EXHIBIT 10.1

EMPLOYEE BENEFITS AGREEMENT

BY AND BETWEEN

U.S. BANCORP

AND

PIPER JAFFRAY COMPANIES

DATED AS OF
DECEMBER 22, 2003

ARTICLE I       DEFINITIONS............................................................   1
     1.1        Affiliate..............................................................   1
     1.2        Agreement..............................................................   1
     1.3        Ancillary Agreements...................................................   1
     1.4        Approved Leave of Absence..............................................   1
     1.5        Auditing Party.........................................................   1
     1.6        Award..................................................................   2
     1.7        Benefit Plan...........................................................   2
     1.8        Close of the Distribution Date.........................................   2
     1.9        COBRA..................................................................   2
     1.10       Code...................................................................   2
     1.11       Committee..............................................................   2
     1.12       Covered Employees......................................................   2
     1.13       Distribution...........................................................   2
     1.14       Distribution Date......................................................   2
     1.15       Distribution Year......................................................   2
     1.16       ERISA..................................................................   2
     1.17       Former Parent Employee.................................................   3
     1.18       Former Piper Jaffray Employee..........................................   3
     1.19       Health and Welfare Plans...............................................   3
     1.20       HIPAA..................................................................   3
     1.21       Immediately after the Distribution Date................................   3
     1.22       Independent Third Party................................................   3
     1.23       Liabilities............................................................   3
     1.24       Match Date.............................................................   3
     1.25       Non-parties............................................................   3
     1.26       NYSE...................................................................   3
     1.27       Option.................................................................   3
     1.28       Parent.................................................................   3
     1.29       Parent Common Stock....................................................   3
     1.30       Parent Employee........................................................   4
     1.31       Parent Entities........................................................   4
     1.32       Parent Executive Benefit Plans.........................................   4
     1.33       Parent Flexible Benefit Plans..........................................   4
     1.34       Parent Long-Term Incentive Plans.......................................   4
     1.35       Parent Non-Qualified Retirement Plan...................................   4
     1.36       Parent Non-Qualified Retirement Plan Participant.......................   4
     1.37       Parent Opening Stock Value.............................................   4
     1.38       Parent Pension Plan....................................................   4
     1.39       Parent Post-Retirement Welfare Benefits Plan...........................   4
     1.40       Parent Savings Plan....................................................   5
     1.41       Parent Severance Pay Program...........................................   5
     1.42       Parent Stock Value.....................................................   5
     1.43       Participating Company..................................................   5

     1.44       Person.................................................................   5
     1.45       Piper Jaffray..........................................................   5
     1.46       Piper Jaffray Business.................................................   5
     1.47       Piper Jaffray Common Stock.............................................   5
     1.48       Piper Jaffray Employee.................................................   5
     1.49       Piper Jaffray Entities.................................................   5
     1.50       Piper Jaffray Executive Benefit Plans..................................   6
     1.51       Piper Jaffray Flexible Benefit Plan....................................   6
     1.52       Piper Jaffray Long-Term Incentive Plan.................................   6
     1.53       Piper Jaffray Non-Qualified Retirement Plan............................   6
     1.54       Piper Jaffray Savings Plan.............................................   6
     1.55       Piper Jaffray Savings Plan Trust.......................................   6
     1.56       Restricted Stock.......................................................   6
     1.57       Restricted Stock Unit..................................................   6
     1.58       Separation.............................................................   6
     1.59       Separation and Distribution Agreement..................................   6
     1.60       Subsidiaries...........................................................   6
     1.61       Tax Sharing Agreement..................................................   6
     1.62       Transferred Account Balances...........................................   7
     1.63       Transition Date........................................................   7
     1.64       U.S....................................................................   7

ARTICLE II      GENERAL PRINCIPLES.....................................................   7
     2.1        Employment of Piper Jaffray Employees..................................   7
     2.2        Assumption and Retention of Liabilities; Related Assets................   7
     2.3        Piper Jaffray Participation in Parent Benefit Plans....................   7
     2.4        Service Recognition....................................................   8
     2.5        Approval by Parent as Sole Stockholder.................................   8

ARTICLE III     DEFINED CONTRIBUTION AND DEFINED BENEFIT PLANS.........................   8
     3.1        Savings Plan...........................................................   8
     3.2        Company Match..........................................................   8
     3.3        Parent Pension Plan....................................................   9
                (a)    Retention of Parent Pension Plan................................   9
                (b)    Commencement of Pension.........................................   9
                (c)    Vesting.........................................................   9

ARTICLE IV      HEALTH AND WELFARE PLANS...............................................  10
     4.1        General................................................................  10
                (a)    Establishment of Piper Jaffray Health and Welfare Plans.........  10
                (b)    Retention of Sponsorship and Liabilities........................  10
                (c)    Certain Specific Claims.........................................  10
     4.2        Flexible Benefit Plan..................................................  11
     4.3        Workers' Compensation Liabilities......................................  11
     4.4        Payroll Taxes and Reporting of Compensation............................  11
     4.5        Parent Post-Retirement Welfare Benefits Plan...........................  12

                (a)    Retention of Parent Post-Retirement Welfare Benefits Plan.......  12
                (b)    Piper Jaffray Post-Retirement Welfare Benefits Plans............  12
     4.6        COBRA and HIPAA Compliance.............................................  12

ARTICLE V       EXECUTIVE BENEFITS AND OTHER BENEFITS..................................  12
     5.1        Assumption of Obligations..............................................  12
     5.2        Parent Executive Incentive Plan and the Annual Incentive Plan..........  13
                (a)    Piper Jaffray Bonus Awards......................................  13
                (b)    Parent Bonus Awards.............................................  13
     5.3        Parent Long-Term Incentive Plans.......................................  13
                (a)    Parent Options..................................................  13
                (b)    Parent Restricted Stock.........................................  14
                (c)    Restricted Stock Units..........................................  15
                (d)    Incentive Stock Options; Foreign Grants/Awards..................  16
                (e)    Miscellaneous Option and Other Award Terms......................  14
                (f)    Waiting Period for Exercisability of Options and Grant
                       of Options and Awards...........................................  15
                (g)    Restrictive Covenants...........................................  16
     5.4        Registration Requirements..............................................  16
     5.5        Parent Non-Qualified Retirement Plans..................................  16
     5.6        Severance Plans........................................................  16
     5.7        Employee Cash Awards in Connection with the Distribution...............  17

ARTICLE VI      GENERAL AND ADMINISTRATIVE.............................................  17
     6.1        Sharing of Participant Information.....................................  17
     6.2        Reasonable Efforts/Cooperation.........................................  18
     6.3        No Third-Party Beneficiaries...........................................  18
     6.4        Audit Rights With Respect to Information Provided......................  18
     6.5        Fiduciary Matters......................................................  19
     6.6        Consent of Third Parties...............................................  19

ARTICLE VII     MISCELLANEOUS..........................................................  19
     7.1        Effect If Distribution Does Not Occur..................................  19
     7.2        Relationship of Parties................................................  19
     7.3        Affiliates.............................................................  20
     7.4        Notices................................................................  20
     7.5        Incorporation of Separation and Distribution Agreement Provisions......  20

SIGNATURES OF THE PARTIES

EMPLOYEE BENEFITS AGREEMENT

This EMPLOYEE BENEFITS AGREEMENT, dated as of December 22, 2003 is by and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray Companies, a Delaware corporation ("Piper Jaffray"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or assigned to them in the Separation and Distribution Agreement (as defined below), as applicable.

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its stockholders to separate Parent's existing businesses into two independent companies;

WHEREAS, in furtherance of the foregoing, Parent and Piper Jaffray have entered into a Separation and Distribution Agreement, dated as of the date hereof (the "Separation and Distribution Agreement"), and other ancillary agreements that will govern certain matters relating to the Separation and the relationship of Parent, Piper Jaffray and their respective Subsidiaries following the Distribution Date; and

WHEREAS, pursuant to the Separation and Distribution Agreement, Parent and Piper Jaffray have agreed to enter into this Agreement for the purpose of allocating assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between and among them.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

1.1 "Affiliate" has the meaning given that term in the Separation and Distribution Agreement.

1.2 "Agreement" means this Employee Benefits Agreement, including all the Schedules hereto.

1.3 "Ancillary Agreements" has the meaning given that term in the Separation and Distribution Agreement.

1.4 "Approved Leave of Absence" means an absence from active service (i) due to an individual's inability to perform his or her regular job duties by reason of illness or injury and resulting in eligibility to receive benefits pursuant to the terms of the Parent Short-Term Disability Program or the Parent Long-Term Disability Program, or (ii) pursuant to an approved leave policy with a guaranteed right of reinstatement.

1.5 "Auditing Party" has the meaning set forth in Section 6.4(a).

1.6 "Award," when immediately preceded by "Parent," means Parent Restricted Stock and Parent Restricted Stock Units and, when immediately preceded by "Piper Jaffray," means Piper Jaffray Restricted Stock and Restricted Stock Units.

1.7 "Benefit Plan" shall mean, with respect to an entity or any of its Subsidiaries, (a) each "employee welfare benefit plan" (as defined in
Section 3(1) of ERISA) and all other employee benefits arrangements, policies or payroll practices (including, without limitation, severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all "employee pension benefit plans" (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). When immediately preceded by "Parent," Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Parent or a Parent Entity. When immediately preceded by "Piper Jaffray," Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Piper Jaffray or any Piper Jaffray Entity. The Piper Jaffray Benefit Plans in effect prior to the Distribution are listed in Schedule 1.7 hereto.

1.8 "Close of the Distribution Date" means 11:59:59 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

1.9 "COBRA" means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608.

1.10 "Code" means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision.

1.11 "Committee" has the meaning set forth in Section 5.3(a).

1.12 "Covered Employees" has the meaning set forth in Section 4.2(i).

1.13 "Distribution" has the meaning given that term in the Separation and Distribution Agreement.

1.14 "Distribution Date" has the meaning given that term in the Separation and Distribution Agreement.

1.15 "Distribution Year" means the calendar year during which the Distribution Date occurs.

1.16 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in force under that provision.

1.17 "Former Parent Employee" means any individual who is a former employee of Parent or a Parent Entity as of the Distribution Date.

1.18 "Former Piper Jaffray Employee" means any individual who is a former employee of Piper Jaffray or a Piper Jaffray Entity as of the Distribution Date.

1.19 "Health and Welfare Plans" shall mean any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical, dental, surgical or hospital care or benefits, or benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA. When immediately preceded by "Parent," Health and Welfare Plans means each Health and Welfare Plan that is a Parent Benefit Plan. When immediately preceded by "Piper Jaffray," Health and Welfare Plans means each Health and Welfare Plan that is a Piper Jaffray Benefit Plan.

1.20 "HIPAA" means the health insurance portability and accountability requirements for "group health plans" under the Health Insurance Portability and Accountability Act of 1996, as amended.

1.21 "Immediately after the Distribution Date" means on the first moment of the day after the Distribution Date.

1.22 "Independent Third Party" has the meaning set forth in Section 5.3(f)(vi) of this Agreement.

1.23 "Liabilities" has the meaning given that term in the Separation and Distribution Agreement.

1.24 "Match Date" has the meaning set forth in Section 3.2.

1.25 "Non-parties" has the meaning set forth in Section 6.4(b).

1.26 "NYSE" means the New York Stock Exchange, Inc.

1.27 "Option," when immediately preceded by "Parent," means an option (either nonqualified or incentive) to purchase shares of Parent Common Stock pursuant to a Parent Long-Term Incentive Plan. When immediately preceded by "Piper Jaffray," Option means an option (either nonqualified or incentive) to purchase shares of Piper Jaffray Common Stock pursuant to the Piper Jaffray Long-Term Incentive Plan.

1.28 "Parent" is defined in the preamble to this Agreement.

1.29 "Parent Common Stock" has the meaning set forth in the Separation and Distribution Agreement.

1.30 "Parent Employee" means any individual who, immediately prior to the Close of the Distribution Date, is either actively employed by, or then on Approved Leave of Absence from, any Parent Entity.

1.31 "Parent Entities" means the members of the Parent Group, as defined in the Separation and Distribution Agreement, and their respective Subsidiaries and Affiliates, excluding any business or operations (whether current or historical, regardless of whether discontinued or sold) that are included in the Piper Jaffray Business.

1.32 "Parent Executive Benefit Plans" means the executive benefit and nonqualified plans, programs, and arrangements established, sponsored, maintained, or agreed upon, by any Parent Entity for the benefit of employees and former employees of any Parent Entity before the Close of the Distribution Date.

1.33 "Parent Flexible Benefit Plans" means the Parent Flexible Benefit Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

1.34 "Parent Long-Term Incentive Plans" means any of the U.S. Bancorp 2001 Stock Incentive Plan, the U.S. Bancorp 2001 Employee Stock Incentive Plan, the U.S. Bancorp 1999 Stock Incentive Plan, the Firstar Corporation 1999 Employee Stock Incentive Plan, the Firstar Corporation 1998 Employee Stock Incentive Plan, the U.S. Bancorp 1998 Executive Stock Incentive Plan, the U.S. Bancorp 1997 Stock Incentive Plan, the Star Banc Corporation 1996 Starshare Stock Incentive Plan for Employees, the 1991 Performance and Equity Incentive Plan of the former U.S. Bancorp, the Piper Jaffray 1993 Omnibus Stock Plan, the U.S. Bancorp 1991 Executive Stock Incentive Plan and any other stock incentive plan of Parent, all as in effect as of the time relevant to the applicable provisions of this Agreement.

1.35 "Parent Non-Qualified Retirement Plan" means the U.S. Bancorp Non-Qualified Retirement Plan in effect as of the time relevant to the applicable provision of this Agreement.

1.36 "Parent Non-Qualified Retirement Plan Participant" means any individual who has an accrued balance in the Parent Non-Qualified Retirement Plan as of the Distribution Date.

1.37 "Parent Opening Stock Value" means the opening per-share price of Parent Common Stock as listed on the NYSE as of the opening of trading on the first trading day following the Distribution Date; provided, however, that if the Distribution occurs at a time when the NYSE is open for trading, Parent Opening Stock Value shall mean the price at which Parent Common Stock trades as of the moment immediately after the Distribution; and provided, further, that if the Distribution occurs prior to opening of trading on the NYSE on the Distribution Date, the Parent Opening Stock Value shall mean the price at which Parent Common Stock first trades on the Distribution Date.

1.38 "Parent Pension Plan" means the U.S. Bancorp Pension Plan in effect as of the time relevant to the applicable provision of this Agreement.

1.39 "Parent Post-Retirement Welfare Benefits Plan" means the Health and Welfare Plan of Parent providing medical, dental or death benefits for retirees.

1.40 "Parent Savings Plan" means the U.S. Bancorp 401(k) Savings Plan as in effect as of the time relevant to the applicable provision of this Agreement.

1.41 "Parent Severance Pay Program" means the U.S. Bancorp Severance Pay Program and the Parent Severance Pay Excess Plan, including any severance benefits payable under the U.S. Bancorp Comprehensive Welfare Benefit Plan or any component Benefit Plans thereof such as the U.S. Bancorp Comprehensive Welfare Benefit Middle Management Change in Control Excess Plan, each as in effect as of the time relevant to the applicable provision of this Agreement.

1.42 "Parent Stock Value" means the closing per-share price of the Parent Common Stock trading "regular way with due bills" as listed on the NYSE as of 4:00 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect) on the Distribution Date; provided, however, that if the Distribution occurs at a time when the NYSE is open for trading, Parent Stock Value shall mean the price at which Parent Common Stock trades "regular way with due bills" as of the moment immediately prior to the Distribution; and, provided, further, that if the Distribution occurs prior to opening of trading on the NYSE on the Distribution Date, Parent Stock Value shall mean the closing per-share price of the Parent Common Stock trading "regular way with due bills" as listed on the NYSE as of 4:00 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect) on the trading date immediately preceding the Distribution Date.

1.43 "Participating Company" means (a) Parent, (b) any Person (other than an individual) that Parent has approved for participation in, and which is participating in, a plan sponsored by any Parent Entity, and (c) any Person (other than an individual) which, by the terms of such a plan, participates in such plan or any employees of which, by the terms of such plan, participate in or are covered by such plan.

1.44 "Person" has the meaning given that term in the Separation and Distribution Agreement.

1.45 "Piper Jaffray" is defined in the preamble to this Agreement.

1.46 "Piper Jaffray Business" has the meaning given to that term in the Separation and Distribution Agreement.

1.47 "Piper Jaffray Common Stock" means the Piper Jaffray Common Stock as defined in the Separation and Distribution Agreement.

1.48 "Piper Jaffray Employee" means any individual who, immediately prior to the Distribution, is either actively employed by, or then on Approved Leave of Absence from, a Piper Jaffray Entity.

1.49 "Piper Jaffray Entities" means the Piper Jaffray Group as defined in the Separation and Distribution Agreement and any business or operations (whether current or historical regardless of whether discontinued or sold) included in the Piper Jaffray Business.

1.50 "Piper Jaffray Executive Benefit Plans" means the executive benefit and nonqualified plans, programs, and arrangements established, sponsored, maintained, or agreed upon, by any Piper Jaffray Entity for the benefit of employees and former employees of any Piper Jaffray Entity before the Close of the Distribution Date.

1.51 "Piper Jaffray Flexible Benefit Plan" means the flexible benefit plan to be established by Piper Jaffray pursuant to Section 4.2 of this Agreement as in effect as of the time relevant to the applicable provision of this agreement.

1.52 "Piper Jaffray Long-Term Incentive Plan" means the long-term incentive plan or program to be established by Piper Jaffray, effective immediately prior to the Distribution Date, in connection with the treatment of Awards as described in Article V.

1.53. "Piper Jaffray Non-Qualified Retirement Plan" has the meaning set forth in Section 5.5.

1.54 "Piper Jaffray Savings Plan" means the 401(k) and profit sharing plan to be established by Piper Jaffray pursuant to Section 3.1 of this Agreement, as in effect as of the time relevant to the applicable provision of this agreement.

1.55 "Piper Jaffray Savings Plan Trust" means a trust relating to the Piper Jaffray Savings Plan intended to qualify under Section 401(a) and be exempt under Section 501(a) of the Code.

1.56 "Restricted Stock," when immediately preceded by "Parent," means shares of Parent Common Stock issued under a Parent Long-Term Incentive Plan subject to forfeiture in the event that certain terms and conditions are not satisfied and, when immediately preceded by "Piper Jaffray," means shares of Piper Jaffray Common Stock issued under the Piper Jaffray Long-Term Incentive Plan subject to forfeiture in the event that certain terms and conditions are not satisfied.

1.57 "Restricted Stock Unit" when immediately preceded by "Parent," means units representing hypothetical shares of Parent Common Stock issued under a Parent Benefit Plan and, when immediately preceded by "Piper Jaffray," means units representing hypothetical shares of Piper Jaffray Common Stock issued under the Piper Jaffray Long-Term Incentive Plan.

1.58 "Separation" has the meaning given that term in the Separation and Distribution Agreement.

1.59 "Separation and Distribution Agreement" is defined in the preamble to this Agreement.

1.60 "Subsidiaries" has the meaning given that term in the Separation and Distribution Agreement.

1.61 "Tax Sharing Agreement" means the Tax Sharing Agreement entered into as of the date hereof between Parent and Piper Jaffray.

1.62 "Transferred Account Balances" has the meaning set forth in
Section 4.2(i).

1.63 "Transition Date" has the meaning set forth in Section 4.1(a).

1.64 "U.S." means the 50 United States of America and the District of Columbia.

ARTICLE II

GENERAL PRINCIPLES

2.1 Employment of Piper Jaffray Employees. All Piper Jaffray Employees shall continue to be employees of Piper Jaffray or another Piper Jaffray Entity, as the case may be, immediately after the Distribution.

2.2 Assumption and Retention of Liabilities; Related Assets.

(a) As of the Distribution Date, except as expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entity, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement.

(b) From and after the Distribution Date, except as expressly provided in this Agreement, Piper Jaffray and the Piper Jaffray Entities shall assume or retain, as applicable, and Piper Jaffray hereby agrees to pay, perform, fulfill and discharge, (i) all Liabilities under all Piper Jaffray Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Piper Jaffray Employees and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Piper Jaffray or a Piper Jaffray Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Piper Jaffray or a Piper Jaffray Entity), and their dependents and beneficiaries, and (iii) all Liabilities that are expressly assigned to Piper Jaffray or any Piper Jaffray Entity under this Agreement.

2.3 Piper Jaffray Participation in Parent Benefit Plans. Except as expressly provided in this Agreement, effective as of the Close of the Distribution Date, Piper Jaffray and each other Piper Jaffray Entity shall cease to be a Participating Company in any Parent Benefit Plan, and

Parent and Piper Jaffray shall take all necessary action before the Distribution Date to effectuate such cessation as a Participating Company.

2.4 Service Recognition. Piper Jaffray shall cause the Piper Jaffray Benefit Plans with respect to which service is a relevant factor to credit Piper Jaffray Employees who are employed by Piper Jaffray immediately following the Distribution with service before the Distribution Date recognized by Parent under the terms of Parent Benefit Plans with respect to which service is a relevant factor, except (a) to the extent duplication of benefits would result and (b) for purposes of benefit accruals under any defined benefit pension plan.

2.5 Approval by Parent as Sole Stockholder. Prior to the Distribution, Parent shall cause Piper Jaffray to adopt the Piper Jaffray 2003 Long-Term Incentive Plan substantially in the form attached hereto as Exhibit A.

ARTICLE III

DEFINED CONTRIBUTION AND DEFINED BENEFIT PLANS

3.1 Savings Plan. As soon as practicable (and in no event later than 30 days) after the Distribution Date, Piper Jaffray shall establish the Piper Jaffray Savings Plan and the Piper Jaffray Savings Trust. As soon as practical following the establishment of the Piper Jaffray Savings Plan and the Piper Jaffray Savings Trust, Parent shall cause the accounts (including any outstanding loan balances) of the Piper Jaffray Employees who elect a transfer under the Parent Savings Plan to be transferred to the Piper Jaffray Savings Plan and the Piper Jaffray Savings Trust in cash or such other assets as mutually agreed by Parent and Piper Jaffray, and Piper Jaffray shall cause the Piper Jaffray Savings Plan to assume and be solely responsible for all Liabilities under the Piper Jaffray Savings Plan to or relating to Piper Jaffray Employees who elect a transfer of their accounts (to the extent assets related to those accounts are transferred from the Parent Savings Plan). Piper Jaffray will cause the Piper Jaffray Savings Plan to accept direct and indirect rollovers from the Parent Savings Plan of any account balances of such Piper Jaffray Employees in accordance with the applicable provisions of the Code. Notwithstanding the foregoing, the Piper Jaffray Savings Plan shall not be required to accept a rollover of any Parent Common Stock that is held in the accounts of Piper Jaffray Employees. Any outstanding participant loans to Piper Jaffray Employees who elect a transfer under the Parent Savings Plan of their account to the Piper Jaffray Savings Plan shall be transferred to the Piper Jaffray Savings Plan in kind. Parent and Piper Jaffray agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.1; provided that Piper Jaffray acknowledges that it will be responsible for complying with any requirements and applying for any determination letters with respect to the Piper Jaffray Savings Plan.

3.2 Company Match. Prior to the Distribution, Parent shall amend the Parent Savings Plan to provide for the making of matching contributions under the Parent Savings Plan to Piper Jaffray Employees for contributions made to the Parent Savings Plan by such Piper Jaffray Employees on or prior to the Distribution Date. As soon as possible following the Distribution Date (the "Match Date"), Parent shall, to the extent (a) permissible under Treasury regulations and (b) such contributions are deemed to be qualified contributions, pursuant to compliance testing of the Parent Savings Plan, contribute to accounts of Piper Jaffray Employees under the

Parent Savings Plan all matching contributions, if any, due to the Piper Jaffray Employees who participate in the Parent Savings Plan through the Distribution Date pursuant to the terms and conditions of the Parent Savings Plan. As soon as practicable following the end of the year in which the Distribution Date occurs, Piper Jaffray shall, to the extent (a) permissible under Treasury regulations and (b) such contributions are deemed to be qualified contributions, pursuant to compliance testing of the Piper Jaffray Savings Plan, contribute to the Piper Jaffray Savings Plan all matching contributions, if any, due under the terms and conditions of the Piper Jaffray Savings Plan to the Piper Jaffray Employees who participate in the Piper Jaffray Savings Plan from the Distribution Date through the end of the year in which the Distribution Date occurs.

3.3 Parent Pension Plan.

(a) Retention of Parent Pension Plan. Effective as of the Close of the Distribution Date, Parent shall retain:

(i) sponsorship of the Parent Pension Plan and its related trust and any other trust or other funding arrangement established or maintained with respect to such plan, or any assets held as of the Distribution Date with respect to such plan; and

(ii) all Liabilities relating to, arising out of or resulting from claims incurred by or on behalf of any individuals with respect to benefits under the Parent Pension Plan.

(b) Commencement of Pension. Effective as of the Close of the Distribution Date, each Piper Jaffray Employee who is a participant in the Parent Pension Plan shall be deemed to have terminated employment with Parent and, to the extent vested in his or her benefit under the plan, shall be eligible to request distribution of his or her pension in accordance with the terms of such plan.

(c) Vesting. Following the Close of the Distribution Date, each Piper Jaffray Employee who is a participant in the Parent Pension Plan as of immediately prior to the Distribution Date and not vested in his or her benefit under the Parent Pension Plan as of the Distribution Date shall continue to vest in his or her benefit under the Parent Pension Plan for so long as such Piper Jaffray Employee remains employed with Piper Jaffray or a Piper Jaffray Entity, but upon termination of such employment such Piper Jaffray Employee's benefit shall no longer continue to vest. Piper Jaffray shall notify Parent on a quarterly basis at the end of each quarter following the Distribution Date of any participant in the Parent Pension Plan who is not vested in his or her benefit under the Parent Pension Plan who has terminated employment with Piper Jaffray and the Piper Jaffray Entities.

ARTICLE IV

HEALTH AND WELFARE PLANS

4.1 General.

(a) Establishment of Piper Jaffray Health and Welfare Plans. Effective as of January 1, 2004 (the "Transition Date"), Piper Jaffray shall adopt Health and Welfare Plans for the benefit of Piper Jaffray Employees, and Piper Jaffray shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of Piper Jaffray Employees or their covered dependents under the Piper Jaffray Health and Welfare Plans on or after the Transition Date.

(b) Retention of Sponsorship and Liabilities. As of immediately prior to the Transition Date, Parent shall retain:

(i) sponsorship of all Parent Health and Welfare Plans and any trust or other funding arrangement established or maintained with respect to such plans, including any "voluntary employee's beneficiary association", or any assets held as of the Transition Date with respect to such plans;

(ii) all Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of Parent Employees, Former Parent Employees, Piper Jaffray Employees and Former Piper Jaffray Employees, or their covered dependents under the Parent Health and Welfare Plans on or before the Transition Date; and

(iii) except as provided in Section 4.1(c), all Liabilities relating to health and welfare coverage or claims incurred by or on behalf of Parent Employees, Former Parent Employees and Former Piper Jaffray Employees or their covered dependents on or after the Transition Date under the Parent Health and Welfare Plans.

Except as provided in Section 4.1(c), Parent shall not assume any Liability relating to health and welfare claims incurred by or on behalf of Piper Jaffray Employees or their covered dependents on or after the Transition Date, and such claims shall be satisfied pursuant to Section 4.1(a). Except as provided in
Section 4.1(c), a claim or Liability (1) for medical, dental, vision and/or prescription drug benefits shall be deemed to be incurred upon the rendering of health services giving rise to the obligation to pay such benefits; (2) for life insurance and accidental death and dismemberment and business travel accident insurance benefits and workers' compensation benefits shall be deemed to be incurred upon the occurrence of the event giving rise to the entitlement to such benefits; (3) for salary continuation or other disability benefits shall be deemed to be incurred upon the effective date of an individual's disability giving rise to the entitlement to such benefits; and (4) for a period of continuous hospitalization shall be deemed to be incurred on the date of admission to the hospital.

(c) Certain Specific Claims. Parent shall be responsible for all Liabilities under the applicable Parent Health and Welfare Plan that relate to, arise out of or result from any period of continuous hospitalization of a Piper Jaffray Employee or Former Piper Jaffray Employee or his or her covered dependent that begins before the Transition Date under a Parent Health and Welfare Plan and continues after the Transition Date; provided, however, that Parent

shall not be responsible for Liabilities in excess of the benefits otherwise provided by the terms of the respective plans. Parent also shall be responsible for all Liabilities under the applicable Parent Health and Welfare Plan that relate to, arise out of or result from any denture work, bridge work, crown installation or root canal therapy for a Piper Jaffray Employee, Former Piper Jaffray Employee or his or her covered dependent for which preparatory dental services have been rendered under a Parent Health and Welfare Plan on or before the Transition Date and such dental treatment continues after the Transition Date, provided that such dental treatment is concluded within allowable time limitations under the applicable Parent Health and Welfare Plan. Coverage for any such hospitalization or dental services shall be provided after the Transition Date without interruption under the appropriate Parent Health and Welfare Plan until such hospitalization or treatment for such condition is concluded or discontinued subject to applicable plan rules and limitations.

4.2 Flexible Benefit Plan. Parent shall be responsible for all Liabilities of the Piper Jaffray Employees who are participants in the Parent Flexible Benefit Plan (the "Covered Employees") under the health care reimbursement program, the transit and parking reimbursement program and the dependent care reimbursement program of the Parent Flexible Benefit Plan for claims incurred at any time during the 2003 plan year of the Parent Flexible Benefit Plan and submitted to the Parent in accordance with the terms and conditions of the Parent Flexible Benefit Plan.

4.3 Workers' Compensation Liabilities. Except as provided below, all workers' compensation Liabilities relating to, arising out of, or resulting from any claim by a Parent Employee, Former Parent Employee, Piper Jaffray Employee and Former Piper Jaffray Employee that results from an accident occurring, or from an occupational disease which becomes manifest, before the Close of the Distribution Date shall be retained by Parent; provided, however, that all amounts payable by Parent relating to, arising out of or resulting from any such claim by a Piper Jaffray Employee shall be deemed to be a Piper Jaffray Liability for purposes of the Insurance Matters Agreement and shall be paid by Parent or Piper Jaffray as set forth in the Insurance Matters Agreement. All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by a Parent Employee, Former Parent Employee or Former Piper Jaffray Employee that results from an accident occurring, or from an occupational disease which becomes manifest, on or after the Distribution Date shall be retained by Parent. All workers' compensation Liabilities relating to, arising out of, or resulting from any claim by a Piper Jaffray Employee that results from an accident occurring, or from an occupational disease which becomes manifest, on or after the Distribution Date shall be retained by Piper Jaffray. For purposes of this Agreement, a compensable injury shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers' compensation benefits or an occupational disease becomes manifest, as the case may be. Parent, Piper Jaffray and the other Piper Jaffray Entities shall cooperate with respect to any notification to appropriate governmental agencies of the Distribution and the issuance of new, or the transfer of existing, workers' compensation insurance policies and claims handling contracts.

4.4 Payroll Taxes and Reporting of Compensation. Parent and Piper Jaffray shall, and shall cause the other Parent Entities and the other Piper Jaffray Entities to, respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the Distribution Date. Parent and Piper Jaffray shall, and shall cause

the other Parent Entities and the other Piper Jaffray Entities to, respectively, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by their respective employees after the Close of the Distribution Date, including compensation related to the exercise of Options.

4.5 Parent Post-Retirement Welfare Benefits Plan.

(a) Retention of Parent Post-Retirement Welfare Benefits Plan. As of the Distribution Date, Parent shall retain (i) sponsorship of all Parent Post-Retirement Welfare Benefits Plans and any trust or other funding arrangement established or maintained with respect to such plans, or any assets held as of the Distribution Date with respect to such plans and (ii) all Liabilities relating to, arising out of, or resulting from retiree health and welfare coverage or claims incurred by or on behalf of Parent Employees, Former Parent Employees, Former Piper Jaffray Employees or their covered dependents under the Parent Post-Retirement Welfare Benefits Plans. Parent shall not assume any Liability relating to post-retirement welfare claims incurred by or on behalf of Piper Jaffray Employees or their covered dependents after the Distribution Date, and such claims shall be satisfied by Piper Jaffray pursuant to Section 4.5(b).

(b) Piper Jaffray Post-Retirement Welfare Benefits Plans. Effective as of the Distribution Date, (i) Piper Jaffray may, in its sole discretion, adopt Post-Retirement Welfare Benefits Plans for the benefit of Piper Jaffray Employees, and (ii) Piper Jaffray shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of Piper Jaffray Employees or their covered dependents under the Piper Jaffray Post-Retirement Welfare Benefits Plans.

