EXHIBIT (e)(2)


                             DISTRIBUTION AGREEMENT
       FOR CLASS A SHARES, CLASS D SHARES AND TREASURY RESERVE FUND SHARES

         THIS AGREEMENT is made as of this _____ day of ___________, 2001,
between FIRST AMERICAN FUNDS, INC., a Minnesota corporation (the "Fund"), and
QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the
"Distributor").
         WHEREAS, the Fund is registered as an investment company with the
Securities and Exchange Commission ("SEC") under the Investment Company Act of
1940, as amended ("1940 Act"), and its Shares are registered with the SEC under
the Securities Act of 1933, as amended ("1933 Act"); and
         WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;
         WHEREAS, the Fund desires to appoint the Distributor to act as
distributor and shareholder servicing agent for the Treasury Reserve Fund, and
the Class A and Class D Shares of the Fund's portfolios, as now in existence or
hereinafter created from time to time (collectively, the "Shares"), in
accordance with the terms and conditions of this Agreement;
         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Fund and Distributor hereby agree as follows:
         ARTICLE 1. Sale of Shares. The Fund grants to the Distributor the
exclusive right to sell Shares of each portfolio of the Fund (each a
"Portfolio"), at the net asset value per Share plus, in the case of Retail Class
A Shares, Corporate Trust Class D Shares and Treasury Reserve Shares, the
applicable sales charge, in accordance with the current prospectus, as agent and
on behalf of the Fund, during the term of this Agreement and subject to the
registration requirements of the 1933 Act, the rules and regulations of the SEC
and the laws governing the sale of securities in the various states ("Blue Sky
Laws").
         ARTICLE 2. Solicitation of Sales. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of Shares of the Fund; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.
         ARTICLE 3. Authorized Representations. The Distributor is not
authorized by the Fund to give any information or to make any representations
other than those contained in the current registration statements and
prospectuses of the Fund filed with the SEC or contained in Shareholder reports
or other material that may be prepared by or on behalf of the Fund for the
Distributor's use. The Distributor may prepare and distribute sales literature
and other material as it may deem appropriate, provided that such literature and
materials have been approved by the Fund prior to their use.
         ARTICLE 4. Registration of Shares. The Fund agrees that it will take
all action necessary to register Shards under the federal and state securities
laws so that there will be available for sale the number of Shares the
Distributor may reasonably be expected to sell and to pay all fees associated
with said registration. The Fund shall make available to the Distributor such
number of copies of its currently effective prospectus and statement of
additional information as the Distributor may reasonably request. The Fund shall
furnish to the Distributor copies of all information, financial statements and
other papers which the Distributor may reasonably request for use in connection
with the distribution of Shares of the Fund.
         ARTICLE 5.  Compensation and Allocation of Expenses.
         (a) Pursuant to the Fund's Class A Plan of Distribution (the "Retail
Plan") adopted by the Portfolios in accordance with Rule 12b-1 under the 1940
Act, Class A Shares of each Portfolio will pay the Distributor a total fee in
connection with the servicing of shareholder accounts of such class and in
connection with distribution-related services provided in respect of such class,
calculated and payable monthly, at the annual rate of .25% of the value of the
average daily net assets of such class. Pursuant to the Fund's Class D
Distribution Plan (the "Class D Plan" and together with the Retail Plan, the
"Plans"), adopted by the Portfolios in accordance with Rule 12b-1 under the 1940
Act, Class D Shares of each Portfolio will pay the Distributor a total fee in
connection with the servicing of shareholder accounts of





