to you in
connection with a Change in Control of Bancorp, including Severance Payments
under this Agreement and Other Payments.
"Voting Securities" - Bancorp's issued and outstanding
securities ordinarily having the right to vote at elections of Bancorp's Board.
2. Agreement to Provide Services; Right to Terminate;
Confidentiality.
(a) Termination Prior to Certain Offers. Except in the
event of a Change in Control, and except as otherwise provided in subsection
2(b) of this Agreement or in any written employment agreement between you and
Bancorp, either Bancorp or you may terminate your employment at any time,
subject to Bancorp paying whatever severance benefits as are provided for
pursuant to applicable Bancorp Plans or compensation agreements other than this
Agreement. If, and only if, termination of your employment with Bancorp occurs
after a Change in Control, the provisions of this Agreement regarding the
payment of Severance Payments shall apply.
(b) Continuation of Services Subsequent to Certain
Offers. In the event a tender offer or exchange offer is made by a Person for
more than 30 percent of Bancorp's Voting Securities, you agree that you will not
leave the employ of Bancorp (other than as a result of Disability) and will
render services to Bancorp in the capacity in which you then serve until such
tender
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offer or exchange offer has been abandoned or terminated or a Change in Control
has occurred. In the event that, during the period you are obligated to continue
in the employ of Bancorp pursuant to this subsection 2(b), Bancorp reduces your
compensation, your obligations under this subsection 2(b) shall terminate.
(c) Termination for Cause. Bancorp may terminate your
employment for Cause whether or not a Change in Control has occurred.
(d) Confidentiality. You acknowledge that (i) by reason
of the capacity in which you have been employed, you have financial information
regarding Bancorp which has not been publicly disclosed and which is
confidential to Bancorp, and (ii) disclosure of such financial information could
cause irreparable harm to Bancorp. You agree that you will not disclose, without
prior written consent of Bancorp, any financial or other confidential business
information regarding Bancorp which has not been publicly disclosed by Bancorp.
3. Term of Agreement. This Agreement shall commence on
the date hereof and shall continue in effect until December 31, 1995; provided,
however, that commencing on January 1, 1996, and each January 1 thereafter, the
term of this Agreement shall automatically be extended for one additional year
unless at least 90 days prior to such January 1, Bancorp or you shall have given
notice that this Agreement shall not be extended; and provided, further, that if
a Change in Control shall occur while this Agreement is in effect, the term of
this Agreement shall automatically be extended for a period of 3 calendar years
beyond the calendar year in which such Change in Control occurs. Except as
provided in subsection 2(a) of this Agreement, this Agreement shall terminate if
you or Bancorp terminate your employment prior to a Change in Control.
4. Termination Following Change in Control. In the event
that your employment with Bancorp is terminated, whether by you or by Bancorp,
within 3 years from the date of occurrence of any event constituting a Change in
Control (it being recognized that more than one such event may occur in which
case the 3-year period shall run from the date of occurrence of each such
event), you shall be entitled to the following respective benefits:
(a) Disability. During any period that you are unable to
perform your duties hereunder as a result of
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incapacity due to physical or mental illness, you shall continue to
receive your full base salary at the rate then in effect until your
employment with Bancorp is terminated by Bancorp for Disability.
Thereafter, your benefits shall be determined in accordance with
Bancorp's Disability Income Program. If Bancorp's Disability Income
Program is modified or terminated following a Change in Control,
Bancorp shall substitute another plan or program with benefits
applicable to you substantially similar to those provided by the
Disability Income Program prior to its modification or termination.
(b) Termination Upon Death. In the event of your death
while an employee of Bancorp, Bancorp shall pay to your representative
your full base salary through the date of your death at the rate in
effect on the date of the Change in Control, together with all
benefits, including death benefits, to which you are then entitled
under Plans in which you are a participant, and Bancorp shall have no
further obligations to you under this Agreement.
(c) Termination for Cause or Without Good Reason. If your
employment is terminated by Bancorp for Cause, or by you other than for
Good Reason, Bancorp shall pay you your full base salary through the
Date of Termination at the rate in effect on the date the Change in
Control occurs, together with all benefits to which you are then
entitled under Plans in which you are a participant, and Bancorp shall
have no further obligations to you under this Agreement.