4.6 COBRA and HIPAA Compliance. Parent shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Parent Health and Welfare Plans with respect to Piper Jaffray Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Parent Health and Welfare Plans at any time on or before December 31, 2003. Effective on the Transition Date, Piper Jaffray or another Piper Jaffray Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Piper Jaffray Health and Welfare Plans with respect to Piper Jaffray Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Piper Jaffray Health and Welfare Plans at any time after December 31, 2003. The parties hereto agree that the consummation of the transactions contemplated by this Agreement and the Separation Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

ARTICLE V

EXECUTIVE BENEFITS AND OTHER BENEFITS

5.1 Assumption of Obligations. Except as provided in this Agreement, effective as of the Distribution Time, Piper Jaffray shall assume and be solely responsible for all Liabilities to or relating to Piper Jaffray Employees under all Parent Executive Benefit Plans and Piper Jaffray

Executive Benefit Plans. None of the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements, including, without limitation, this Agreement, constitutes a change in control for purposes of any Employee Benefit Plan.

5.2 Parent Executive Incentive Plan and the Annual Incentive Plan.

(a) Piper Jaffray Bonus Awards. Piper Jaffray shall be responsible for determining all bonus awards that would otherwise be payable under the U.S. Bancorp Executive Incentive Plan and the U.S. Bancorp Annual Incentive Plan to Piper Jaffray Employees for the Distribution Year. Piper Jaffray shall also determine for Piper Jaffray Employees (i) the extent to which established performance criteria (as interpreted by Piper Jaffray, in its sole discretion) have been met, and (ii) the payment level for each Piper Jaffray Employee. Piper Jaffray shall assume all Liabilities with respect to any such bonus awards payable to Piper Jaffray Employees for the Distribution Year and thereafter.

(b) Parent Bonus Awards. Parent shall be responsible for determining all bonus awards that would otherwise be payable under the U.S. Bancorp Executive Incentive Plan and the U.S. Bancorp Annual Incentive Plan to Parent Employees for the Distribution Year. Parent shall also determine for Parent Employees (i) the extent to which established performance criteria have been met, and (ii) the payment level for each such Parent Employee. Parent shall retain all Liabilities with respect to any such bonus awards payable to Parent Employees for the Distribution Year and thereafter.

5.3 Parent Long-Term Incentive Plans. Parent and Piper Jaffray shall use their reasonable best efforts to take all actions necessary or appropriate so that each outstanding Option and Award granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in this Article V.

(a) Parent Options. As determined by the Compensation Committee of the Parent Board of Directors (the "Committee") in its sole discretion pursuant to its authority under any of the Parent Long-Term Incentive Plans, each Parent Option shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to such Parent Option immediately prior to the Distribution; provided, however, that from and after the Close of the Distribution (i) the number of shares of Parent Common Stock subject to such Parent Option, rounded to the nearest whole share, shall be equal to the product of (x) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Date and (y) the quotient obtained by dividing the Parent Stock Value by the Parent Opening Stock Value and (ii) the exercise price of such Parent Option, rounded to the nearest whole cent, shall be equal to the quotient obtained by dividing (x) the exercise price of such Parent Option immediately prior to the Distribution by
(y) the quotient obtained by dividing the Parent Stock Value by the Parent Opening Stock Value; provided, however, that, in the case of any Parent Option to which Section 421 of the Code applies by reason of its qualification under
Section 422 of the Code as of the Distribution, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

(b) Parent Restricted Stock. As determined by the Committee in its sole discretion pursuant to its authority under any of the Parent Long-Term Incentive Plans, each share of Parent Restricted Stock shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to such Parent Restricted Stock immediately prior to the Distribution; provided, however, that on the Close of the Distribution, the holder of the Parent Restricted Stock (including any Piper Jaffray Employee who held Parent Restricted Stock as of immediately prior to the Distribution) shall receive a number of shares of Piper Jaffray Common Stock determined in the manner set forth in Section 3.1 of the Separation and Distribution Agreement. Notwithstanding anything in any award agreement evidencing the grant of such Parent Restricted Stock to the contrary, in no event shall the Piper Jaffray Common Stock received with respect to such Parent Restricted Stock be subject to any restriction.

(c) Parent Restricted Stock Units. As determined by the Committee in its sole discretion pursuant to its authority under any of the Parent Long-Term Incentive Plans, each Parent Restricted Stock Unit shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to such Parent Restricted Stock Unit immediately prior to the Distribution; provided, however, that from and after the Close of the Distribution the number of shares of Parent Common Stock subject to such Parent Restricted Stock Unit, rounded to the nearest whole share, shall be equal to the product of (x) the number of shares of Parent Common Stock subject to such Parent Restricted Stock Unit immediately prior to the Distribution Date and (y) the quotient obtained by dividing the Parent Stock Value by the Parent Opening Stock Value.

(d) Incentive Stock Options; Foreign Grants/Awards. To the extent that the Parent Awards or any of the Parent Options are granted to non-U.S. employees under any domestic or foreign equity-based incentive program sponsored by a Parent Entity, subject to the provisions of Sections 5.3(a), 5.3(b), 5.3(c) and 5.3(d), Parent and Piper Jaffray shall use their commercially reasonable efforts to preserve, at and after the Distribution, the value and tax treatment accorded to such Parent Options and such Parent Awards granted to non-U.S. employees under any domestic or foreign equity-based incentive program sponsored by a Parent Entity. The parties hereby delegate to the Parent Executive Vice President-Human Resources, for periods before the Distribution Date, the authority to determine an appropriate methodology for adjusting such grants or awards in a manner that is, to the extent possible, consistent with the treatment of such awards and grants for U.S. employees.

(e) Miscellaneous Option and Other Award Terms.

(i) After the Distribution Date, Parent Options and Parent Awards adjusted pursuant to Section 5.3, regardless of by whom held, shall be settled by Parent pursuant to the terms of the Parent Long-Term Incentive Plan, and Piper Jaffray Options and Piper Jaffray Awards, regardless of by whom held, shall be settled by Piper Jaffray pursuant to the terms of the Piper Jaffray Long-Term Incentive Plan. The Distribution shall constitute a termination of employment for all Piper Jaffray Employees for purposes of any Parent Option or Parent Award.

(ii) Parent or a Parent Entity shall claim the benefit of federal, state, and local tax deductions related to the exercise of all adjusted Parent Options and the vesting or settlement, as applicable, of Parent Awards after the Distribution Date and none of Piper Jaffray

or any Piper Jaffray Entity shall claim any such tax deductions. After the Distribution Date, Parent and the Parent Entities shall be responsible for the proper payroll tax treatment and the proper reporting to the appropriate governmental authorities of compensation relating to all option exercises of Parent Options and vesting or settlement, as applicable, of Parent Awards.

(iii) Piper Jaffray or a Piper Jaffray Entity shall claim the benefit of federal, state and local tax deductions related to the exercise of Piper Jaffray Options and the vesting or settlement, as applicable, of Piper Jaffray Awards after the Distribution Date and neither Parent nor any Parent Entity shall claim any such tax deductions. After the Distribution Date, Piper Jaffray and the Piper Jaffray Entities shall be responsible for the proper payroll tax treatment and the proper reporting to the appropriate governmental authorities of compensation relating to all option exercises of Piper Jaffray Options and vesting or settlement, as applicable, of Piper Jaffray Awards.

(iv) Parent and Piper Jaffray agree to act (or to take such action) with respect to such federal, state, or local tax deductions, and with respect to fulfilling the payroll tax and reporting obligations on compensation as are reasonably necessary or appropriate to achieve, maintain and/or preserve such tax results.

(v) If (A) as a result of a determination (as defined in Section 1313 of the Code) or (B) in the opinion of nationally recognized tax counsel to Parent or Piper Jaffray, which opinion and tax counsel are reasonably acceptable to the other party hereto, as a result of final or pending Treasury Regulations, Internal Revenue Service announcement or otherwise, in each case, there is a substantial likelihood that the tax deductions related to the exercise of Options or Awards under this Agreement and/or the payroll tax and reporting obligations related to the exercise of Options or vesting or settlement of Awards, will be inconsistent with all or any part of Section 5.3 above, the parties shall negotiate in good faith to restructure the arrangements set forth herein so that (I) if, pursuant to the determination or opinion, a party gets a tax deduction it was not entitled to claim under the terms of this Agreement, that party shall pay over to the party entitled to claim the deduction under the terms of this Agreement, as if and for the tax year(s) recognized through a reduction in taxes due and/or the receipt of a refund in an amount equal to the lesser of (X) its tax benefit and (Y) the benefit otherwise available to the party entitled to such deduction under the terms of this Agreement, as if and for the tax year(s) when such deduction would have resulted in a reduction in taxes due and/or the receipt of a refund and
(II) the reporting and financial burden of the payroll taxes are, to the extent practicable, as described above. Any such amounts shall be payable within 30 days of the filing of the return in which the benefit described in (X) or (Y) of the preceding sentence, whichever is later, is reflected. If the parties are unable to reach an agreement on how to restructure the arrangements set forth herein within 90 days of such determination or the receipt of the opinion of counsel described in the first sentence of this subparagraph (vi) such disagreement shall be resolved by a nationally recognized law firm or accounting firm ("Independent Third Party"), selected in a manner similar to the procedure set forth in Section 3(b)(iii) of the Tax Sharing Agreement, whose judgment shall be conclusive and binding upon the parties. The cost of any Independent Third Party shall be shared equally between the parties.

(f) Waiting Period for Exercisability of Options and Grant of Options and Awards. The Parent Options and Piper Jaffray Options shall not be exercisable during a period

beginning on a date prior to the Distribution Date determined by Parent in its sole discretion, and continuing until the Parent Opening Stock Value and the Parent Stock Value are determined immediately after the Distribution, or such longer period as Parent determines necessary to implement the provisions of this
Section 5.3. In addition, Piper Jaffray shall not grant any Piper Jaffray Option or Piper Jaffray Award under the Piper Jaffray Long-Term Incentive Plan during the period commencing on the Distribution Date and ending on the date that is 90 days after the Distribution Date.

(g) Restrictive Covenants. Following the Distribution Date, Piper Jaffray shall use its reasonable best efforts to monitor the Piper Jaffray Employees and Former Piper Jaffray Employees to determine whether any such Piper Jaffray Employees or Former Piper Jaffray Employees have breached any of the restrictive covenants in the agreements evidencing the terms of their Parent Options and Parent Awards. As soon as practicable following Piper Jaffray's reasonable belief that a Piper Jaffray Employee or Former Piper Jaffray Employee has breached any such covenant, Piper Jaffray shall provide Parent in writing with the name and address of such employee or former employee and the name and address of the enterprise in which such employee or former employee is believed to have been engaged. Notwithstanding the foregoing or anything in any agreement evidencing the terms of any Parent Options and Parent Awards to the contrary, it shall not be a violation of any non-competition or non-solicitation of clients or customers covenant for a holder of a Parent Option or Parent Award to engage in acts on behalf of Piper Jaffray or a Piper Jaffray Entity that are otherwise prohibited by the terms of such non-competition or non-solicitation of clients or customers covenants.

5.4 Registration Requirements. As soon as possible following the time as of which the Registration Statement (as defined in the Separation and Distribution Agreement) is declared effective by the Securities and Exchange Commission but in any case before the Distribution Date and before the date of issuance or grant of any Piper Jaffray Option and/or shares of Piper Jaffray Common Stock pursuant to this Article V, Piper Jaffray agrees that it shall file a Form S-8 Registration Statement with respect to and cause to be registered pursuant to the Securities Act of 1933, as amended, the shares of Piper Jaffray Common Stock authorized for issuance under the Piper Jaffray Long-Term Incentive Plan as required pursuant to such Act and any applicable rules or regulations thereunder, with such registration to be effective prior to the Distribution Date.

5.5 Parent Non-Qualified Retirement Plans. Effective as of the Distribution Date, Piper Jaffray shall establish a non-qualified pension plan (the "Piper Jaffray Non-Qualified Retirement Plan") that is substantially identical to the Parent Non-Qualified Retirement Plan to provide benefits to Piper Jaffray Employees and Former Piper Jaffray Employees from and after the Distribution Date who were participants in the Parent Non-Qualified Retirement Plan as of immediately prior to the Distribution Date. Effective as of the Distribution Date, Piper Jaffray shall assume and be solely responsible for all Liabilities of Parent for, or relating to, benefits accrued through the Distribution Date by or with respect to Piper Jaffray Employees and Former Piper Jaffray Employees under the Parent Non-Qualified Retirement Plan and the Piper Jaffray Non-Qualified Retirement Plan.

5.6 Severance Plans. The Parent Severance Pay Program provides for the payment of certain compensation and benefits in the event of the termination of employment of the

individual covered by the terms of such plans. As of the Close of the Distribution Date, Parent shall retain all Liabilities relating to the Parent Severance Pay Program and all Liabilities relating to, arising out of, or resulting from claims incurred by or on behalf of any Parent Employee or Former Parent Employee under such plans. A Piper Jaffray Employee shall not be deemed to have terminated employment for purposes of determining eligibility for benefits under the Parent Severance Pay Program or other similar plans and programs in connection with or in anticipation of the consummation of the transactions contemplated by the Separation and Distribution Agreement, and shall cease to be covered thereby as of the Close of the Distribution Date. Piper Jaffray shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination or alleged termination of any Piper Jaffray Employee's employment that occurs as a result of or in connection with or following the consummation of the transactions contemplated by the Separation and Distribution Agreement, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing benefits, under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation, and taxes). The Parent shall retain all Liabilities with respect to the termination of any Piper Jaffray Employee or Former Piper Jaffray employee prior to the Distribution Date.

5.7 Employee Cash Awards in Connection with the Distribution. Piper Jaffray shall use the Capital Contribution contributed pursuant to clause
(1) of Section 2.6 of the Separation and Distribution Agreement as well as an additional $23,500,000 (the "Employee Cash Award Pool") for the sole purpose of providing each Piper Jaffray Employee selected by the Compensation Committee of the Board of Directors of Piper Jaffray (the "Piper Jaffray Compensation Committee") with a cash award (an "Employee Cash Award") in an amount determined by the Piper Jaffray Compensation Committee, which shall generally be payable as on the terms and conditions not inconsistent herewith as are approved by the Committee and the Piper Jaffray Compensation Committee and as are set forth in the agreements evidencing the grant of the Employee Cash Awards substantially in the forms attached hereto on Exhibit A, provided that in no event shall Piper Jaffray allocate any amount of the Employee Cash Award Pool or pay or provide any other bonus or amount or other compensation or consideration at any time with respect to any Parent Options or Parent Awards granted to Piper Jaffray Employees under the U.S. Bancorp 2001 Employee Stock Incentive Plan or the U.S. Bancorp 1998 Executive Stock Incentive Plan, and, notwithstanding the provisions of this Agreement or any other agreement to the contrary, Piper Jaffray shall be responsible for and shall indemnify Parent against all Liabilities arising under or in connection with the Employee Cash Award Pool.

ARTICLE VI

GENERAL AND ADMINISTRATIVE

6.1 Sharing of Participant Information. Parent and Piper Jaffray shall share, and Parent shall cause each other Parent Entity to share, and Piper Jaffray shall cause each other Piper Jaffray Entity to share with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the Piper Jaffray Benefit Plans and the Parent Benefit Plans. Parent and Piper Jaffray and their respective authorized agents shall, subject to applicable laws, be

given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other party, to the extent necessary for such administration. Until the Close of the Distribution Date, all participant information shall be provided in the manner and medium applicable to Participating Companies in Benefit Plans of Parent generally, and thereafter until December 31, 2003, all participant information shall be provided in a manner and medium as may be mutually agreed to by Parent and Piper Jaffray.

6.2 Reasonable Efforts/Cooperation. Each of the parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Each of the parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other party seeks a determination letter or private letter ruling from the Internal Revenue Service, an advisory opinion from the Department of Labor or any other filing, consent or approval with respect to or by a governmental agency.

6.3 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and is not intended to confer upon any other Persons any rights or remedies hereunder. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Parent or any other Parent Entity, at any time after the Close of the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Parent Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Parent Benefit Plan. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Piper Jaffray or any other Piper Jaffray Entity, at any time after the Close of the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Piper Jaffray Benefit Plan, any benefit under any Benefit Plan or any trust, insurance policy or funding vehicle related to any Piper Jaffray Benefit Plan.

6.4 Audit Rights With Respect to Information Provided.

(a) Each of Parent and Piper Jaffray, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other party under this Agreement. The party conducting the audit (the "Auditing Party") may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 6.4. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation and Distribution Agreement, which are incorporated by reference herein. The party being audited shall provide the Auditing Party's representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within ten business days after receiving such draft.

(b) The Auditing Party's audit rights under this Section 6.4 shall include the right to audit, or participate in an audit facilitated by the party being audited, of any Subsidiaries

and Affiliates of the party being audited and to require the other party to request any benefit providers and third parties with whom the party being audited has a relationship, or agents of such party, to agree to such an audit to the extent any such persons are affected by or addressed in this Agreement (collectively, the "Non-parties"). The party being audited shall, upon written request from the Auditing Party, provide an individual (at the Auditing Party's expense) to supervise any audit of a Non-party. The Auditing Party shall be responsible for supplying, at the Auditing Party's expense, additional personnel sufficient to complete the audit in a reasonably timely manner. The responsibility of the party being audited shall be limited to providing, at the Auditing Party's expense, a single individual at each audited site for purposes of facilitating the audit.

6.5 Fiduciary Matters. It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other party for any Liabilities caused by the failure to satisfy any such responsibility.

6.6 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner. The phrase "reasonable best efforts" as used herein shall not be construed to require any party to incur any non-routine or unreasonable expense or Liability or to waive any right.

ARTICLE VII

MISCELLANEOUS

7.1 Effect If Distribution Does Not Occur. If the Separation and Distribution Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Close of the Distribution Date, or Immediately after the Distribution Date, or otherwise in connection with the Separation Transactions shall not be taken or occur except to the extent specifically agreed by Parent and Piper Jaffray.

7.2 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

7.3 Affiliates. Each of Parent and Piper Jaffray shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by another Parent Entity or a Piper Jaffray Entity, respectively.

7.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number or person as a party may designate by notice to the other parties):

(a) if to Parent:

U.S. Bancorp
800 Nicollet Mall Minneapolis, Minnesota 55402 Attention: General Counsel Fax: (612) 303-0898

with copies to:

Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Attention: Adam D. Chinn Facsimile No.: (212) 403-2209

(b) if to Piper Jaffray:

Piper Jaffray Companies 800 Nicollet Mall Minneapolis, Minnesota 55402 Attention: General Counsel Fax: (612) 303-1772

7.5 Incorporation of Separation and Distribution Agreement Provisions. The following provisions of the Separation and Distribution Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein (references in this Section 7.5 to an "Article" or "Section" shall mean Articles or Sections of the Separation and Distribution Agreement, and references in the material incorporated herein by reference shall be references to the Separation and Distribution Agreement): Article IV (relating to Survival and Indemnification); Article V (relating to Certain Additional Covenants); Article VI (relating to Access to Information); Article VII (relating to No Representations or Warranties); Article VIII (relating to Terminations); Article IX (relating to Miscellaneous).

IN WITNESS WHEREOF, the parties have caused this Employee Benefits Agreement to be duly executed as of the day and year first above written.

U.S. BANCORP

By: /s/ Lee R. Mitau
    ----------------------------------
Name: Lee R. Mitau
Title: Executive Vice President

PIPER JAFFRAY COMPANIES

By: /s/ James L. Chosy
    ----------------------------------
Name: James L. Chosy
Title: Secretary

EXHIBIT 10.2

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this "Agreement"), is entered into as of December 23, 2003 by and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray Companies, a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("SpinCo").

W I T N E S S E T H

WHEREAS, Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of the date hereof (the "SDA");

WHEREAS, Parent intends to distribute the stock of SpinCo in the External Spin-Off (as defined below) to holders of shares of Parent Common Stock (as defined in the SDA) and to effect certain related transactions;

WHEREAS, for U.S. federal income tax purposes, it is intended that each of the Spin-Off-Related Transactions (as defined below) shall qualify as a tax-free transaction under Sections 355 and/or 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code");

WHEREAS, at the close of business on the Distribution Date (as defined in the SDA), the taxable year of SpinCo shall close for U.S. federal income tax purposes; and

WHEREAS, the parties hereto wish to provide for the payment of Income Taxes and Other Taxes (each as defined herein) and entitlement to refunds thereof, allocate responsibility and provide for cooperation in connection with the filing of returns in respect of Income Taxes and Other Taxes, and provide for certain other matters relating to Income Taxes and Other Taxes;

NOW, THEREFORE, in consideration of the premises and the representations, covenants and agreements herein contained and intending to be legally bound hereby, Parent and SpinCo hereby agree as follows:

1. DEFINITIONS. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the SDA. For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Actually Realized" or "Actually Realizes" means, for purposes of determining the timing of the incurrence of any Spin-Off Tax Liability, Income Tax Liability or Other Tax Liability or the realization of a Refund (or any related Income Tax or Other Tax cost or benefit) by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Income Taxes or Other Taxes paid (or Refund realized) by such Person is increased above or reduced below the amount of Income Taxes or Other Taxes that such Person would have been required to pay (or Refund that such Person would have realized) but for such payment, transaction, occurrence or event.

"Aggregate Spin-Off Tax Liabilities" means the sum of the Spin-Off Tax Liabilities with respect to each Taxing Jurisdiction.

"Board Certification" means a certified copy of a resolution of the SpinCo Board in which the SpinCo Board, after an investigation of the facts and advice concerning the applicable law, finds and warrants to Parent that (a) following the transaction at issue, one or more Persons will not have acquired, and will not have the right to acquire, directly or indirectly, more than 35% (by vote or value) of the outstanding Equity Securities of SpinCo or any member of the SpinCo Group (determined immediately after such transaction) taking into account all relevant issuances, redemptions or other acquisitions of (and agreements to issue, redeem or otherwise acquire) Equity Securities (and assuming the exercise or conversion of all such Equity Securities (if such Equity Securities are options or warrants or similar exercisable or convertible securities) and the closing of all such agreements) from the point in time two years prior to the External Spin-Off to the date immediately following such transaction and pursuant to any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, (b) SpinCo will be the surviving entity if such transaction is a merger (and the transaction is not a reverse subsidiary merger in which SpinCo is the surviving entity) and (c) the facts and conclusions contained in the resolution will be true and correct at the time the transaction at issue closes.

"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Minnesota are authorized or obligated by law or executive order to close.

"Cash Acquisition Merger" means a merger of a newly-formed Subsidiary of SpinCo with a corporation, limited liability company, limited partnership, general partnership or joint venture (in each case, not previously owned, directly or indirectly, by SpinCo) solely for cash pursuant to which SpinCo acquires such corporation, limited liability company, limited partnership, general partnership or joint venture and no Equity Securities of SpinCo or any SpinCo Subsidiary are issued, sold, redeemed or acquired, directly or indirectly.

"Carryback" means the carryback of a Tax Attribute (including, without limitation, a net operating loss, a net capital loss or a tax credit) by a member of the SpinCo Group from a Post-Distribution Taxable Period to a Pre-Distribution Taxable Period.

"Code" has the meaning set forth in the recitals of this Agreement.

"Combined Return" means a consolidated, combined or unitary Income Tax Return or Other Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group.

"Contribution" means those certain capital contributions to SpinCo by PJC made in connection with the Internal Spin-Off.

"Distribution-Related Proceeding" means any Proceeding in which the IRS, another Tax Authority or any other party to such Proceeding asserts a position that could reasonably be expected to adversely affect the Tax-Free Status of any of the Spin-Off-Related Transactions.

"Equity Securities" means any stock or other equity securities treated as stock for tax purposes, or options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

"External Spin-Off" means the pro rata distribution by Parent of the stock of SpinCo to the holders of Parent Common Stock with respect to such stock.

"Fifty-Percent or Greater Interest" has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

"Final Determination" means the final resolution of liability for any Income Tax or Other Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (d) by any allowance of a Refund or credit in respect of an overpayment of Income Tax or Other Tax, but only after the expiration of all periods during which such Refund may be recovered (including by way of offset) by the jurisdiction imposing such Income Tax or Other Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

"Income Tax" (a) means (i) any foreign or any United States federal, State or local tax, charge, fee, impost, levy or other assessment that is based upon, measured by, or calculated with respect to (A) net income or profits (including, but not limited to, any capital gains, gross receipts, or minimum tax, and any tax on items of tax preference, but not including the business and occupation taxes in the state of Washington and local jurisdiction within the state of Washington, sales, use, value added, real property gains, real or personal property, transfer or similar taxes), (B) multiple bases (including, but not limited to, corporate franchise, doing business or occupation taxes), if one or more of the bases upon which such tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (a)(i)(A) of this definition, or (C) any net worth, franchise or similar tax, in each case together with (ii) any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority with respect thereto and (b) includes any transferee or successor liability in respect of an amount described in clause (a) of this definition.

"Income Tax Benefit" means, with respect to the effect of any Carryback on the Income Tax Liability of Parent or the Parent Group for any taxable period, the excess of (a) the hypothetical Income Tax Liability of Parent or the Parent Group for such taxable period, calculated as if such Carryback had not been utilized but with all other facts unchanged over (b)

the actual Income Tax Liability of Parent or the Parent Group for such taxable period, calculated taking into account such Carryback (and treating a Refund as a negative Income Tax Liability, for purposes of such calculation).

"Income Tax Liabilities" means all liabilities for Income Taxes.

"Income Tax Return" means any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Income Taxes.

"Indemnified Party" means any Person seeking indemnification pursuant to the provisions of this Agreement.

"Indemnifying Party" means any party hereto from which any Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

"Independent Third Party" means a nationally recognized law firm or any of the following accounting firms or their successors: Ernst & Young LLP, KPMG LLP, Deloitte & Touche LLP and PricewaterhouseCoopers LLP.

"Internal Spin-Off" means the distribution by PJC of all the stock of SpinCo to its sole shareholder, Parent.

"IRS" means the Internal Revenue Service of the United States.

"Losses" means any and all losses, liabilities, claims, damages, obligations, payments, costs and expenses, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown (including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened actions).

"Other Tax Liabilities" means all liabilities for Other Taxes.

"Other Tax Returns" means any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Other Taxes.

"Other Taxes" means all forms of taxation, whenever created or imposed, and whether of the United States of America or elsewhere, and whether imposed by a local, municipal, governmental, State, federation or other body, and without limiting the generality of the foregoing, shall include the business and occupation taxes in the state of Washington and local jurisdiction within the state of Washington, superfund, sales, use, ad valorem, value added, transfer, recording, withholding, payroll, employment, excise, occupation, premium or property taxes (in each case, together with any related interest, penalties and additions to tax, or additional amounts imposed by any Tax Authority thereon); provided, however, that Other Taxes shall not include any Income Taxes.

"Parent Consolidated Group" means the affiliated group of corporations (within the meaning of Section 1504(a) of the Code without regard to the exclusions in Section 1504(b)(1) through (8)) of which Parent is the common parent (and any predecessor or successor to such affiliated group).

"Parent Group" means (a) Parent and each Person that is a direct or indirect Subsidiary of Parent (including any Subsidiary of Parent that is disregarded for U.S. federal Income Tax purposes (or for purposes of any State, local, or foreign tax law)) immediately after the External Spin-Off after giving effect to the Spin-Off-Related Transactions, (b) any corporation (or other Person) that shall have merged or liquidated into Parent or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

"Parent Separate Return" shall mean any Separate Return required to be filed by Parent or any member of the Parent Group.

"Permitted Transaction" means any transaction that satisfies the requirements of Sections 5(c)(i), 5(c)(ii) or 5(c)(iii).

"Person" means any individual, partnership, joint venture, limited liability company, corporation, association, joint stock company, trust, unincorporated organization or similar entity or a governmental authority or any department or agency or other unit thereof.

"PJC" means U.S. Bancorp Piper Jaffray Companies, Inc., a Delaware corporation.

"Post-Distribution Taxable Period" means a taxable period (or portion thereof) that begins after the Distribution Date.

"Pre-Distribution Taxable Period" means a taxable period (or portion thereof) that ends on or before the Distribution Date.

"Private Letter Ruling" means (a) any private letter ruling issued by the IRS in connection with any of the Spin-Off-Related Transactions or
(b) any similar ruling issued by any Tax Authority other than the IRS in connection with any of the Spin-Off-Related Transactions.

"Private Letter Ruling Documents" means (a) any Private Letter Ruling, any request for a Private Letter Ruling submitted to the IRS, together with the appendices and exhibits thereto and any supplemental filings or other materials subsequently submitted to the IRS, in connection with the Spin-Off-Related Transactions or (b) any similar filings submitted to any other Tax Authority in connection with any such request for a Private Letter Ruling.

"Proceeding" means any audit or other examination, or judicial or administrative proceeding relating to liability for, or Refunds or adjustments with respect to, Income Taxes or Other Taxes.

"Refund" means any refund of Income Taxes or Other Taxes, including any reduction in Income Tax Liabilities or Other Tax Liabilities by means of a credit, offset or otherwise.

"Representative" means with respect to a Person, such Person's officers, directors, employees and other authorized agents.

"Restriction Period" means the period beginning on the date hereof and ending on the second anniversary of the Distribution Date.

"Separate Return" means (a) in the case of any Income Tax Return or Other Tax Return required to be filed by any member of the SpinCo Group (including any consolidated, combined or unitary return), any such tax return that does not include any member of the Parent Group and (b) in the case of any Income Tax Return or Other Tax Return required to be filed by any member of the Parent Group (including any consolidated, combined or unitary return), any such tax return that does not include any member of the SpinCo Group.

"Settlement Statement" means a detailed reconciliation showing the amount of cash that is to be exchanged between Parent and SpinCo in settlement of all SpinCo Group current tax accounts as recorded on the SpinCo general ledger for all Pre-Distribution Taxable Periods. Such amount shall be computed as the sum of (i) the balance of the current income tax payable account of the members of the SpinCo Group as of the Distribution Date and (ii) the difference between (A) the deferred tax liability or deferred tax asset recorded on the SpinCo general ledger as of the Distribution Date and (B) the deferred tax liability or deferred tax asset recorded on the SpinCo general ledger as adjusted for the pro forma Income Tax Returns described in Section 3.

"SpinCo Board" means the Board of Directors of SpinCo.

"SpinCo Business" means each trade or business actively conducted (within the meaning of Section 355(b) of the Code) by SpinCo or any member of the SpinCo Group immediately after the External Spin-Off, as set forth in the Tax Opinion Documents.

"SpinCo Consolidated Group" means the affiliated group of corporations (within the meaning of Section 1504(a) of the Code without regard to the exclusions in Section 1504(b)(1) through (8)) of which SpinCo is the common parent, determined immediately after the External Spin-Off (and any predecessor or successor to such affiliated group other than the Parent Consolidated Group).

"SpinCo Consolidated Tax Amount" means, for any Pre-Distribution Taxable Period and the portion of any Straddle Period that ends on the Distribution Date, the amount of (i) federal Income Tax that would be due and payable by SpinCo if the SpinCo Group had filed a consolidated federal Income Tax Return, or (ii) State or local Income Taxes that would be due and payable by SpinCo or members of the SpinCo Group if the SpinCo Group or its members had filed all relevant State or local Income Tax Returns in all applicable jurisdictions on a separate, consolidated, combined or unitary basis, in each case without any entity that is a member of the Parent Group. The relevant SpinCo Consolidated Tax Amount shall be calculated: (i) as if SpinCo were the common parent filing consolidated, combined or unitary

returns with its eligible subsidiaries, (ii) as if the SpinCo Group had never been included in the Parent Consolidated Group or any other group filing a Combined Return, (iii) in the case of federal Income Taxes, applying the highest marginal tax rate, in the case of State Income Taxes, applying the actual state rate (or amount) for those States being calculated without regard to the Parent, and in the case of Other Taxes, applying the highest applicable tax rate,, (iv) by applying separately to the SpinCo Group any provisions of the Code that require consolidated computations, such as Code Sections 1201-1212 and 1231, and
(v) treating gains or losses on intercompany transactions in the manner required by Treasury Regulation Section 1.1502-13.

"SpinCo Group" means (a) SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo (including any Subsidiary of SpinCo that is disregarded for U.S. federal Income Tax purposes (or for purposes of any State, local, or foreign tax law)) immediately after the External Spin-Off after giving effect to the Spin-Off-Related Transactions, (b) any corporation (or other Person) that shall have merged or liquidated into SpinCo or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

"SpinCo Group Member Transaction" means any transaction described in Sections 5(b)(i) through 5(b)(vi) hereof, without regard to the exceptions thereto, that is undertaken by a member of the SpinCo Group other than SpinCo.

"SpinCo Separate Return" means any Separate Return required to be filed by SpinCo or any member of the SpinCo Group, including, without limitation any U.S. consolidated federal Income Tax Returns of the SpinCo Consolidated Group required to be filed with respect to a Post-Distribution Taxable Period.

"Spin-Off Tax Liabilities" means, with respect to any Taxing Jurisdiction, the sum of (a) any increase in Income Tax Liability or Other Tax Liability (or reduction in a Refund) Actually Realized as a result of any corporate-level gain or income recognized with respect to the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status under the income tax law of such Taxing Jurisdiction pursuant to any settlement, Final Determination, judgment, assessment, proposed adjustment or otherwise, (b) interest on such amounts calculated pursuant to such Taxing Jurisdiction's laws regarding interest on tax liabilities at the highest Underpayment Rate for corporations in such Taxing Jurisdiction from the date such additional gain or income was recognized until full payment with respect thereto is made pursuant to Section 3 hereof (or in the case of a reduction in a Refund, the amount of interest that would have been received on the foregone portion of the Refund but for the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status), and (c) any penalties actually paid to such Taxing Jurisdiction that would not have been paid but for the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status in such Taxing Jurisdiction.

