Independent Director Retirement And Death Benefit Plan

EXHIBIT 10F


COMPOSITE COPY


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


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


AND


As Amended By


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


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


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


TABLE OF CONTENTS


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


1.1. Restatement of Plan
1.2. Definitions
1.2.1. Accrued Benefit
1.2.2. Beneficiary
1.2.3. Change in Control
1.2.4. Director
1.2.5. Director Service
1.2.6. FBS
1.2.7. Plan
1.2.8. Plan Statement
1.2.9. Present Value
1.2.10. Prior Plan Statement
+
1.2.12. Supplemental Retirement Pension
1.2.13. Termination of Service
1.3. Rules of Interpretation


SECTION 2. ELIGIBILITY.................................................... 5


SECTION 3. SUPPLEMENTAL RETIREMENT BENEFITS............................... 5


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


SECTION 4. DEATH BENEFITS................................................. 7


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


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SECTION 5. FUNDING OF PLAN................................................ 9

5.1. Unfunded Agreement
5.2. Spendthrift Provision
SECTION 6. AMENDMENT AND TERMINATION...................................... 10
SECTION 7. DETERMINATIONS -- RULES AND REGULATIONS........................ 10

7.1. Determinations
7.2. Rules and Regulations
7.3. Method of Executing Instruments
7.4. Information Furnished by Directors
SECTION 8. PLAN ADMINISTRATION............................................ 11

8.1. FBS
8.2. Conflict of Interest
SECTION 9. DISCLAIMERS.................................................... 11


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


SECTION 1


INTRODUCTION


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


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


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


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


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


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


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


1.2.3. CHANGE IN CONTROL -- any of the following events:


(a) a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), whether or not FBS is then
subject to such reporting requirement; or


(b) the public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) by FBS or any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange
Act) that such person has become the "beneficial owner" (as
defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of FBS representing 20% or
more of the combined voting power of FBS's then outstanding
securities; provided, however, that notwithstanding the
foregoing, no Change in


Control shall be deemed to have occurred for purposes of this
Agreement in the event that twenty percent (20%) or more of the
total voting capital stock of FBS then issued and outstanding is
owned by


(i) FBS, any subsidiary of FBS or any employee benefit plan of
FBS or of any subsidiary of FBS or any entity holding
shares of the Common Stock organized, appointed or
established for, or pursuant to the terms of, any such
plan (any such person or entity described in this clause
(i) is referred to herein as a "FBS Entity") or


(ii) Corporate Partners, L.P., Corporate Offshore Partners,
L.P., The State Board of Administration of Florida, their
respective "Affiliates" (including, for this purpose,
their respective limited partners) and/or any "Permitted
Transferee" of such "Persons" (collectively, the
"Investors"), who have acquired or will acquire such stock
at any time pursuant to, in conformity with and as
contemplated by the terms of the fully executed version of
that certain Stock Purchase Agreement and related
documents dated as of May 30, 1990, by FBS with the
Investors (the terms "Affiliates", "Permitted Transferee"
and "Persons" shall have the meanings given to them in the
Stock Purchase Agreement); or


(c) the announcement of a tender offer by any person or entity (other
than an FBS Entity) for 20% or more of FBS's voting capital stock
then issued and outstanding, which tender offer has been approved
by the Board of Governors of the Federal Reserve System and has
not been approved by the Board, a majority of the members of
which are Continuing Directors (as hereinafter defined), and
recommended to the shareholders of FBS; or


(d) the Continuing Directors (as hereinafter defined) cease to
constitute a majority of FBS's Board of Directors; or


(e) the shareholders of FBS approve


(i) any consolidation or merger of FBS in which FBS is not the
continuing or surviving corporation or pursuant to which
shares of FBS stock would be converted into cash,
securities or other property, other than a merger of FBS
in which shareholders immediately prior to the merger have
the same proportionate ownership of stock of the surviving
corporation immediately after the merger;


(ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the assets of FBS; or


(iii) any plan of liquidation or dissolution of FBS; or


(f) the majority of the members of the Organization Committee
determines in its sole and absolute discretion that there has
been a Change in Control of FBS.


For this purpose, "Continuing Director" shall mean any person who is a member of the Board of Directors of FBS, while such person is a member of the Board of Directors, who is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who


(i) was a member of the Board of Directors on the date of this
Agreement as


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first written above or


(ii) subsequently becomes a member of the Board of Directors, if such
person's initial nomination for election or initial election to
the Board of Directors is recommended or approved by a majority
of the Continuing Directors.


For this purpose, "Acquiring Person" shall mean any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of FBS representing 20% or more of the combined voting power of FBS's then outstanding securities, but shall not include the Investors or any FBS Entity; and "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. FBS shall determine the date on which a Change in Control has occurred.


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


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SECOND AMENDMENT-EFFECTIVE JANUARY 1, 1996


1.2.5. DIRECTOR SERVICE -- a measure of a Director's service as a Director (stated as a number of months) which is equal to the total completed months of the individual's service as a Director (irrespective of any Termination of Service and subsequent reentry into service as a Director); subject, however, to the following:


(a) PRE-EFFECTIVE SERVICE. Director Service shall be credited for any
period of service completed before January 1, 1991, as if this
Plan Statement were then in effect.


(b) SUBSIDIARY SERVICE. In the case of a Director who has performed
at least one (1) month of actual Director Service, Director
Service shall be credited for services performed as a member of
the board of directors of any corporation which is an eighty
percent (80%) or greater subsidiary of FBS (while such
corporation ...