exv10w18



 



EXHIBIT 10.18



U.S. BANCORP

EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN



 






 





U.S. BANCORP

EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	ARTICLE I	 	 	DEFINITIONS
	 	 	2	 
	 	1.1	 	 	Definitions
	 	 	2	 
	 	1.2	 	 	Number and Gender
	 	 	6	 
	ARTICLE II	 	 	PARTICIPATION BY SELECTED EMPLOYEES
	 	 	7	 
	 	2.1	 	 	Participation
	 	 	7	 
	 	2.2	 	 	Cessation of Active Participation
	 	 	7	 
	ARTICLE III	 	 	ANNUAL DEFERRALS
	 	 	8	 
	 	3.1	 	 	Deferral Election
	 	 	8	 
	 	3.2	 	 	Effective Deferral Period
	 	 	8	 
	ARTICLE IV	 	 	ACCOUNTS
	 	 	9	 
	 	4.1	 	 	Establishment of Deferred Compensation Accounts
	 	 	9	 
	 	4.2	 	 	Crediting/Debiting of Account
	 	 	9	 
	ARTICLE V	 	 	DISTRIBUTIONS
	 	 	11	 
	 	5.1	 	 	In General
	 	 	11	 
	 	5.2	 	 	Hardship Distributions
	 	 	11	 
	 	5.3	 	 	Distributions to Incompetents
	 	 	11	 
	 	5.4	 	 	Court Ordered Distributions
	 	 	11	 
	 	5.5	 	 	Method of Payment
	 	 	12	 
	 	5.6	 	 	Valuation of Distributions
	 	 	12	 
	 	5.7	 	 	Right to Withhold Taxes
	 	 	12	 
	ARTICLE VI	 	 	BENEFICIARIES
	 	 	13	 
	 	6.1	 	 	Beneficiary Designation
	 	 	13	 
	 	6.2	 	 	No Beneficiary Designation
	 	 	13	 
	ARTICLE VII	 	 	FUNDING AND PARTICIPANT’S INTEREST
	 	 	14	 
	 	7.1	 	 	Plan Unfunded
	 	 	14	 
	 	7.2.	 	 	Interests of Participants Under the Plan
	 	 	14	 
	ARTICLE VIII	 	 	ADMINISTRATION AND INTERPRETATION
	 	 	15	 
	 	8.1	 	 	Administration
	 	 	15	 
	 	8.2	 	 	Interpretation
	 	 	15	 
	 	8.3	 	 	Records and Reports
	 	 	15	 
	 	8.4	 	 	Payment of Expenses
	 	 	15	 
	 	8.5	 	 	Indemnification for Liability
	 	 	15	 
	 	8.6	 	 	Claims Procedure
	 	 	16	 
	ARTICLE IX	 	 	AMENDMENT AND TERMINATION
	 	 	19	 



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	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	 	9.1	 	 	In General
	 	 	19	 
	 	9.2	 	 	Termination After Change in Control
	 	 	19	 
	ARTICLE X	 	 	MISCELLANEOUS PROVISIONS
	 	 	20	 
	 	10.1	 	 	Information to be Furnished by Participants and Beneficiaries
and Inability to Locate
	 	 	20	 
	 	10.2	 	 	Right of the Company to Take Employment Actions
	 	 	20	 
	 	10.3	 	 	No Alienation of Assignment of Benefits
	 	 	20	 
	 	10.4	 	 	Construction
	 	 	21	 
	 	10.5	 	 	Headings
	 	 	21	 
	 	10.6	 	 	Agent for Legal Process
	 	 	21	 
	APPENDIX A	 	 	LIST OF AFFILIATES
	 	 	A-1	 
	APPENDIX B	 	 	MEASUREMENT FUNDS
	 	 	B-1	 



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U.S. BANCORP

EXECUTIVE EMPLOYEES DEFERRED COMPENSATION PLAN



     U.S. Bancorp currently maintains the U.S. Bancorp Corporation Deferred
Compensation Plan (formerly known as the Firstar Corporation Deferred
Compensation Plan and the Star Banc Corporation Deferred Compensation Plan) for
the benefit of its and its Affiliates’ (as hereinafter defined) eligible
executive employees and outside Directors, the U.S. Bancorp Deferred
Compensation Plan and the Mercantile Bancorporation Inc. Voluntary Deferred
Compensation Plan for the benefit of U.S. Bancorp and its Affiliates’ eligible
executive employees (collectively, such plans being referred to as the “Prior
Plans,” and individually, a “Prior Plan”). The purpose of this Plan is to
consolidate the benefits accrued under all such Prior Plans for eligible
executive employees of U.S. Bancorp and its Affiliates into a single deferred
compensation plan, and any benefits provided under this Plan shall be in lieu
of any benefits accrued under any of the Prior Plans. This Plan is intended to
provide specified benefits to a select group of executive management and highly
compensated executive employees who contribute materially to the continued
growth, development and future business success of U.S. Bancorp and its
affiliates. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA. This Plan shall be effective as of January 1, 2004.