"Spin-Off-Related Transactions" means (i) the Contribution together with the Internal Spin-Off and (ii) the External Spin-Off.

"Straddle Period" means any taxable period that begins before the Distribution Date and ends after the Distribution Date.

"Tax Attribute" means a consolidated, combined or unitary net operating loss, net capital loss, unused investment credit, unused foreign tax credit, or excess charitable contribution (as such terms are used in Treasury Regulations 1.1502-79 and 1.1502-79A or comparable provisions of foreign, State or local tax law), or a minimum tax credit or general business credit.

"Tax Authority" means a governmental authority (foreign or domestic) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including, without limitation, the IRS).

"Tax Counsel" means tax counsel of recognized national standing that is acceptable to Parent.

"Tax-Free Status" means the qualification of each of the Spin-Off-Related Transactions, as the case may be, (a) as a transaction described in Sections 355(a) and/or 368(a)(1)(D) of the Code, (b) as a transaction in which the stock distributed thereby is qualified property for purposes of Section 361(c) of the Code, and (c) as a transaction in which all of Parent and the members of the Parent Group and SpinCo and the members of the SpinCo Group recognize no income or gain other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

"Taxing Jurisdiction" means the United States and any government or governmental unit having jurisdiction to tax Parent or SpinCo or any of their respective Affiliates.

"Tax Opinion" means the tax opinion issued by Tax Counsel in connection with the Spin-Off-Related Transactions.

"Tax Opinion Documents" means the Tax Opinion and the information and representations provided on behalf of Parent and SpinCo to Tax Counsel in connection therewith.

"Tax-Related Losses" means:

(a) the Aggregate Spin-Off Tax Liabilities,

(b) all accounting, legal and other professional fees, and court costs incurred in connection with any settlement, Final Determination, judgment or other determination with respect to such Aggregate Spin-Off Tax Liabilities, and

(c) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent or SpinCo in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority payable by Parent or SpinCo or their respective Affiliates, in each case, resulting from the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status.

"Underpayment Rate" means the annual rate of interest described in Section 6621(c) of the Code for large corporate underpayments of Income Tax (or similar

provision of State, local, or foreign Income Tax law, as applicable), as determined from time to time.

"Unqualified Tax Opinion" means an unqualified opinion of Tax Counsel on which Parent may rely to the effect that a transaction will not disqualify any of the Spin-Off-Related Transactions from Tax-Free Status, assuming that the Spin-Off-Related Transactions would have qualified for Tax-Free Status if such transaction did not occur.

2. FILING OF TAX RETURNS; PAYMENT OF TAXES.

(a) Filing of Tax Returns; Payment of Income Taxes and Other Taxes.

(i) Parent Consolidated Returns; Other Combined Returns. Parent shall prepare and file or cause to be prepared and filed (A) all U.S. consolidated federal Income Tax Returns of the Parent Consolidated Group and (B) all other Combined Returns. Parent shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes and Other Taxes due or required to be paid with respect to or required to be reported on any such Income Tax Return or Other Tax Return (in each case, including any increase in such Income Tax Liabilities or Other Tax Liabilities as a result of a Final Determination).

(ii) Parent Separate Returns. Parent shall prepare and file or cause to be prepared and filed all Parent Separate Returns. Parent shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes or Other Taxes due or required to be paid with respect to or required to be reported on any Parent Separate Return (including any increase in such Income Tax Liabilities or Other Tax Liabilities as a result of a Final Determination).

(iii) SpinCo Separate Returns.

(A) Parent shall prepare and file or cause to be prepared and filed all SpinCo Separate Returns that are Income Tax Returns for Pre-Distribution Taxable Periods or for Straddle Periods. Parent shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes due or required to be paid with respect to or required to be reported on any such SpinCo Separate Return (including any increase in such Income Tax Liabilities as a result of a Final Determination).

(B) SpinCo shall prepare and file or cause to be prepared and filed (1) SpinCo Separate Returns that are Other Tax Returns for Pre-Distribution Taxable Periods or Straddle Periods, and (2) all SpinCo Separate Returns for Post-Distribution Taxable Periods. SpinCo shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes or Other Taxes due or required to be paid with respect to or required to be reported on any such SpinCo Separate Returns (including any increase in such Income Tax Liabilities or Other Tax Liabilities as a result of a Final Determination).

(b) Preparation of Tax Returns.

(i) Parent (or its designee) shall determine the entities to be included in any Combined Return and make or revoke any Income Tax elections, adopt or change any

accounting methods, and determine any other position taken on or in respect of any Income Tax Return or Other Tax Return required to be prepared and filed by Parent pursuant to Section 2(a)(i) or 2(a)(iii)(A). Notwithstanding the immediately preceding sentence, any Income Tax Return or Other Tax Return filed by Parent pursuant to Section 2(a)(i) or 2(a)(iii)(A) with respect to any Pre-Distribution Taxable Period or Straddle Period shall, to the extent relating to SpinCo or the SpinCo Group, be prepared consistent with Parent's past practice for the filing of such returns and shall not include any tax election relating to SpinCo or the SpinCo Group that is inconsistent with past practice (or, where no such past practice exists, shall not reflect any tax return position or include any tax election that would adversely affect SpinCo or the SpinCo Group), except to the extent that SpinCo consents to such return position or tax election (such consent not to be unreasonably withheld).

(ii) SpinCo shall, and shall cause each member of the SpinCo Group to, prepare and submit promptly to Parent, at SpinCo's expense, all information that Parent shall reasonably request, in such form as Parent shall reasonably request, relating to the rights and obligations of Parent or SpinCo hereunder, including any such information so requested to enable Parent to prepare any Income Tax Returns or Other Tax Return required to be filed by Parent pursuant to Section 2(a)(i) or 2(a)(iii)(A) or any pro forma Income Tax Return required to be prepared by parent pursuant to Section 3(b). Parent shall request any such information in writing, which request shall specify the date by which Parent requires receipt of the requested information in order to complete the relevant returns in a timely fashion.

(iii) Except as required by applicable law or as a result of a Final Determination, SpinCo shall not, and shall cause the members of the SpinCo Group not to, take any position that is either inconsistent with the treatment of the Spin-Off-Related Transactions as having Tax-Free Status (or analogous status under State, local or foreign law) or, with respect to a specific item of income, deduction, gain, loss, or credit on an Income Tax Return or Other Tax Return, treat such specific item in a manner which is inconsistent with the manner such specific item is reported on an Income Tax Return or Other Tax Return prepared or filed by Parent pursuant to Section 2(a) hereof (including, without limitation, the claiming of a deduction previously claimed on any such Income Tax Return or Other Tax Return). SpinCo may, for a Post Distribution Taxable Period, (other than the portion of a Straddle Period beginning after the Distribution Date) elect to change methods of accounting for items of income or deduction as allowed by applicable law.

(iv) Except as required by applicable law or as a result of a Final Determination, Parent and SpinCo shall take all actions necessary or appropriate to close the taxable period of the members of the SpinCo Group as of the close of the Distribution Date.

3. SHARING OF INCOME TAXES AND OTHER TAXES.

(a) General Principle. Anything in Section 2 hereof to the contrary notwithstanding, Tax sharing payments between Parent and SpinCo shall be determined and settled in the manner specified in paragraphs (b) and
(c) hereof.

(b) Preparation of Pro Forma Income Tax Returns and Related Documentation.

(i) No later than 105 days after the Distribution Date, Parent shall deliver to SpinCo (A) a pro forma federal Income Tax Return of SpinCo reflecting the SpinCo Consolidated Tax Amount for the Pre-Distribution Taxable Period ending on the Distribution Date, (B) the required pro forma state or local Income Tax Returns of SpinCo or members of the SpinCo group reflecting the SpinCo Consolidated Tax Amount for the Pre-Distribution Taxable Period and the portion of any Straddle Period ending on the Distribution Date, (C) a detailed schedule of the current tax accounts of the SpinCo Group as reflected on the SpinCo general ledger, and (D) the Settlement Statement (collectively the "Settlement Documents"). Parent shall prepare the Settlement Documents in good faith and shall deliver such documents together with summary schedules and a statement showing a calculation of the amount required to be paid pursuant to paragraph (c) hereof. More detailed schedules will be made available by Parent upon SpinCo's reasonable request.

(ii) If within thirty (30) days of receiving the Settlement Documents pursuant to Section 3(b)(i) hereof, SpinCo provides written notice to Parent that it disagrees with any item reflected in the Settlement Documents, the parties shall in good faith confer with each other to resolve any such disagreement. The failure of SpinCo to provide the notice described in the preceding sentence within the thirty (30) day period specified shall be deemed to indicate that SpinCo agrees with its share of Taxes reflected in the Settlement Documents.

(iii) If within ten (10) days of receipt by Parent of the notice from SpinCo described in Section 3(b)(ii), any disputed item remains unresolved, the parties will have another ten (10) days to retain an Independent Third Party to resolve such dispute. If the parties cannot agree within those ten (10) days on an Independent Third Party, then each of the parties will have another ten (10) days to select an Independent Third Party and the Independent Third Parties so selected will have five (5) additional days to jointly select another Independent Third Party. The Independent Third Party shall resolve any disputed items within thirty (30) days; provided, that the Independent Third Party shall not adopt any tax return position advanced by the SpinCo Group unless it concludes that such position (i) would have a likelihood of success on the merits under applicable law that is greater than 50 percent and (ii) is not directly inconsistent with a position taken on an Income Tax Return of the Parent Consolidated Group or any member thereof. Any determination made by the Independent Third Party shall be (i) in writing, (ii) made within thirty (30) days following the selection of the Independent Third Party, and
(iii) final and binding upon the parties. The costs of any Independent Third Party shall be shared equally by the parties. The Settlement Documents shall be revised by Parent to the extent necessary to reflect the resolution by the Independent Third Party.

(c) Payment Procedures.

(i) Once the parties have agreed on, or the Independent Party has resolved any disputed items with respect to, the Settlement Documents described in Section 3(b)(i), any amount required to be paid pursuant to the Settlement Statement shall be paid within thirty (30) days of the agreement on or resolution of such documents and, in the event of a determination by the Independent Third Party, shall bear interest at the Underpayment Rate from the first date specified in the first sentence of Section
3(b)(iii).

(ii) If a pro forma Income Tax Return described in Section 3(b) of this Agreement reflects a Tax asset that, under applicable law, may be used to produce a net Tax benefit to Parent, Parent shall pay to SpinCo an amount equal to the net Tax benefit produced by such Tax asset within thirty (30) days after Parent Actually Realizes such net Tax benefit; provided, however, that Parent shall not be required to make any payment to SpinCo pursuant to this provision to the extent that such Tax asset was reflected in the Settlement Documents.

(d) Restructuring Taxes. Anything in this Section 3 to the contrary notwithstanding but subject to SpinCo's obligations pursuant to
Section 5(e), Parent shall bear any and all Income Taxes and Other Taxes, whether paid by Parent or SpinCo, attributable to any restructuring transactions effected by the Parent Consolidated Group in anticipation of the External Spin-Off; provided, however, if any such restructuring transaction or the payment by Parent of any Income Tax or Other Tax attributable to such restructuring transaction results in aggregate net Tax benefits to SpinCo in excess of $5,000,000, SpinCo shall pay to Parent an amount equal to the entire amount of net Tax benefits within thirty (30) days after SpinCo Actually Realizes such net Tax benefits.

4. INDEMNIFICATION FOR INCOME AND OTHER TAXES.

(a) Indemnification by Parent. From and after the Distribution Date, Parent and each member of the Parent Group shall jointly and severally indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them) from and against
(i) all Spin-Off Tax Liabilities incurred by any member of the Parent Group,
(ii) without duplication, all Income Tax Liabilities and Other Tax Liabilities that any member of the Parent Group is responsible for pursuant to Section 2 or
Section 3(d) (subject to Parent's right to receive payments from SpinCo under
Section 3), (iii) all Income Taxes incurred by any member of the SpinCo Group as a result of a Final Determination disallowing any deduction for a payment set forth on Schedule 4(a) hereof, (iv) all Income Taxes and Other Taxes incurred by any member of the SpinCo Group by reason of the breach by Parent or any member of the Parent Group of any of Parent's covenants hereunder, (v) any Income Taxes and Other Taxes of any member of the Parent Group for which SpinCo or any member of the SpinCo Group may be liable pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state or local law, and (vi) all Tax-Related Losses incurred by any member of SpinCo Group as a result of an action after the External Spin-Off by Parent or a member of the Parent Group, which action caused any of the Spin-Off-Related Transactions not to have Tax-Free Status, and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys' fees and expenses); provided, however, that Parent shall have no obligation to indemnify, defend or hold harmless any Person pursuant to this Section 4(a) to the extent that any such indemnification obligation is otherwise attributable to any breach by SpinCo or any member of the SpinCo Group of any of SpinCo's representations or covenants hereunder (including any representations made in connection with the Tax Opinion or any Private Letter Ruling).

(b) Indemnification by SpinCo. From and after the Distribution Date, SpinCo and each member of the SpinCo Group shall jointly and severally indemnify, defend and hold harmless Parent and each member of the Parent Group and each of their respective Representatives and Affiliates (and the heirs, executors, successors and assigns of any of them)

from and against (i) all Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities and Tax-Related Losses that SpinCo or any member of the SpinCo Group is responsible for under Section 2 or Section 5 (including, without limitation, any Income Tax Liabilities, Other Tax Liabilities, Spin-Off Tax Liabilities or Tax-Related Losses arising with respect to a Permitted Transaction for which SpinCo is liable pursuant to Section 5(e)(i)) and (ii) all Income Taxes, Other Taxes, Spin-Off Tax Liabilities or other Tax-Related Losses incurred by any member of the Parent Group or SpinCo Group by reason of the breach by SpinCo or any member of the SpinCo Group of any of SpinCo's representations or covenants hereunder (including any representations made in connection with the Tax Opinion or any Private Letter Ruling) and, in each case, any related costs and expenses (including, without limitation, reasonable attorneys' fees and expenses).

(c) Timing of Indemnification. Any payment and indemnification made pursuant to this Section 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than:

(i) in the case of an indemnification obligation with respect to any Spin-Off Tax Liabilities, Income Tax Liabilities or Other Tax Liabilities, the later of (A) five Business Days after the date the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and

(ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this
Section 4(c) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys' fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the date the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

5. SPIN-OFF RELATED MATTERS.

(a) Representations.

(i) Tax Opinion Documents. SpinCo hereby represents and warrants that (i) it has examined the Tax Opinion Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of SpinCo, its Subsidiaries, the SpinCo Business, or the SpinCo Group) and (ii) to the extent in reference to SpinCo, its Subsidiaries, the SpinCo Business, or the SpinCo Group, the facts presented and the representations made therein are true, correct and complete.

(ii) Tax-Free Status. SpinCo hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action or knows of any circumstance, that could reasonably be expected to (i) cause any of the Spin-Off-Related Transactions not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Agreement, the SDA, the Tax Opinion Documents, or any of the Ancillary

Agreements to be untrue in a manner that would have an adverse effect on the Tax-Free Status of any of the Spin-Off-Related Transactions.

(iii) Plan or Series of Related Transactions. SpinCo hereby represents and warrants that, to the knowledge of SpinCo and the SpinCo Group's management, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in SpinCo or any successor to SpinCo.

(b) Covenants.

(i) Actions Consistent with Representations and Covenants. SpinCo shall not take any action or permit any member of the SpinCo Group to take any action, and SpinCo shall not fail to take any action or permit any member of the SpinCo Group to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant or representation in this Agreement, the SDA, the Tax Opinion Documents or any of the Ancillary Agreements.

(ii) Preservation of Tax-Free Status; SpinCo Business. SpinCo shall not (A) take any action (including, but not limited to, any cessation, transfer or disposition of all or any portion of any SpinCo Business; payment of extraordinary dividends to shareholders; and acquisitions or issuances of stock) or permit any member of the SpinCo Group to take any such action, and SpinCo shall not fail to take any such action or permit any member of the SpinCo Group to fail to take any such action, in each case, where such action or failure to act would cause any of the Spin-Off-Related Transactions not to have Tax-Free Status and (B) until the first day after the Restriction Period, engage in any transaction that would result in it or any member of the SpinCo Group ceasing to be a company engaged in any SpinCo Business (including, without limitation, any cessation, transfer or disposition of any SpinCo Business).

(iii) Sales, Issuances and Redemptions of Equity Securities. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall, or shall agree to, sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of SpinCo or any member of the SpinCo Group; provided, however, that (A) the adoption by SpinCo of a shareholder rights plan shall not constitute a sale or issuance of such Equity Securities, (B) SpinCo and the members of the SpinCo Group may repurchase such Equity Securities to the extent that such repurchases meet the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30, (C) SpinCo and the members of the SpinCo Group may issue such Equity Securities to the extent such issuances satisfy Safe Harbor VI (relating to acquisitions in connection with a person's performance of services) or Safe Harbor VII (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d).

(iv) Tender Offers; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCo, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo or (C) approve or otherwise permit any proposed

business combination or any transaction which, in the case of clauses (A), (B) or (C), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, results in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VI
(relating to acquisitions in connection with a person's performance of services)
or Safe Harbor VII (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d)) directly or indirectly stock representing a 5% or greater interest in SpinCo (or any successor thereto). In addition, none of SpinCo or any member of the SpinCo Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (A), (B) or (C) of the preceding sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the External Spin-Off, even if at the time of the External Spin-Off or thereafter such action is subject to various conditions.

(v) Dispositions of Assets. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 40% of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 40% of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 5(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

(vi) Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo nor its Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, however, mergers of direct or indirect wholly-owned Subsidiaries of SpinCo solely with and into SpinCo or with other direct or indirect wholly-owned Subsidiaries of SpinCo, and liquidations of SpinCo's Subsidiaries, are not subject to this Section 5(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off-Related Transactions.

(c) Permitted Transactions. Notwithstanding the restrictions otherwise imposed by Sections 5(b)(iii) through 5(b)(vi), during the Restriction Period, SpinCo may (w) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 5(b)(iv), (x) sell or otherwise dispose of the assets of the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 5(b)(v), (y) merge SpinCo or any member of the SpinCo Group with another entity without regard to which party is the surviving entity in a transaction that

would otherwise breach the covenant set forth in Section 5(b)(vi), or (z) issue Equity Securities of SpinCo or any member of the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 5(b)(iii), if and only if such transaction would not violate Section 5(b)(i) or Section 5(b)(ii) and one of the following Sections 5(c)(i), 5(c)(ii) or 5(c)(iii) are satisfied.

(i) Supplemental Ruling; Tax Opinion. Prior to entering into any agreement contemplating a transaction described in clauses
(w), (x), (y) or (z) of Section 5(c) and prior to consummating any such transaction: (A) SpinCo shall request that Parent obtain a Private Letter Ruling in accordance with Section 5(d)(ii) of this Agreement and Parent shall have received such a Private Letter Ruling in form and substance satisfactory to Parent in its sole and absolute discretion or (B) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management's representations if used as a basis for the opinion).

(ii) Board Approval. Prior to entering into any agreement contemplating a transaction described in clauses (y) or (z) of Section
5(c) (expressly excluding for this purpose transactions described in clause (x) of Section 5(c)) and prior to consummating any such transaction, the following conditions are satisfied: (A) following the transaction at issue, one or more Persons will not have acquired, and will not have the right to acquire, directly or indirectly, more than 35% (by vote or value) of the outstanding Equity Securities of SpinCo or any member of the SpinCo Group (determined immediately following such transaction) taking into account all relevant issuances of (and agreements to issue) Equity Securities (and assuming the exercise or conversion of all such Equity Securities (if such Equity Securities are options or warrants or similar exercisable or convertible securities) and the closing of all such agreements) from the point in time two years prior to the External Spin-Off to the date immediately following such transaction and pursuant to any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, (B) SpinCo will be the surviving entity if such transaction is a merger (and the transaction is not a reverse subsidiary merger in which SpinCo is the surviving entity) and (C) SpinCo delivers to Parent a Board Certification.

(iii) Subsidiary Transaction. Prior to entering into any agreement contemplating a transaction described in clauses (x), (y) or
(z) of Section 5(c) that is a SpinCo Group Member Transaction and prior to consummating any such SpinCo Group Member Transaction: (A) SpinCo shall provide Parent with adequate advance written notice of the intent of a member of the SpinCo Group to enter into an agreement contemplating such SpinCo Group Member Transaction in accordance with the terms of Section 5(f)(iii) and (B) Parent determines in its reasonable discretion that such SpinCo Group Member Transaction would not reasonably be expected to adversely affect the Tax-Free Status of any of the Spin-Off Related Transactions (such discretion to be exercised in good faith no later than ten (10) Business Days after receipt of such notice and with the sole purpose of preserving the Tax-Free Status of the Spin-Off Related Transactions).

(d) Private Letter Rulings and Restrictions on SpinCo.

(i) Private Letter Ruling at Parent's Request. Parent shall have the right to obtain a Private Letter Ruling in its sole and absolute discretion. If Parent determines to obtain a Private Letter Ruling, SpinCo shall (and shall cause each member of the SpinCo Group to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Private Letter Ruling (including, without limitation, by making any representation or covenant or providing any materials or information requested by any Tax Authority; provided that SpinCo shall not be required to make (or cause any member of the SpinCo Group to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). In connection with obtaining a Private Letter Ruling pursuant to this Section 5(d)(i), (A) Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any Private Letter Ruling Document, provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo's comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with any Tax Authority (subject to the approval of the Tax Authority) that relate to such Private Letter Ruling.

(ii) Private Letter Rulings at SpinCo's Request. Parent agrees that at the reasonable request of SpinCo pursuant to Section
5(c)(i), Parent shall (and shall cause each member of the Parent Group to) cooperate with SpinCo and use its reasonable best efforts to seek to obtain, as expeditiously as possible, a Private Letter Ruling from the IRS and/or any other applicable Tax Authority for the purpose of confirming compliance on the part of SpinCo or any member of the SpinCo Group with its obligations under Section 5(b) of this Agreement. Further, in no event shall Parent be required to file any request for a Private Letter Ruling under this Section 5(d)(ii) unless SpinCo represents that (A) it has reviewed the request for the Private Letter Ruling and any materials, appendices and exhibits submitted or filed therewith, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the Ruling Documents are true, correct and complete in all material respects. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a Private Letter Ruling requested by SpinCo within ten (10) Business Days after receiving an invoice from Parent therefor. SpinCo hereby agrees that Parent shall have sole and exclusive control over the process of obtaining a Private Letter Ruling, and that only Parent shall apply for a Private Letter Ruling. In connection with obtaining a Private Letter Ruling pursuant to this Section 5(d)(ii), (A) Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (B) Parent shall (1) reasonably in advance of the submission of any Private Letter Ruling Document, provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo's comments on such draft copy, and (3) provide SpinCo with a final copy; and (C) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with any Tax Authority (subject to the approval of the Tax Authority) that relate to such Private Letter Ruling.

(iii) Prohibition on SpinCo. SpinCo hereby agrees that neither it nor any member of the SpinCo Group shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) concerning any of the Spin-Off-Related Transactions (or the impact of any transaction on any of the Spin-Off-Related Transactions).

(e) Liability for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, SpinCo and each member of the SpinCo Group shall be responsible for any and all Tax-Related Losses that are attributable to, or result from:

(i) any act or failure to act by SpinCo or any member of the SpinCo Group, which action or failure to act breaches any of the covenants described in Section 5(b)(i) through 5(b)(vi) of this Agreement (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that breaches Section 5(b)(i) or 5(b)(ii), regardless of whether such act or failure to act is permitted by Section 5(b)(iii) through 5(b)(vi);

(ii) any acquisition of Equity Securities of SpinCo or any member of the SpinCo Group by any person or persons (including, without limitation, as a result of an issuance of SpinCo Equity Securities or a merger of another entity with and into SpinCo or any member of the SpinCo Group) or any acquisition of assets of SpinCo or any member of the SpinCo Group (including, without limitation, as a result of a merger) by any Person or Persons; and

(iii) Tax Counsel withdrawing all or any portion of the Tax Opinion or any Tax Authority withdrawing all or any portion of a Private Letter Ruling issued to Parent in connection with the Spin-Off-Related Transactions because of a breach by SpinCo or any member of the SpinCo Group of a representation made in this Agreement (or made in connection with the Tax Opinion or any Private Letter Ruling contemplated by Section 5(d)).

(f) Cooperation.

(i) Without limiting the prohibition set forth in Section 5(d)(iii), until the first day after the Restriction Period, SpinCo shall furnish Parent with a copy of any ruling request that any member of the SpinCo Group may file with the IRS or any other Tax Authority and any opinion received that in any respect relates to, or otherwise reasonably could be expected to have any effect on, the Tax-Free Status of any of the Spin-Off-Related Transactions.

(ii) Parent shall reasonably cooperate with SpinCo in connection with any request by SpinCo for an Unqualified Tax Opinion pursuant to Section 5(c)(i).

(iii) Until the first day after the Restriction Period, SpinCo will provide adequate advance notice to Parent in accordance with the terms of Section 5(f)(iv) of any action described in Sections 5(b)(i) through 5(b)(vi) within a period of time sufficient to enable Parent (A) to seek injunctive relief pursuant to Section 5(g) in a court of competent jurisdiction or (B) with respect to a SpinCo Group Member Transaction, determine that such SpinCo Group Member Transaction would not reasonably be expected to adversely affect the Tax-Free Status of any of the Spin-Off Related Transactions, as set forth in Section 5(c)(iii).

(iv) Each notice required by Section 5(f)(iii) shall set forth the terms and conditions of any such proposed transaction, including, without limitation, (A) the nature of any related action proposed to be taken by the board of directors of SpinCo, (B) the approximate number of Equity Securities (and their voting and economic rights) of SpinCo or any member of the SpinCo Group (if any) proposed to be sold or otherwise issued, (C) the approximate value of SpinCo's assets (or assets of any member of the SpinCo Group) proposed to be transferred, and

(D) the proposed timetable for such transaction, all with sufficient particularity to enable Parent to seek such injunctive relief or make a determination pursuant to Section 5(c)(iii), as applicable. Promptly, but in any event within 30 days, after Parent receives such written notice from SpinCo, Parent shall notify SpinCo in writing of Parent's decision to seek injunctive relief pursuant to Section 5(g).

(v) From and after the date Parent first requests a Private Letter Ruling pursuant to Section 5(d) until the first day after the two-year anniversary of such date that Parent receives such Private Letter Ruling (pursuant to Section 5(d)(i) or 5(d)(ii)), neither SpinCo nor any member of the SpinCo Group shall take (or refrain from taking) any action to the extent that such action or inaction would have caused a representation given by SpinCo in connection with any such request for a Private Letter Ruling to have been untrue as of the relevant representation date, had SpinCo or any member of the SpinCo Group intended to take (or refrain from taking) such action on the relevant representation date.

(g) Enforcement. The parties hereto acknowledge that irreparable harm would occur in the event that any of the provisions of this
Section 5 were not performed in accordance with their specific terms or were otherwise breached. The parties hereto agree that, in order to preserve the Tax-Free Status of the Spin-Off-Related Transactions, injunctive relief is appropriate to prevent any violation of the foregoing covenants; provided, however, that injunctive relief shall not be the exclusive legal or equitable remedy for any such violation.

6. REFUNDS. Parent shall be entitled to all Refunds (and any interest thereon received from the applicable Tax Authority) in respect of Income Taxes and Other Taxes paid with respect to any Tax Return filed by Parent or any member of the Parent Group. Subject to the proviso in Section 3(d), SpinCo shall be entitled to all Refunds (and any interest thereon received from the applicable Tax Authority) in respect of Income Taxes and Other Taxes paid with respect to any Tax Return filed by SpinCo or any member of the SpinCo Group. A party receiving a Refund to which another party is entitled pursuant to this Section 6 shall pay the amount to which such other party is entitled within ten (10) Business Days after such Refund is Actually Realized. Each of Parent and SpinCo shall fully cooperate with the other party in connection with, any claim for Refund in respect of an Income Tax or Other Tax for which any member of the Parent Group or the SpinCo Group, as the case may be, is responsible pursuant to Section 2.

7. TAX CONTESTS.

(a) Notification. SpinCo shall promptly notify Parent in writing of any communication with respect to any pending or threatened Proceeding in connection with an Income Tax Liability or Other Tax Liability (or any issue related thereto) of SpinCo or any member of the SpinCo Group for which a member of the Parent Group may be responsible pursuant to this Agreement; provided, however, that in the case of any Distribution-Related Proceeding, such notice shall be provided no later than ten (10) Business Days after SpinCo first receives written notice from the IRS or other Tax Authority of such Distribution-Related Proceeding). SpinCo shall include with such notification a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received by SpinCo or a member of the SpinCo Group. The failure of SpinCo

timely to forward such notification in accordance with the immediately preceding sentence shall not relieve Parent of any obligation to pay such Income Tax Liability or Other Tax Liability or indemnify SpinCo and the members of the SpinCo Group and their respective Representatives, Affiliates, successors and assigns therefor, except to the extent that the failure timely to forward such notification actually prejudices the ability of Parent to contest such Income Tax Liability or Other Tax Liability or increases the amount of such Income Tax Liability or Other Tax Liability.

(b) Representation with Respect to Tax Disputes. Parent (or such member of the Parent Group as Parent shall designate) shall have the sole right to represent the interests of the members of the Parent Group and the members of the SpinCo Group and to employ counsel of its choice at its expense in any Proceeding relating to (A) any U.S. consolidated federal Income Tax Returns of the Parent Consolidated Group, (B) any other Combined Returns, (C) any Parent Separate Returns, and (D) any SpinCo Separate Returns that are Income Tax Returns relating to Pre-Distribution Taxable Periods or Straddle Periods. SpinCo (or such member of the SpinCo Group as SpinCo shall designate) shall have the sole right to represent the interests of the members of the SpinCo Group and to employ counsel of its choice at its expense in any Proceeding relating to (A) SpinCo Separate Returns that are Other Tax Returns relating to Pre-Distribution Taxable Periods and (B) SpinCo Separate Returns relating to Post-Distribution Taxable Periods.

(c) Power of Attorney. Each member of the SpinCo Group shall execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other document requested by Parent (or such designee) in connection with any Proceeding described in the first sentence of Section 7(b).

(d) Distribution-Related Proceedings. In the event of any Distribution-Related Proceeding as a result of which SpinCo could reasonably be expected to become liable for any Tax-Related Losses and with respect to which Parent has the right to represent the interests of the members of the Parent Group and/or the members of the SpinCo Group pursuant to Section 7(b) above, (A) Parent shall provide SpinCo with copies of any document received by Parent from any Tax Authority in connection with any such Proceeding no later than ten (10) Business Days after Parent first receives such document, (B) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Proceeding, (C) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (D) Parent shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, and (E) Parent shall permit SpinCo to participate in any meetings or conference calls with any Tax Authority if Parent reasonably determines that Parent would not be prejudiced by such participation; provided, that, SpinCo's rights under this Section 7(d) shall be limited to that portion of any Distribution-Related Proceeding that directly relates to the Tax-Free Status of the Spin-Off-Related Transactions. SpinCo shall be responsible for any expenses incurred by SpinCo in connection with its participation in a Distribution-Related Proceeding.

8. APPORTIONMENT OF TAX ATTRIBUTES; CARRYBACKS.

(a) Apportionment of Tax Attributes.

(i) If the Parent Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of SpinCo (or such member) shall be determined in accordance with Treasury Regulation Section 1.1502-79 and, if applicable, Section 1.1502-79A.

(ii) No Tax Attribute with respect to consolidated U.S. federal Income Tax of the Parent Consolidated Group, other than those described in Section 8(a)(i), and no Tax Attribute with respect to consolidated, combined or unitary State, local, or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned to SpinCo or any member of the SpinCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law.

(iii) Parent (or its designee) shall determine the portion, if any, of any Tax Attribute which must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 8(a) and applicable law, and the amount of tax basis and earnings and profits to be apportioned to SpinCo or any member of the SpinCo Group in accordance with applicable law, and shall provide written notice of the calculation thereof to SpinCo as soon as practicable after the information necessary to make such calculation becomes available to Parent.

(iv) Except as otherwise required by applicable law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in the written notice delivered by Parent pursuant to Section
8(a)(iii).

(b) Carrybacks. In the event that SpinCo (or the appropriate member of the SpinCo Group) is able to carry back losses, credits or other tax attributes against its income or tax liability in a Combined Return,
(i) Parent shall cooperate with SpinCo, at SpinCo's expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) SpinCo shall be entitled to any Income Tax Benefit Actually Realized by a member of the Parent Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 30 days after such Refund is Actually Realized; provided, however, that SpinCo shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of tax attributes generated by a member of the Parent Group or an Affiliate thereof if
(x) such tax attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such tax attributes is postponed to a later taxable period than the taxable period in which such tax attributes would have been utilized but for such Carryback. If there is a Final Determination that results in any change to or adjustment of an Income Tax Benefit Actually Realized by a member of the Parent Group that is directly attributable to a Carryback, then Parent (or its designee) shall make a payment to SpinCo, or SpinCo shall make a payment to Parent (or its designee), as may be necessary to adjust the payments between SpinCo and Parent (or its designee) to reflect the payments that would have been made under this Section 8(b) had the adjusted amount of such Income Tax Benefit been taken into account in computing the payments due under this Section 8(b).

