0000897101-06-002350 Sample Contracts

RETENTION AND NONCOMPETITION AGREEMENT
Retention and Noncompetition Agreement • November 13th, 2006 • United Financial Corp \Mn\ • State commercial banks • Minnesota

WHEREAS, the Employee is an employee of the Company and, pursuant to that certain Agreement and Plan of Merger, dated as of even date herewith, by and among Parent, Cascade Merger Corporation (“Merger Sub”), and the Company (the “Merger Agreement”), Merger Sub will be merged with and into the Company (the “Merger”) and the Company will, upon the closing of the transactions contemplated by the Merger Agreement, become a wholly-owned subsidiary of Parent.

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN U.S. BANCORP, CASCADE ACQUISITION CORPORATION AND UNITED FINANCIAL CORP. DATED AS OF NOVEMBER 6, 2006
Merger Agreement • November 13th, 2006 • United Financial Corp \Mn\ • State commercial banks • Minnesota

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 6, 2006, by and between U.S. Bancorp, a Delaware corporation (“Parent”), Cascade Acquisition Corporation, a Minnesota Corporation (“Merger Sub”), and United Financial Corp., a Minnesota corporation (the “Company”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties.”

SUPPORT AGREEMENT
Support Agreement • November 13th, 2006 • United Financial Corp \Mn\ • State commercial banks • Minnesota

This Support Agreement (this “Agreement”) is dated as of November 6, 2006, among United Financial Corp. (the “Company”) and John M. Morrison (the “Shareholder”).

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