PIPER JAFFRAY COMPANIES
SUBORDINATED LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>12
<FILENAME>c82510exv10w6.txt
<DESCRIPTION>SUBORDINATED LOAN AGREEMENT
<TEXT>
<PAGE>
                                                                    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



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                           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



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<PAGE>

                           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



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<PAGE>

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



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<PAGE>

                           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.



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<PAGE>

                  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



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<PAGE>

                           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;



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<PAGE>

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



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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



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<PAGE>

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



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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



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<PAGE>

                           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,



                                       12
<PAGE>

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)



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</TEXT>
</DOCUMENT>