 






 



ARTICLE I


DEFINITIONS



     1.1 Definitions. Whenever the following initially capitalized words and
phrases are used in this Plan, they shall have the meanings specified below
unless the context clearly indicates otherwise:



		
	 	     (1) The term “Affiliate” shall mean any corporation, limited
liability company, partnership or other entity designated by the Board or
Committee as an affiliate of the Company and automatically shall include
any “Affiliate,” as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).




		
	 	     (2) The term “Beneficiary” shall mean such person or legal entity as
may be designated by a Participant in accordance with Article VI or
otherwise entitled under Section 6.1 to receive benefits hereunder upon
the death of such Participant.




		
	 	     (3) The term “Board” and “Board of Directors” shall mean the Board
of Directors of the Company.




		
	 	     (4) The term “Change in Control” shall mean any of the following
occurring after the Effective Date:




	 	          	(a)   	The acquisition by any Person (as defined in
Section 1.1(4)(e)(2)) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
35% or more of either (1) the then outstanding shares of
Common Stock (as defined in Section 1.1(4)(e)(1)) (the
“Outstanding Company Common Stock”) or (2) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); provided, however,
that, for purposes of this clause (a), the following
acquisitions shall not constitute a Change in Control: (i)
any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by a
subsidiary of the Company or any employee benefit plan (or
related trust) sponsored or maintained by the Company or a
subsidiary of the Company (a “Company Entity”) or (iv) any
acquisition by any corporation pursuant to a transaction that
complies with clause (i), (ii) or (iii) of this clause (a); or
	 
	 	 	(b)	Individuals who, as of the Effective Date,
constitute the Board of Directors (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board of Directors (except as a result of the death,
retirement or disability of one or more members of the
Incumbent Board); provided, however, that any individual
becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, (1) any such
individual whose initial



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	 	 	 	assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or
removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Incumbent Board, (2) any director
designated by or on behalf of a Person who has entered into
an agreement with the Company (or which is contemplating
entering into an agreement) to effect a Business Combination
(as defined in Section 1.1(4)(c) with one or more entities
that are not Company Entities or (3) any director who serves
in connection with the act of the Board of Directors of
increasing the number of directors and filling vacancies in
connection with, or in contemplation of, any such Business
Combination; or
	 
	 	(c)	 	Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of
common stock or the combined voting power of the then
outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a
result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be,
(2) no Person (excluding any Company Entity or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 35% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (3) at
least a majority of the members of the board of directors of
the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or
	 
	 	(d)	 	Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
	 
	 	(e)	 	For purposes of this Section 1.1(4), the following definitions
shall apply:




	 	(1)	 	“Common Stock” shall mean the common stock of the Company.
	 
	 	(2)	 	“Person” shall be defined as defined
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.



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	 	     (5) The term “Code” shall mean the Internal Revenue Code of 1986, as
amended.




		
	 	     (6) The term “Committee” shall mean the Compensation Committee of
the Board or any other Committee of the Board designated by the Board to
administer the Plan.




		
	 	     (7) The term “Company” shall mean U.S. Bancorp or any successor
thereto.




		
	 	     (8) The term “Compensation,” with respect to a Participant for any
period, shall mean the regular annual salary and annual bonus plan
payments that would have been received from the Employer by a Participant
while an Employee but for any deferral election under this Plan or any
other deferred compensation plan or cafeteria plan sponsored by the
Employer. Compensation for these purposes shall exclude fringe benefits,
relocation expenses, non-monetary awards and automobile allowances
(whether or not any such amounts are included in the Participant’s gross
income).




		
	 	     (9) The term “Deferrals” shall mean (i) that portion of the
Participant’s Compensation that the Participant voluntarily and
irrevocably elects to defer pursuant to Section 3.1 of the Plan in
accordance with a Deferred Compensation Agreement and (ii) any Option
Credits.




