EXH 99.4

BYLAWS
OF
U. S. BANCORP

ARTICLE I
Meetings of Shareholders

Section 1.1. Meetings. The regular Annual Meeting of the Shareholders of this
Corporation for the election of directors and for the transaction of such other
business as properly may come before the meeting shall be held in Portland,
Oregon, or other place duly authorized by the Board of Directors, on the third
Tuesday of April or other date duly authorized by the Board of Directors at such
time as the Board of Directors may determine.

If for any cause an election of directors is not made on the same day as the
Annual Meeting, the Board of Directors shall order the election to be held on
some subsequent day as soon thereafter as practicable according to the
provisions of law, and notice thereof shall be given in the manner herein
provided for the Annual Meeting.

Business to be conducted at an Annual Meeting (other than procedural matters)
shall be limited to (i) business specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
business otherwise properly brought before the meeting by or at the direction of
the Board of Directors or the Chairman of the Board, or (iii) business properly
brought before the meeting by a shareholder of record of any class of capital
stock entitled to vote upon such business, provided that such shareholder shall
first have given written notice, in the time and manner specified for
shareholder notice of nominations for directors set forth in Section 1.2 of
these Bylaws, briefly describing such business and stating his intention to
present such business at the Annual Meeting.

Special meetings of the shareholders may be called by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer, any Vice Chairman or the
President. A special meeting shall be called upon receipt of a written demand
therefor stating the purpose for which the meeting is to be called by any
shareholder or shareholders owning in the aggregate not less than ten percent of
the stock entitled to vote at such meeting. It shall be the duty of the
Secretary to send out notices of such meetings to be held in Portland, Oregon,
or other convenient place authorized by the Board of Directors and at such time
as may be fixed by the Board of Directors. If the Board of Directors shall fail
to fix a time or place, the meeting shall be held at such time as shall be fixed
by the Chairman of the Board, the Chief Executive Officer, any Vice Chairman,
the President, or the Secretary. Business conducted at a special meeting (other
than procedural matters) shall be limited to the matters stated in the notice
thereof (or any supplement thereto).

Notice of such annual and special meetings shall be mailed postage prepaid not
less than ten nor more than sixty days prior to the date thereof, addressed to
each shareholder of record at his or her address appearing on the books of the
Corporation.

The certificate of the Secretary of this Corporation shall be sufficient proof
of the giving of said notice.

The Board of Directors may adopt rules governing the order of business and
conduct of any shareholders' meeting. Subject to the effect of any such rules,
the Chairman of the Board (or other officer presiding at a shareholders'
meeting) shall have general authority to determine the order of business and, in
the Chairman's discretion, to regulate the conduct of such meeting.

Section 1.2. Nominations for Director. Nominations for election to the Board of
Directors may be made by the Board of Directors or by any shareholder of record
of any outstanding class of capital stock entitled to vote for the election of
directors. Nominations, other than those made by or on behalf of the existing
Board of Directors, shall be made in writing and shall be delivered or mailed to
the Chairman of the Board of the Corporation not less than twenty-five days nor
more than sixty days prior to any meeting of shareholders called for the
election of directors, provided, however, that if less than thirty days' notice
of the meeting is given to shareholders, such nominations shall be mailed or
delivered to the Chairman of the Board not later than the close of business on
the fifth day following the day on which the notice of the meeting was mailed.

Section 1.3. Disputed Ballots. In the event a dispute arises regarding the
validity or tabulation of a ballot, vote, or proxy, the chairman of the meeting
may appoint a committee of three directors or other persons who are not
employees of the Corporation to resolve the dispute. The decision of the
committee shall be final and binding upon all parties to the dispute.

Section 1.4. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution unless otherwise expressly provided in
the proxy.

Section 1.5. Quorum. Manner of Acting. Shares entitled to vote as a separate
voting group may take action on a matter only if a quorum of those shares exists
with respect to the matter. A majority of the votes entitled to be cast on the
matter by a voting group, represented in person or by proxy, shall constitute a
quorum of that voting group for action on that matter. If a quorum exists,
action on a matter, other than the election of directors, shall be approved by a
voting group if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action unless the Oregon Business Corporation
Act or the articles of incorporation require a greater number of affirmative
votes. Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. Once
a share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.

ARTICLE II
Directors

Section 2.1. Board of Directors. The Board of Directors (herein sometimes
referred to as the "Board") shall have power to manage and direct the business
and affairs of the Corporation.