(d) Termination Without Cause or With Good Reason. If
your employment with Bancorp is terminated (other than for Disability
or upon your death) by Bancorp without Cause or by you with Good
Reason, subject to the limitations set forth in Sections 7 and 12,
Bancorp shall pay you, upon demand, the following amounts ("Severance
Payments"):
(i) your full base salary through the Date of
Termination at the rate in effect on the date the Change in
Control occurs;
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(ii) in lieu of any further salary payments to
you for periods subsequent to the Date of Termination, an
amount of severance pay equal to three times the sum of (A)
your annual base salary, at the rate in effect on the date the
Change in Control occurs, plus (B) the average annual
incentive compensation (if any) paid to you or accrued to your
benefit (prior to any deferrals) in respect of the two fiscal
years last ended prior to the fiscal year in which the Change
in Control occurs;
(iii) all legal fees and expenses incurred by you
as a result of such termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or
benefit provided by this Agreement); and
(iv) reimbursement in full of all reasonable
amounts paid or incurred by you for outplacement services in
connection with obtaining other employment.
The amount of Severance Payments otherwise payable pursuant to this
Agreement shall be reduced by (A) amounts payable to you pursuant to
Bancorp's Severance Benefits Plan or any successor plan providing
severance benefits to Bancorp employees and (B) amounts payable to you
(after any adjustment or reduction to reflect payments described in
clause (A)) as salary continuation and incentive compensation pursuant
to any employment agreement between you and Bancorp which is in effect
as of the Date of Termination. The payments provided for in this
paragraph shall be made not later than the fifth day following the Date
of Termination; provided, however, that if the amounts of such payments
cannot be finally determined on or before such day, Bancorp shall pay
to you on such day an estimate, as determined in good faith by Bancorp,
of the minimum amount of such payments, and shall pay the remainder of
such payments (together with interest at the rate of 10 percent per
annum) as soon as the amount thereof can be determined but in no event
later than the 30th day after the Date of Termination. In the event
that the amount of the estimated
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payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by Bancorp to you, payable on the
fifth day after demand by Bancorp (together with interest at the rate
of 10 percent per annum).
(e) Related Benefits. Unless you die or your employment
is terminated by Bancorp for Cause or Disability, or by you other than
for Good Reason, Bancorp shall maintain in full force and effect, for
the continued benefit of you for three years after the Date of
Termination, all Benefit Plans in which you were entitled to
participate immediately prior to the Date of Termination, provided that
your continued participation is possible under the general terms and
provisions of such Benefit Plans; provided, however, that if you become
eligible to participate in a benefit plan, program, or arrangement of
another employer which confers benefits upon you substantially similar
to those provided by one or more Benefit Plans, you shall cease to
receive benefits under this subparagraph in respect of such Benefit
Plan or Plans. In the event that your participation in any Benefit Plan
is barred by the provisions of such Benefit Plan, Bancorp shall arrange
to provide you with benefits substantially similar to those which you
are entitled to receive under such Benefit Plan.
(f) No Mitigation. You shall not be required to mitigate
the amount of any payment provided for in this Section 4 by seeking
other employment or otherwise, nor, except as expressly set forth in
subsection 4(e), shall the amount of any payment provided for in this
Section 4 be reduced by any compensation earned by you as the result of
employment by another employer after the Date of Termination, or
otherwise.
5. Gross-Up Payment.
(a) General. In the event any portion of the Total
Payments will be subject to the Excise Tax, Bancorp will pay you an
additional amount (the "Gross-Up Payment") equal to (1) the Excise Tax
imposed on you with respect to the portion of the Total Payments that
constitutes an Excess Parachute Payment, plus (2) all federal, state,
and local income taxes and Excise Tax imposed on you with respect to
the Gross-Up Payment.
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(b) Determining Amount of Excise Tax. For purposes of
determining whether any portion of the Total Payments will be subject to the
Excise Tax and the amount of any Excise Tax:
(i) The entire amount of the Total Payments shall be
treated as an Excess Parachute Payment unless and to the extent, in the
written opinion of Outside Tax Counsel, the Total Payments, in whole or
in part, are not subject to the Excise Tax;
(ii) The value of any noncash benefits or any deferred
payment that are part of the Total Payments shall be determined by
Bancorp's independent accountants in accordance with the requirements
of Sections 280G(d)(3) and 280G(d)(4) of the Code and any regulations
promulgated under those sections.
(c) Determining Amount of Gross-Up Payment. For purposes
of determining the amount of the Gross-Up Payment:
(i) You will be deemed to pay federal income taxes at the
highest marginal rate of federal income taxation applicable to
individuals (including any applicable surtaxes and taking into account
any applicable loss or reduction of deductions or exemptions) for the
Calendar year in which the Gross-Up Payment is to be made;
(ii) You shall be deemed to pay state and local income
taxes at the highest marginal rates of taxation applicable to
individuals (including any applicable surtaxes and taking into account
any applicable loss or reduction of deductions or exemptions) in the
state and locality of your residence at the date the Gross-Up Payment
will be made.