9. COOPERATION AND EXCHANGE OF INFORMATION.

(a) Cooperation and Exchange of Information. (A) Parent and Spinco agree to make good faith efforts to request from the other party all information it may need within six (6) months of the Distribution Date. (B) Each of Parent and SpinCo, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, after six (6) months has lapsed, agrees to use good faith efforts to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation,
(i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent's reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent's or SpinCo's, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. Any request for information or documents pursuant to this Section shall be made by the requesting party in writing. The other party shall promptly (and in no event later than 30 days after receipt of the request) provide the requested information. The requesting party shall indemnify the other party for any reasonable out-of-pocket expenses incurred by such party in connection with providing any information or documentation pursuant to this Section 9. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

(b) Retention of Records. Each of Parent and SpinCo agree to use good faith efforts to retain (i) all Income Tax Returns and Other Tax Returns, related schedules and workpapers, in respect of any taxable period that ends on or before or includes the Distribution Date or any other taxable period that may be subject to a claim hereunder until the later of (A) the expiration of the statute of limitations (including extensions) for the taxable periods to which such Income Tax Returns, Other Tax Returns relate and (B) the Final Determination of any

payments that may be required in respect of such taxable periods under this Agreement, and (ii) all material records and other documents as required under
Section 6001 of the Code and the regulations promulgated thereunder (and any similar provision of State, local, or foreign law) existing on the date hereof or created until seven (7) years after the Distribution Date.

(c) Remedies. Each of Parent and SpinCo hereby acknowledges and agrees that (i) the failure of any member of the Parent Group or the SpinCo Group, as the case may be, to comply with the provisions of this
Section 9 may result in substantial harm to the Parent Group or the SpinCo Group, as the case may be, including the inability to determine or appropriately substantiate an Income Tax Liability or Other Tax Liability (or a position in respect thereof) for which the Parent Group (or a member thereof) or the SpinCo Group (or a member thereof), as applicable, would be responsible under this Agreement or appropriately defend against an adjustment thereto by a Tax Authority, (ii) the remedies available to the Parent Group for the breach by a member of the SpinCo Group of its obligations under this Section 9 shall include (without limitation) the indemnification by SpinCo of the Parent Group for any Income Tax Liabilities or Other Tax Liabilities incurred or any Tax benefit lost or postponed by reason of such breach and the forfeiture by the SpinCo Group of any related rights to indemnification by Parent and (iii) the remedies available to the SpinCo Group for the breach by a member of the Parent Group of its obligations under this Section 9 shall include (without limitation) the indemnification by Parent of the SpinCo Group for any Income Tax Liabilities or Other Tax Liabilities incurred or any Tax benefit lost or postponed by reason of such breach and the forfeiture by the Parent Group of any related rights to indemnification by SpinCo.

(d) Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in connection with an Income Tax Liability or Other Tax Liability and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Parent Group identifying the information being so relied upon, the chief financial officer of SpinCo (or his or her designee) shall certify in writing that to his knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Section 9, a member of the Parent Group with inaccurate or incomplete information in connection with an Income Tax Liability or Other Tax Liability.

(e) Reliance by SpinCo. If any member of the Parent Group supplies information to a member of the SpinCo Group in connection with an Income Tax Liability or Other Tax Liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of Parent (or his or her designee) shall certify in writing that to his knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Parent Group having supplied,

pursuant to this Section 9, a member of the SpinCo Group with inaccurate or incomplete information in connection with an Income Tax Liability or Other Tax Liability.

(f) Excluded Information. Anything in this Section 9 to the contrary notwithstanding, neither Parent nor SpinCo shall be required to provide the other with (A) any information with respect to which it reasonably determines that such information may be privileged, and (B) any information that it is required to keep confidential; provided, that, each party shall use reasonable efforts to separate any information described in clause (A) or (B) from information that it is required to provide to the other party pursuant to this Section 9.

10. PAYMENTS.

(a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the parties for such purpose; provided that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof, or (ii) any other method agreed to by the parties. All payments due under this Agreement shall be deemed to be paid when available funds are actually received by the payee.

(b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Underpayment Rate.

(c) Characterization of Payments. For all tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement, as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the External Spin-Off and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise required by applicable law or a Final Determination; provided, that in the event it is determined that, pursuant to applicable law or a Final Determination, any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such Final Determination.

11. LEGAL AND ACCOUNTING FEES. Except as otherwise provided herein, any fees or expenses for legal, accounting or other professional services shall be borne by the party incurring such fees or expenses.

12. NOTICES. Notices, requests, permissions, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given upon (a) a transmitter's confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following Business Day or if delivered by hand the following Business Day), or (b) confirmed delivery of a standard overnight courier or delivered by hand, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):

If to Parent, to:     U.S. Bancorp
                      800 Nicollet Mall
                      Minneapolis, Minnesota 55402
                      Attn: General Counsel
                      Telecopier: (612) 303-0898

If to SpinCo to:      Piper Jaffray Companies
                      800 Nicollet Mall
                      Minneapolis, Minnesota 55402
                      Attn: General Counsel
                      Telecopier: (612) 303-1772

Such names and addresses may be changed by notice given in accordance with this
Section 14.

13. DESIGNATION OF AFFILIATE. Parent may assign any of its rights or obligations under this Agreement to any member of the Parent Group as it shall designate; provided, however, that no such assignment shall relieve Parent of any obligation to make a payment hereunder to SpinCo to the extent such designee fails to make such payment.

14. MISCELLANEOUS. Except to the extent otherwise provided in this Agreement, this Agreement shall be subject to the provisions of Article IX (Miscellaneous) of the SDA to the extent set forth therein.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.

U.S. BANCORP

By: /s/ Lee R. Mitau
    -------------------------------
    Name: Lee R. Mitau
    Title: Executive Vice President

PIPER JAFFRAY COMPANIES

By: /s/ James L. Chosy
    -------------------------------
    Name: James L. Chosy
    Title: Secretary

EXHIBIT 10.3

INSURANCE MATTERS AGREEMENT

by and between

U.S. Bancorp

and

Piper Jaffray Companies

Dated as of December 23, 2003

This INSURANCE MATTERS AGREEMENT, dated as of December 23, 2003, by and between U.S. Bancorp, a Delaware corporation ("Parent"), and Piper Jaffray Companies, a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Piper Jaffray", and together with Parent, the "Parties" and each a "Party").

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its stockholders to separate Parent's existing businesses into two independent companies;

WHEREAS, in furtherance of the foregoing, Parent and Piper Jaffray have entered into a Separation and Distribution Agreement, dated as of the date hereof (the "Separation and Distribution Agreement"), and other ancillary agreements that will govern certain matters relating to the Separation and the relationship of Parent, Piper Jaffray and their respective Subsidiaries following the Distribution Date; and

WHEREAS, pursuant to the Separation and Distribution Agreement, the Parties have agreed to enter into this Agreement for the purpose of setting forth certain agreements regarding insurance matters.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I -- Definitions

Capitalized terms used in this Agreement that are not defined in Article I or other provisions of this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement.

1.1. "Agreement" means this Insurance Matters Agreement, including all the Schedules hereto.

1.2. "Current Parent Policies" means Property and Casualty insurance policies that insure Parent and one or more of its Subsidiaries or Affiliates and that have policy periods that begin before and end after the Distribution Date.

1.3. "Other Policies" means Property and Casualty insurance policies with policy periods that begin and end before the Distribution Date and that provide insurance coverage to Parent or one or more of its Subsidiaries or Affiliates as a result of the acquisition of assets or shares of, or mergers or consolidations with, other Persons that had previously purchased such policies or that had succeeded to rights to obtain coverage from such policies prior to the time of the acquisition, merger or consolidation by or with Parent or one or more of its Subsidiaries or Affiliates.

1.4. "Prior Parent Policies" means Property and Casualty insurance policies with policy periods that begin and end before the Distribution Date that provide insurance coverage to Parent or one or more of its Subsidiaries or Affiliates and that are neither Current Parent Policies nor Other Policies.

1.5. "Property and Casualty" means property and casualty as that term is commonly used in the insurance business and includes but is not limited to liability policies (such as directors and officers liability policies, employment practices liability policies, errors and omissions liability policies, general liability policies), first party property policies, crime and bond policies, mail policies, Excess SIPIC policies, excess securities policies, and workers compensation policies.

ARTICLE II -- Current Parent Policies

2.1. With respect to the Current Parent Policies listed in Schedule A to this Agreement, which were issued for the period from August 1, 2003 to August 1, 2004, Parent hereby agrees, to the extent permitted by the insurance policy or insurance contract and upon request by Piper Jaffray, to provide the Piper Jaffray Group such insurance with respect to the Piper Jaffray Liabilities as is afforded by those policies to the extent that Parent has the right to do so without paying or incurring any additional premium or costs under those policies. Prior to the currently scheduled expiration date of those policies, August 1, 2004, unless earlier terminated by the applicable insurer, Parent shall not cancel, terminate or amend those policies in a manner that materially and adversely affects coverage for Piper Jaffray or the Piper Jaffray Group. Prior to the Distribution Date, Piper Jaffray shall use its commercially reasonable efforts to obtain written confirmation from the insurers that issued those policies that Piper Jaffray and the Piper Jaffray Group shall continue to be "Insured(s)" under those policies (as the term "Insured(s)" is defined in those policies) from the Distribution Date to August 1, 2004. In the event that Parent does not have the right to make Piper Jaffray and the Piper Jaffray Group "Insureds" under those policies (or the insurers refuse to provide confirmation of Parent's right to do so), Piper Jaffray shall at its own expense obtain replacement coverage (or bear the risk that such coverage is not available under the Current Parent Policies) and Parent shall not be directly or indirectly liable for any failure on the part of Piper Jaffray to obtain coverage or receive reimbursement under such policies from the insurers.

2.2. With respect to the Current Parent Policies listed in Schedule B to this Agreement, the period of such policies shall be deemed to end as of the Distribution Date insofar as Piper Jaffray and the Piper Jaffray Group are concerned, and Piper Jaffray and the Piper Jaffray Group shall have no right to extend the period for reporting claims, circumstances or occurrences under such policies. Piper Jaffray shall use commercially reasonable efforts to obtain, for the period commencing with the Distribution Date, replacement insurance policies for risks that would otherwise have been covered by such policies, or shall self-insure such risks and Parent shall not be directly or indirectly liable for any failure on the part of Piper Jaffray to insure for such risks.

2.3. With respect to the coverage of the type provided by Current Parent Policies, Piper Jaffray shall use commercially reasonable efforts to obtain its own separate replacement policies that provide substantially equivalent coverage with commercially appropriate limits for the period commencing with the Distribution Date. Piper Jaffray shall inform Parent about the replacement policies that it plans to obtain, and, with respect solely to the first set of replacement policies obtained for the period

commencing with the Distribution Date, obtain the consent of Parent to the type of coverage and the limits obtained by Piper Jaffray, provided that Parent may not unreasonably withhold such consent.

ARTICLE III -- Rights in Policies with Inception Dates Prior to the Distribution Date

3.1. As of the Distribution Date, Parent and the Parent Group assign to Piper Jaffray and the Piper Jaffray Group all rights to insurance coverage provided for Piper Jaffray Liabilities under the Current Parent Policies, Prior Parent Policies and Other Policies in accordance with the terms of such policies and applicable principles of law and equity, subject to the applicable limits of such policies.

3.2. As of the Distribution Date, Parent and the Parent Group retain all rights to insurance coverage provided for Parent Liabilities under the Current Parent Policies, Prior Parent Policies and Other Policies in accordance with the terms of such policies and applicable principles of law and equity, subject to the applicable limits of such policies.

3.3. For purposes of the exhaustion of any limits that apply to coverage available under Current Parent Policies, Prior Parent Policies or Other Policies, amounts shall be allocated to the policies on a first come/first served basis. That means that amounts covered by such policies shall be allocated to such policies in the order in which such amounts were paid by or on behalf of Parent or the Parent Group, or Piper Jaffray or the Piper Jaffray Group, with respect to the Parent Liabilities or the Piper Jaffray Liabilities, respectively. Where the policies provide coverage with respect to the Parent Liabilities or the Piper Jaffray Liabilities for amounts that are not paid by or on behalf of Parent or the Parent Group, or Piper Jaffray or the Piper Jaffray Group, such as for example in the case of first party coverage for the value of property that is destroyed but not replaced, amounts shall be allocated to policies in the order in which the relevant losses occurred.

ARTICLE IV -- Self-Insured Retentions and Related Matters

4.1. With respect to Parent Liabilities, Parent shall pay or cause to be paid any self-insured retentions, deductibles, retrospective premiums or other amounts payable by an insured that apply under Current Parent Policies, Prior Parent Policies or Other Policies. With respect to such liabilities, Parent shall also pay amounts that are not otherwise covered by the Current Parent Policies, Prior Parent Policies or Other Parent Policies. In addition, to the extent that there is any obligation after the Distribution Date to provide or continue to provide security or collateral to any insurer with respect to Parent Liabilities, Parent shall provide or cause to be provided such security or collateral and pay or cause to be paid the cost of doing so.

4.2. With respect to Piper Jaffray Liabilities, Piper Jaffray shall pay or cause to be paid any self-insured retentions, deductibles, retrospective premiums or other amounts payable by an insured that apply under Current Parent Policies, Prior Parent Policies or Other Policies. With respect to such liabilities, Piper Jaffray shall also pay

amounts that are not otherwise covered by the Current Parent Policies, Prior Parent Policies or Other Parent Policies. In addition, to the extent that there is any obligation after the Distribution Date to provide or continue to provide security or collateral to any insurer with respect to Piper Jaffray Liabilities, Piper Jaffray shall provide or cause to be provided such security or collateral and pay or cause to be paid the cost of doing so.

4.3. To the extent that Parent continues after the Distribution Date to make any payments or incur any costs that Piper Jaffray is obligated to make or incur under Section 4.2, for any reason, including as a result of contractual obligations or for the purpose of ensuring a smooth transition, Piper Jaffray shall promptly reimburse Parent for the amount of such payments or costs. Similarly, to the extent that Piper Jaffray continues after the Distribution Date to make any payments or incur any costs that Parent is obligated to make or incur under Section 4.1, for any reason, including as a result of contractual obligations or for the purpose of ensuring a smooth transition, Parent shall promptly reimburse Piper Jaffray for such payments or costs.

4.4. To the extent that Parent continues after the Distribution Date to provide security or collateral to any insurer with respect to Piper Jaffray Liabilities, Piper Jaffray shall: (a) use commercially reasonable efforts, in cooperation with Parent, to persuade the insurer to release Parent from such obligation and to substitute security or collateral from Piper Jaffray; (b) to the extent requested to do so by Parent, until Parent is released from such obligations, provide Parent at the expense of Piper Jaffray with equivalent security or collateral; (c) reimburse Parent for the cost of continuing to provide such security or collateral; and (d) to the extent not satisfied by the security or collateral contemplated by subsection (b), at Parent's option either pay on behalf of Parent any collateral or security amounts that become due with respect to Piper Jaffray Liabilities or promptly reimburse Parent for security or collateral amounts paid by Parent with respect to such liabilities.

4.5. For purposes of the exhaustion of any limits that apply to self-insured retentions, deductibles, retrospective premiums or other amounts payable by an insured that apply under Current Parent Policies, Prior Parent Policies or Other Policies, amounts shall be allocated to such limits on a first come/first served basis. That means that amounts shall be allocated to such limits in the order in which such amounts were paid by or on behalf of Parent or the Parent Group, or Piper Jaffray or the Piper Jaffray Group, with respect to the Parent Liabilities or the Piper Jaffray Liabilities, respectively. Where the limits with respect to the Parent Liabilities or the Piper Jaffray Liabilities apply to amounts that are not paid by or on behalf of Parent or the Parent Group, or Piper Jaffray or the Piper Jaffray Group, such as for example in the case of first party coverage for the value of property that is destroyed but not replaced, amounts shall be allocated to such limits in the order in which the relevant losses occurred.

4.6. Piper Jaffray, on its own behalf and on behalf of the Piper Jaffray Group, and their directors, officers and employees, hereby agrees that insurance policies issued by Midwest Indemnity Inc. do not provide any insurance coverage to Piper Jaffray or any member of the Piper Jaffray Group or any of the directors, officers or employees of the foregoing in their capacity as such.

4.7. With respect to Piper Jaffray Liabilities that are insured under Current Parent Policies, Other Policies, and Prior Parent Policies issued by commercial insurers who are entitled to reinsurance or indemnification for such liabilities in whole or in part from Parent or a member of the Parent Group, Piper Jaffray shall: (a) use commercially reasonable efforts, in cooperation with Parent, to persuade the insurer to release Parent and the Parent Group from such reinsurance or indemnification obligation and substitute a reinsurance or indemnification obligation from Piper Jaffray or one of the Piper Jaffray Subsidiaries; (b) until Parent and the Parent Group are released from such obligations, provide Parent at the expense of Piper Jaffray with commercially reasonable security or collateral; and (c) to the extent not satisfied by the security or collateral contemplated by subsection (b), at Parent's option either pay on behalf of Parent any reinsurance or indemnification amounts that become due with respect to Piper Jaffray Liabilities or promptly reimburse Parent for reinsurance or indemnification amounts paid by Parent or the Parent Group with respect to such liabilities.

ARTICLE V - Cooperation With Respect to Claims and Insurance Matters

5.1. With respect to Parent Liabilities, Parent shall have the right and the responsibility to provide appropriate notice to insurers, administer claims to the extent necessary or appropriate, submit claims to insurers for payment, negotiate coverage questions that may arise, and to arbitrate, litigate and/or compromise coverage disputes and Parent shall not incur any liability for the failure to do any of the above.

5.2. With respect to Piper Jaffray Liabilities, with respect only to Current Parent Policies and Prior Parent Policies, Parent shall have the right but not the obligation to provide appropriate notice to insurers, submit claims to insurers for payment, negotiate coverage questions that may arise, and to arbitrate, litigate and/or compromise coverage disputes. Piper Jaffray shall give prompt written notice to Parent of all claims or losses that are potentially eligible for coverage under Current Parent Policies and Prior Parent Policies or that have the potential to reduce deductibles or self-insured retentions applicable to such policies. Piper Jaffray shall reimburse Parent for out-of-pocket costs, expenses and fees, including attorneys fees, reasonably incurred by Parent for services performed by Parent pursuant to this section in connection with Piper Jaffray Liabilities. In the event that Parent elects not to exercise its rights under this section with respect to particular claims or losses after having received notice of such claims or losses from Piper Jaffray, Parent shall promptly notify Piper Jaffray of that election so that Piper Jaffray may exercise its rights and responsibilities with respect to such claims or losses under section 5.3, below.

5.3. With respect to Other Policies, and to the extent that Parent chooses not to do so under Current Parent Policies and Prior Parent Policies, Piper Jaffray shall have the right and the responsibility with respect to Piper Jaffray Liabilities to provide appropriate notice to insurers, administer claims to the extent necessary or appropriate, submit claims to insurers for payment, negotiate coverage questions that may arise, and to arbitrate, litigate and/or compromise coverage disputes.

5.4. (a) Parent and Piper Jaffray shall cooperate with each other, and use commercially reasonable efforts to take or cause to be taken all appropriate actions required of such Party, and to do or cause to be done all things necessary or appropriate to effectuate the provisions and purposes of this Agreement and the transactions contemplated hereby, including the execution of any additional documents or instruments of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof, and the taking of all such other actions as such Party may reasonably be requested to take by the other Party from time to time consistent with the terms of this Agreement; provided however, that nothing herein shall require Parent to incur any additional premiums or costs with respect to the Current Parent Policies, Prior Parent Policies or Other Policies.

(b) By way of enumeration of and not of limitation:

(i) each Party shall provide copies of insurance policies (to the extent that copies are available) or evidence of the existence of insurance (where actual copies of the policies are not available), to the other to the extent reasonably required to effectuate the provisions and purposes of this Agreement;

(ii) each Party shall provide the other with information reasonably necessary or helpful to either Party in connection with its efforts to obtain insurance coverage pursuant to and in accordance with the terms of this Agreement or to purchase new insurance policies, including information about the relevant portions of prior underwriting submissions, past and current claims and losses, subject to any confidentiality restrictions regarding such information, claims and losses;

(iii) each Party shall provide information to the other about exhaustion of policy limits and amounts applied to the limits of policies or self-insured retentions or other limits which are discussed in this Agreement that are potentially applicable to both, and the basis for the application of such amounts to such limits, so that each Party can monitor the exhaustion of such limits; and

(iv) subject to Sections 5.2 and 5.3, each Party shall execute further assignments or allow the other to pursue claims in its name (subject to appropriate written notice of the fact that it is doing so and a description of the reasons why it is doing so), including by means of arbitration or litigation, to the extent necessary or helpful to the other Party's efforts to obtain insurance coverage to which it is entitled under this Agreement.

5.5. Parent and Piper Jaffray shall reimburse each other for out-of-pocket costs, expenses and fees, including but not limited to attorneys' fees, reasonably incurred in connection with providing cooperation and assistance to the other pursuant to Section 5.4. Where particular costs, expense or fees are expected to exceed $10,000, Parent and Piper Jaffray shall use commercially reasonable efforts to provide estimates of such costs, expenses or fees to each other prior to the time that they are incurred.

5.6. In the event of any arbitration or litigation with any insurers concerning any Current Parent Policy, Prior Parent Policy or Other Policy that potentially provides coverage for both Parent Liabilities and Piper Jaffray Liabilities (as determined in good faith by the Party which is initiating or the subject to such arbitration or litigation), Parent and Piper Jaffray shall provide prompt written notice to each other of the initiation of such arbitration or litigation. In the event that such an arbitration or litigation is initiated by Parent or Piper Jaffray, each Party shall notify the other in writing at least 60 days prior to the initiation of such proceeding (unless it is not reasonably possible to do so without prejudicing the effort of such Party to obtain coverage). The Party receiving any such notice pursuant to this Section 5.6 shall preserve the confidentiality of that information and use it for no purpose other than conferring with the other Party and, subject to
Section 5.2, considering whether or not it should join that proceeding as a party or an amicus, or institute another proceeding against one or more insurers in the same or some different forum at some time after the first proceeding has been initiated.

5.7. With respect to the application of the first come/first served principles set forth in Sections 3.3 and 4.5, Parent and the Parent Group, and Piper Jaffray and the Piper Jaffray Group, shall act in good faith and avoid taking any actions for the purpose or with the intention of accelerating or delaying claims payments or losses in order to obtain some advantage with respect to the exhaustion of applicable limits. In addition, Piper Jaffray and the Piper Jaffray Group shall not enter into any written settlement agreement with any insurer that has the effect of reducing limits that would otherwise be potentially available under this Agreement to Parent or the Parent Group without first giving Parent at least 60 days advance written notice of its intention to enter into such settlement accompanied by a copy of the proposed settlement so that the Parent may have an opportunity to consider the impact of such proposed settlement on its interests. Parent and Piper Jaffray agree to consult with each other and negotiate in good faith about any such impact.

5.8. Notwithstanding anything in this Agreement to the contrary (including Section 5.7), neither Parent nor any member of the Parent Group shall have any right to provide any release under a Current Parent Policy, a Prior Parent Policy or any Other Policy with respect to any rights that Piper Jaffray or any member of the Piper Jaffray Group may have under that policy under this Agreement, without the prior written consent of Piper Jaffray.

5.9. Notwithstanding anything in this Agreement to the contrary (including Section 5.7), neither Piper Jaffray nor any member of the Piper Jaffray Group shall have any right to provide any release under a Current Parent Policy, a Prior Parent Policy or an Other Policy with respect to any rights that Parent or any member of the Parent Group may have under that policy under this Agreement, without the prior written consent of Parent.

5.10. Parent and Piper Jaffray agree to preserve the confidentiality of any information relating to claims and losses, and efforts to recover insurance therefore in

accordance with the provisions of Section 6.8 of the Separation and Distribution Agreement.

ARTICLE VI -- Certain Specified Liabilities

6.1. Piper Jaffray has entered into a settlement agreement (the "Global Settlement") with certain federal and state regulators relating to alleged conflicts of interest or other allegedly wrongful acts involving relationships between securities analysis and investment banking services. In the event that the Global Settlement is approved, Piper Jaffray will become obligated to pay (a) fines and penalties in the amount of $12.5 million; (b) a restitution payment in the amount of $12.5 million; and (c) $7.5 million for the cost of independent market research. Piper Jaffray has established a reserve on its books in the amount of $32.5 million to pay these amounts. In connection with the Contribution, Parent has contributed capital to Piper Jaffray to enable it to establish this reserve. In the event that any insurer provides coverage to Parent, any Parent Subsidiary, Piper Jaffray or any Piper Jaffray Subsidiary for all or any part of this $32.5 million amount or any defense costs paid in connection with the investigation conducted by the regulators or the negotiation of a settlement with the regulators, the amount of such insurance proceeds, net of the costs, expenses and fees (including attorneys' fees) actually incurred in connection with the recovery of such proceeds, shall be allocated as specified in Sections 6.3 and 6.4.

6.2. In addition to the claims described in Section 6.1, the Parties have agreed that in the event insurance recoveries are received or paid out in respect of any Specified Liabilities (as defined in the Separation and Distribution Agreement), the Parties shall allocate such recoveries (net of the costs, expenses and fees (including attorneys' fees) actually incurred in connection with the recovery of such proceeds) in accordance with Section 6.3.

6.3. Except as provided in Section 6.4, the insurance proceeds received with respect to (1) the Global Settlement, (2) any defense costs paid in connection with the investigation conducted by the regulators or the negotiation of a settlement with the regulators, or (3) any Specified Liabilities, in each case, net of any costs, expenses and fees (including attorneys' fees) actually incurred in connection with the recovery of such proceeds, shall be allocated as follows:

(a) Parent and Piper Jaffray shall first be reimbursed for any out-of-pocket defense costs that each actually incurred in connection with such Specified Liabilities (if the insurance recoveries with respect to Global Settlement and Specified Liabilities are not sufficient to reimburse each for the full amount of its out-of-pocket defense costs, the recoveries shall be shared in proportion to the amount of out-of-pocket defense costs actually paid by each with respect to the Specified Liabilities);

(b) to the extent that there are any remaining insurance recoveries after Parent and Piper Jaffray have been reimbursed for their defense costs pursuant to subsection (a), such amounts shall next be used to reimburse Piper Jaffray for any settlement or judgment amounts that it has paid in connection with Specified Liabilities

that were not indemnified by Parent as a result of exhaustion of the $17.5 million maximum limit on Parent's indemnification obligation for such liabilities; and

(c) to the extent that there are any remaining insurance recoveries after allocations have been made pursuant to subsections (a) and (b) above, such remainder shall be allocated and belong to Parent. Piper Jaffray shall, promptly upon the receipt of any payment of all or any portion of such remainder, pay such amount over to Parent. Until making such payment to Parent, Piper Jaffray shall hold such amounts in trust for Parent and not for its own account.

6.4. In the event of a Change in Control of Piper Jaffray, any net insurance proceeds received with respect to the Global Settlement that have not already been paid to or on behalf Piper Jaffray pursuant to section 6.3 as of the effective date of such Change in Control shall belong to Parent, and Piper Jaffray shall have no right to receive or benefit from any portion of such proceeds, including as an element in the calculations set forth in Section 6.3. Piper Jaffray shall, promptly upon the receipt of any payment of or receipt of the benefit of any payment on its behalf of all or any portion of such net insurance proceeds, pay such amount over to Parent. Until making such payment to Parent, Piper Jaffray shall hold such amounts in trust for Parent and not for its own account.

ARTICLE VII - Other Provisions

7.1. Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given (i) by personal delivery to the appropriate address as set forth below (or at such other address for the Party as shall have been previously specified in writing to the other Party), (ii) by reliable overnight courier service (with confirmation) to the appropriate address as set forth below (or at such other address for the Party as shall have been previously specified in writing to the other Party), or (iii) by facsimile transmission (with confirmation) to the appropriate facsimile number set forth below (or at such other facsimile number for the Party as shall have been previously specified in writing to the other Party) with follow-up copy by reliable overnight courier service the next Business Day:

(a) if to Piper Jaffray, to:

Piper Jaffray Companies 800 Nicollet Mall Minneapolis, Minnesota 55402 Attention: General Counsel Fax: (612) 303-1772

(b) if to Parent, to:

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: General Counsel
Fax: (612) 303-0898

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. (Minneapolis, Minnesota time) and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

7.2. Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Parties. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or the failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the Parent Group in respect of any insurance policy or any other contract or policy of insurance.

7.3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

7.4. Entire Agreement. The Separation and Distribution Agreement, this Agreement, the other Ancillary Agreement and the Schedules hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the parties, oral and written, with respect to the subject matter hereof.

7.5. Assignment. This Agreement may not be assigned by either Party without the written consent of the other Party and any attempted assignment shall be null and void.

7.6. Binding Nature; Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

7.7. Severability. This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term hereof, which shall remain in full force and effect, for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party agrees that such restriction may be enforced to the maximum extent permitted by applicable law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. The Parties acknowledge that they intend to allocate financial obligations without violating any laws regarding insurance, self-insurance or other financial responsibility, or breaching any terms, conditions or provisions of any insurance policies. If it is determined that any action undertaken pursuant to the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreement is violative of any insurance, self-insurance or related financial responsibility law or regulation or any term, condition or provision of any insurance policy, the parties agree to work together to do whatever is necessary to comply with such law or regulation or insurance policy term condition or provision while trying to accomplish, as much as possible, the allocation of financial obligations as intended in the Separation and Distribution Agreement, this Agreement and any other Ancillary Agreement.

7.8. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts or choice of laws, or any other law that would make the laws of any jurisdiction other than Delaware applicable.

7.9. Reimbursement. In order to obtain reimbursement of amounts due under this Agreement, Parent or Piper Jaffray, as the case may be, shall send a written request for such reimbursement in accordance with Section 7.1, together with such information as is reasonably required to support its request for reimbursement; provided, however, that to the extent this Agreement contemplates the automatic reimbursement of or payment with respect to certain matters, no notice shall be required. Payment shall be due 30 days after receipt of such request and supporting information or promptly if no notice is required. If there are questions or disputes about certain amounts for which reimbursement is requested, payment should be made on a timely basis with respect to other amounts. With respect to all amounts that are ultimately determined to be owed under this Agreement -- either by agreement or through litigation -- but that were not paid in full within 30 days after the date of receipt of the original request for reimbursement and supporting information or promptly if no notice is required, interest at the prime rate published by Citibank N.A. from time to time, compounded monthly, shall be owed for the period beginning from 30 days after the date of receipt of the original request for reimbursement and supporting information, or [10] days if no notice is required until the date of payment.

7.10. Right of Setoff. With respect only to amounts that may become due pursuant to and in accordance with the terms of this Agreement, Parent and the

Parent Subsidiaries may deduct from, set off, hold back or otherwise reduce in any manner whatsoever against any such amounts Parent or the Parent Subsidiaries or their Affiliates may owe to or hold for the benefit of Piper Jaffray, the Piper Jaffray Subsidiaries, or their respective Affiliates any such amounts owed by Piper Jaffray or the Piper Jaffray Subsidiaries or their respective Affiliates to Parent or the Parent Subsidiaries or their respective Affiliates. In no event shall Parent and the Parent Subsidiaries deduct from, set off, hold back or otherwise reduce any such amounts from accounts of, or funds on deposit, of Piper Jaffray, the Piper Jaffray Subsidiaries, or their respective Affiliates with Parent and the Parent Subsidiaries.

7.11. Representations. Parent represents on behalf of itself and each other member of the Parent Group and Piper Jaffray represents on behalf of itself and each other member of the Piper Jaffray Group as follows:

(a) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement; and

(b) this Agreement has been duly executed and delivered by such Person and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof (assuming the due execution and delivery thereof by the other Party).