Section 2.2. Number. The Board shall consist of not less than five nor more than
twenty-five persons, the exact number within such minimum and maximum limits to
be fixed and determined from time to time by resolution of a majority of the
full Board; provided, however, that a majority of the full Board of Directors
may not increase the number of directors to a number which exceeds by more than
four the number of directors last elected by shareholders, but in no event shall
the number of directors exceed twenty-five.

Section 2.3. Organization Meeting. The Secretary, upon receiving the results of
the election, shall cause the same to be recorded upon the minute book of the
Corporation and shall notify the directors-elect of their election. Promptly
after the adjournment of the meeting of the shareholders at which they were
elected, the newly elected Board shall meet at a convenient place for the
purpose of organizing and to transact such business as properly may come before
the Board and no notice of such organization meeting shall be required. If at
that time there is not a quorum in attendance, the members present may adjourn
from time to time until a quorum is secured.

Section 2.4. Regular Meetings. The Board of Directors may establish a schedule
of regular meetings for the transaction of business, the day and hour of which
may be specified by resolution adopted in advance of such regular meetings. In
the event of a failure of the Board of Directors to designate such day and hour,
the Chairman of the Board may designate the day and hour upon which such meeting
shall be held, which shall be specified in the notice of such meeting.

Section 2.5. Special Meetings. The Board of Directors may also hold special
meetings upon call of any officer who is a member of the Board of Directors, or
any three or more directors. Notice of special meetings of the Board of
Directors shall be given by the Secretary or Assistant Secretary of the
Corporation, or in case of their absence, refusal or inability to act, by any
other officer who is a member of the Board of Directors, or by any three or more
directors by giving 24 hours' notice to the last known address of each director.
Calls for such special meetings must state in general terms the object of the
meeting.

Section 2.6. Retirement. Officer directors may be requested to resign from the
Board upon the date of their retirement as an officer of the Corporation. Each
other member of the Board of Directors will not be eligible for re-election as a
director at the Annual Meeting of the Shareholders following the date on which
such director shall reach the age of 70 years.

Section 2.7. Quorum. A majority of the number of directors from time to time
fixed as constituting the Board of Directors pursuant to Section 2.2 shall
constitute a quorum at any meeting, except when otherwise provided by law; but a
lesser number may adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice.

Section 2.8. Vacancies. When any vacancy occurs among the directors, the
remaining members of the Board, in accordance with the laws of Oregon and with
the provisions of Section 2.2 of these Bylaws, may appoint a director to fill
such vacancy at any meeting of the Board.

Section 2.9. Notice. Notice of meetings of the Board of Directors or any
committee appointed by the Board of Directors may be written or oral, and may be
communicated in person, by telephone, telegraph, teletype, or other form of wire
or wireless communication, or by mail or private courier.

ARTICLE III
Committees

Section 3.1. Executive Committee. The Board of Directors may appoint an
Executive Committee consisting of not more than four non-officer directors, the
Chairman of the Board and the President. Members of the Executive Committee
shall be appointed annually by the Board of Directors immediately after its
election and organization and shall serve until the next such annual meeting or
until their successors have been appointed. Members of the Executive Committee
may be reappointed by the Board of Directors to succeed themselves.

During intervals between meetings of the Board of Directors, the Executive
Committee shall have and may exercise such authority of the Board of Directors
as from time to time may be specifically delegated to the Committee by the
Board; provided, however, that neither the Executive Committee nor any other
committee created and appointed pursuant to these Bylaws shall have the
authority to (a) declare dividends or distributions with respect to the
Corporation's capital stock, (b) approve or propose to shareholders actions or
proposals required by law to be approved by shareholders, (c) fill vacancies on
the Board of Directors or any committee thereof, (d) amend the articles of
incorporation except as may be necessary to document a determination of the
relative rights, preferences and limitations of a class or series of shares
pursuant to authority granted by the Board of Directors, (e) adopt, amend, or
repeal bylaws, (f) approve a plan of merger not requiring shareholder approval,
(g) authorize or approve the reacquisition of shares of the Corporation's
capital stock except within limits prescribed by the Board of Directors, or (h)
authorize or approve the issuance or sale of or contract for sale of shares or
determine the designation and relative rights, preferences and limitations of a
class or a series of shares, except that the Board of Directors may authorize a
committee of the Board to do so (i) pursuant to a stock option or other stock
compensation plan or (ii) by approving the maximum number of shares to be issued
and delegating the authority to determine all or any part of the terms of the
issuance or sale or contract of sale and the designation and relative rights,
preferences, and limitations of the class or series of shares.

