MINNEAPOLIS, February 18, 1999 -- U.S. Bancorp today announced that it has
signed a definitive agreement to acquire San Diego-based Bank of Commerce, one
of the nation's largest Small Business Association (SBA) lenders and the
largest SBA lender in California in terms of dollar amounts. Bank of Commerce
had SBA loan originations of $242 million in 1998 and currently has
$407 million in SBA loans outstanding and services a total of $742 million of
SBA loans. Combined, Bank of Commerce and U.S. Bancorp will have $635 million
in SBA loans outstanding. Bank of Commerce has experienced a 36% growth rate
in SBA lending in each of the past two years. With $638.2 million in assets at
year end 1998, Bank of Commerce operates 10 full service branches in San Diego
and Orange counties, as well as 23 SBA loan production offices in California,
Arizona, Nevada, Washington, Oregon, Colorado, Texas, Illinois, New Mexico,
Utah, Georgia and Idaho.

Under terms of the agreement, Bank of Commerce shareholders will receive a
tax-free exchange of 0.6 shares of U.S. Bancorp's common stock for each common
share of Bank of Commerce. The purchase price will be based upon an average
stock price for U.S. Bancorp for the 20 consecutive trading days prior to
close of the transaction, ending on the third trading day prior to close. Bank
of Commerce has 15.9 million fully diluted shares outstanding.

"Bank of Commerce saw an opportunity over 20 years ago to respond to the needs
of small business. They more than responded, they've excelled," said John F.
Grundhofer, U.S. Bancorp's chairman, president and CEO. "U.S. Bancorp's
resources will strengthen Bank of Commerce's ability to help small businesses
succeed and thereby expand our relationships with small business."

"Aligning with U.S. Bancorp is another opportunity for us," said Peter Q.
Davis, chairman and chief executive officer of Bank of Commerce. "U.S. Bancorp
understands our sales culture, values our customers and basically wants us to
keep doing what we've shown we can do well. This will allow us to support the
rapid growth of our SBA programs and perpetuate what we've built."

Davis will remain with the bank through November 2000 to help oversee the
transition. SBA lending functions will continue to operate as they do today
under the leadership of Bank of Commerce's senior executive vice president
David H. Bartram. Bank of Commerce will be the platform for all U.S. Bank SBA
lending, which will be integrated into Bank of Commerce's highly responsive
and efficient structure. Bank of Commerce's retail and traditional commercial
banking businesses will be integrated into U.S. Bank to take full advantage of
U.S. Bank's broad range of products and services. Additionally, U.S. Bank's
products will be marketed to Bank of Commerce's SBA customers.

Pending regulatory approvals, the acquisition is expected to close in second
quarter of 1999. The branding of the 10 retail branches will change to U.S.
Bank in the fourth quarter of this year. The 23 loan production offices, which
currently operate under various names, will incorporate the U.S. Bank brand.

U.S. Bancorp currently operates 89 banking offices and 110 ATMs in northern
California as well as corporate trust and leasing offices in Los Angeles and
San Francisco. The company's California presence also includes six offices of
its Piper Jaffray brokerage subsidiary and U.S. Bancorp Libra, an investment
bank based in Los Angeles.

Minneapolis-based U.S. Bancorp, with $76 billion in assets, is the 13th
largest bank holding company in the nation and operates approximately 1,000
banking offices in 17 Midwestern and Western states. The company provides
comprehensive banking, trust investment and payment systems products and
services to consumers, businesses and institutions. It operates a network of
4,800 ATMs and provides 24-hour, seven-days-a-week telephone customer service.
The Company offers full-service brokerage services at approximately 100
offices in the West and Midwest through Piper Jaffray Companies, Inc., the
11th largest brokerage in the nation. The Company is the largest provider of
Visa corporate and purchasing cards in the world, and is one of the largest
providers of corporate trust services in the nation.