7.12. No Liability. Piper Jaffray does hereby, for itself and as agent for each other member of the Piper Jaffray Group, agree that no member of the Parent Group or any Parent Indemnitee shall have any Liability whatsoever as a result of the insurance policies and practices of Parent and its Subsidiaries as in effect at any time prior to the Distribution Time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

7.13. Headings. The table of contents, and the article and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

U.S. Bancorp

By: /s/ Lee R. Mitau
    -------------------------------
    Name: Lee R. Mitau
    Title: Executive Vice President

Piper Jaffray Companies

By: /s/ James L. Chosy
    -------------------------------
    Name: James L. Chosy
    Title: Secretary

EXHIBIT 10.4

BUSINESS ALLIANCE AGREEMENT

by and between

U.S. BANCORP

and

PIPER JAFFRAY COMPANIES

Dated as of December 23, 2003

TABLE OF CONTENTS

                                                                                     Page
                                                                                     ----
ARTICLE I.        SCOPE OF AGREEMENT............................................       2
     1.1          Scope.........................................................       2

ARTICLE II.       BUSINESS AGREEMENTS...........................................       2
     2.1          General.......................................................       2
     2.2          Investment Funds..............................................       2
     2.3          Capital Market Services Collaboration.........................       3
     2.4          Joint Products and Services...................................       4
     2.5          Settlement, Safekeeping and Other Banking Services............       5
     2.6          Customer Information Sharing and Access.......................       6
     2.7          Securities Dealer Services....................................       6
     2.8          Transition Matters............................................       7

ARTICLE III.      ALLIANCE MANAGEMENT...........................................       8
     3.1          Alliance Managers.............................................       8
     3.2          Meetings......................................................       8
     3.3          Responsibilities..............................................       8

ARTICLE IV.       TERM AND TERMINATION..........................................       8
     4.1          Term..........................................................       8
     4.2          Termination...................................................       8
     4.3          Effect of Termination.........................................      10

ARTICLE V.        GENERAL TERMS AND CONDITIONS..................................      10
     5.1          Complete Agreement............................................      10
     5.2          Expenses......................................................      11
     5.3          Governing Law.................................................      11
     5.4          Notices.......................................................      11
     5.5          Amendment, Modification or Waiver.............................      11
     5.6          Successors and Assigns; No Third Party Beneficiaries..........      12
     5.7          Counterparts..................................................      12
     5.8          Dispute Resolution............................................      12
     5.9          Interpretation................................................      12
     5.10         Severability..................................................      12
     5.11         No Joint Venture..............................................      12
     5.12         No Individual Authority.......................................      12
     5.13         Non-Exclusivity...............................................      13
     5.14         Basis of Bargain..............................................      13
     5.15         Force Majeure.................................................      13
     5.16         Priority......................................................      13

EXHIBIT A -- Alliance Managers

BUSINESS ALLIANCE AGREEMENT

This BUSINESS ALLIANCE AGREEMENT (this "Agreement"), dated as of December 23, 2003, is made and entered into by and between U.S. Bancorp, a Delaware corporation ("Parent"), and PIPER JAFFRAY COMPANIES, a Delaware corporation and an indirect, wholly owned subsidiary of Parent ("Piper Jaffray"). Parent and Piper Jaffray are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement (as defined herein).

RECITALS

WHEREAS, Parent and Piper Jaffray have entered into a certain Separation and Distribution Agreement dated as of the date hereof (as it may be amended from time to time, the "Separation Agreement"), which sets forth the principal corporate transactions required to effect the separation of Parent's businesses into two independent public companies;

WHEREAS, pursuant to the provisions of the Separation Agreement, from and after the consummation of the Merger and the Contribution,
(i) the Piper Jaffray Group will be engaged in the Piper Jaffray Business, (ii) the Parent Group will be engaged in the Parent Business, (iii) the Piper Jaffray Group will own and control the Piper Jaffray Assets and assume and be responsible for the Piper Jaffray Liabilities, and (iv) the Parent Group will own and control the Parent Assets and assume and be responsible for the Parent Liabilities;

WHEREAS, Section 3.2(c) of the Separation Agreement provides that prior to the Distribution, each of Parent and Piper Jaffray shall enter into this Agreement, which is the Business Alliance Agreement referred to in the Separation Agreement;

WHEREAS, Section 2.4 of the Separation Agreement provides, among other things, that on or before the Contribution Effective Time, each of Parent and Piper Jaffray shall enter into, or cause appropriate members of the Group of which it is a member to enter into, such other agreements, certificates and other documents as may be deemed to be advisable by Parent in connection with the Separation; and

WHEREAS, the Parties desire to enter into this Agreement to set forth the terms of their agreement regarding certain business alliances, arrangements, understandings and relationships between and among them and the other members of each of their respective Groups following the completion of the Separation (the "Alliance"), including without limitation, the following: (i) the referral of selected business between the Groups; (ii) the marketing and distribution of certain financial products and services of the Groups; (iii) the continued joint provision of certain services by certain members of each Group; and (iv) certain other matters intended to facilitate the transition of the Piper Jaffray Business to the Piper Jaffray Group set forth below in this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

SCOPE OF AGREEMENT

SECTION 1.1 Scope. In furtherance of, and in order to document in its entirety, the Alliance between the Parties, each of Parent and Piper Jaffray agrees to comply, and to cause the appropriate members of the Group of which it is a member to comply, with all of the terms and conditions of this Agreement and the Business Agreements (as defined below) contemplated hereby to which it, or the applicable member of its Group, is a party.

ARTICLE II

BUSINESS AGREEMENTS

SECTION 2.1 General. Subject to the immediately following sentence, the Parties currently desire to enter into the agreements provided for in this Article II below (the "Business Agreements") on the terms set forth below and otherwise on such other terms and conditions as are customary for similar business arrangements, but the Parties agree that the identity and description of the terms of the Business Agreements hereunder may be modified from time to time by mutual agreement of the Parties. Notwithstanding anything herein to the contrary, neither Party shall have any obligation to enter into any such Business Agreement if the Parties are unable to reach agreement on the terms thereof on or prior to the date that is six months after the Distribution Date after negotiating in good faith. Each Business Agreement shall, subject to
Section 5.16 hereof, constitute a separate and complete agreement between the Parties with respect to the subject matter thereof but may reference or incorporate the terms and conditions of this Agreement, any other Business Agreement and/or the Separation Agreement if and when appropriate.

SECTION 2.2 Investment Funds. The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith to enter into Business Agreements pursuant to which Piper Jaffray shall offer customers of the Piper Jaffray Group various investment fund products currently managed by Parent's asset management subsidiary on behalf of First American Funds ("FAF"). The Parties currently contemplate the following specific Business Agreements that shall be negotiated in good faith and entered into by and between Piper Jaffray and U.S. Bancorp Asset Management, Inc., a wholly owned subsidiary of U.S. Bank ("USBAM"):

(a) Money Market funds for Piper Jaffray Clients. Under an agreement to be entered into between Piper Jaffray and USBAM, money market balances held in various Piper Jaffray Group client accounts shall be invested in one or more classes of money market funds of FAF managed by USBAM. Such money market funds shall be the exclusive non-state specific retail sweep money market funds offered by the Piper Jaffray Group during the term of the agreement except as required by applicable law and

regulations including Piper Jaffray's obligation to offer suitable investments to its clients.

This agreement shall provide that shares and/or one or more classes of FAF will be named or renamed so as to relate to Piper Jaffray and that such shares and/or classes shall have distinct pricing and fee arrangements designed for the Piper Jaffray Group. The Piper Jaffray Group shall provide omnibus shareholder account record keeping such that transactions for its clients shall be made through a single account for each money market fund or class of FAF. USBAM and Piper Jaffray also shall enter into other service arrangements related to operational and compliance matters in connection with the investments in FAF by Piper Jaffray Group clients. The agreement shall provide for agreed-upon payments to Piper Jaffray for making FAF available to Piper Jaffray Group clients under this arrangement and shall have an initial term of two years and be renewable annually.

(b) Long-term Mutual Funds for Piper Jaffray Clients. Piper Jaffray shall include the long-term (non-money market) mutual funds of FAF on its preferred list of mutual fund families provided that Piper Jaffray continues to maintain such a list or any similar program created in future and that such FAF funds meet the criteria Piper Jaffray applies equally to all long-term mutual funds considered for inclusion on such list or in such program. Pursuant to an existing agreement between Piper Jaffray and Quasar Distributors, Piper Jaffray shall continue to receive commissions and trailer fees based upon the investments of Piper Jaffray Group clients in long-term funds of FAF. This agreement shall be renewable annually.

(c) Referrals by Piper Jaffray to USBAM Institutional Advisory Group. Under an agreement to be entered into between Piper Jaffray and USBAM, Piper Jaffray may solicit clients for the Institutional Advisory Group of USBAM, which manages separate accounts for corporations, governmental entities, endowments, foundations, unions and other entities. USBAM shall pay a referral fee to Piper Jaffray for introductions or leads that result in new clients for this USBAM advisory activity. The agreement shall conform to the applicable requirements under the Investment Advisers Act of 1940 with respect to cash payments for client solicitations and all other legal or regulatory requirements.

(d) Piper Private Equity Fund. If the USBAM Institutional Advisory Group determines that it would like to make available interests in Private Equity Partners II, LP, a private equity fund sponsored by Piper Jaffray, or a similar fund, to clients of the Institutional Advisory Group through its affiliate U.S. Bancorp Investments, Inc. ("USBII"), USBAM, Piper Jaffray and USBII shall enter into an agreement that will address the specific obligations on the part of Piper Jaffray Private Capital Group, USBAM Institutional Advisory Group and USBII as part of this process and shall provide for the payment of amounts to the appropriate parties for their appropriate services.

SECTION 2.3 Capital Market Services Collaboration. The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith to enter into Business Agreements pursuant to which Parent and/or members of the Parent Group shall

recommend the Piper Jaffray Group as a preferred provider of capital market services to clients of the Parent Group. Such services shall include both (i) investment banking services and (ii) investment account services. The investment banking services shall consist of both (A) debt capital market transactions including senior secured, senior unsecured, subordinated notes, medium term note programs, brokered CD programs, trust preferred securities, non-convertible preferred securities and commercial paper programs (but excluding any municipal finance transactions), and (B) equity capital market transactions including public equity offerings, public or private convertible securities, merger and acquisition transactions and private equity transactions. The investment account services shall include services provided by Piper Jaffray's fixed income capital markets sales force and corporation cash management programs. Such agreement or agreements shall provide for the payment by the Piper Jaffray Group of referral fees to the Parent Group if a Parent Group client uses any of such preferred provider services of the Piper Jaffray Group and the same results in a net profit to the Piper Jaffray Group.

SECTION 2.4 Joint Products and Services. The Parties and/or the appropriate members of each of the respective Groups shall negotiate in good faith to enter into Business Agreements pursuant to which the Parties shall jointly provide certain financial products and services of certain members of each Group to shared customers of the Groups. The Parties currently contemplate that such agreements will include, without limitation, the following specific agreements:

(a) Retirement Solution Plan Product. Under an agreement to be entered into between Piper Jaffray and U.S. Bank National Association, a national banking association and a wholly owned subsidiary of Parent ("U.S. Bank"), Piper Jaffray and U.S. Bank shall continue to market and manage the bundled retirement plan product known as "Retirement Solution." Specifically, pursuant to the provisions of this agreement, Retirement Solution shall continue to be managed by the Institutional Trust and Custody group of U.S. Bank ("IT&C"), and USBAM and IT&C shall continue to support the Piper Jaffray Group in its sales activities relating to Retirement Solution. IT&C and the Piper Jaffray Group shall agree upon new procedures and pricing for new clients, including procedures for the payment of commissions, and communication processes determined to be desirable or necessary in light of the post-Separation structure in order to continue to provide high service levels to shared clients and to retain this business. Pricing on retirement plan customers as of the Merger and the Contribution, shall remain unchanged for one year.

(b) Solution Online Retirement Plan Product. Under an agreement to be entered into between Piper Jaffray and U.S. Bank, Piper Jaffray's financial advisors shall continue to market and IT&C shall continue to manage the online bundled retirement plan product known as "Solution Online." Neither the management and distribution of Solution Online nor the process by which the Piper Jaffray Group receives payments for the distribution of Solution Online shall be fundamentally affected by the Separation. IT&C and Piper Jaffray shall agree upon any modifications that may be necessary or desirable regarding how the product is marketed and distributed.

(c) Premier Portfolio Trust Product (Piper Jaffray Managed Fiduciary Trust Accounts at Parent). Under an agreement to be entered into between U.S. Bank and Piper Jaffray, U.S. Bank and Piper Jaffray shall continue to provide in partnership a Premier Portfolio Trust product, pursuant to which certain of the investment assets of the Piper Jaffray Group clients are held in fiduciary trust accounts at U.S. Bank while managed by Piper Jaffray Group financial advisors. This agreement shall set forth the framework and requirements respecting the Premier Portfolio Trust partnership, including the new technology, information access and communication processes that will be necessary to continue to jointly offer this product following the completion of the Separation.

(d) Mortgage Joint Venture. Piper Jaffray and U.S. Bank have formed a joint venture for the purpose of satisfying the mortgage product needs of Piper Jaffray Group clients.

SECTION 2.5 Settlement, Safekeeping and Other Banking Services. The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith to enter into Business Agreements pursuant to which U.S. Bank shall provide to the Piper Jaffray Group's corporate cash management clients settlement, safekeeping and other banking services. The Parties expect that the use of such settlement services by such clients of the Piper Jaffray Group will decline over the term of this Agreement as the Piper Jaffray Group transitions its customers to alternative settlement services. The Parties currently contemplate that such agreements will include, without limitation, the following specific agreements:

(a) Basis Point CDs, Commercial Paper, Bankers Acceptances. U.S. Bank shall provide certain operational support to the Piper Jaffray Group in connection with the Basis Point CD product, including, for example, providing the Piper Jaffray Group with credit advice, statements of position and confirmations regarding daily remittance amounts. Such support shall further provide that the Piper Jaffray Group shall promptly provide U.S. Bank with certain information and documentation to enable U.S. Bank to provide such operational assistance, and the Piper Jaffray Group shall be responsible for late fees, penalties and other fees that may arise in connection with the provision of this operational assistance.

(b) Safekeeping and Bond Accounting Services. U.S. Bank shall provide safekeeping and bond accounting services to its customers who purchase from or sell to the Piper Jaffray Group fixed income products. These services shall be substantially identical to the services U.S. Bank provides to its customers that transact with other independent, third party broker-dealers, and these services shall be governed by agreements that are substantially identical to the agreements between U.S. Bank and its customers that transact with other independent, third party broker-dealers. Such agreements shall further provide that the Piper Jaffray Group shall promptly provide U.S. Bank with certain information and documentation to enable U.S. Bank to provide such operational assistance, and the Piper Jaffray Group shall be responsible for late fees, penalties and other fees that may arise in connection with the provision of this operational assistance.

(c) Automated Clearing House Cash Settlement Services. Pursuant to an existing agreement, U.S. Bank shall continue to accept Automated Clearing House ("ACH") files from members of the Piper Jaffray Group to facilitate same-day and/or next day debits and credits to the demand deposit accounts maintained at U.S. Bank and other financial institutions by Piper Jaffray Group customers. The Piper Jaffray Group's ability to add new accounts to such ACH files and the gradually declining ACH credit exposure shall be consistent with the limits mutually agreed upon by U.S. Bank and the Piper Jaffray Group which shall be documented in a separate agreement. ACH services shall be offered at the aforementioned agreed upon credit limits subject to no material adverse change in the financial condition of the Piper Jaffray Group. Standard fee arrangements and other terms and conditions shall apply to such ACH activity.

(d) Credit Lines. U.S. Bank shall provide the Piper Jaffray Group demand lines of credit, which shall be collateralized by marketable securities. Additionally, U.S. Bank shall provide the Piper Jaffray Group a daylight overdraft line and a day loan line in the amounts mutually agreed upon by U.S. Bank and the Piper Jaffray Group which shall be documented in a separate agreement and also be subject to no material adverse change in the financial condition of Piper Jaffray.

SECTION 2.6 Customer Information Sharing and Access. The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith and enter into Business Agreements pursuant to which the Parent Group shall share with the Piper Jaffray Group certain information regarding certain shared customers to the extent permitted by applicable law and such customers. The Parties currently contemplate that such agreements will include, without limitation, the following specific agreements:

(a) Parent Group Services (Information Sharing). Under an agreement to be entered into between U.S. Bank and Piper Jaffray, subject to prior, written customer consent, U.S. Bank shall provide Piper Jaffray on a regular basis, information regarding the accounting, activity and status of the demand deposit and safekeeping accounts of their shared customers. Such information shall be provided under terms and conditions that are substantially similar to the terms and conditions that govern U.S. Bank's provision of such information to other independent, third party broker-dealers or recipients of this information.

(b) SAR Access. Under an agreement to be entered into between U.S. Bank and Piper Jaffray, subject to any necessary consents, U.S. Bank shall provide Piper Jaffray with access to information on U.S. Bank's SAR (Sysout Archival and Retrieval) system until the conversion of the information to a new system is complete.

SECTION 2.7 Securities Dealer Services. U.S. Bancorp Piper Jaffray, Inc., a wholly owned subsidiary of Piper Jaffray, has entered into a certain Dealer Agreement with USBII dated as of April 21, 2003, which agreement shall continue in full force and effect following completion of the Separation in accordance with it terms. Such agreement provides that Piper Jaffray's fixed income trading desk shall provide certain services to USBII relating to the purchase and sale of fixed income securities products to USBII's customers.

SECTION 2.8 Transition Matters. The Parties and/or the appropriate members of each of their respective Groups shall negotiate in good faith and enter into such agreements relating to the transition of the Piper Jaffray Business, Piper Jaffray Assets and Piper Jaffray Liabilities to the Piper Jaffray Group as may be jointly determined by the Parties to be necessary or desirable. The Parties currently contemplate that such agreements will include, without limitation, the following specific agreements:

(a) Structured Notes Program Modifications. USBII has two series of structured notes issued and outstanding, consisting of (i) USBI Trust, Series 2002, and (ii) USBI Trust, Series 1998D. The Piper Jaffray Group will remain responsible for remarketing and administrative services for the structured notes and the Parent Group will continue to act as guarantor and trustor. The Parties shall cause all necessary amendments to existing agreements reflecting such duties to be executed and delivered at or prior to the Contribution Effective Time.

(b) Third Party Vendor Contracts. The Parties and/or the appropriate members of each of their respective Groups shall enter into an agreement or agreements on or prior to the Contribution Effective Time that allocate the use of, and payment responsibility for, products and services under various third party contracts including telecommunications, data communications, network and market data. In situations where a contract is currently in the name of one or more members of only one Group and none of the members of the other Group are parties thereto, but members of both Groups are sharing the applicable products or services, such agreement or agreements shall (i) specify a method for notifying third party vendors which Party shall continue to use the products or services and become solely responsible for payments therefor and (ii) obligate such responsible Party to indemnify the other Party from and against any further liability under the related third party contract.

(c) Prime Account Processing. U.S. Bank shall continue to process Piper Jaffray prime accounts until conversion to new system can be completed.

(d) Daily Confirms Formatted, Printed and Mailed. U.S. Bank shall continue to format, print and mail Piper Jaffray's daily confirms until this function is outsourced to a third party vendor, which shall not exceed four weeks from the date of the Merger and Contribution.

(e) Network Equipment Room Engineering Services. U.S. Bancorp shall provide engineering services to support Piper Jaffray's portion of the network equipment room on the 8th floor of the 800 Nicollet Mall, Minneapolis, MN location from the date of the Merger and Contribution until the earlier of February 29, 2004 or a third party service provider engaged by Piper Jaffray takes over such responsibilities.

ARTICLE III

ALLIANCE MANAGEMENT

SECTION 3.1 Alliance Managers. Each Party shall name one or more representatives to be its alliance manager for this Agreement and each other Business Agreement contemplated hereunder (collectively, the "Alliance Managers"). The initial Alliance Managers for each Party are listed in attached Exhibit A hereto. Either Party may replace any of its Alliance Managers at any time upon reasonable advance notice to the other.

SECTION 3.2 Meetings. Meetings of the Alliance Managers for each Business Agreement shall be held from time to time as agreed by the Alliance Managers, but not less than once every calendar quarter. Such meetings may be conducted either in person or by telephone.

SECTION 3.3 Responsibilities. The Alliance Managers shall be responsible for understanding the full scope of the Alliance. The Alliance Managers shall further be responsible for engaging the appropriate representatives of their respective companies to allow the Parties to meet their obligations hereunder. The responsibilities of the Alliance Managers shall include, but shall not be limited to, the following:

(a) Overall management of the collaborative Alliance of the Parties as contemplated by this Agreement, the other Business Agreements and the Separation Agreement; and

(b) The responsibility to attempt to resolve expeditiously any conflict between or among the Parties and/or other members of each Group related to this Agreement and/or the other Business Agreements.

ARTICLE IV

TERM AND TERMINATION

SECTION 4.1 Term. This Agreement shall commence at the Contribution Effective Time and shall continue for two (2) years thereafter (the "Term") unless earlier terminated by either Party as permitted under the provisions of this Agreement.

SECTION 4.2 Termination. (a) This Agreement may be terminated for cause by either Party if the other Party is in breach of any of its material obligations under this Agreement and fails to remedy such breach within thirty
(30) days of receipt of a written notice by the other Party that specifies the material breach.

(b) Either Party may terminate this Agreement, which termination shall occur immediately, if:

(i) the other Party or any significant Subsidiary of such Party shall make an assignment for the benefit of creditors;

(ii) the other Party or any significant Subsidiary of such Party shall petition or apply to any tribunal for the appointment of a trustee or receiver of it, or of any substantial part of its assets, or commence any proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction whether now or hereafter in effect;

(iii) any bankruptcy, insolvency, receivership or similar petition or application is filed, or any proceedings are commenced against the other Party or any significant Subsidiary of such Party and the other Party or any significant Subsidiary of such Party by any act indicates its approval thereof, consent thereto, or acquiescence therein, or any order is entered appointing a trustee or receiver, adjudicating the other Party bankrupt or insolvent, or approving the petition in any such proceedings and such order remains unstayed or undischarged for more than sixty (60) days; or

(iv) any order is entered in any proceedings against the other Party or any significant Subsidiary of such Party decreeing the dissolution of the other Party or such significant Subsidiary and such order remains unstayed or undischarged for more than sixty (60) days.

(c) Either Party may terminate this Agreement upon written notice in the event of a Change of Control (defined below), provided that the Party undergoing the Change of Control shall use its reasonable best efforts to notify the other Party of such event at the earliest time that it is legally permitted and practically able to do so. As used herein, "Change of Control" means, with respect to either Party: (1) the acquisition by any Person (it being understood that the use of the term "Person" in this definition shall be deemed to include any group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) of Persons) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act for the purposes of this definition) of securities of such Party where such acquisition causes such Person, directly or indirectly, to beneficially own more than 50% of either (i) the then outstanding shares of common stock of such Party ("Outstanding Common Stock") or (ii) the combined voting power of the then outstanding voting securities of such Party entitled to vote generally in the election of directors ("Outstanding Voting Securities"); provided, however, that for purposes of this subsection (a), any acquisition by (A) any employee benefit plan (or related trust) sponsored or maintained by such Party or any corporation controlled by such Party or (B) any corporation, limited liability company or other entity pursuant to a transaction which complies with clauses (i) and (ii) of subsection (2) below, shall not be deemed to result in a Change of Control; or (2) the consummation of, a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of such Party (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively,

the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns such Party or all or substantially all of such Party's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, and (ii) no Person beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock of such corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation.

SECTION 4.3 Effect of Termination. Upon any expiration or earlier termination of this Agreement, the rights and obligations of the Parties hereunder shall terminate, excluding those provisions that by their terms extend beyond such termination. For the avoidance of doubt, nothing herein shall terminate any on-going payment or other obligation under any other Business Agreement, which obligations shall be governed solely by the terms of such Business Agreement (except to the extent, if any, set forth therein).

ARTICLE V

GENERAL TERMS AND CONDITIONS

SECTION 5.1 Complete Agreement. (a) This Agreement and the Exhibits hereto, the Business Agreements and the Separation Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

(b) Parent represents on behalf of itself and each other member of the Parent Group and Piper Jaffray represents on behalf of itself and each other member of the Piper Jaffray Group as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each other Business Agreement that shall be agreed to and finalized in accordance with this Agreement (including Section 2.1 hereof) (collectively, the "Transaction Agreements") in each case to which it is a party and to consummate the transactions contemplated by the Transaction Agreements to which it is a party; and

(ii) this Agreement has been duly executed and delivered by such Person (if such Person is a party) and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof (assuming the due execution and delivery hereof by the other party), and each of the other Transaction Agreements to which it will be a party will be duly executed and delivered by it and will constitute a valid and binding agreement of

it enforceable in accordance with the terms thereof (assuming the due execution and delivery thereof by the other party or parties to such Transaction Agreement).

SECTION 5.2 Expenses. Except as expressly set forth in this Agreement or in any other Business Agreement or the Separation Agreement, and regardless of whether or not the Separation or the Distribution is consummated, all third party fees, costs and expenses paid or incurred in connection with the transactions contemplated by this Agreement and the Business Agreements shall be paid by the Party incurring such fees, costs or expenses.

SECTION 5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding choice of laws and conflicts of laws that would apply the substantive laws of any other jurisdiction) as to all matters, including matters of validity, construction, effect, performance and remedies.

SECTION 5.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or
(c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number or person as a Party may designate by notice to the other Parties):

If to Parent or any member of the Parent Group:

U.S. Bancorp
800 Nicollet Mall
BC-MN-H23I

Minneapolis, Minnesota 55402
Attention: Lee R. Mitau
Fax: (612) 303-0898

If to Piper Jaffray or any member of the Piper Jaffray Group:

Piper Jaffray Companies 800 Nicollet Mall, Suite 800 Minneapolis, Minnesota 55402 Attention: James L. Chosy Fax: (612) 303-1772

SECTION 5.5 Amendment, Modification or Waiver. This Agreement may be amended, modified, waived or supplemented, in whole or in part, only by a written agreement signed by each of the Parties. The waiver by the Parties of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.

SECTION 5.6 Successors and Assigns; No Third Party Beneficiaries. (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned or otherwise transferred, in whole or in part, by any Party without the prior written consent of the other Party.

(b) This Agreement is solely for the benefit of the Parties and is not intended to confer upon any other Persons any rights or remedies hereunder.

SECTION 5.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 5.8 Dispute Resolution. Any controversy, claim or question of interpretation arising out of or relating to this Agreement
(including without limitation a claimed breach of any of the provisions hereof)
that is not resolved by the Parties shall be resolved in accordance with the provisions of Section 9.9 of the Separation Agreement.

SECTION 5.9 Interpretation. Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

SECTION 5.10 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.

SECTION 5.11 No Joint Venture. Notwithstanding any provision hereof, this Agreement does not create, and is not intended to create, a joint venture, partnership or agency relationship between the Parties. For all purposes of this Agreement, each Party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other and shall not bind nor attempt to bind the other to any contract. Each Party shall be free to manage and control its business as it sees fit, without the management, control or assistance of the other Party, except as otherwise prescribed herein or in any other Business Agreement or the Separation Agreement.

SECTION 5.12 No Individual Authority. Neither Party shall, without the express, prior written consent of the other Party, take any action for or on behalf of or in the name of the other Party, assume, undertake or enter into any commitment, debt, duty or obligation binding upon any other Party, except for actions expressly provided for in this Agreement or pursuant to any other Business Agreements entered into between the Parties.

SECTION 5.13 Non-Exclusivity. Unless otherwise expressly set forth herein or in any other agreement between the Parties or other members of their respective Groups, the undertaking referenced herein and the relationship between the Parties, and all aspects thereof are and shall be non-exclusive. Provided that such activities do not otherwise constitute a breach of the Separation Agreement or any Business Agreement, each Party may develop itself, or purchase or otherwise acquire from third parties, any products or services, and each Party may engage in any business, even if such business is competitive with the business of the other Party.

SECTION 5.14 Basis of Bargain. Parent and Piper Jaffray acknowledge that each Party has entered into this Agreement in reliance upon the disclaimers of warranties and limitations of liability and damages as set forth in this Agreement and the Separation Agreement, and that such provisions form an essential basis of the bargain between the Parties and do not cause this Agreement, or the remedies available hereunder, to fail of its or their essential purpose.

SECTION 5.15 Force Majeure. Excluding the obligation to make payment when due, in the event that either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected Party's performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence.

SECTION 5.16 Priority. Should there be a conflict between any other Business Agreement and this Agreement or should this Agreement be silent on a matter addressed in any other Business Agreement (and not in the Separation Agreement), such other Business Agreement shall prevail as to the subject matter thereof. Should there be a conflict between this Agreement and the Separation Agreement or should this Agreement be silent on a matter addressed in the Separation Agreement, the Separation Agreement shall prevail as to the subject matter thereof.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.

U.S. BANCORP

By: /s/ Lee R. Mitau
    ---------------------------------
    Name: Lee R. Mitau
    Title: Executive Vice President

PIPER JAFFRAY COMPANIES

By: /s/ James L. Chosy
    ----------------------------------
    Name: James L. Chosy
    Title:  Secretary

EXHIBIT 10.5

PIPER JAFFRAY COMPANIES
2003 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the Plan is to promote the interests of the Company and its stockholders by giving the Company a competitive advantage in attracting, retaining and motivating employees, officers, consultants and Directors capable of assuring the future success of the Company, to offer such persons incentives that are directly linked to the profitability of the Company's businesses and increases in stockholder value, and to afford such persons an opportunity to acquire a proprietary interest in the Company.

SECTION 2. DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below.

(a) "Affiliate" means any entity that, directly or indirectly through one or more intermediaries, is controlled by, controlling or under common control with the Company.

(b) "Award" means any Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, Other Stock Grant, Other Stock-Based Award or Tax Offset Bonus granted under the Plan.

(c) "Award Agreement" means any written agreement, contract or other instrument or document evidencing any Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(d) "Board" means the Board of Directors of the Company.

(e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f) "Change in Control" has the meaning set forth in Section 7.

(g) "Committee" means a committee of Directors designated by the Board to administer the Plan, which initially shall be the Compensation Committee of the Board. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3 and Section 162(m) of the Code, and each member of the Committee shall be an Outside Director.

(h) "Company" means Piper Jaffray Companies, a Delaware corporation.

(i) "Covered Employee" means a Participant designated prior to the grant of Restricted Stock, Restricted Stock Units or Performance Awards by the Committee who is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which any such Award is expected to be taxable to such Participant.

(j) "Director" means a member of the Board, including any Outside Director.

(k) "Dividend Equivalent" means any right granted under Section 6(e) of the Plan.

(l) "Effective Date" has the meaning set forth in Section 11 of the Plan.

(m) "Eligible Individual" means any employee, officer, Director or consultant providing services to the Company or any Affiliate, and prospective employees and consultants who have accepted offers of employment or consultancy from the Company or any Affiliate, whom the Committee determines to be an Eligible Individual.

(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

(o) "Exercise Price" has the meaning set forth in Section 6(a) of the Plan.

(p) "Fair Market Value" means, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing and except as otherwise provided by the Committee, the Fair Market Value of a Share as of a given date shall be the closing sales price for one Share on the New York Stock Exchange or such other national securities market or exchange as may at the time be the principal market for the Shares, or if the Shares were not traded on such national securities market or exchange on such date, then on the next preceding date on which the Shares are traded, all as reported by such source as the Committee may select.

(q) "Incentive Stock Option" means any Stock Option granted under
Section 6(a) of the Plan that is designated as, and intended to qualify as, an "incentive stock option" within the meaning of Section 422 of the Code.

(r) "Non-Qualified Stock Option" means any Stock Option granted under
Section 6(a) of the Plan that is not an Incentive Stock Option.

(s) "Outside Director" means any Director who qualifies as an "outside director" within the meaning of Section 162(m) of the Code and as a "non-employee director" within the meaning of Rule 16b-3.

(t) "Participant" means an Eligible Individual designated to be granted an Award under the Plan.

(u) "Performance Award" means any right granted under Section 6(d) of the Plan.

(v) "Performance Goals" means the performance goals established by the Committee in connection with the grant of an Award. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures with respect to the Company or such subsidiary, division or department of the Company for or within which the Participant performances services: revenue growth; earnings before interest, taxes, depreciation, and amortization; earnings before interest and taxes; operating income; pre- or after- tax income; earnings per share; cash flow; cash flow per share;

return on equity; return on invested capital; return on assets; economic value added (or an equivalent metric); share price performance; total shareholder return; improvement in or attainment of expense levels; improvement in or attainment of working capital levels and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations. Such Performance Goals also may be based upon the attaining of specified levels of Company performance under one or more of the measures described above relative to the performance of other companies.

(w) "Plan" means this Piper Jaffray Companies 2003 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time.

(x) "Qualified Performance-Based Award" means an Award of Restricted Stock, Restricted Stock Units or Performance Awards designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is or may be a Covered Employee in the year in which the Company would expect to be able to claim a tax deduction with respect to such Restricted Stock or Performance Awards and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption.

(y) "Restricted Stock" means any Share granted under Section 6(c) of the Plan.

(z) "Restricted Stock Unit" means any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

(aa) "Rule 16b-3" means Rule 16b-3, as promulgated by the Securities and Exchange Commission under Section 16(b) of the Exchange Act, as amended from time to time.

(bb) "Section 162(m) Exemption" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in
Section 162(m)(4)(C) of the Code.

(cc) "Share" or "Shares" means a share or shares of common stock, par value $.01 per share, of the Company.

(dd) "Stock Appreciation Right" means any right granted under Section 6(b) of the Plan.