In addition to any other duties which the Board of Directors may assign, the
Executive Committee shall consider potential candidates for new directors and
make recommendations of candidates to the Board of Directors.

Section 3.2. Audit Committee. There shall be an Audit Committee composed of not
less than three members of the Board of Directors, no one of whom shall be an
active officer of the Corporation or any of its subsidiaries and each of whom
shall be independent of management of the Corporation. The Committee shall
include at least two members with banking or related financial management
expertise, and shall not include any large customers of the Corporation (as
determined pursuant to the Federal Deposit Insurance Corporation Improvement Act
of 1991

("FDICIA"). The Committee shall be appointed by the Board of Directors annually
at its organization meeting or more often.

It shall be the duty of the Committee to recommend to the Board of Directors the
accounting firm to be selected as independent auditor of the Corporation and its
subsidiaries; to act on behalf of the Board in discussing with the appropriate
corporate officers any termination of the independent auditor and any
significant disagreements between the independent auditor and management,
meeting and reviewing with the independent auditor and the appropriate corporate
officers, matters relating to disclosure, corporate practices, regulatory and
financial reporting, accounting procedures and policies, and adequacy of
financial and accounting controls; to review the planned scope of the audits by
the independent auditor; and to review, as appropriate, before or after the
fact, compliance of the Corporation and its subsidiaries with laws and
regulations concerning loans to insiders, related party transactions and other
transactions involving potential conflicts of interest, and applicable federal
and state laws and regulations concerning dividend restrictions. The Committee
shall review (a) with the independent auditor, the results of the annual audit,
including the auditor's comment letter; (b) with the appropriate corporate
officers, the annual report to the Securities and Exchange Commission, the
annual report to shareholders, and the Proxy Statement; and (c) with management
and the independent auditor, the basis for the reports issued by the Corporation
under 12 CFR Part 363 and any successor or substitute regulations implementing
the provisions of Section 112 of FDICIA, and shall promptly report thereon to
the Board of Directors.

The Audit Committee, in collaboration with the internal Auditor, shall set the
scope, nature and frequency of examinations of the Corporation and its
subsidiaries (with the exception of each subsidiary bank which has established
and appointed a separate audit committee composed entirely of outside directors
of such subsidiary bank in compliance with the requirements of FDICIA (an
"independent audit committee")), and other responsibilities of the internal
Auditor. The Committee shall monitor the internal audit group including a review
of the planned audit activities, audit scope, and the degree of coordination
with the independent auditors of the annual audit plan for the Corporation and
its subsidiaries. The Committee shall periodically receive reports from the
internal Auditor on results of audits on nonbank subsidiaries and on each
subsidiary bank which has not established and appointed an independent audit
committee, and on the status of audit coverage of the Corporation. The Committee
shall promptly submit its report thereon and its recommendations to the Board of
Directors of this Corporation and of each applicable subsidiary.

The Committee shall perform such additional duties as may be requested or
directed by the Board of Directors from time to time. The Committee shall
additionally submit to the Board of Directors any recommendations relating to
the scope of its responsibilities it may have from time to time.

The Committee may at its discretion from time to time, without prior permission
of the Board of Directors or any corporate officers, consult or retain legal
counsel, whether internal counsel, this Corporation's regular outside counsel,
or such independent outside counsel as the Committee may select.

The Committee shall meet on call of the chairperson and shall keep minutes of
all of its meetings showing all matters considered by it and the action taken
thereon, and shall submit a report of such meetings at the next regular meeting
of the Board of Directors.

Section 3.3. Other Committees. The Board of Directors may appoint from time to
time, either from its own members or from persons outside its membership, other
committees for such purposes and with such powers as the Board may determine.

ARTICLE IV
Titles, Duties, Qualifications and Terms of Officers

Section 4.1. Officers. The officers of this Corporation shall hold positions
determined under this Corporation's policy to encompass legal authority to bind
the Corporation in its transactions with customers or other third parties by
executing contracts or other legal instruments on the Corporation's behalf and
whose decisionmaking authority relates to fundamental corporate operations in
such a way as to affect potentially the public's trust in the Corporation, and
shall include a Chief Executive Officer, a President, one or more Vice
Presidents (one or more of whom may be designated an Executive Vice President or
Senior Vice President), a Secretary, and an Auditor, and may include one or more
Vice Chairmen, one or more group, region, area or other functional business unit
Presidents (each a "Business Unit President"), and such other officers and
assistant officers as from time to time may be deemed necessary and with such
titles as shall be deemed appropriate. The same person may fill more than one
office or position.