		
	 	     (10) The term “Deferred Compensation Account” shall mean the
recordkeeping account established by the Company for each Participant to
which his Deferrals are credited and from which distributions to the
Participant or to his Beneficiary are made.




		
	 	     (11) The term “Deferred Compensation Account Balance” or “Account
Balance” shall mean, with respect to a Participant, the total amount
credited to that Participant’s Deferred Compensation Account. The
“Account Balance” shall be a bookkeeping entry only and shall be utilized
solely as a device for the measurement and determination of amounts to be
paid to a Participant, or such Participant’s Beneficiary, under this
Plan.




		
	 	     (12) The term “Deferred Compensation Agreement” shall mean a
document (or documents) as provided from time to time by the Company or
the Committee pursuant to which a Selected Employee voluntarily enrolls
as a Participant under the Plan and (i) irrevocably elects to defer all
or a portion of his Compensation and/or (ii) elects to surrender a stock
option in exchange for an Option Credit, both pursuant to Section 3.1 of
the Plan. In the case of a Prior Plan Participant (as defined in Section
2.1), “Deferred Compensation Agreement” shall mean a document (or
documents) as provided from time to time from the Company or Committee
pursuant to which such Participant elects to transfer his accrued benefit
under each of the Prior Plans to this Plan and to look solely to this
Plan in satisfaction of the Employer’s obligation under this Plan and any
Prior Plan.




		
	 	     (13) The term “Disability” shall mean a period of disability during
which a Participant qualifies for permanent disability benefits payable
to the Participant under the Company’s long-term disability plan or, if
the Participant does not participate in such a plan, the period of
permanent disability during which the Participant would have



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	 	qualified for permanent disability benefits under such a plan had
the Participant been a participant in such a plan, as determined by the
Committee in its sole discretion. Notwithstanding the foregoing, if a
Participant is a party to an employment agreement with the Employer,
“Disability” shall mean the period of disability described in such
employment agreement.




		
	 	     (14) “Effective Date” shall mean January 1, 2004.




		
	 	     (15) “Employee” shall mean a person who is treated by the Employer
as a common law employee of the Employer.




		
	 	     (16) “Employer” shall mean the Company and any of its Affiliates
that are described in Appendix A and that have adopted the Plan as a
participating employer. For purposes of paragraphs (23) and (27) below,
“Employer” shall mean the Company and any of its Affiliates.




		
	 	     (17) “ERISA” shall mean the Employee Retirement Income Security Act
of 1974, as it may be amended from time to time.




		
	 	     (18) The term “Financial Hardship,” with respect to a Participant,
shall mean a severe financial hardship and unexpected need for cash
resulting from a sudden and unexpected illness or accident of that
Participant, or of a dependent (within the meaning of Code Section
152(a)) of such Participant, loss of such Participant’s property due to
casualty, or such other similar extraordinary and unforeseeable
circumstances or emergencies arising as a result of events beyond the
control of such Participant, all as determined in the sole discretion of
the Committee.




		
	 	     (19) The term “Option Credit” shall mean an amount equal to the
aggregate value of Shares arising out of a surrender of a stock option
that is credited to a Participant’s Deferred Compensation Account
pursuant to the provisions of Section 3.1 hereof or the provisions of a
Stock Incentive Plan.




		
	 	     (20) The term “Participant” shall mean a Selected Employee (i) who
has elected to participate in the Plan and to defer all or a portion of
such Participant’s Compensation and/or to receive Option Credits pursuant
to an executed Deferred Compensation Agreement, and (ii) whose
participation in the Plan has not been terminated.




		
	 	     (21) The term “Plan” shall mean the U.S. Bancorp Executive Employees
Deferred Compensation Plan.




		
	 	     (22) The term “Plan Year” shall mean a calendar year beginning each
January 1 and ending each December 31.




		
	 	     (23) The term “Retirement,” “Retire(s)” or “Retired” shall mean
termination of employment (other than for gross and willful misconduct)
with the Employer on or after attainment of age 591⁄2 with 10 or more
years of employment with the Employer (based on the individual’s latest
date of hire by the Employer) for any reason other than death or
Disability.



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	 	     (24) The term “Selected Employee” shall mean an Employee selected to
participate in this Plan under the provisions of Section 2.1.