(ee) "Stock Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

SECTION 3. ADMINISTRATION

(a) Power and Authority of the Committee. The Plan shall be administered by the Committee, except with respect to Awards to non-employee Directors, which shall be administered by the Nominating and Governance Committee. All references to the "Committee" with respect to grants to non-employee Directors shall refer to the Nominating and Governance Committee. Subject to the terms of the Plan and to applicable law, the Committee shall have full power and authority to:

(i) designate Participants;

(ii) determine whether and to what extent any type (or types) of Award is to be granted hereunder;

(iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be determined in connection with) each Award;

(iv) determine the terms and conditions of any Award or Award Agreement;

(v) subject to Section 9 hereof, amend the terms and conditions of any Award or Award Agreement and accelerate the vesting and/or exercisability of any Stock Option or waive any restrictions relating to any Award; provided, however, that (A) except for adjustments pursuant to Section 4(c) of the Plan, in no event may any Stock Option granted under this Plan be (x) amended to decrease the Exercise Price thereof, (y) cancelled in conjunction with the grant of any new Stock Option with a lower Exercise Price, or (z) otherwise subject to any action that would be treated, for accounting purposes, as a "repricing" of such Stock Option, unless such amendment, cancellation, or action is approved by the stockholders of the Company to the extent required by applicable law and stock exchange rules and (B) the Committee may not adjust upwards the amount payable to a Covered Employee with respect to a Qualified Performance-Based Award or waive or alter the Performance Goals associated therewith in a manner that would violate Section 162(m) of the Code.

(vi) determine whether, to what extent and under what circumstances the exercise price of Awards may be paid in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended;

(vii) determine whether, to what extent and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee;

(viii) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan;

(ix) adopt, alter, suspend, waive or repeal such rules, guidelines and practices and appoint such agents as it shall deem advisable or appropriate for the proper administration of the Plan; and

(x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons, including without limitation, the Company, its Affiliates, subsidiaries, shareholders, Eligible Individuals and any holder or beneficiary of any Award.

(b) Action by the Committee; Delegation. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate all or any part of its duties and powers under the Plan to one or more persons, including Directors or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act or
(ii) in a manner that would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption; and provided, further, that any such delegation may be revoked by the Committee at any time.

(c) Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the
Section 162(m) Exemption, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

SECTION 4. SHARES AVAILABLE FOR AWARDS

(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under the Plan shall be 2,000,000. Shares that may be issued under the Plan may be authorized but unissued Shares or Shares re-acquired and held in treasury. Notwithstanding the foregoing, (i) the number of Shares available for granting Incentive Stock Options under the Plan shall not exceed 500,000, subject to adjustment as provided in Section 4(c) of the Plan and subject to the provisions of Section 422 or 424 of the Code or any successor provision, and (ii) the number of Shares available for granting Restricted Stock and Restricted Stock Units shall not exceed 2,000,000, subject to adjustment as provided in Section 4(c) of the Plan.

(b) Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. Any Shares that are used by a Participant as full or partial payment to the Company of the purchase price relating to an Award, including in connection with the satisfaction of tax obligations relating to an Award, shall again be available for granting Awards (other than Incentive Stock Options) under the Plan. In addition, if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan.

(c) Adjustments. In the event of any change in corporate capitalization (including, but not limited to, a change in the number of Shares outstanding), such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options and Stock Appreciation Rights and other Awards to be granted to any Participant, in the number, kind and Exercise Price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion (including, without limitation, the provision of an amount in cash in consideration for any such Awards); provided, however, that the number of shares subject to any Award shall always be a whole number. Without limiting the generality of the foregoing, in connection with any Disaffiliation of a subsidiary of the Company, the Committee shall have the authority to arrange for the assumption or replacement of Awards with new awards based on shares of the affected subsidiary or by an affiliate of an entity that controls the subsidiary following the Disaffiliation. For purposes hereof, "Disaffiliation" of a subsidiary shall mean the subsidiary's ceasing to be a subsidiary of the Company for any reason (including, without limitation, as a result of a public offering, spinoff, sale or other distribution or transfer by the Company of the stock of the subsidiary).

(d) Award Limitations. No more than 1,000,000 shares of Common Stock may be subject to Qualified Performance-Based Awards granted to any Eligible Individual in any fiscal year of the Company.

SECTION 5. ELIGIBILITY

Any Eligible Individual shall be eligible to be designated a Participant. In determining which Eligible Individuals shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Individuals, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, Incentive Stock Options may be granted only to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who also are employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate also is a "subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code or any successor provision.

SECTION 6. AWARDS

(a) Stock Options. The Committee is hereby authorized to grant Stock Options (which may be Non-Qualified Stock Options or Incentive Stock Options) to Eligible Individuals with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i) Exercise Price. The purchase price per Share purchasable under a Stock Option (the "Exercise Price") shall be determined by the Committee; provided, however, that, unless otherwise determined by the Committee, such Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Stock Option.

(ii) Option Term. The term of each Stock Option shall be fixed by the Committee at the time of grant, but in no event shall be more than 10 years from the date of grant.

(iii) Time and Method of Exercise. The Committee shall determine the time or times at which a Stock Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable Exercise Price) in which, payment of the Exercise Price with respect thereto may be made or deemed to have been made.

(iv) Incentive Stock Options. The Committee may designate Stock Options as Non-Qualified Stock Options or as Incentive Stock Options. Any Incentive Stock Option authorized under the Plan shall contain such provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Stock Option as an Incentive Stock Option. To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option on or subsequent to its grant date, it shall constitute a Non-Qualified Stock Option.

(b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Individuals subject to the terms of the Plan. Each Stock Appreciation Right granted under the Plan shall confer on the holder upon exercise the right to receive, as determined by the Committee, cash or a number of Shares equal to the excess of (A) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (B)the grant price of the Stock Appreciation Right as determined by the Committee, which grant price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, unless otherwise determined by the Committee. Subject to the terms of the Plan, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions (including conditions or restrictions on the exercise thereof) of any Stock Appreciation Right shall be as determined by the Committee, provided, that in no event shall the term of a Stock Appreciation Right be longer than ten years.

(c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Restricted Stock and Restricted Stock Units to Eligible Individuals with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i) Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, limitation on transfer, forfeiture conditions, limitation on the right to vote a

Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. The grant or vesting of Restricted Stock and Restricted Stock Units may be performance-based or time-based or both. Restricted Stock and Restricted Stock Units may be Qualified Performance-Based Awards, in which event the grant or vesting, as applicable, of such Restricted Stock or Restricted Stock Units shall be conditioned upon the attainment of Performance Goals.

(ii) Stock Certificates; Delivery of Shares.

(A) Any Restricted Stock granted under the Plan shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the applicable Award Agreement and possible forfeiture of such shares of Restricted Stock. The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award.

(B) In the case of Restricted Stock Units, no Shares or other property shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units (or at such later time as may be determined by the Committee), Shares or other cash or property shall be issued to the holder of the Restricted Stock Units and evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates.

(iii) Forfeiture. Except as otherwise determined by the Committee, upon a Participant's termination of employment (as determined under criteria established by the Committee) during the applicable restriction period, all applicable Shares of Restricted Stock and Restricted Stock Units at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(d) Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Individuals subject to the terms of the Plan. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and
(ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance

Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award and any other terms and conditions of any Performance Award shall be determined by the Committee. The Committee may, prior to or at the time of the grant, designate Performance Awards as Qualified Performance-Based Awards, in which event it shall condition the settlement thereof upon the attainment of Performance Goals. Performance Awards denominated in cash that are payable to any individual Participant with respect to any calendar year will be limited to a maximum of $5,000,000.

(e) Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Individuals under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan, such Dividend Equivalents may have such terms and conditions as the Committee shall determine.

(f) Other Stock Grants. The Committee is hereby authorized, subject to the terms of the Plan, to grant to Eligible Individuals Shares without restrictions thereon as are deemed by the Committee to be consistent with the purpose of the Plan.

(g) Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Individuals, subject to the terms of the Plan, such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(g) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property or any combination thereof), as the Committee shall determine, the value of which consideration, as established by the Committee, shall not be less than 100% of the Fair Market Value of such Shares or other securities as of the date such purchase right is granted, unless otherwise determined by the Committee.

(h) Tax Offset Bonus. The Committee may grant to a Participant, at the time of granting an Award or at any time thereafter, the right to receive a cash payment in an amount specified by the Committee, to be paid at such time or times (if ever) as the Award results in compensation income to the Participant, for the purpose of assisting the Participant to pay the resulting taxes, all as determined by the Committee and on such other terms and conditions as the Committee shall determine (a "Tax Offset Bonus").

(i) General.

(i) Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as determined by the Committee and required by applicable law.

(ii) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or

in substitution for any other Award or any award granted under any plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any such other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii) Forms of Payment Under Awards. Subject to the terms of the Plan, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or settlement of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, promissory notes (provided, however, that the acceptance of such notes does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002), other securities, other Awards or other property or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents with respect to installment or deferred payments.

(iv) Limits on Transfer of Awards. No Award (other than Other Stock Grants) and no right under any such Award shall be transferable by a Participant otherwise than by will or by the laws of descent and distribution and the Company shall not be required to recognize any attempted assignment of such rights by any Participant; provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant and receive any property distributable with respect to any Award upon the death of the Participant; and provided, further, that, if so determined by the Committee, a Participant may transfer a Non-Qualified Stock Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)) at any time that such Participant holds such Stock Option, whether directly or indirectly or by means of a trust or partnership or otherwise, provided that the Participant may not receive any consideration for such transfer, the Family Member may not make any subsequent transfers other than by will or by the laws of descent and distribution and the Company receives written notice of such transfer. Except as otherwise determined by the Committee, each Award (other than an Incentive Stock Option) or right under any such Award shall be exercisable during the Participant's lifetime only by the Participant or, if permissible under applicable law, by the Participant's guardian or legal representative. Except as otherwise determined by the Committee, no Award (other than an Incentive Stock Option) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or other encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(v) Term of Awards. Subject to Section 6(a)(ii) of the Plan, the term of each Award shall be for such period as may be determined by the Committee.

(vi) Restrictions. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders

and other restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may direct appropriate stop transfer orders and cause other legends to be placed on the certificates for such Shares or other securities to reflect such restrictions.

SECTION 7. CHANGE IN CONTROL

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided by the Committee in any Award Agreement, in the event of a Change in Control:

(i) Any Stock Options and Stock Appreciation Rights outstanding as of the date of such Change in Control, and which are not then exercisable and vested, shall become fully exercisable and vested.

(ii) The restrictions and deferral limitations applicable to any Restricted Stock and Restricted Stock Units shall lapse, and such Restricted Stock and Restricted Stock Units shall become free of all restrictions and become fully vested.

(iii) All Performance Awards shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Performance Awards shall be settled in cash or Shares, as determined by the Committee, as promptly as is practicable.

(iv) All restrictions on other Awards shall lapse and such Awards shall become free of all restrictions and become fully vested.

(b) Definition of Change in Control. For purposes of the Plan, a "Change in Control" shall mean the happening of any of the following events:

(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) Any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) Any acquisition by the Company, (3) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (4) Any acquisition pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) of this Section 7(b); or

(ii) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 7(b), that any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the

Company's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

SECTION 8. INCOME TAX WITHHOLDING

No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, be entitled to take such action and establish such procedures as it deems appropriate to withhold or collect all applicable payroll, withholding, income or other taxes from such Participant. In order to assist a Participant in paying all or a portion of the federal, state, local and foreign taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional

terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company withhold a portion of the Shares or other property otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares or other property other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes, provided that, in either case, not more than the legally required minimum withholding may be settled with Shares. Any such election must be made on or before the date that the amount of tax to be withheld is determined.

SECTION 9. AMENDMENT AND TERMINATION

(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company, no amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval:

(i) requires stockholder approval under the rules or regulations of the New York Stock Exchange, any other securities exchange or the National Association of Securities Dealers, Inc. that are applicable to the Company;

(ii) increases the number of Shares authorized under the Plan as specified in Section 4(a) of the Plan; or

(iii) without such stockholder approval, would cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan.

(b) Amendments to Awards. The Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided herein or in an Award Agreement, the Committee may not amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, if such action would adversely affect the rights of the holder of such Award, without the consent of the Participant or holder or beneficiary thereof or such amendment would cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.

(c) Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

SECTION 10. GENERAL PROVISIONS

(a) No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Individuals or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

(b) Award Agreements. No Participant will have rights under an Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.

(c) No Rights of Stockholders. Except with respect to Shares of Restricted Stock as to which the Participant has been granted the right to vote, neither a Participant nor the Participant's legal representative shall be, or have any of the rights and privileges of, a stockholder of the Company with respect to any Shares issuable to such Participant upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued in the name of such Participant or such Participant's legal representative without restrictions thereto.

(d) No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(e) No Right to Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan or the grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or an Affiliate, or a non-employee Director to be retained as a Director, nor shall it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without cause. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement.

(f) Governing Law. The Plan and all Awards granted and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws thereof.

(g) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, 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 or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(h) Application to Participants Outside the United States. In the event an Award is granted to a Participant who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individual to comply with applicable foreign law.

(i) No Trust or Fund Created. Neither the Plan nor any Award shall 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 an Eligible Individual or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(j) Other Benefits. 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.

(k) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(l) 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.

(m) Section 16 Compliance; Section 162(m) Administration. The Plan is intended to comply in all respects with Rule 16b-3 or any successor provision, as in effect from time to time, and in all events the Plan shall be construed in accordance with the requirements of Rule 16b-3. If any Plan provision does not comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall be deemed inoperative. The Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan with respect to persons who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Eligible Individuals. The Company intends that all Stock Options and Stock Appreciation Rights granted under the Plan to individuals who are or who the Committee believes will be Covered Employees will constitute "qualified performance-based compensation" within the meaning of Section 162(m) of the Code.

(n) Conditions Precedent to Issuance of Shares. Shares shall not be issued pursuant to the exercise or payment of the Exercise Price or purchase price relating to an Award unless such exercise or payment and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended from time to time, the Exchange Act, the rules and regulations promulgated thereunder, the requirements of any applicable stock exchange and the Delaware General Corporation Law. As a condition to the exercise or payment of the Exercise Price or purchase price relating to such Award, the Company may require that the person exercising or paying the Exercise Price or purchase price represent and warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation and warranty is required by law.

SECTION 11. EFFECTIVE DATE OF PLAN

Upon its adoption by the Board, the Plan shall be submitted for approval by the stockholders of the Company and shall be effective as of the date of such approval (the "Effective Date").

SECTION 12. TERM OF THE PLAN

The Plan will terminate on the tenth anniversary of the Effective Date or any earlier date of discontinuation or termination established pursuant to
Section 9 of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.

EXHIBIT 10.6

NYSE CSA FORM 1D

SUBORDINATED LOAN AGREEMENT - CASH

THIS AGREEMENT is entered into this 22nd day of December 2003, between USB Holdings, Inc. (the "Lender") and U.S. Bancorp Piper Jaffray Inc., (the "Organization").

1. GENERAL - Subject to the terms and conditions hereinafter set forth, the Organization promises to pay to the Lender or its assigns, (a) on October 31, 2008 (the "Scheduled Maturity Date") at the office of the Organization, the principal amount of $180,000,000 plus accrued and unpaid interest as of the Scheduled Maturity Date (treating the Scheduled Maturity Date as the Interest Payment Date for the purpose of calculating the Interest Rate applicable to the period since the last Interest Payment Date) and (b) on January 2, 2004 and the first business banking day in Minneapolis, Minnesota of each calendar quarter thereafter (each such date, an "Interest Payment Date"), interest on the principal amount then outstanding at the Interest Rate. All payments made by the Organization hereunder, both principal and interest, shall be noted in the books and records of the Lender and shall be conclusive evidence of the amounts of such payments absent manifest error. For the purposes of this Agreement, "Interest Rate" means, for each Interest Payment Date, an interest rate per annum equal to the London Interbank Offer Rate for three-month Eurodollar deposits, as reported on Telerate page 3750 two London business days prior to the immediately preceding Interest Payment Date (or, in the case of the first Interest Payment Date, two London business days prior to the date hereof) calculated on an actual/360 day basis, plus 150 basis points, such Interest Rate to be reset on each subsequent Interest Payment Date.

2. SUSPENDED REPAYMENT

The Organization's obligation to pay the principal amount hereof on the Scheduled Maturity Date or any accelerated maturity date shall be suspended and the obligation shall not mature for any period of time during which after giving effect to such payment (together with (a) the payment of any other obligation of the Organization payable at or prior to the payment hereof and (b) the return of any Secured Demand Note and the Collateral therefor held by the Organization and returnable at or prior to the payment hereof).

(i) in the event that the Organization is not operating pursuant to the alternative net capital requirement provided for in paragraph (a)(1)(ii) of Rule 15c3-1 (the "Rule") under the Securities Exchange Act of 1934, as amended (the "Act"), the aggregate indebtedness of the Organization would exceed 1200 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time payment is to be made, or such other percent as may be made

applicable to the Organization at the time of such payment by the New York Stock Exchange, Inc. (the "Exchange") or the Securities and Exchange Commission (the "SEC"), or

(ii) in the event that the Organization is operating pursuant to such alternative net capital requirement, the net capital of the Organization would be less than 5 percent (or such other percent as may be made applicable to the Organization at the time of such payment by the Exchange or the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effect at such time, or

(iii) in the event that the Organization is registered as a futures commission merchant under the Commodity Exchange Act (the "CEA"), the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such payment) would be less than 6 percent (or such other percentum as may be made applicable to the Organization at the time of such payment by the Commodity Futures Trading Commission (the "CFTC") of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts), or the Organization's net capital would be less than the minimum capital requirement as defined by the DSRO, or

(iv) the Organization's net capital, as defined in the Rule or any successor rule as in effect at the time of such payment, would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such payment by the Exchange or the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Organization at the time of such payment by the Exchange or the SEC), or

(v) in the event that the Organization is registered as a futures commission merchant under the CEA and if its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such payment, would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such payment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time (or such other dollar

amount as may be made applicable to the Organization at the time of such payment by the CFTC), or

(vi) in the event that the Organization is subject to the provisions of Paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Organization would be less than the amount required to satisfy the 1000 percent test (or such other percentum test as may be made applicable to the Organization at the time of such payment by the Exchange or the SEC) stated in such applicable paragraph.

(the net capital necessary to enable the Organization to avoid such suspension of its obligation to pay the principal amount hereof being hereinafter referred to as the "Applicable Minimum Capital") and during any such suspension the Organization shall, as promptly as consistent with the protection of its customers, reduce its business to a condition whereby the principal amount hereof with accrued interest thereon could be paid (together with (a) the payment of any other obligation of the Organization payable at or prior to the payment hereof and (b) the return of any Secured Demand Note and the Collateral therefor held by the Organization and returnable at or prior to the payment hereof) without the Organization's net capital being below the Applicable Minimum Capital, at which time the Organization shall repay the principal amount hereof plus accrued interest thereon on not less than five days' prior written notice to the Exchange. The aggregate principal amount outstanding pursuant to this Agreement shall mature on the first day at which under this paragraph the Organization has an obligation to pay the principal amount hereof. If pursuant to the terms hereof the Organization's obligation to pay the principal amount hereof is suspended and does not mature, the Organization agrees (and the Lender recognizes) that if its obligation to pay the principal amount hereof is ever suspended for a period of six months or more, it will promptly take whatever steps are necessary to effect a rapid and orderly complete liquidation of its business. If payment is made of all or any part of the principal hereof on the Scheduled Maturity Date or any accelerated maturity date and if immediately after any such payment the Organization's net capital is less than the Applicable Minimum Capital, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of any such payment) to repay to the Organization, its successors or assigns, the sum so paid, to be held by the Organization pursuant to the provisions hereof as if such payment had never been made; provided, however, that any suit for the recovery of any such payment must be commenced within two years of the date of such payment.

3. SUBORDINATION OF OBLIGATIONS

The Lender irrevocably agrees that the obligations of the Organization under this Agreement with respect to the payment of principal and interest are and shall be fully and irrevocably subordinate in right of payment and subject to the prior payment or provision for payment in full of all claims of all other present and future creditors of the Organization whose claims are not similarly subordinated (claims hereunder shall rank pari passu with claims similarly subordinated) and to claims which are now or hereafter expressly stated in the instruments creating such claims to be senior in right of payment to the claims of the

class of this claim arising out of any matter occurring prior to the date on which the Organization's obligation to make such payment matures consistent with the provisions hereof. In the event of the appointment of a receiver or trustee of the Organization or in the event of its insolvency, liquidation pursuant to the Securities Investor Protection Act of 1970 ("SIPA") or otherwise, its bankruptcy, assignment for the benefit of creditors, reorganization whether or not pursuant to bankruptcy laws, or any other marshalling of the assets and liabilities of the Organization, the holder hereof shall not be entitled to participate or share, ratably or otherwise, in the distribution of the assets of the Organization until all claims of all other present and future creditors of the Organization, whose claims are senior hereto, have been fully satisfied, or adequate provision has been made therefor.

4. PERMISSIVE PREPAYMENT

With the prior written approval of the Exchange, the Organization may, at its option, make Prepayment of all or any portion of the principal amount hereof to the Lender prior to the Scheduled Maturity Date at any time subsequent to one year from the effective date of this agreement. No Prepayment shall be made, however, if after giving effect thereto (and to all other payments of principal of outstanding subordination agreements of the Organization, including the return of any Secured Demand Note and the Collateral therefor held by the Organization, the maturity or accelerated maturity of which are scheduled to occur within six months after the date such Prepayment is to occur pursuant to the provisions of this paragraph, or on or prior to the Scheduled Maturity Date for payment of the principal amount hereof disregarding this paragraph, whichever date is earlier) without reference to any projected profit or loss of the Organization.

(i) in the event that the Organization is not operating pursuant to the alternative net capital requirement provided for in paragraph (a)(1)(ii) of the Rule, the aggregate indebtedness of the Organization would exceed 1000 percent of its net capital as those terms are defined in the Rule or any successor rule as in effect at the time such Prepayment is to be made (or such other percent as may be made applicable at such time to the Organization by the Exchange or the SEC), or

(ii) in the event that the Organization is operating pursuant to such alternative net capital requirement, the net capital of the Organization would be less than 5 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the Exchange or the SEC) of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effect at such time, or

(iii) in the event that the Organization is registered as a futures commission merchant under the CEA, the net capital of the Organization (as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment) would be less than 7 percent (or such other percent as may

be made applicable to the Organization at the time of such Prepayment by the CFTC) of the funds required to be segregated pursuant to the CEA and the regulations thereunder, and the foreign futures or foreign options secured amount less the market value of commodity options purchased by customers of the Organization on or subject to the rules of a contract market or a foreign board of trade (provided, however, the deduction for each customer shall be limited to the amount of customer funds in such customer's account(s) and foreign futures and foreign options secured amounts) or the Organization's net capital would be less than the minimum capital requirement as defined by the DSRO, or

(iv) the Organization's net capital, as defined in the Rule or any successor rule as in effect at the time of such Prepayment, would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the Exchange or the SEC) of the minimum dollar amount required by the Rule as in effect at such time (or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the Exchange or the SEC), or

(v) in the event that the Organization is registered as a futures commission merchant under the CEA, its net capital, as defined in the CEA or the regulations thereunder as in effect at the time of such Prepayment would be less than 120 percent (or such other percent as may be made applicable to the Organization at the time of such Prepayment by the CFTC) of the minimum dollar amount required by the CEA or the regulations thereunder as in effect at such time or such other dollar amount as may be made applicable to the Organization at the time of such Prepayment by the CFTC, or

(vi) in the event that the Organization is subject to the provisions of paragraph (a)(6)(v) or (c)(2)(x)(C) of the Rule, the net capital of the Organization would be less than the amount required to satisfy the 1000 percent test (or such other percent test as may be made applicable to the Organization at the time of such Prepayment by the Exchange or the SEC) stated in such applicable paragraph, or

If Prepayment is made of all or any part of the principal hereof prior to the Scheduled Maturity Date and if the Organization's net capital is less than the amount required to permit such Prepayment pursuant to the foregoing provisions of this Paragraph, the Lender agrees irrevocably (whether or not such Lender had any knowledge or notice of such fact at the time of such Prepayment) to repay the Organization, its successors or assigns, the sum so paid to be held by the Organization pursuant to the provisions hereof as if such Prepayment had never been made; provided, however, that any suit for the recovery of any such Prepayment must be commenced within two years of the date of such Prepayment.

5. AFFIRMATIVE COVENANTS.

Until all amounts hereunder, both principal and interest, have been paid in full to the Lender, the Organization covenants and agrees with the Lender that:

(i) Minimum Net Worth. The Organization will not permit at any time the amount which, in conformity with GAAP, is included under the caption "Shareholders' Equity" (or any like caption) on the balance sheet of the Organization (such amount, the Organization's "Net Worth") to be less than $200,000,000.

(ii) Minimum Net Capital. The Organization will not permit at any time its net capital (as defined by the Exchange) to be less than $50,000,000 for a period of 30 consecutive days.

6. REPRESENTATIONS AND WARRANTIES

The Organization hereby represents and warrants to the Lender that, as of the date of this Agreement:

(i) Corporate Existence. The Organization has been duly organized, and is validly existing and in good standing, under the laws of its jurisdiction of incorporation or formation and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, operations, assets, business, prospects or properties of the Organization. The Organization is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing or good standing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition, operations, assets, business, prospects or properties of the Organization.

(ii) Authority. The Organization has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder in accordance with its terms. The Agreement has received all necessary approvals of the Board of Directors of the Organization, and no other corporate proceedings on the part of the Organization are necessary to authorize the execution and delivery of this Agreement or the consummation by the Organization of the transactions contemplated

hereby. The Agreement has been duly executed and delivered by the Organization, and, assuming the due authorization, execution and delivery hereof by the Organization, constitutes a valid and legally binding agreement of the Organization, enforceable against the Organization in accordance with its terms.

(iii) Consents; No Conflicts. Entrance by the Organization into this Agreement (a) does not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, except such as have been obtained or made and are in full force and effect as of the date hereof, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Organization or any order of any governmental authority, (c) will not violate or result in a default under, or give rise to a right to require any material payment under, any indenture, agreement or other instrument binding upon the Organization or any of its assets and (d) will not result in the creation or imposition of any lien on any material asset of the Organization.

7. ACCELERATION IN EVENT OF INSOLVENCY

The Organization's obligation to pay the unpaid principal amount hereof shall forthwith mature, together with interest accrued thereon, in the event of any receivership, insolvency, liquidation pursuant to SIPA or otherwise, bankruptcy, assignment for the benefit of creditors, reorganization whether or not pursuant to bankruptcy laws, or any other marshalling of the assets and liabilities of the Organization; but payment of the same shall remain subordinate as hereinabove set forth.

8. EVENTS OF ACCELERATION

If any of the following events (each an "Event of Acceleration") occur:

(i) the Organization fails to pay any amount due under this Agreement when the same becomes due and payable, and such failure continues for thirty days after notice thereof by the Lender to the Organization;

(ii) any material representation or warranty made by the Organization in this Agreement proves to have been inaccurate in any material respect at the time made; or

(iii) the Organization fails to perform any covenant contained in this Agreement relating to the conduct of the business of the Organization or relating to the maintenance and reporting of the Organization's financial position, including those covenants set forth in Section 5 hereof, and such failure shall continue unremedied for a period of 30 days after notice thereof from the Lender to the Organization;

then, and in every such event, and at any time thereafter during the continuance of such event, the Lender may elect, by written notice to the Organization and the Examining Authority, to declare the entire amount outstanding hereunder to be due and payable in full as of the last business day of the calendar month which is six months after the date such notice is received by the Organization and the Examining Authority, whereupon the entire such amount shall be and become due and payable on such date; and provided that, in accordance with the Rules under the Act, the Lender shall not be permitted to exercise its rights and remedies pursuant to this Section 7 by delivery of such notice prior to the date that is six months after the Effective Date (as defined in Section 18 hereof). No course of dealing and no delay on the part of the Lender in exercising any right, power or remedy will operate as a waiver thereof or otherwise prejudice the Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

9. EVENTS OF DEFAULT

If any of the following events (each an "Event of Default") occur:

(i) the Organization is the subject of any receivership, insolvency, liquidation pursuant to SIPA or otherwise, bankruptcy, assignment for the benefit of creditors, reorganization whether or not pursuant to bankruptcy laws, or there is any other marshalling of the assets and liabilities of the Organization;

(ii) the SEC revokes the registration of the Organization; or

(iii) the Examining Authority suspends (and does not reinstate within ten (10) days) or revokes the Organization's status as a member of the Exchange.

then, and in every such event (other than an event with respect to the Organization described in clause (i) of this Section as a result of which the Lender shall not be permitted, without special relief, to exercise its rights or remedies), and at any time thereafter during the continuance of such event, the Lender may elect, by written notice to the Organization and the Examining Authority, to declare the entire amount outstanding hereunder to be due and payable in full, whereupon the entire such amount shall be and become due and payable on date of such notice; provided, however, that no such notice shall be required in the event of occurrence of the event specified in clause (i) of this Section, and if any such event shall occur all amounts outstanding hereunder shall immediately and automatically be and become due and payable in full without notice or declaration of any kind; and provided further that, in accordance with the Rules under the Act, if a liquidation of the business of the Organization has not been commenced, the date on which such Event of Default occurs shall be the date on which the payment obligations of the Organization with respect to all other subordination agreements then outstanding shall mature. Upon the happening of an Event of Default, if liquidation of the business of the Organization has not already occurred, the Organization shall undertake to rapidly and orderly liquidate its business. No course of

dealing and no delay on the part of the Lender in exercising any right, power or remedy will operate as a waiver thereof or otherwise prejudice the Lender's rights, powers or remedies. No right, power or remedy conferred hereby is exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

10. EFFECT OF DEFAULT

Default in any payment hereunder, including the payment of interest, shall not accelerate the maturity hereof except as herein specifically provided, and the obligation to make payment shall remain subordinated as herein above set forth.

11. EFFECT OF ACCELERATION AND DEFAULT

The occurrence of any Event of Acceleration or Event of Default shall not accelerate the maturity hereof except as herein specifically provided, and the obligation to make payment shall remain subordinated as herein above set forth.

12. NOTICE OF MATURITY OR ACCELERATED MATURITY

The organization shall immediately notify the Examining Authority for such broker or dealer, if, after giving effect to all Payments of Payment Obligations (as that term is defined in (a)(2)(iv) of Appendix D of the Rule) under subordination agreements then outstanding that are then due or mature within the following six months without reference to any projected profit or loss of the broker or dealer either the aggregate indebtedness of the broker or dealer would exceed 1200 percent of its net capital or its net capital would be less than 120 percent of the minimum dollar amount required by the Rule, or, in the case of a broker or dealer operating pursuant to paragraph (a)(1)(ii) of the Rule, its net capital would be less than 5 percent of aggregate debit items computed in accordance with Exhibit A to Rule 15c3-3 under the Act or any successor rule as in effect at such time, or, if registered as a futures commission merchant, 6 percent of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder (less the market value of commodity options purchased by option customers on or subject to the rules of a contract market, each such deduction not to exceed the amount of funds in the option customer's account), if greater, or less than 120 percent of the minimum dollar amount required by paragraphs (a)(1)(ii) of the Rule.

13. NON-LIABILITY OF EXCHANGE

The Lender irrevocably agrees that the loan evidenced hereby is not being made in reliance upon the standing of the Organization as a member organization of the Exchange or upon the Exchange's surveillance of the Organization's financial position or its compliance with the Constitution, Rules and practices of the Exchange. The Lender has made such investigation of the Organization and its partners, officers, directors and stockholders as the Lender deems necessary and appropriate under the circumstances. The Lender is not relying upon the Exchange to provide any information concerning or relating to the Organization and agrees that the Exchange has no responsibility to disclose to the Lender

any information concerning or relating to the Organization which it may now, or at any future time, have. The Lender agrees that neither the Exchange, its Special Trust Fund, nor any director, officer, trustee nor employee of the Exchange or said Trust Fund shall be liable to the Lender with respect to this agreement or the repayment of the loan evidenced hereby or of any interest thereon.

14. STATUS OF PROCEEDS

The proceeds hereof shall be dealt with in all respects as capital of the Organization, shall be subject to the risks of its business, and may be deposited in an account or accounts in the Organization's name in any bank or trust company.

15. FUTURES COMMISSION MERCHANTS

If the Organization is a futures commission merchant, as that term is defined in the CEA, the Organization agrees, consistent with the requirements of Section 1.17(h) of the regulations of the CFTC (17 CFR 1.17(h)), that:

(a) whenever prior written notice by the Organization to the Exchange is required pursuant to the provisions of this agreement, the same prior written notice shall be given by the Organization to (i) the CFTC at its principal office in Washington, DC, Attention Chief Accountant of Division of Trading and Markets, and/or (ii) the commodity exchange of which the Organization is a member and which is then designated by the CFTC as the Organization's designated self-regulatory organization (the "DSRO"), and

(b) whenever prior written consent, permission or approval of the Exchange is required pursuant to the provisions of this agreement, the Organization shall also obtain the prior written consent, permission or approval of the CFTC and/or of the DSRO, and

(c) whenever the Organization receives written notice of acceleration of maturity pursuant to the provisions of this agreement, the Organization shall promptly give written notice thereof to the CFTC at the address stated and/or to the DSRO.

16. DEFINITION OF ORGANIZATION

The term "Organization" as used in this agreement shall include the Organization, its heirs, executors, administrators, successors and assigns.