such class and in connection with distribution-related services provided in
respect of such class, calculated and payable monthly, at the annual rate of
 .15% of the value of the average daily net assets of such class. Pursuant to the
Fund's Treasury Reserve Fund Plan of Distribution (the "Treasury Reserve Plan")
adopted by the Portfolios in accordance with Rule 12b-1 under the 1940 Act,
Shares of the Treasury Reserve Fund will pay the Distributor a total fee in
connection with the servicing of shareholder accounts of such Fund and in
connection with distribution-related services provided in respect of such class,
calculated and payable monthly, at the annual rate of .50% of the value of the
average daily net assets of such Fund. All or any portion of the total fee under
the Plans may be payable as a Shareholder Servicing Fee as described in the
Plans, and all or any portion of such total fee may be payable as a Distribution
Fee as described in the Plans, as determined from time to time by the Fund's
Board of Directors. Until further action by the Board of Directors, all of such
fee shall be designated and payable as a Shareholder Servicing Fee. Amounts
payable to the Distributor under the Plans may exceed or be less than the
Distributor's actual Distribution Expenses and Shareholder Servicing Costs as
described in (b) below. In the event such Distribution Expenses and Shareholder
Servicing Costs exceed amounts payable to the Distributor under the Plans, the
Distributor shall not be entitled to reimbursement by the Fund.
         (b) During the period of this Agreement, the Fund shall pay or cause to
be paid all expenses, costs and fees incurred by the Fund which are not assumed
by the Distributor. The Distributor agrees to provide, and shall pay costs which
it incurs in connection with providing, administrative or accounting services to
shareholders of the Class A Shares and Class D Shares of each Portfolio and to
the shareholders of Treasury Reserve Fund (such costs are referred to as
"Shareholder Servicing Costs"). The Distributor shall also pay all of its own
costs incurred in connection with the distribution of the shares of each such
class ("Distribution Expenses"). Distribution Expenses include, but are not
limited to, the following expenses incurred by the Distributor: initial and
ongoing sales compensation (in addition to sales loads) paid to investment
executives of the Distributor and to other broker-dealers and participating
financial institutions which the Distributor has agreed to pay; expenses
incurred in the printing of prospectuses, statements of additional information
end reports used for sales purposes; expenses of preparation and distribution of
sales literature; expenses of advertising of any type; an allocation of the
Distributor's overhead; payments to and expenses of persons who provide support
services in connection with the distribution of Fund shares; and other
distribution-related expenses. Shareholder Servicing Costs include all expenses
of the Distributor incurred in connection with providing administrative or
accounting services to shareholders of each such class, including, but not
limited to, an allocation of the Distributor's overhead and payments made to
persons, including employees of the Distributor, who respond to inquiries of
shareholders regarding their ownership of such classes of shares, or who provide
other administrative or accounting services not otherwise required to be
provided by the applicable Portfolio's investment adviser, transfer agent or
other agent.
         (c) In each year during which this Agreement remains in effect, the
Distributor will prepare and furnish to the Board of Directors of the Fund, on a
quarterly basis, written reports complying with the requirements of Rule 12b-1
under the 1940 Act that set forth the amounts expended under this Agreement and
the Plans on a class by class basis and the purposes for which those
expenditures were made.
         ARTICLE 6. Indemnification of Distributor. The Fund agrees to indemnify
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees and
disbursements incurred in connection therewith), arising by reason of any person
acquiring any Shares, based upon the ground that the registration statement,
prospectus, Shareholder reports or other information filed or made public by the
Fund (as from time to time amended) included an untrue statement of a material
fact or omitted to state a material fact required to be stated or necessary in
order to make the statements made not misleading. However, the Fund does not
agree to indemnify the Distributor or hold it harmless to the extent that the
statements or omission was made in reliance upon, and in conformity with,
information furnished to the Fund by or on behalf of the Distributor.
         In no case (i) is the indemnity of the Fund to be deemed to protect the
Distributor against any liability to the Fund or its Shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Fund to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made





against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Fund in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Fund of any claim shall not relieve the Fund from any liability which
it may have to the Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph.
         The Fund shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Fund elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Fund and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Fund
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Fund does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
         The Fund agrees to notify the Distributor promptly of the commencement
of any litigation or proceedings against it or any of its officers or Directors
in connection with the issuance or sale of any of its Shares.
         ARTICLE 7. Indemnification of Fund. The Distributor covenants and
agrees that it will indemnify and hold harmless the Fund and each of its
Directors and officers and each person, if any, who controls the Fund within the
meaning of Section 15 of the Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith) based upon the 1933 Act or any other statute or common
law and arising by reason of any person acquiring any Shares, and alleging a
wrongful act of the Distributor or any of its employees or alleging that the
registration statement, prospectus, Shareholder reports or other information
filed or made public by the Fund (as from time to time amended) included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon and in conformity
with information furnished to the Fund by or on behalf of the Distributor.
         In no case (i) is the indemnity of the Distributor in favor of the Fund
or any other person indemnified to be deemed to protect the Fund or any other
person against any liability to which the Fund or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Fund or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Fund or upon any person (or after the
Fund or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Fund or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.
         The Distributor shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
         The Distributor agrees to notify the Fund promptly of the commencement
of any litigation or proceedings against it in connection with the issue and
sale of any of the Fund's Shares.
         ARTICLE 8. Effective Date . This Agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force for one
year from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the





Directors of the Fund, or the vote of a majority of the outstanding voting
securities of the Fund, and (ii) the vote of a majority of those Directors of
the Fund who are not parties to this Agreement or the Plans or interested
persons of any such party ("Qualified Directors"), cast in person at a meeting
called for the purpose of voting on the approval. This Agreement shall
automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by The Distributor, by a vote of a majority of
Qualified Directors or by vote of a majority of the outstanding voting
securities of the Fund upon not less than sixty days prior written notice to the
other party.
         ARTICLE 9. Notices. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Fund, attn: Jeff Wilson, 601 Second Avenue South, Minneapolis,
MN 55402; and to its Secretary at the following address: James L. Chosy, 800
Nicollet Mall, Minneapolis, MN 55402; and if to the Distributor, attn: James
Schoenike, 615 East Michigan Street, Milwaukee, WI 53202.
         ARTICLE 10. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Minnesota and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Minnesota, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
         ARTICLE 11. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
         IN WITNESS, the Fund and Distributor have each duly executed this
Agreement, as of the day and year above written.

                                                      FIRST AMERICAN FUNDS, INC.


                                                      By:_______________________

                                                      Attest:___________________

                                                      QUASAR DISTRIBUTORS, LLC


                                                      By:_______________________

                                                      Attest:___________________