		
	 	     (25) The term “Shares” shall mean shares of common stock of the
Company.




		
	 	     (26) The term “Stock Incentive Plan” shall mean a stock incentive
compensation plan maintained by the Company and in which the Participant
is a participant.




		
	 	     (27) The term “Termination of Employment” shall mean the termination
of employment with the Employer, voluntarily or involuntarily, for any
reason other than Retirement or Death.



     1.2 Number and Gender. Whenever any words used herein are in the singular
form, they shall be construed as though they were also used in the plural form
in all cases where they would so apply, and references to the male gender shall
be construed as applicable to the female gender where applicable, and vice
versa.


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ARTICLE II


PARTICIPATION BY SELECTED EMPLOYEES



     2.1 Participation. Participation in the Plan is limited to Employees
designated and selected by the Committee or the Board. A Selected Employee
shall become a Participant in the Plan effective as of the date designated by
the Board or Committee if he is then a Selected Employee but in no event before
execution and delivery by such Selected Employee of a Deferred Compensation
Agreement pursuant to Section 3.1 hereof. Any Selected Employee who was a
participant in any of the Prior Plans on December 31, 2003 (a “Prior Plan
Participant”) shall become a participant in this Plan as of January 1, 2004
provided that such Participant has duly executed and delivered to the Committee
by December 31, 2003 his Deferred Compensation Agreement.


     2.2 Cessation of Active Participation. A Participant who (i) suffers a
Termination of Employment, Retires or dies, or (ii) ceases to be a Selected
Employee shall immediately thereupon cease active participation in the Plan.
Notwithstanding the foregoing, if the Committee determines in good faith that a
Participant is not a member of a select group of management or highly
compensated employees, as membership in such group is determined in accordance
with ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the Committee may, in its
sole discretion, terminate such Participant’s status as a Selected Employee and
distribute such Participant’s vested Deferred Compensation Account Balance to
such Participant immediately thereafter. Nothing in this Plan shall prevent
the Committee from terminating prospectively an individual’s status as a
Selected Employee.


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ARTICLE III


ANNUAL DEFERRALS



     3.1 Deferral Election. On or before December 31 of each calendar year or
if later, within two weeks of the date designated by the Board or Committee as
of which the Selected Employee should become a Participant in the Plan, each
Selected Employee may irrevocably elect, by completing and executing an
appropriate Deferred Compensation Agreement and delivering it to the Committee,
to defer under the Plan any portion up to 100% of such Selected Employee’s
Compensation for the immediately following Plan Year or, if applicable, the
portion of the remaining current Plan Year. In addition, each Selected
Employee may (except as explicitly provided to the contrary in such option)
surrender all or any portion of any vested but unexercised stock option and,
upon the surrender and cancellation of such option or portion thereof, the
Company will credit the Participant’s Deferred Compensation Account with an
amount (the “Option Credit”) equal in value to the excess of (i) the value of
the Shares subject to such option as to which the Participant surrenders his or
her right to exercise such option over (ii) the related exercise price of such
option for such Shares. Notwithstanding the foregoing, in no event shall the
Deferrals of a Participant for any Plan Year be less than $1,000.00.


     3.2 Effective Deferral Period. A Selected Employee’s deferral election
under Section 3.1 with respect to such Selected Employee’s Compensation and/or
any surrender of an option or portion thereof for an Option Credit shall be
effective and irrevocable upon delivery of an applicable Deferred Compensation
Agreement to the Committee or the Company.


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ARTICLE IV


ACCOUNTS



     4.1 Establishment of Deferred Compensation Accounts. For purposes of the
Plan, the Company shall cause a separate Deferred Compensation Account to be
established in the name of each Participant. Each Prior Plan Participant shall
receive a credit to such Participant’s Deferred Compensation Account at the
beginning of January 1, 2004 equal to the sum of the amounts credited to such
Participant’s accounts under each Prior Plan on December 31, 2003 and such
amounts shall be thereafter adjusted in accordance with Section 4.2 and
administered in accordance with the terms of this Plan. The Deferrals of a
Participant shall be credited to such Participant Deferred Compensation Account
as of the date such Deferrals would have otherwise been paid to such
Participant if they were not deferred. All amounts credited to a Participant’s
Deferred Compensation Account shall be adjusted in the manner determined under
Section 4.2.