17. EFFECT OF EXCHANGE MEMBERSHIP TERMINATION

Upon termination of the Organization as a member organization of the Exchange, the references herein to the Exchange shall be deemed to refer to the Examining

Authority. The term "Examining Authority" shall refer to the regulatory body having responsibility for inspecting or examining the Organization for compliance with financial responsibility requirements under Section 9(c) of SIPA and Section 17(d) of the Act.

18. UPON WHOM BINDING

The provision of this agreement shall be binding upon the Lender, his or its heirs, executors, administrators, successors and assigns and upon the Organization.

19. ARBITRATION

Any controversy arising out of or relating to this agreement shall be submitted to and settled by arbitration pursuant to the Constitution and Rules of the Exchange. The Organization and the Lender shall be conclusively bound by such arbitration.

20. EFFECTIVE DATE

This agreement shall be effective from the date on which it is approved by the Exchange and shall not be modified or amended without the prior written approval of the Exchange.

21. NOTICES

All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or
(c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number or person as a party may designate by notice to the other parties):

If to the Lender:

USB Holdings, Inc.
One U.S. Bank Plaza
St. Louis, MO 63101
Attention: Louis Dubuque
Facsimile: 314-418-3571
Telephone: 314-418-8371

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Benjamin Fackler, Esq.

Facsimile: (212) 403-2000

If to the Organization to:

U.S. Bancorp Piper Jaffray Inc.
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Sandra G. Sponem
Facsimile: 612-303-1321
Telephone: 612-303-6000

If to Lender or Organization with a copy (which shall
not constitute notice) to:

New York Stock Exchange Inc.
20 Broad Street
New York, New York 10005
Attention: Doreen Ford
Facsimile: 212-656-5307
Telephone: 212-656-7098

22. ENTIRE AGREEMENT

This instrument embodies the entire agreement between the Organization and the Lender and no other evidence of such agreement has been or will be executed without the prior written consent of the Exchange.

23. GOVERNING LAW

This agreement shall be deemed to have been made under, and shall be governed by, the laws of the State of New York in all respects.

24. CANCELLATION

This agreement shall not be subject to cancellation by either party, unless the New York Stock Exchange agrees in writing to such cancellation 30 days in advance.

25. NO RIGHT OF SET-OFF

The Lender agrees that it is not taking and will not take or assert as security for the payment of the loan any security interest in or lien upon, whether created by contract,

statute or otherwise, any property of the Organization or any property in which the Organization may have an interest, which is or at any time may be in the possession or subject to the control of the Lender. The Lender hereby waives, and further agrees that it will not seek to obtain payment of the note in whole or in any part by exercising any right of set-off it may assert or possess whether created by contract, statute or otherwise. Any agreement between the organization and the Lender (whether in the nature of a general loan and collateral agreement, a security or pledge agreement or otherwise) shall be deemed amended hereby to the extent necessary so as not to be inconsistent with the provision of this paragraph.

26. * [ ] Check this box if you wish to incorporate the following optional provision:

The Scheduled Maturity Date hereof in each year, without further action by either the lender or Organization shall be extended an additional year, unless on or before the day seven months preceding the Scheduled Maturity Date then in effect, the lender shall notify the Organization in writing, with a written copy to the New York Stock Exchange, Inc., that such Scheduled Maturity Date shall not be extended.

IN WITNESS HEREOF the parties hereto have set their hands and seals this 22nd day of December, 2003.

By: U.S. Bancorp Piper Jaffray Inc.          By: USB Holdings, Inc.
    ----------------------------------           -------------------------------

Name: /s/ Andrew S. Duff                     Name: /s/ [illegible]
      --------------------------------             -----------------------------

Title: President                             Title: EVP
       -------------------------------              ----------------------------
            (Organization)                                   (Lender)

EXHIBIT 10.9

January 27, 2004

Dear ________________:

As you know, human capital is critical to a financial services business, and the success of Piper Jaffray Companies (the "Company") is dependent upon our ability to retain highly skilled and motivated employees, like you, who embody our Guiding Principles. In order to better retain you, in connection with the Distribution (as defined in Exhibit A), we are providing you with this letter (the "Cash Award Letter"). The Cash Award Letter became effective on February 4, 2004, the date the Compensation Committee of the Board of Directors of the Company (the "Committee") approved the Cash Award Letter. Capitalized terms not otherwise defined in this Cash Award Letter are defined in Exhibit A to this Cash Award Letter.

This Cash Award Letter provides you with a financial incentive to remain working for the Company after the Distribution Date (as defined in Exhibit A) in the form of a cash bonus in the amount set forth on Schedule A (the "Cash Award"), a portion of which shall be payable to you on March 31, 2004 (the "Initial Payment Date"), and the remainder of which shall be paid in installments, in the amounts set forth on Schedule A, on each of the first four anniversaries of the Initial Payment Date (the Initial Payment Date and each such anniversary, a "Payment Date"), subject to your continued employment with the Company (or one of its subsidiaries) through each applicable Payment Date.

Notwithstanding the foregoing, in the event that your employment is terminated (1) by reason of your death or Disability or (2) by the Company without Cause during the 24-month period following a Change in Control, the Company will continue to pay to you (or your beneficiaries, as applicable) the Cash Award on each applicable Payment Date in accordance with the schedule set forth in the immediately preceding paragraph, notwithstanding the prior termination of your employment with the Company (or one of its subsidiaries). In addition, notwithstanding the foregoing, in the event that you are eligible for Retirement, the Company will pay to you the Cash Award on each applicable Payment Date in accordance with the schedule set forth in the immediately preceding paragraph, regardless of whether you remain employed with the Company (or one of its subsidiaries) on each applicable Payment Date. All payments of the Cash Award shall be made without interest or earnings credit thereon.

You hereby acknowledge that (i) for purposes of any stock option or other equity based compensation award of U.S. Bancorp or its subsidiaries held by you as of immediately prior to the Distribution, the Distribution shall constitute a termination of your employment with U.S. Bancorp and its subsidiaries and affiliates and, (ii) with respect to any such options and awards that, pursuant to their terms, terminate within 90 days of a termination of your employment, you

shall have no further rights whatsoever after the expiration of the 90 day period following the Distribution. In addition, you hereby waive any and all claims that you might have arising in connection with, resulting from or otherwise relating to any stock option or other equity based compensation award of U.S. Bancorp that is now held by you or that has been held by you at any time, including, without limitation, with respect to any expiration, forfeiture, exercise or failure to exercise such option or award, except that (A) with respect to outstanding options that would terminate within 90 days of a termination of your employment pursuant to their terms, this sentence shall not constitute a waiver of your right to exercise any such options within 90 days of the Distribution (subject to compliance with the other terms, and satisfaction of the other conditions, thereof) and (B) with respect to any options or other equity based compensation awards of U.S. Bancorp that continue to vest and remain exercisable beyond 90 days following a termination of your employment, this sentence shall not constitute a waiver of any right to continue to vest and exercise such options or other equity based compensation awards of U.S. Bancorp in accordance with their term (subject to compliance with the other terms, and satisfaction of the other conditions, thereof). U.S. Bancorp shall be an intended third party beneficiary to this Cash Award Letter.

This Cash Award Letter shall be binding upon any successor of the Company, or its businesses (whether direct or indirect, by purchase, merger, consolidation, sale of assets or otherwise), in the same manner and to the same extent that we would be obligated under this Cash Award Letter if no succession had taken place.

Nothing in this Cash Award Letter is intended to alter or in fact alters your status as an at will employee of the Company. Piper Jaffray reserves the right to terminate your employment without cause or notice. This Cash Award Letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to its conflict of law rules. All payments and benefits hereunder are subject to withholding for applicable income and payroll taxes or otherwise as required by law.

We look forward to a very promising future for Piper Jaffray as a stand-alone entity. In order to be eligible to receive the Cash Award, it is important that you sign this Cash Award Letter and return it to Pamela Clayton, Managing Director, Human Resources at 800 Nicollet Mall, J09S04, Minneapolis, Minnesota 55402-7020 no later than February 20, 2004.

Very truly yours,

/s/ Andrew S. Duff

Andrew S. Duff

Acknowledged and Agreed:

EXHIBIT A

"Cause" shall mean (i) your willful and continued failure to perform substantially your duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Company that specifically identifies the manner in which the Company believes that you have not substantially performed your duties, (ii) the willful engaging by you in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or (iii) your conviction of, or plea of nolo contendere to, a felony.

"Change in Control" shall mean a Change in Control within the meaning of Section 7(b) of the Company's 2003 Long-Term Incentive Plan that occurs after the Distribution Date.

"Disability" shall have the meaning set forth in an Individual Agreement. If you are not party to an Individual Agreement, "Disability" shall have the meaning set forth in the Company's long-term disability plan as in effect after the Distribution Date.

"Distribution" shall have the meaning set forth in the Separation and Distribution Agreement.

"Distribution Date" shall have the meaning set forth in the Separation and Distribution Agreement.

"Individual Agreement" means any individual employment agreement between the Company or any of its subsidiaries and you as in effect after the Distribution Date.

"Retirement" means the date that you attain age 50 and have accrued 10 years of service with the Company (including, for this purpose, any service with U.S. Bancorp).

"Separation and Distribution Agreement" means the Separation and Distribution Agreement by and between U.S. Bancorp and the Company dated as of December 23, 2003, included as Exhibit 2.1 to Amendment 5 of the Company's Registration Statement on Form 10 filed with the SEC.

EXHIBIT 10.10

U.S. BANCORP PIPER JAFFRAY INC.

SECOND CENTURY 2000

DEFERRED COMPENSATION PLAN

.

.
.

U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY 2000
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

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

   1.1.  ESTABLISHMENT..........................................................    1
   1.2.  PURPOSE................................................................    1
   1.3.  DEFINITIONS............................................................    1
      1.3.1.  Account...........................................................    1
      1.3.2.  Affiliate.........................................................    1
      1.3.3.  Beneficiary.......................................................    1
      1.3.4.  Chief Executive Officer...........................................    1
      1.3.5.  Company...........................................................    1
      1.3.6.  Director of Equity Capital Markets................................    1
      1.3.7.  ECM Investment Committee..........................................    1
      1.3.8.  ECM Operating Committee...........................................    1
      1.3.9.  Effective Date....................................................    1
      1.3.10. Liquidity Event...................................................    2
      1.3.11. Measuring Investment..............................................    2
      1.3.12. Participant.......................................................    2
      1.3.13. Plan..............................................................    2
      1.3.14. Plan Statement....................................................    2
      1.3.15. Plan Year.........................................................    2
   1.4.  RULES OF INTERPRETATION................................................    2

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

   2.1.  ELIGIBILITY AND SELECTION..............................................    2
   2.2.  NOTIFICATION...........................................................    3

SECTION 3  ACCOUNTS.............................................................    3

   3.1.  ACCOUNTS...............................................................    3
   3.2.  CREDITS TO ACCOUNTS....................................................    3
      3.2.1.  Bonus Credit......................................................    3
      3.2.2.  Interest Credit...................................................    3
      3.2.3.  Investment Credit.................................................    3
   3.3.  MEASURING INVESTMENTS..................................................    3
   3.4.  CHARGES TO ACCOUNTS....................................................    4
      3.4.1.  Investment Charge.................................................    4
      3.4.2.  Benefit Payment Charge............................................    4
      3.4.3.  Debt Set-Off Charge...............................................    4

SECTION 4  BENEFITS.............................................................    4

   4.1.  BENEFITS PAYABLE TO A PARTICIPANT......................................    4
   4.2.  ONE-YEAR WAITING PERIOD................................................    4
   4.3.  FORFEITURE OF INVESTMENT GAINS UPON COMPETITION........................    4
      4.3.1.  Exception for Certain Terminations................................    5
      4.3.2.  Exception for Change of Control...................................    5
   4.4.  FORFEITURE OF INVESTMENT GAINS UPON TERMINATION FOR CAUSE..............    7
   4.5.  NO REALLOCATION OF FORFEITED AMOUNTS...................................    8
   4.6.  BENEFITS PAYABLE TO A BENEFICIARY......................................    8
      4.6.1.  Death Before Full Payment.........................................    8

      4.6.2.  Beneficiary Designation...........................................    8
      4.6.3.  Failure of Designation............................................    8
      4.6.4.  Definitions.......................................................    8
      4.6.5.  Special Rules.....................................................    9

SECTION 5  ADMINISTRATION.......................................................    9

   5.1.  ADMINISTRATION.........................................................    9
   5.2.  ECM INVESTMENT COMMITTEE...............................................    9
      5.2.1.  Appointment.......................................................    9
      5.2.2.  Organization......................................................   10
      5.2.3.  Authority.........................................................   10
      5.2.4.  Exercise of Authority.............................................   10
      5.2.5.  Limitation on Individual's Authority..............................   10
   5.3.  ECM OPERATING COMMITTEE................................................   10
      5.3.1.  Appointment.......................................................   10
      5.3.2.  Organization......................................................   10
      5.3.3.  Authority.........................................................   10
      5.3.4.  Exercise of Authority.............................................   10
      5.3.5.  Limitation on Individual's Authority..............................   11
   5.4.  BINDING EFFECT.........................................................   11

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

   6.1.  AMENDMENT..............................................................   11
   6.2.  TERMINATION............................................................   11

SECTION 7  GENERAL PROVISIONS...................................................   11

   7.1.  CONTRACTUAL RIGHT TO BENEFITS..........................................   11
   7.2.  BENEFITS NOT TRANSFERABLE..............................................   11
   7.3.  WITHHOLDING TAXES......................................................   11
   7.4.  EFFECT ON EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS.................   12
   7.5.  BINDING EFFECT OF AGREEMENT............................................   12

U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY 2000
DEFERRED COMPENSATION PLAN

SECTION 1

INTRODUCTION

1.1. ESTABLISHMENT. The Company hereby establishes this Plan effective February 28, 2000.

1.2. PURPOSE. The purpose of the Plan is to help motivate and retain the employees who are key contributors to the success of the Equity Capital Markets business of the Company by providing such employees with deferred bonus payments measured by the performance of certain investments related to the focus of that business.

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

1.3.1. ACCOUNT -- the separate recordkeeping account (unfunded and unsecured) maintained for each Participant in connection with his/her participation in the Plan.

1.3.2. AFFILIATE -- an affiliate of the Company within the meaning set forth in Rule 405, promulgated pursuant to the Securities Act of 1933, as amended.

1.3.3. BENEFICIARY -- a person designated by a Participant (or automatically by operation of this Plan Statement) to receive a benefit equal to part or all of the balance of the Participant's Account in the event of the Participant's death prior to full payment thereof.

1.3.4. CHIEF EXECUTIVE OFFICER - the Chief Executive Officer of the Company, as such officer may be designated from time to time.

1.3.5. COMPANY -- U.S. Bancorp Piper Jaffray Inc., a Delaware corporation.

1.3.6. DIRECTOR OF EQUITY CAPITAL MARKETS -- the director of the Equity Capital Markets business of the Company, as such director may be designated from time to time.

1.3.7. ECM INVESTMENT COMMITTEE -- the committee established under
Section 5.2 of the Plan Statement to make various investment decisions under the Plan, as such committee may be constituted from time to time.

1.3.8. ECM OPERATING COMMITTEE -- the committee established under
Section 5.3 of the Plan Statement to make various administrative decisions under the Plan, as such committee may be constituted from time to time.

1.3.9. EFFECTIVE DATE -- the Plan and this Plan Statement are effective February 28, 2000.

1.3.10. LIQUIDITY EVENT -- any occurrence with respect to a Measuring Investment that would provide its investors with liquidity, such as a cash distribution, an initial public offering, a merger or other transaction in which investors receive cash or securities.

1.3.11. MEASURING INVESTMENT -- an investment related to the focus of the Equity Capital Markets business of the Company that is designated by the ECM Investment Committee as a device for measuring the value of all Participants' Accounts.

1.3.12. PARTICIPANT -- an employee of the Company who becomes a Participant in the Plan under the rules of Section 2 of the Plan Statement.

1.3.13. PLAN -- this unfunded deferred compensation plan established and maintained by the Company for the benefit of the employees who are key contributors to the success of the Equity Capital Markets business of the Company. (As used herein, "Plan" refers to the deferred compensation plan maintained by the Company and not to the document pursuant to which the Plan is maintained. That document is referred to herein as the "Plan Statement.") The name of the Plan is "U.S. Bancorp Piper Jaffray Inc. Second Century 2000 Deferred Compensation Plan."

1.3.14. PLAN STATEMENT -- this document entitled "U.S. Bancorp Piper Jaffray Inc. Second Century 2000 Deferred Compensation Plan, as the same may be amended from time to time.

1.3.15. PLAN YEAR - The twelve consecutive month period that begins each February 28 and ends the following February 27. The first Plan Year begins on the Effective Date.

1.4. RULES OF INTERPRETATION. The Plan is not subject to the Employee Retirement Income Security Act of 1974 because it does not provide welfare benefits or retirement income to employees and does not systematically defer bonus payments to the termination of covered employment or beyond. 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; 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 shall be considered also to mean and refer to the applicable regulations for that statute; and 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 Plan Statement 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 (without regard to its conflict of law principles).

SECTION 2

PARTICIPATION

2.1. ELIGIBILITY AND SELECTION. On or before the Effective Date, the Participants shall be selected and their deferred bonus awards shall be determined as follows:

(a) The Chief Executive Officer, in his/her sole discretion, shall determine whether the Director of Equity Capital Markets will participate in the Plan and, if so, the amount of his/her deferred bonus award.

(b) The ECM Operating Committee, in its sole discretion, shall select the Equity Capital Markets employees who will participate in the Plan and shall determine the amount of the deferred bonus award for each such employee. To be eligible for selection, an employee must be a key contributor to the success of the Equity Capital Markets business of the Company.

2.2. NOTIFICATION. The Company shall provide each employee so selected with (i) written notification of his/her selection as a Participant and the amount of his/her deferred bonus award under the Plan, and (ii) a copy of the Plan Statement.

SECTION 3

ACCOUNTS

3.1. ACCOUNTS. The Company shall establish and maintain a separate Account for each Participant. The Account shall be for recordkeeping purposes only and shall not represent a trust fund or other segregation of assets for the benefit of the Participant.

3.2. CREDITS TO ACCOUNTS. The Account so established and maintained for each Participant shall be credited from time to time as provided in this Section 3.2.

3.2.1. BONUS CREDIT. As of the Effective Date, the Account shall be credited with the amount of the Participant's deferred bonus award, as determined under Section 2.1 of the Plan Statement.

3.2.2. INTEREST CREDIT. Commencing as of the Effective Date, any portion of the Account balance that is not allocated to Measuring Investments under Section 3.3 below shall be credited with interest at the rate applicable from time to time to investors in the First American Prime Obligations Fund.

3.2.3. INVESTMENT CREDIT. Commencing as of the Effective Date, any portion of the Account balance that is allocated to Measuring Investments under
Section 3.3 below shall be credited with its share of the income and gains of such Measuring Investments under such procedures as the ECM Investment Committee, in its sole discretion, shall determine from time to time.

3.3. MEASURING INVESTMENTS. The ECM Investment Committee, in its sole discretion, shall designate certain investments related to the focus of the Equity Capital Markets business of the Company to be the Measuring Investments for determining the value of all Participants' Accounts. For this purpose, it shall be deemed that the Account balances of all the Participants are combined and that such portion of the combined amount as the ECM Investment Committee, in its sole discretion, shall determine is placed in each such designated investment on the same terms and conditions as would be available to the Company as an investor. Each Participant shall be deemed to have a pro rata share (based on the ratio of his/her Account balance to the Account balances of all Participants) in each such designated investment. The Measuring Investments are solely a device for computing the amount of benefits to be paid to Participants under the Plan, and Participants have no claim or right to any actual investments.

3.4. CHARGES TO ACCOUNTS. The Account so established and maintained for each Participant shall be charged from time to time as provided in this Section 3.4.

3.4.1. INVESTMENT CHARGE. Commencing as of the Effective Date, any portion of the Account balance that is allocated to Measuring Investments under
Section 3.3 above shall be charged with its share of the losses and expenses of such Measuring Investments under such procedures as the ECM Investment Committee, in its sole discretion, shall determine from time to time.

3.4.2. BENEFIT PAYMENT CHARGE. As of the date any benefit payment is made to the Participant or to his/her Beneficiary under the Plan, the Account shall be charged with the amount of such benefit payment.

3.4.3. DEBT SET-OFF CHARGE. As of the date any debt is set-off against the Account under Section 7.2 of the Plan Statement, the Account shall be charged with the amount of such debt.

SECTION 4

BENEFITS

4.1. BENEFITS PAYABLE TO A PARTICIPANT. As soon as administratively feasible after a Liquidity Event for a particular Measuring Investment, the Company shall pay each Participant a benefit equal to the portion of his/her Account that is deemed liquid as a result of such Liquidity Event, as the ECM Operating Committee, in its sole discretion, shall determine. The benefit payment shall be made in the form of cash or securities of the type received by investors in the Measuring Investment or in a combination of cash and such securities, as the ECM Operating Committee, in its sole discretion, shall determine.

4.2. ONE-YEAR WAITING PERIOD. Notwithstanding any other provision of this Plan Statement, no benefit payment shall be made to any Participant during the first Plan Year. If a Liquidity Event occurs during the Plan Year, the ECM Investment Committee, in its sole discretion, shall direct that the liquid proceeds from such Measuring Investment be treated in any one or a combination of the following ways for purposes of Section 3 of the Plan Statement:

(a) Credited with interest pursuant to Section 3.2.2 for payment at the end of the first Plan Year;

(b) Reinvested in another Measuring Investment pursuant to Section 3.3 for payment upon a subsequent Liquidity Event for that other investment; or

(c) Held in the form of securities of the type received by investors in the Measuring Investment for payment at the end of the first Plan Year, with any cash dividend or other cash distributions with respect to such securities being credited with interest pursuant to Section 3.2.2 for payment at the end of the first Plan Year.

4.3. FORFEITURE OF INVESTMENT GAINS UPON COMPETITION. If a Participant's employment with the Company shall be terminated (whether voluntarily or involuntarily) during the first three Plan Years, and at any time after such termination the Participant shall become Involved (as defined below) with a Competitor (as defined below), then the Participant's total benefit payments under the Plan shall not exceed the lesser of (i) the amount of his/her deferred bonus award under Section 3.2.1 of the Plan

Statement plus simple interest at six and one-half percent (6-1/2%) per annum from the Effective Date to the date his/her employment terminates, or (ii) the value of his/her Account, and the Participant shall immediately forfeit forever any right to any other benefits under the Plan. However, if the Participant already had received benefit payments in excess of that limit, he/she shall not be required to repay the excess amount to the Company.

For purposes of this Section 4.3:

(a) The term "Involved" shall mean any participation with or involvement in as an employee, partner, member, shareholder (except as a five percent (5%) or less shareholder of a public corporation), creditor, director, officer, principal, agent, consultant, or in any other relationship or capacity, as determined in the sole discretion of the ECM Operating Committee.

(b) The term "Competitor" shall mean any registered broker-dealer engaged in an equity capital markets business and/or any of such broker-dealer's financial service affiliates, as determined in the sole discretion of the ECM Operating Committee.

4.3.1. EXCEPTION FOR CERTAIN TERMINATIONS. Notwithstanding the foregoing, however, the Participant shall not forfeit any benefits if the ECM Operating Committee, in its sole discretion, determines that his/her employment was terminated by the Company due to a business decision to discontinue operations in a particular geographic location or in a particular market niche.

4.3.2. EXCEPTION FOR CHANGE OF CONTROL. Notwithstanding the foregoing, however, the Participant shall not forfeit any benefits if his/her employment terminates (whether voluntarily or involuntarily) at any time after an Employer Change of Control Event (as defined below) or a Parent Change of Control Event (as defined below).

For purposes of this Section 4.3.2:

(a) The term "Employer Change of Control Event" shall mean any of the following events:

(i) U.S. Bancorp or one or more of its subsidiaries shall, at any time, beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) less than fifty-one percent (51%) of the outstanding voting stock of the Company;

(ii) The shareholders of the Company approve a definitive agreement or plan to sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions) (other than a sale or other disposition to U.S. Bancorp or one or more of its subsidiaries); or

(iii) U.S. Bancorp or one or more of its subsidiaries or the Company enters into an agreement in principle or a definitive agreement relating to an Employer Change of Control Event described in (a)(i) or (a)(ii) above, which ultimately results in such an Employer Change of Control Event.

(b) The term "Parent Change of Control Event" shall mean any of the following events:

(i) Twenty percent (20%) or more of either (x) the then outstanding shares of common stock of U.S. Bancorp (the "Outstanding USB Common Stock") or (y) the combined voting power of the then outstanding voting securities of U.S. Bancorp entitled to vote generally in the election of its board of directors (the "Outstanding USB Voting Securities"), is acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by any individual, entity or group
(within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act); provided, however, that the following acquisitions shall not constitute Parent Change of Control Events:

(A) Any acquisition directly from U.S. Bancorp,

(B) Any acquisition by U.S. Bancorp or any one or more of its subsidiaries,

(C) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by U.S. Bancorp or one or more of its subsidiaries, or

(D) Any acquisition by any corporation with respect to which, immediately following such acquisition, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding USB Common Stock and Outstanding USB Voting Securities immediately prior to such acquisition in substantially the same proportions as was their ownership, immediately prior to such acquisition, of the Outstanding USB Common Stock and Outstanding USB Voting Securities, as the case may be;

(ii) Individuals who, on the Effective Date, constitute the board of directors of U.S. Bancorp (the "Incumbent USB Board") cease for any reason to constitute at least a majority of the board of directors of U.S. Bancorp (the "USB Board"); provided, however, that any individual becoming a member of the USB Board subsequent to that date whose election, or nomination for election by the stockholders of U.S. Bancorp, was approved by a vote of at least a majority of the directors then comprising the Incumbent USB Board shall be considered a member of the Incumbent USB Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest which was (or, if threatened, would have been) subject to Exchange Act Rule 14a-11;

(iii) Approval by the stockholders of U.S. Bancorp of a reorganization, merger, consolidation or statutory exchange of Outstanding USB Voting Securities, unless immediately following such reorganization, merger, consolidation or exchange, all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding USB Common Stock and Outstanding USB Voting Securities immediately prior to such reorganization,

merger, consolidation or exchange beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger, consolidation or exchange in substantially the same proportions as was their ownership, immediately prior to such reorganization, merger, consolidation or exchange, of the Outstanding USB Common Stock and Outstanding USB Voting Securities, as the case may be;

(iv) Approval by the stockholders of U.S. Bancorp of (x) a complete liquidation or dissolution of U.S. Bancorp or (y) the sale or other disposition of all or substantially all of the assets of U.S. Bancorp, other than to a corporation with respect to which, immediately following such sale or other disposition, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding USB Common Stock and Outstanding USB Voting Securities immediately prior to such sale or other disposition in substantially the same proportions as was their ownership, immediately prior to such sale or other disposition, of the Outstanding USB Common Stock and Outstanding USB Voting Securities, as the case may be; or

(v) U.S. Bancorp enters into an agreement in principle or a definitive agreement relating to a Parent Change of Control Event described in (b)(i), (b)(ii), (b)(iii) or (b)(iv) above that ultimately results in such a Parent Change of Control Event or a tender or exchange offer or proxy contest is commenced which ultimately results in a Parent Change of Control Event described in (b)(i) or (b)(ii) above.

Notwithstanding the above, a Parent Change of Control Event shall not be deemed to occur with respect to a Participant if (x) the acquisition of the twenty percent (20%) or greater interest referred to in (b)(i) above is by that Participant or by a group, acting in concert, that includes that Participant or
(y) if at least forty percent (40%) of the then outstanding common stock or combined voting power of the then outstanding voting securities (or voting equity interests) of the surviving corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of U.S. Bancorp shall, immediately after a reorganization, merger, consolidation, statutory share exchange or disposition of assets referred to in (b)(iii) or (b)(iv) above, be beneficially owned, directly or indirectly, by that Participant or by a group, acting in concert, that includes that Participant.

4.4. FORFEITURE OF INVESTMENT GAINS UPON TERMINATION FOR CAUSE. If a Participant's employment by the Company (or any of its Affiliates) shall be terminated for Cause (as defined below), then the Participant's total benefit payments under the Plan shall not exceed the lesser of (i) the amount of his/her deferred bonus award under Section 3.2.1 of the Plan Statement plus simple interest at six and one-half percent (6-1/2%) per annum from the Effective Date to the date his/her employment terminates, or (ii) the value of his/her Account, and the Participant shall immediately forfeit forever any right to any other benefits under the Plan. However, if the Participant already had received benefit payments in excess of that limit, he/she shall not be required to repay the excess amount to the Company.

For purposes of this Section 4.4, the term "Cause" shall mean any one or more of the following (unless the ECM Operating Committee, acting in its sole discretion, determines otherwise):

(a) Impropriety or misbehavior of a type resulting in termination of employment under the policies and practices of the Company or its Affiliates; or

(b) Conviction of or pleading guilty or nolo contendere to any felony.

4.5. NO REALLOCATION OF FORFEITED AMOUNTS. Any Account balance forfeited under Sections 4.3 and 4.4 above shall revert to the Company and shall not be reallocated among the remaining Participants.

4.6. BENEFITS PAYABLE TO A BENEFICIARY.

4.6.1. DEATH BEFORE FULL PAYMENT. If the Participant has an unpaid balance in the Account at his/her death, the Company shall pay the Beneficiary of the deceased Participant a benefit equal to the remaining value of the Account at the same time and in the same amount and form as payment would otherwise have been made to the Participant if he/she were living.

4.6.2. BENEFICIARY DESIGNATION. Each Participant may designate, upon forms to be furnished by and filed with the Company, one or more primary Beneficiaries or contingent Beneficiaries to receive all or a specified part of his/her unpaid Account balance in the event of his/her death. The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary or spouse. No such designation, change or revocation shall be effective unless executed by the Participant and received by the Company during the Participant's lifetime.

4.6.3. FAILURE OF DESIGNATION. If a Participant:

(a) Fails to designate a Beneficiary,

(b) Designates a Beneficiary and thereafter such designation is revoked without another Beneficiary being named, or

(c) Designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant's unpaid Account balance, or the part thereof as to which such Participant's designation fails, as the case may be, shall be payable to the representative of the Participant's estate.

4.6.4. DEFINITIONS. When used herein and, unless the Participant has otherwise specified in his/her 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 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.

4.6.5. SPECIAL RULES. Unless the Participant has otherwise specified in his/her 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 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 Company 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 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.

The ECM Operating Committee shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

SECTION 5

ADMINISTRATION

5.1. ADMINISTRATION. Except for the matters specifically assigned to the Chief Executive Officer or the Director of Equity Capital Markets by this Plan Statement, the Plan shall be administered by the Company in accordance with the determinations of the ECM Investment Committee and the ECM Operating Committee.

5.2. ECM INVESTMENT COMMITTEE.

5.2.1. APPOINTMENT. The Director of Equity Capital Markets shall determine the size of the ECM Investment Committee from time to time and shall appoint the members. Each member of the ECM Investment Committee shall hold office at the pleasure of the Director of Equity Capital Markets and any vacancies in its membership shall be filled from time to time, as they occur, by appointment by the Director of Equity Capital Markets.

5.2.2. ORGANIZATION. The ECM Investment Committee shall hold meetings upon such notice, at such times and at such places as it may determine, and may consult and transact business by telephone or by written action in lieu of a formal meeting. Any action taken or approval given by a majority of the members of the ECM Investment Committee shall be considered the action or approval of the ECM Investment Committee.

5.2.3. AUTHORITY. The ECM Investment Committee shall have the authority to make such uniform rules as may be necessary to carry out the investment responsibilities assigned to it under the Plan Statement. The ECM Investment Committee shall determine any questions arising in the interpretation and application of the Plan Statement that are related to its investment responsibilities.

5.2.4. EXERCISE OF AUTHORITY. The ECM Investment Committee may exercise its authority in its full discretion, subject only to the limits expressly imposed on it under the Plan Statement.

5.2.5. LIMITATION ON INDIVIDUAL'S AUTHORITY. If any member of the ECM Investment Committee is also an employee of the Company or a Participant, he/she shall have no authority as such member with respect to any matter specially affecting his/her individual interest hereunder (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 members of the ECM Investment Committee to the exclusion of such Participant or Beneficiary, and such Participant or Beneficiary shall act only in his/her individual capacity in connection with any such matter.

5.3. ECM OPERATING COMMITTEE.

5.3.1. APPOINTMENT. The Director of Equity Capital Markets shall determine the size of the ECM Operating Committee from time to time and shall appoint the members. Each member of the ECM Operating Committee shall hold office at the pleasure of the Director of Equity Capital Markets and any vacancies in its membership shall be filled from time to time, as they occur, by appointment by the Director of Equity Capital Markets.

5.3.2. ORGANIZATION. The ECM Operating Committee shall hold meetings upon such notice, at such times and at such places as it may determine, and may consult and transact business by telephone or by written action in lieu of a formal meeting. Any action taken or approval given by a majority of the members of the ECM Operating Committee shall be considered the action or approval of the ECM Operating Committee.