The Board of Directors shall designate a member of the Board of Directors to be
the Chairman of the Board and may appoint the Chairman of the Board an officer
of this Corporation. Other officers may also be members of the Board of
Directors.

The Chairman of the Board shall be designated by and if appointed an officer,
elected by, and the Chief Executive Officer shall be elected by, the Board of
Directors at its annual organization meeting and each shall hold office for the
year for which the Board of Directors was elected and until a successor is
designated or elected, unless the Chairman of the Board or Chief Executive
Officer resigns, becomes disqualified, or is removed, which removal may be at
the pleasure of the Board. Any vacancy occurring in the position of the Chairman
of the Board or in the office of the Chief Executive Officer shall be filled by
the remaining members of the Board.

Vice Chairmen and the President, Business Unit Presidents and Executive Vice
Presidents (if any), the Auditor and the Secretary shall be elected or appointed
by the Board of Directors to hold their offices respectively at the pleasure of
the Board of Directors. Vice Presidents (other than Executive Vice Presidents),
Assistant Vice Presidents and such other officers and assistant officers as may
be deemed necessary may be appointed by the Board of Directors or chosen in such
other manner as provided in these Bylaws or as the Board of Directors shall by
resolution provide, to hold their offices respectively at the pleasure of the
Board of Directors.

The President (or other officer-director as the Board of Directors may designate
by resolution) shall have authority to appoint or remove or fill vacancies among
all officers excepting the Chairman of the Board (if an officer), the Chief
Executive Officer, Vice Chairman, the President,

Business Unit Presidents, Executive Vice Presidents, Auditor, and Secretary;
such appointments or removals shall be subject to ratification or recision at
the next meeting of the Board of Directors. The provisions of this paragraph are
supplementary to any other provisions of these Bylaws.

Section 4.2. Chairman of the Board. The Chairman of the Board shall preside over
meetings of shareholders, the Board of Directors, and the Executive Committee,
and shall perform such duties as may be requested or directed by the Board of
Directors.

Section 4.3. Chief Executive Officer. The Chief Executive Officer shall be a
member of the Board of Directors. The Chief Executive Officer shall be the
principal executive officer of the Corporation and, subject to the control of
the Board of Directors, shall supervise the carrying out of the policies adopted
or approved by the Board of Directors. The Chief Executive Officer shall
exercise general supervision over the business and affairs and personnel of the
Corporation.

Section 4.4. Vice Chairman. Each Vice Chairman shall perform such duties as
may be requested or directed by the Board of Directors or by the Chief
Executive Officer from time to time.

Section 4.5. President. The President shall perform such duties as may be
requested or directed by the Board of Directors or by the Chief Executive
Officer from time to time.

Section 4.6. Business Unit Presidents. Each Business Unit President shall
perform such duties as may be requested or directed by the Board of Directors or
the Chief Executive Officer from time to time.

Section 4.7. Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned by the Board of Directors, by the Chief Executive
Officer, or by the President. The Board of Directors shall designate a Vice
President to be the Chief Financial Officer of the Corporation, who shall be the
principal financial and accounting officer of the Corporation with
responsibility for keeping regular books of account, disbursement of corporate
funds, and preparation of financial reports. The Board of Directors shall also
designate a Vice President to be the Treasurer, who shall have general
responsibility for funding the operation of the Corporation and its subsidiaries
and shall, as and to the extent authorized by the Board of Directors, borrow
funds and issue securities on behalf of the Corporation.

Section 4.8. Secretary. The Secretary shall be the recording officer of the
Board of Directors and keep in written form the minutes of the meetings of the
Board of Directors and of the Shareholders. The Secretary shall attend to the
giving of all notices required by these Bylaws to be given, shall be the
custodian of the corporate seal of the Corporation, and shall make such reports
and perform such other duties as are incident to the office of Secretary, or as
are assigned by the Board of Directors.

