EXHIBIT 10P
                                                                            3/93
                             FIRST BANK SYSTEM, INC.
                            STOCK OPTION LOAN PROGRAM

                                SUMMARY OF TERMS

          Pursuant to the Stock Option Loan Program adopted by the First Bank
System, Inc. ("FBS") Board of Directors, beginning February 27, 1993, active
employees holding stock options ("Participants") are entitled to borrow from FBS
the amount necessary to pay the exercise price upon exercise of a FBS stock
option.  Loans will be made to Participants on the following terms:

          1.   MAXIMUM LOAN AMOUNT.  Participants may borrow up to the full
exercise price upon exercise of an FBS stock option.  The loan amount will be
immediately applied to payment of the exercise price to FBS, and Participants
will not directly receive the funds prior to such payment.  The loan amount
shall not include amounts intended to satisfy applicable tax withholding
payments or for any other purpose other than payment of the stock option
exercise price.

          2.  TERM.  Participants may select the length of the term of the loan
(in whole years) up to a maximum of six years.

          3.  PAYMENT SCHEDULE.  Subject to applicable prepayment requirements,
all principal and interest on a loan will be payable at the end of the term of
the loan.  Participants may prepay a loan or any portion thereof with no
penalty.

          4.  INTEREST RATE.  The interest rate on loans will be the applicable
federal rate (determined in accordance with Section 1274(d) of the Internal
Revenue Code of 1986, as amended) on the date the loan is extended.  Interest
will be compounded semi-annually and due and payable at the time that the
principal is due and payable.

          5.  SECURITY.  Participants are required to provide FBS with a
security interest in all of the FBS Common Stock received upon the exercise of
the loan.  FBS will retain a Participant's share certificates in connection with
securing a loan, and Participants will be required to execute a stock power in
favor of FBS.  In the event that a Participant elects to deliver shares issued
upon exercise to FBS to satisfy the Participant's tax withholding
responsibility, however, no security interest will be retained in such shares.
In the event of a reclassification of shares of FBS Common Stock, an exchange of
shares of FBS Common Stock for another security, a stock split or granting of a
stock dividend, or any similar event, FBS or its successor shall retain a
security interest in the securities to which the Participant is entitled
pursuant to such event.  If a Participant desires to sell shares of the capital
stock held as collateral for the security interest, the Participant must repay
such portion of the loan as is secured by such collateral (i.e., the exercise
price on such shares plus accrued interest thereon).  Capital stock constituting
collateral may be released in blocks of a



minimum of 100 shares (unless all of the remaining collateral constitutes less
than 100 shares).  Regardless of any security interest maintained by FBS in
shares of FBS Common Stock, Participants are personally liable for the entire
amount of any loan under the Loan Program.

          6.  TERMINATION OF EMPLOYMENT; DEATH.  In the case of retirement by a
Participant, the Participant's loan may remain outstanding with the same terms
and conditions as if no termination had occurred until the end of its term.  In
the event of resignation or involuntary termination, the loan must be repayed in
full within 90 days of a Participant's last day of active employment.  In the
case of the death of a Participant, the loan shall become immediately due and
payable.

          7.  DOCUMENTATION.  In connection with loans extended under the Loan
Program, Participants will be required to complete such loan documentation as
FBS deems appropriate.  Such documentation may include, without limitation, a
promissory note, a stock power and such documents as are required under Federal
Reserve Regulation G.

          8.  RIGHT OF OFFSET.  In the event that a Participant defaults on
repayment of a loan under the Loan Program, and to the extent that the loan
repayment is not satisfied by the security interest, FBS may offset wages
otherwise owed to a Participant (subject to applicable law).

          9. TERMINATION OF PROGRAM.  The Loan Program may be terminated, or its
terms and conditions changed, at the discretion of the Board of Directors
without notice to Participants; provided, however, that outstanding loans would
not be affected by any such termination or changes.



                                        2