5.3.3. AUTHORITY. The ECM Operating Committee shall have the authority to make such uniform rules as may be necessary to carry out its administrative responsibilities under the Plan Statement. The ECM Operating Committee shall determine any questions arising in the administration, interpretation, and application of the Plan Statement, subject to the investment authority of the ECM Investment Committee.

5.3.4. EXERCISE OF AUTHORITY. The ECM Operating Committee may exercise its authority in its full discretion, subject only to the limits expressly imposed on it under the Plan Statement.

5.3.5. LIMITATION ON INDIVIDUAL'S AUTHORITY. If any member of the ECM Operating Committee is also an employee of the Company or a Participant, he/she shall have no authority as such member with respect to any matter specially affecting his/her individual interest hereunder (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 members of the ECM Operating Committee to the exclusion of such Participant or Beneficiary, and such Participant or Beneficiary shall act only in his/her individual capacity in connection with any such matter.

5.4. BINDING EFFECT. The determinations of the ECM Operating Committee and the ECM Investment Committee in any matter within their authority shall be binding and conclusive upon the Company and all persons having any right or benefit under the Plan.

SECTION 6

AMENDMENT AND TERMINATION

6.1. AMENDMENT. The Company reserves the power to amend this Plan Statement either prospectively or retroactively or both in any respect, by action of its Chief Executive Officer; provided that, no amendment shall be effective to reduce or divest benefits payable with respect to the Account of any Participant without his/her consent.

6.2. TERMINATION. The Company reserves the right to terminate the Plan at any time by action of its Chief Executive Officer; provided that, the termination of the Plan shall not reduce or divest benefits payable with respect to the Account of any Participant or negate the Participant's or Beneficiary's rights with respect to such benefits.

SECTION 7

GENERAL PROVISIONS

7.1. CONTRACTUAL RIGHT TO BENEFITS. The Plan creates in each Participant a contractual right to the benefits to which he/she becomes entitled. This contractual right is unsecured, and the Participant and his/her Beneficiaries are general, unsecured creditors and may look only to the general assets of the Company to satisfy this contractual right.

7.2. BENEFITS NOT TRANSFERABLE. Neither a Participant nor any Beneficiary shall have any transmissible interest in the payments due hereunder or any right to anticipate, alienate, dispose of, pledge or encumber the same prior to their actual receipt, nor shall the Account or any benefit payment be subject to attachment, garnishment, execution following judgment or other legal process instituted by creditors of the Participant or Beneficiary; provided that, the balance of the Account and all benefit payments hereunder shall at all times be subject to set-off, as directed by the ECM Operating Committee, for debts owed by the Participant or Beneficiary to the Company or its Affiliates.

7.3. WITHHOLDING TAXES. The Company may withhold from any benefit payment made under the Plan (and transmit to the proper taxing authority) such amount as it may be required to withhold under any federal, state or other law.

7.4. EFFECT ON EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The Plan shall not give any Participant any right to be retained in the employment of the Company. The Plan shall not replace any contract of employment, whether oral or written, between the Company and the Participant. The Plan is in addition to, and not in lieu of, any other employee benefit plan or program in which the Participant may be or become eligible to participate by reason of employment with the Company.

No payments made under this Plan shall have any effect on payments to be made under any other employee benefit plan or program maintained by the Company, except as provided in the provisions of such plan or program.

7.5. BINDING EFFECT OF AGREEMENT. The Plan shall be binding upon and inure to the benefit of the successors and assigns of the Company, and the Beneficiaries, personal representatives and heirs of the Participant.

IN WITNESS WHEREOF, the Company has caused this Plan Statement to be executed by its Chief Executive Officer as of the 28th day of February, 2000.

U.S. BANCORP PIPER JAFFRAY INC.

By /s/ Andrew S. Duff
   ---------------------------------------
   Andrew S. Duff
   Chief Executive Officer

EXHIBIT 10.11

U.S. BANCORP PIPER JAFFRAY INC.

SECOND CENTURY GROWTH

DEFERRED COMPENSATION PLAN

(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)

U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY GROWTH
DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)

TABLE OF CONTENTS

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

   1.1.  ESTABLISHMENT..........................................................      1
   1.2.  PURPOSE................................................................      1
   1.3.  DEFINITIONS............................................................      1
      1.3.1.   Account..........................................................      1
      1.3.2.   Beneficiary......................................................      1
      1.3.3.   Code.............................................................      1
      1.3.4.   Company..........................................................      1
      1.3.5.   Director of Equity Capital Markets...............................      1
      1.3.6.   ECM Investment Committee.........................................      1
      1.3.7.   ECM Operating Committee..........................................      1
      1.3.8.   Employer.........................................................      1
      1.3.9.   ERISA............................................................      2
      1.3.10.  Liquidity Event..................................................      2
      1.3.11.  Management Committee.............................................      2
      1.3.12.  Measuring Investment.............................................      2
      1.3.13.  Old Account......................................................      2
      1.3.14.  Participant......................................................      2
      1.3.15   Plan.............................................................      2
      1.3.16.  Plan Statement...................................................      2
      1.3.17.  Plan Year........................................................      2
   1.4.  RULES OF INTERPRETATION................................................      2

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

   2.1.  ELIGIBILITY AND SELECTION..............................................      3
   2.2.  NOTIFICATION...........................................................      3
   2.3.  ENROLLMENT.............................................................      3

SECTION 3  ACCOUNTS.............................................................      3

   3.1.  ACCOUNTS...............................................................      3
   3.2.  CREDITS TO ACCOUNTS....................................................      3
      3.2.1.   Bonus Credit.....................................................      4
      3.2.2.   Interest Credit..................................................      4
      3.2.3.   Investment Credit................................................      4
   3.3.  MEASURING INVESTMENTS..................................................      4
   3.4.  CHARGES TO ACCOUNTS....................................................      4
      3.4.1.   Investment Charge................................................      4
      3.4.2.   Benefit Payment Charge...........................................      4
      3.4.3.   Debt Set-Off Charge..............................................      4

SECTION 4  BENEFITS.............................................................      5

   4.1.  BENEFITS PAYABLE TO A PARTICIPANT......................................      5
   4.2.  THREE-YEAR WAITING PERIOD..............................................      5
   4.3.  FORFEITURE OF BENEFITS UPON COMPETITION................................      5
      4.3.1.  Exception for Old Accounts........................................      6
      4.3.2.  Exception for Certain Terminations................................      6

      4.3.3.  Exception for Change of Control...................................      6
   4.4.  FORFEITURE OF BENEFITS UPON GROSS MISCONDUCT...........................      8
   4.5.  NO REALLOCATION OF FORFEITED AMOUNTS...................................      8
   4.6.  BENEFITS PAYABLE TO A BENEFICIARY......................................      8
      4.6.1.  Death Before Full Payment.........................................      8
      4.6.2.  Beneficiary Designation...........................................      9
      4.6.3.  Failure of Designation............................................      9
      4.6.4.  Definitions.......................................................      9
      4.6.5.  Special Rules.....................................................      9

SECTION 5  ADMINISTRATION.......................................................     10

   5.1.  ADMINISTRATION.........................................................     10
   5.2.  ECM INVESTMENT COMMITTEE...............................................     10
      5.2.1.  Appointment.......................................................     10
      5.2.2.  Organization......................................................     10
      5.2.3.  Authority.........................................................     10
      5.2.4.  Exercise of Authority.............................................     10
      5.2.5.  Limitation on Individual's Authority..............................     10
   5.3.  ECM OPERATING COMMITTEE................................................     11
      5.3.1.  Appointment.......................................................     11
      5.3.2.  Organization......................................................     11
      5.3.3.  Authority.........................................................     11
      5.3.4.  Exercise of Authority.............................................     11
      5.3.5.  Limitation on Individual's Authority..............................     11
   5.4.  BINDING EFFECT.........................................................     11

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

   6.1.  AMENDMENT..............................................................     11
   6.2.  TERMINATION............................................................     11
   6.3.  DELEGATION BY AFFILIATED EMPLOYERS.....................................     12

SECTION 7  GENERAL PROVISIONS...................................................     12

   7.1.  CONTRACTUAL RIGHT TO BENEFITS..........................................     12
   7.2.  BENEFITS NOT TRANSFERABLE..............................................     12
   7.3.  WITHHOLDING TAXES......................................................     12
   7.4.  EFFECT ON EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS.................     12
   7.5.  BINDING EFFECT OF AGREEMENT............................................     12

U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY GROWTH
DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)

SECTION 1

INTRODUCTION

1.1. ESTABLISHMENT. The Company originally adopted this Plan on September 26, 1996, and the Employers hereby amend and restate the Plan in this document effective September 30, 1998.

1.2. PURPOSE. The purpose of the Plan is to help motivate and retain the employees who are key contributors to the success of the Equity Capital Markets business of the Employers by providing such employees with deferred bonus payments measured by the performance of certain investments related to the focus of that business.

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

1.3.1. ACCOUNT -- the separate recordkeeping account (unfunded and unsecured) maintained for each Participant in connection with his/her participation in the Plan for a specific Plan Year.

1.3.2. BENEFICIARY -- a person designated by a Participant (or automatically by operation of this Plan Statement) to receive a benefit equal to part or all of the balance of the Participant's Accounts in the event of the Participant's death prior to full payment thereof.

1.3.3. CODE -- the Internal Revenue Code of 1986, as the same may be amended from time to time.

1.3.4. COMPANY -- U.S. Bancorp Piper Jaffray Inc. (formerly known as Piper Jaffray Inc.), a Delaware corporation.

1.3.5. DIRECTOR OF EQUITY CAPITAL MARKETS -- the director of the Equity Capital Markets business of the Company, as such director may be designated from time to time.

1.3.6. ECM INVESTMENT COMMITTEE -- the committee established under
Section 5.2 of the Plan Statement to make various investment decisions under the Plan, as such committee may be constituted from time to time.

1.3.7. ECM OPERATING COMMITTEE -- the committee established under
Section 5.3 of the Plan Statement to make various administrative decisions under the Plan, as such committee may be constituted from time to time.

1.3.8. EMPLOYER -- the Company or Piper Jaffray Ventures Inc., whichever employs the Participant at the end of the Plan Year for which he/she is granted a deferred bonus award under the rules of Section 2 of the Plan Statement.

1.3.9. ERISA -- the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

1.3.10. LIQUIDITY EVENT -- any occurrence with respect to a Measuring Investment that would provide its investors with liquidity, such as a cash distribution, an initial public offering, a merger or other transaction in which investors receive cash or securities.

1.3.11. MANAGEMENT COMMITTEE -- the "Management Committee" of the Company, as such committee may be constituted from time to time.

1.3.12. MEASURING INVESTMENT -- an investment related to the focus of the Equity Capital Markets business of the Employers that is designated by the ECM Investment Committee as a device for measuring the value of all Participants' Accounts maintained for a specific Plan Year.

1.3.13. OLD ACCOUNT -- an Account established under the Plan with respect to a fiscal year of the Company ending before October 1, 1997.

1.3.14. PARTICIPANT -- an employee of an Employer who becomes a Participant in the Plan for a specific Plan Year under the rules of Section 2 of the Plan Statement.

1.3.15 PLAN -- the unfunded deferred compensation plan established and maintained by the Employers for the benefit of the employees who are key contributors to the success of their Equity Capital Markets business. (As used herein, "Plan" refers to the legal entity maintained by the Employers and not to the document pursuant to which the Plan is maintained. That document is referred to herein as the "Plan Statement.") The name of the Plan is "U.S. Bancorp Piper Jaffray Inc. Second Century Growth Deferred Compensation Plan."

1.3.16. PLAN STATEMENT -- this amended and restated document entitled "U.S. Bancorp Piper Jaffray Inc. Second Century Growth Deferred Compensation Plan (As Amended and Restated Effective September 30, 1998)," as the same may be amended from time to time. This Plan Statement is effective September 30, 1998, for all Accounts maintained under the Plan, including Accounts established before that date.

1.3.17. PLAN YEAR -- the calendar year. However, the following special rules apply:

(a) The period that begins October 1, 1997, and ends December 31, 1998, shall be a single Plan Year.

(b) For all Old Accounts the Plan Year shall be the twelve consecutive month period that begins each October 1 and ends the following September 30.

1.4. RULES OF INTERPRETATION. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of ERISA section 301(a)(3). The administration of the Plan and the interpretation of the Plan Statement shall be consistent with that intent. 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 shall be considered also to mean and refer to the applicable regulations for that statute; and 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 Plan Statement 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 (without regard to its conflict of law principles).

SECTION 2

PARTICIPATION

2.1. ELIGIBILITY AND SELECTION. At the end of each Plan Year, the Participants for that year shall be selected and their deferred bonus awards shall be determined as follows:

(a) The Director of Equity Capital Markets shall be eligible to participate in the Plan for that year and the President of the Company, in his/her sole discretion, shall determine the deferred bonus award for the Director of Equity Capital Markets.

(b) The ECM Operating Committee, in its sole discretion, shall select the Equity Capital Markets employees eligible to participate in the Plan for that year and shall determine the deferred bonus award for each such employee. To be eligible for selection, an Equity Capital Markets employee must be (i) a key contributor to the success of the Equity Capital Markets business of the Employers, (ii) a highly compensated employee within the meaning of Code section 414(q), and (iii) a management or highly compensated employee within the meaning of ERISA section 301(a)(3).

2.2. NOTIFICATION. The Employer shall provide each individual so selected with
(i) written notification of his/her selection and deferred bonus award, (ii) the required enrollment forms, and (iii) either a copy of the Plan Statement or written notification that such a copy is available upon request.

2.3. ENROLLMENT. Participation in the Plan is voluntary for each individual so selected, but the Employer shall not provide a cash bonus or other remuneration in lieu of such participation. To become a Participant, the individual must enroll by signing and returning a participation agreement as prescribed by the Employer.

SECTION 3

ACCOUNTS

3.1. ACCOUNTS. The Employer shall establish and maintain a separate Account for each of its Participants for each Plan Year that he/she enrolls as a Participant. The Account shall be for recordkeeping purposes only and shall not represent a trust fund or other segregation of assets for the benefit of the Participant.

3.2. CREDITS TO ACCOUNTS. The Account so established and maintained for each Participant shall be credited from time to time as provided in this Section 3.2.

3.2.1. BONUS CREDIT. As of the last day of the Plan Year for which the Participant enrolls, the Account shall be credited with the amount of his/her deferred bonus award for that year, as determined under Section 2.1 of the Plan Statement.

3.2.2. INTEREST CREDIT. Commencing as of the first day of the Plan Year immediately following the Plan Year for which the Participant enrolls, any portion of the Account balance that is not allocated to Measuring Investments under Section 3.3 below shall be credited with interest at the rate applicable from time to time to investors in the First American Prime Obligations Fund.

3.2.3. INVESTMENT CREDIT. Commencing as of the first day of the Plan Year immediately following the Plan Year for which the Participant enrolls, any portion of the Account balance that is allocated to Measuring Investments under
Section 3.3 below shall be credited with its share of the income and gains of such Measuring Investments under such procedures as the ECM Investment Committee, in its sole discretion, shall determine from time to time.

3.3. MEASURING INVESTMENTS. The ECM Investment Committee, in its sole discretion, shall designate certain investments related to the focus of the Equity Capital Markets business of the Employers to be the Measuring Investments for determining the value of all Participants' Accounts maintained for a specific Plan Year. For this purpose, it shall be deemed that the Account balances of all the Participants for that year are combined and that such portion of the combined amount as the ECM Investment Committee, in its sole discretion, shall determine is placed in each such designated investment on the same terms and conditions as would be available to the Employer as an investor. Each Participant shall be deemed to have a pro rata share (based on the ratio of his/her Account balance for that year to the Account balances of all Participants for that year) in each such designated investment. The Measuring Investments are solely a device for computing the amount of benefits to be paid to Participants under the Plan, and Participants have no claim or right to any actual investments.

3.4. CHARGES TO ACCOUNTS. The Account so established and maintained for each Participant shall be charged from time to time as provided in this Section 3.4.

3.4.1. INVESTMENT CHARGE. Commencing as of the first day of the Plan Year immediately following the Plan Year for which the Participant enrolls, any portion of the Account balance that is allocated to Measuring Investments under
Section 3.3 above shall be charged with its share of the losses and expenses of such Measuring Investments under such procedures as the ECM Investment Committee, in its sole discretion, shall determine from time to time.

3.4.2. BENEFIT PAYMENT CHARGE. As of the date any benefit payment is made to the Participant or to his/her Beneficiary under the Plan, the Account shall be charged with the amount of such benefit payment.

3.4.3. DEBT SET-OFF CHARGE. As of the date any debt is set-off against the Account under Section 7.2 of the Plan Statement, the Account shall be charged with the amount of such debt.

SECTION 4

BENEFITS

4.1. BENEFITS PAYABLE TO A PARTICIPANT. As soon as administratively feasible after a Liquidity Event for a particular Measuring Investment, the Employer shall pay each Participant whose Account is deemed to be invested in that Measuring Investment a benefit equal to the portion of his/her Account that is deemed liquid as a result of such Liquidity Event, as the ECM Operating Committee, in its sole discretion, shall determine. The benefit payment shall be made in the form of cash or securities of the type received by investors in the Measuring Investment or in a combination of cash and such securities, as the ECM Operating Committee, in its sole discretion, shall determine.

4.2. THREE-YEAR WAITING PERIOD. Notwithstanding any other provision of this Plan Statement, no benefit payment shall be made to any Participant until the end of the third (3rd) Plan Year following the Plan Year for which his/her Account is established. If a Liquidity Event occurs during this three-year period, the ECM Investment Committee, in its sole discretion, shall direct that the liquid proceeds from such Measuring Investment be treated in any one or a combination of the following ways for purposes of Section 3 of the Plan Statement:

(a) Credited with interest pursuant to Section 3.2.2 for payment at the end of the three-year period;

(b) Reinvested in another Measuring Investment pursuant to Section 3.3 for payment upon a subsequent Liquidity Event for that other investment; or

(c) Held in the form of securities of the type received by investors in the Measuring Investment for payment at the end of the three-year period, with any cash dividend or other cash distributions with respect to such securities being credited with interest pursuant to Section 3.2.2 for payment at the end of the three-year period.

4.3. FORFEITURE OF BENEFITS UPON COMPETITION. If a Participant's employment with the Employers shall be terminated (whether voluntarily or involuntarily), and at any time thereafter such Participant shall become Involved (as defined below) with a Competitor (as defined below), then such Participant shall immediately forfeit forever all rights to benefits with respect to all Accounts (other than Old Accounts) then maintained for such Participant. For purposes of this Section 4.3:

(a) The term "Involved" shall mean any participation with or involvement in as an employee, partner, shareholder (except as a 5% or less shareholder of a public corporation), creditor, director, officer, principal, agent, consultant, or in any other relationship or capacity; and

(b) The term "Competitor" shall mean any person, partnership, corporation or other entity engaged in any business which competes with the Equity Capital Markets business of the Employers in sales, trading, corporate finance or research;

in each case as determined by the ECM Operating Committee, in its sole discretion.

4.3.1. EXCEPTION FOR OLD ACCOUNTS. Old Accounts are not subject to forfeiture under Section 4.3.

4.3.2. EXCEPTION FOR CERTAIN TERMINATIONS. Notwithstanding the foregoing, however, the Participant shall not forfeit any benefits if the ECM Operating Committee, in its sole discretion, determines that his/her employment was terminated by the Employers due to a business decision to discontinue operations in a particular geographic location or in a particular market niche.

4.3.3. EXCEPTION FOR CHANGE OF CONTROL. Notwithstanding the foregoing, however, the Participant shall not forfeit any benefits if his/her employment terminates (whether voluntarily or involuntarily) at any time after an Employer Change of Control Event (as defined below) or a Parent Change of Control Event (as defined below). For purposes of this Section 4.3.2:

(a) The term "Employer Change of Control Event" shall mean any of the following events:

(i) U.S. Bancorp or one or more of its subsidiaries shall, at any time, beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) less than 51% of the outstanding voting stock of the Employer;

(ii) The shareholders of the Employer approve a definitive agreement or plan to sell or otherwise dispose of all or substantially all of the assets of the Employer
(in one transaction or a series of transactions) (other than a sale or other disposition to U.S. Bancorp or one or more of its subsidiaries); or

(iii) U.S. Bancorp or one or more of its subsidiaries or the Employer enters into an agreement in principle or a definitive agreement relating to an Employer Change of Control Event described in (a)(i) or (a)(ii) above, which ultimately results in such an Employer Change of Control Event.

(b) The term "Parent Change of Control Event" shall mean any of the following events:

(i) 20% or more of either (x) the then outstanding shares of common stock of U.S. Bancorp (the "Outstanding USB Common Stock") or (y) the combined voting power of the then outstanding voting securities of U.S. Bancorp entitled to vote generally in the election of its board of directors (the "Outstanding USB Voting Securities"), is acquired or beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act); provided, however, that the following acquisitions shall not constitute Parent Change of Control Events:

(A) Any acquisition directly from U.S. Bancorp,

(B) Any acquisition by U.S. Bancorp or any one or more of its subsidiaries,

(C) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by U.S. Bancorp or one or more of its subsidiaries, or

(D) Any acquisition by any corporation with respect to which, immediately following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding USB Common Stock and Outstanding USB Voting Securities immediately prior to such acquisition in substantially the same proportions as was their ownership, immediately prior to such acquisition, of the Outstanding USB Common Stock and Outstanding USB Voting Securities, as the case may be;

(ii) Individuals who, as of September 30, 1998, constitute the board of directors of U.S. Bancorp (the "Incumbent USB Board") cease for any reason to constitute at least a majority of the board of directors of U.S. Bancorp (the "USB Board"); provided, however, that any individual becoming a member of the USB Board subsequent to that date whose election, or nomination for election by the stockholders of U.S. Bancorp, was approved by a vote of at least a majority of the directors then comprising the Incumbent USB Board shall be considered a member of the Incumbent USB Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest which was (or, if threatened, would have been) subject to Exchange Act Rule 14a-11;

(iii) Approval by the stockholders of U.S. Bancorp of a reorganization, merger, consolidation or statutory exchange of Outstanding USB Voting Securities, unless immediately following such reorganization, merger, consolidation or exchange, all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding USB Common Stock and Outstanding USB Voting Securities immediately prior to such reorganization, merger, consolidation or exchange beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger, consolidation or exchange in substantially the same proportions as was their ownership, immediately prior to such reorganization, merger, consolidation or exchange, of the Outstanding USB Common Stock and Outstanding USB Voting Securities, as the case may be;

(iv) Approval by the stockholders of U.S. Bancorp of (x) a complete liquidation or dissolution of U.S. Bancorp or (y) the sale or other disposition of all or substantially all of the assets of U.S. Bancorp, other than to a corporation with respect to which, immediately following such sale or other disposition, more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting

securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding USB Common Stock and Outstanding USB Voting Securities immediately prior to such sale or other disposition in substantially the same proportions as was their ownership, immediately prior to such sale or other disposition, of the Outstanding USB Common Stock and Outstanding USB Voting Securities, as the case may be; or

(v) U.S. Bancorp enters into an agreement in principle or a definitive agreement relating to a Parent Change of Control Event described in (b)(i), (b)(ii), (b)(iii) or (b)(iv) above that ultimately results in such a Parent Change of Control Event or a tender or exchange offer or proxy contest is commenced which ultimately results in a Parent Change of Control Event described in (b)(i) or (b)(ii) above.

Notwithstanding the above, a Parent Change of Control Event shall not be deemed to occur with respect to a Participant if (x) the acquisition of the 20% or greater interest referred to in (b)(i) above is by that Participant or by a group, acting in concert, that includes that Participant or (y) if at least 40% of the then outstanding common stock or combined voting power of the then outstanding voting securities (or voting equity interests) of the surviving corporation or of any corporation (or other entity) acquiring all or substantially all of the assets of U.S. Bancorp shall, immediately after a reorganization, merger, consolidation, statutory share exchange or disposition of assets referred to in (b)(iii) or (b)(iv) above, be beneficially owned, directly or indirectly, by that Participant or by a group, acting in concert, that includes that Participant.

4.4. FORFEITURE OF BENEFITS UPON GROSS MISCONDUCT. If a Participant commits any act of Gross Misconduct (as defined below) then such Participant shall immediately forfeit forever all rights to benefits with respect to all Accounts then maintained for such Participant. During the resolution of a charge of Gross Misconduct, the Accounts shall be maintained for such Participant, but no benefit payments shall be made with respect to such Accounts.

For purposes of this Section 4.4, the term "Gross Misconduct" shall mean any one or more of the following:

(a) Impropriety or misbehavior of a type resulting in termination of employment under the policies and practices of the Employer; or

(b) Conviction of or pleading guilty or nolo contendere to any felony;

in each case as determined by the ECM Operating Committee, in its sole discretion.

4.5. NO REALLOCATION OF FORFEITED AMOUNTS. Any Account balance forfeited under Sections 4.3 and 4.4 above shall revert to the Employer and shall not be reallocated among the remaining Participants.

4.6. BENEFITS PAYABLE TO A BENEFICIARY.

4.6.1. DEATH BEFORE FULL PAYMENT. If the Participant has an unpaid balance in any one or more Accounts at his/her death, the Employer shall pay the Beneficiary of the deceased Participant a benefit

equal to the remaining value of those Accounts at the same time and in the same amount and form as payment would otherwise have been made to the Participant if he/she were living.

4.6.2. BENEFICIARY DESIGNATION. Each Participant may designate, upon forms to be furnished by and filed with the Company, one or more primary Beneficiaries or contingent Beneficiaries to receive all or a specified part of his/her unpaid Account balances in the event of his/her death. The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary or spouse. No such designation, change or revocation shall be effective unless executed by the Participant and received by the Company during the Participant's lifetime. Each such designation, change or revocation shall apply to all the Accounts maintained for the Participant under the Plan.

4.6.3. FAILURE OF DESIGNATION. If a Participant:

(a) Fails to designate a Beneficiary,

(b) Designates a Beneficiary and thereafter such designation is revoked without another Beneficiary being named, or

(c) Designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant's unpaid Account balances, or the part thereof as to which such Participant's designation fails, as the case may be, shall be payable to the representative of the Participant's estate.

4.6.4. DEFINITIONS. When used herein and, unless the Participant has otherwise specified in his/her 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 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.

4.6.5. SPECIAL RULES. Unless the Participant has otherwise specified in his/her 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 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 Company 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 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.

The ECM Operating Committee shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

SECTION 5

ADMINISTRATION

5.1. ADMINISTRATION. Except for the matters specifically assigned to the Board of Directors, the Management Committee, the President or the Director of Equity Capital Markets of the Company by this Plan Statement, the Plan shall be administered by the Employers in accordance with the determinations of the ECM Investment Committee and the ECM Operating Committee.

5.2. ECM INVESTMENT COMMITTEE.

5.2.1. APPOINTMENT. The Director of Equity Capital Markets shall determine the size of the ECM Investment Committee from time to time and shall appoint the members. Each member of the ECM Investment Committee shall hold office at the pleasure of the Director of Equity Capital Markets and any vacancies in its membership shall be filled from time to time, as they occur, by appointment by the Director of Equity Capital Markets.

5.2.2. ORGANIZATION. The ECM Investment Committee shall hold meetings upon such notice, at such times and at such places as it may determine, and may consult and transact business by telephone or by written action in lieu of a formal meeting. Any action taken or approval given by a majority of the members of the ECM Investment Committee shall be considered the action or approval of the ECM Investment Committee.

5.2.3. AUTHORITY. The ECM Investment Committee shall have the authority to make such uniform rules as may be necessary to carry out the investment responsibilities assigned to it under the Plan Statement. The ECM Investment Committee shall determine any questions arising in the interpretation and application of the Plan that are related to its investment responsibilities.

5.2.4. EXERCISE OF AUTHORITY. The ECM Investment Committee may exercise its authority in its full discretion, subject only to the limits expressly imposed on it under the Plan Statement.

5.2.5. LIMITATION ON INDIVIDUAL'S AUTHORITY. If any member of the ECM Investment Committee is also an employee of an Employer or a Participant, he/she shall have no authority as such

member with respect to any matter specially affecting his/her individual interest hereunder (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 members of the ECM Investment Committee to the exclusion of such Participant or Beneficiary, and such Participant or Beneficiary shall act only in his/her individual capacity in connection with any such matter.

5.3. ECM OPERATING COMMITTEE.

5.3.1. APPOINTMENT. The Director of Equity Capital Markets shall determine the size of the ECM Operating Committee from time to time and shall appoint the members. Each member of the ECM Operating Committee shall hold office at the pleasure of the Director of Equity Capital Markets and any vacancies in its membership shall be filled from time to time, as they occur, by appointment by the Director of Equity Capital Markets.

5.3.2. ORGANIZATION. The ECM Operating Committee shall hold meetings upon such notice, at such times and at such places as it may determine, and may consult and transact business by telephone or by written action in lieu of a formal meeting. Any action taken or approval given by a majority of the members of the ECM Operating Committee shall be considered the action or approval of the ECM Operating Committee.

5.3.3. AUTHORITY. The ECM Operating Committee shall have the authority to make such uniform rules as may be necessary to carry out its administrative responsibilities under the Plan Statement. The ECM Operating Committee shall determine any questions arising in the administration, interpretation, and application of the Plan, subject to the investment authority of the ECM Investment Committee.

5.3.4. EXERCISE OF AUTHORITY. The ECM Operating Committee may exercise its authority in its full discretion, subject only to the limits expressly imposed on it under the Plan Statement.

5.3.5. LIMITATION ON INDIVIDUAL'S AUTHORITY. If any member of the ECM Operating Committee is also an employee of an Employer or a Participant, he/she shall have no authority as such member with respect to any matter specially affecting his/her individual interest hereunder (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 members of the ECM Operating Committee to the exclusion of such Participant or Beneficiary, and such Participant or Beneficiary shall act only in his/her individual capacity in connection with any such matter.

5.4. Binding Effect. The determinations of the ECM Operating Committee and the ECM Investment Committee in any matter within their authority shall be binding and conclusive upon the Employers and all persons having any right or benefit under the Plan.

SECTION 6

AMENDMENT AND TERMINATION

6.1. AMENDMENT. The Company reserves the power to amend this Plan Statement either prospectively or retroactively or both in any respect, by action of its Board of Directors or its Management Committee, provided that, no amendment shall be effective to reduce or divest benefits payable with respect to any Account of any Participant without his/her consent.

6.2. TERMINATION. The Company reserves the right to terminate the Plan at any time by action of its Board of Directors or its Management Committee; provided that, the termination of the Plan shall not reduce or divest benefits payable with respect to any Account of any Participant or negate the Participant's or Beneficiary's rights with respect to such benefits.

6.3. DELEGATION BY AFFILIATED EMPLOYERS. Each Employer that adopts the Plan, as a condition of its continued participation in the Plan, delegates to the Company the sole power and authority over all Plan matters, except that the Board of Directors of each adopting Employer shall have the power to amend this Plan Statement as applied to it by establishing a successor plan and to terminate the Plan as applied to it.

SECTION 7

GENERAL PROVISIONS

7.1. CONTRACTUAL RIGHT TO BENEFITS. The Plan creates in each Participant a contractual right to the benefits to which he/she becomes entitled. This contractual right is unsecured, and the Participant and his/her Beneficiaries are general, unsecured creditors and may look only to the general assets of his/her Employer to satisfy this contractual right.

7.2. BENEFITS NOT TRANSFERABLE. Neither a Participant nor any Beneficiary shall have any transmissible interest in the payments due hereunder or any right to anticipate, alienate, dispose of, pledge or encumber the same prior to their actual receipt, nor shall any Account or any benefit payment be subject to attachment, garnishment, execution following judgment or other legal process instituted by creditors of the Participant or Beneficiary; provided that, the balance of each Account and all benefit payments hereunder shall at all times be subject to set-off, as directed by the ECM Operating Committee, for debts owed by the Participant or Beneficiary to the Employer and/or any other entity controlling, controlled by, or under common control with the Employer.

7.3. WITHHOLDING TAXES. The Employer may withhold from any benefit payment made under the Plan (and transmit to the proper taxing authority) such amount as it may be required to withhold under any federal, state or other law.

7.4. EFFECT ON EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The Plan shall not give any Participant any right to be retained in the employment of the Employer. The Plan shall not replace any contract of employment, whether oral or written, between the Employer and the Participant. The Plan is in addition to, and not in lieu of, any other employee benefit plan or program in which the Participant may be or become eligible to participate by reason of employment with the Employer. No payments made under this Plan shall have any effect on payments to be made under any other employee benefit plan or program maintained by the Employer, except as provided in the provisions of such plan or program.

7.5. BINDING EFFECT OF AGREEMENT. The Plan shall be binding upon and inure to the benefit of the successors and assigns of the Employer, and the Beneficiaries, personal representatives and heirs of the Participant.

IN WITNESS WHEREOF, the Employers have caused this Plan Statement to be executed by their duly authorized officers as of the 30th day of December, 1998.

U.S. BANCORP PIPER JAFFRAY INC.

By /s/ Addison L. Piper
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     Its Chairman
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And  /s/ Andrew S. Duff
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     Its Chief Executive Officer
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PIPER JAFFRAY VENTURES INC.

By /s/ Addison L. Piper
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     Its
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And /s/ Paul Karos
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     Its
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