Section 4.9. Auditor. The internal Auditor shall make periodic examinations of
the affairs of the Corporation and its subsidiaries, with the exception that the
examination of each subsidiary bank which is required to establish and appoint
an independent audit committee in compliance with

the requirements of FDICIA shall be the responsibility of the auditor appointed
by the Board of Directors of each such subsidiary bank. The Auditor shall
collaborate with the Audit Committee in determining the scope, nature and
frequency of such examinations. The Auditor shall also perform such other duties
as may be assigned by the Board of Directors or the Chief Executive Officer of
the Corporation. The results of such examinations and recommendations of the
Auditor, if any, shall be submitted in writing by the Auditor to the Chief
Executive Officer and to the Audit Committee.

ARTICLE V
Stock and Stock Certificates

Section 5.1. Transfers. Shares of stock shall be transferable on the books of
the Corporation, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his or her shares, succeed to all rights and liabilities
of the prior holder of such shares.

Section 5.2. Stock Certificates. Certificates of stock shall bear the signature
of the Chief Executive Officer, the Chairman of the Board, or of the President,
or of a Vice President and the Secretary or an Assistant Secretary of the
Corporation, and shall be signed manually or by facsimile process, and shall be
countersigned by an authorized officer of First Chicago Trust Company of New
York as transfer agent, and the seal, manual or facsimile, of the Corporation
shall be set forth thereon. No transfer shall be made of any certificate issued
except on the surrender of the certificate or certificates previously issued
therefor, or on proof of their loss and the furnishing of indemnity satisfactory
to an appropriate officer of the Corporation as designated in writing by the
Chief Executive Officer or the President of the Corporation.

The Board of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer,
registration, and replacement of lost certificates for shares of the capital
stock of the Corporation.

Section 5.3. Dividends. All declarations of dividends shall fix the date for the
payment thereof, and period of closing of stock books, and a record date, prior
to the payment of dividends, for the purpose of determining the shareholders
entitled to the same.

The transfer books may be closed for the purpose of the annual election of
directors, before meetings of shareholders, before the payment of dividends, for
the purpose of obtaining written consents of shareholders, or for any other
purpose, for such period not exceeding twenty days as the Board of Directors may
by resolution direct. In lieu of closing the transfer books the Board may in its
discretion fix a day and hour not less than ten days nor more than seventy days
prior to the holding of any meeting of shareholders or the day appointed for the
payment of any dividend or for any other notice, as the time as of which
shareholders entitled to notice of and to vote at such meeting, or to receive
such dividend or for such other purpose shall be determined, and only
shareholders of record at such time shall be entitled to notice of or to vote at
such meeting or to receive such dividend or to be treated as shareholders for
such other purposes.

ARTICLE VI
Corporate Seal

The official seal of this Corporation shall be circular in form with the words
"corporate seal" and "Oregon" and the name of the Corporation appearing thereon.

ARTICLE VII
Miscellaneous Provisions

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.

Section 7.2. Records. The organization papers of this Corporation, the results
of elections of directors-elect, the proceedings of all regular and special
meetings of the directors and of the shareholders, the Bylaws and any amendments
hereto, shall be recorded in a minute book; and the minutes of each meeting
shall be signed by the chairman and the secretary of the meeting.

ARTICLE VIII
Bylaws

Section 8.1. Inspection. A copy of the Bylaws, with all amendments thereto,
shall at all times be kept in a convenient place at the principal office of the
Corporation and shall be open for inspection to all shareholders, during
business hours.

Section 8.2. Amendments. These Bylaws may be changed or amended by the vote of a
majority of the whole number of directors.

ARTICLE IX
Control Share Acquisitions

Sections 60.801 to 60.816, inclusive, of the Oregon Revised Statutes shall not
apply to acquisitions of the Corporation's voting shares.

Amendments

12/19/96 Article III Section 3.1 Executive Committee Limits authority of committee.
Article III Section 3.2 Executive Management Committee Deletes Executive Management Committee.
Article III Section 3.3 Audit Committee Renumbered as Section 3.2.
Article III Section 3.4 Other Committees Renumbered Section 3.3.
Article IV Section 4.1 Officers Clarifies legal and decisionmaking
authority, creates Business Unit President
officer title.
Article IV Section 4.3 Chief Executive Officer Deletes reference to Executive Management
Committee.
Article IV Section 4.6 Business Unit Presidents Outlines powers and authorities.
Article IV Section 4.7 Secretary Renumbered as Section 4.8.
Article IV Section 4.8 Auditor Clarifies responsibilities regarding
subsidiary bank audits, renumbered as
Section 4.9.

3/19/97 Article I Section 1.1 Meetings Provides flexibility for annual meeting date.
4/23/97 Article IX Control Share Acquisitions Added section.