(d) Time of Payment. Bancorp will pay the Gross-Up
Payment to you not later than the 5th day following the Date of Termination;
provided, however, that if the amount of the Gross-Up Payment cannot be finally
determined on or before such day, Bancorp shall pay you on that day an estimate,
as determined in good faith by Bancorp, of the minimum amount of the Gross-Up
Payment, and shall pay the remainder of the Gross-Up Payment (together with
interest at 10 percent per annum) as soon as the amount of the Gross-Up Payment
can be determined, but in no event later than the 90th day after the Date of
Termination. In the
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event that the estimated amount of Gross-Up Payment paid to you exceeds the
total amount of Gross-Up Payment subsequently determined to have been due, the
excess will constitute a loan by Bancorp to you, payable on the 5th day after
demand by Bancorp (together with interest at the rate of 10 percent per annum).
(e) Subsequent Adjustment - Repayment. In the event that
the amount of Excise Tax you are required to pay is subsequently determined to
be less than the amount taken into account under this Agreement, you agree that
promptly after the amount of such reduction in Excise Tax is finally determined,
you will repay to Bancorp, without interest, the amount of such reduction, plus
the net federal income tax benefit, if any, you actually will receive (in the
opinion of Outside Tax Counsel) as a result of making the repayment described in
this Section 5(d).
(f) Subsequent Adjustment - Additional Payment. In the
event that the amount of Excise Tax you are required to pay is subsequently
determined to exceed the amount taken into account under this Agreement, Bancorp
shall make an additional Gross-Up Payment in the manner set forth in this
Section 5 in respect of such additional Excise Tax, plus any interest, additions
to tax, or penalties payable by you with respect to the additional Excise Tax,
promptly after the time that the amount can be reasonably determined.
6. Notice. For the purposes of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement, or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
7. Successors; Binding Agreement.
(a) Bancorp's Successors. This Agreement shall inure to
the benefit of, and be binding upon, any corporate or other successor or
assignee of Bancorp which shall acquire, directly or indirectly, by merger,
consolidation or purchase, or otherwise, all or substantially all of the
business or assets of Bancorp. Bancorp shall require any such successor, by an
agreement in form and substance reasonably satisfactory to you, expressly to
assume
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and agree to perform this Agreement in the same manner and to the same extent as
Bancorp would be required to perform if no such succession had taken place.
(b) Your Successors. This Agreement shall inure to the
benefit of and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If you should die while any amount would still be payable to you
hereunder if you had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
your devisee, legatee, or other designee or, if there is no such designee, to
your estate.
8. Miscellaneous. No provision of this Agreement may be
modified, waived, or discharged unless such modification, waiver, or discharge
is agreed to in a writing signed by you and the Chairman of the Board or
President of Bancorp. No waiver by either party hereto at any time of any breach
by the other party hereto of, or of compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same, or at any prior
or subsequent, time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Oregon.
9. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
10. Payments During Controversy. Notwithstanding the
pendency of any dispute or controversy, Bancorp will continue to pay you your
full compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary and installments of incentive
compensation) and continue you as a participant in all Plans in which you were
participating when the notice giving rise to the dispute was given, until the
dispute is finally resolved in accordance with the procedure described in
Section 1 in connection with the definition of "Date of Termination." Amounts
paid under this section are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other
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amounts due under this Agreement. You shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.
11. Withholding. Bancorp shall withhold from any payment
of Severance Payments or any other benefits under this Agreement all federal,
state, and local taxes as shall be required pursuant to any law or governmental
regulation or ruling.
12. Regulatory Limitations. Notwithstanding any other
provision of this Agreement, Bancorp shall have no obligation to make any
payments to you pursuant to Section 4 of this Agreement if, or to the extent,
such payments are prohibited by any applicable law or regulation, including
without limitation the FDIC's regulations regarding Golden Parachute and
Indemnification Payments promulgated under the Comprehensive Thrift and Bank
Fraud Prosecution and Taxpayer Recovery Act of 1990.
If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to Bancorp the enclosed copy of
this letter, which will then constitute our agreement on this subject.
Sincerely,
U. S. BANCORP
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President
Agreed to this 23rd day
of June , 1995.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