     4.2 Crediting/Debiting of Account. In accordance with, and subject to,
the rules and procedures that are established from time to time by the
Committee, in its sole discretion, a Participant’s Deferred Compensation
Account Balance shall be adjusted in accordance with the following rules:



		
	 	     (a) Election of Measurement Funds. Each Selected Employee or Prior
Plan Participant shall elect on his Deferred Compensation Agreement the
Measurement Fund(s) that will be used to determine the amounts to be
credited to or debited from his Deferred Compensation Account for the
applicable Plan Year or portion thereof in which the Selected Employee or
Prior Plan Participant commences participation in the Plan and continuing
thereafter for each subsequent Plan Year in which such Selected Employee
or Participant participates in the Plan, unless changed in accordance
with the next sentence. Commencing with the first calendar quarter
beginning after a Participant’s commencement of participation in the Plan
and continuing thereafter for each calendar quarter in which the
Participant participates in the Plan, but no later than the last business
day of the applicable calendar quarter, the Participant may (but is not
required to) elect, by submitting a Balance Transfer Direction Form to
the Committee that is accepted and approved by the Committee, to change
the Measurement Fund(s) to be used to determine the amounts to be
credited to or debited from such Participant’s Deferred Compensation
Account. If an election is made in accordance with the previous
sentence, it shall apply to the first day of the calendar quarter
following the date of receipt and shall continue thereafter for each
subsequent calendar quarter in which the Participant participates in the
Plan, unless changed in accordance with the previous sentence.




		
	 	     (b) Proportionate Allocation. Any election under Section 4.2(a)
above shall result in 100% of a Participant’s Deferred Compensation
Account Balance being allocated among the Measurement Fund(s) elected by
the Participant as if the Participant
was making an actual investment in the Measurement Fund(s) equal to
the portion of such Participant’s Deferred Compensation Account Balance
allocated to such Measurement Fund(s).



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	 	     (c) Measurement Funds. A Participant must elect at least one of the
Measurement Funds described in Appendix B for the purpose of determining
the manner in which such Participant’s Deferred Compensation Account
Balance is to be adjusted. The Measurement Funds established by the
Committee and described in Appendix B shall include a Company stock fund,
which will be invested in Shares, mutual funds selected and approved by
the Committee and a money market fund selected and approved by the
Committee. The Committee shall duly consider, but is not required to
approve, the Participant’s requested election of the Measurement Fund or
Funds or the Participant’s requested change in the Measurement Fund or
Funds. In all events, the Participant’s Deferred Compensation Account
Balance shall be determined by reference to such Measurement Fund(s) as
the Committee shall have selected from time to time with respect to the
Participant’s Deferred Compensation Account Balance. As necessary, the
Committee may, in its sole discretion, discontinue, substitute or add a
Measurement Fund(s). Each such action will take effect as of the first
day of the earliest calendar quarter that follows by at least 30 days the
day on which the Committee gives Participant’s advance written notice of
such change.




		
	 	     (d) Crediting or Debiting Method. The performance of the elected
Measurement Fund(s) (either positive or negative) will be determined by
the Committee, in its sole discretion, based on the performance of the
Measurement Fund(s) itself (taken into account the reinvestment of
dividends, capital gains and interest income distributions therefrom). A
Participant’s Deferred Compensation Account Balance shall be debited or
credited on a daily basis, based on the performance of the applicable
Measurement Fund(s) (at the closing price on such day) selected by the
Participant, as determined by the Committee in its sole discretion, as
though (i) the Participant’s Deferred Compensation Account Balance was
invested in the Measurement Fund(s) in the manner selected by the
Participant as of the close of business on each day on which the New York
Stock Exchange is open for business (at the closing price on such day);
(ii) any Deferrals credited to the Participant’s Deferred Compensation
Account on that day were invested in the Measurement Fund(s) (at the
closing price on such day) selected by the Participant as of the close of
that day; and (iii) any distribution made to a Participant that decreases
such Participant’s Deferred Compensation Account Balance ceased to be
invested in the applicable Measurement Fund(s) (at the closing price on
such date) as of the day on which such distribution occurred.




		
	 	     (e) No Actual Investments. Notwithstanding any other provision of
this Plan that may be interpreted to the contrary, the Measurement Funds
are to be used for measurement purposes only, and a Participant’s
election or deemed election of any such Measurement Fund(s), the
allocation of his or her Deferred Compensation Account Balance thereto,
the calculation of additional amounts and the crediting or debiting of
such amounts to a Participant’s Deferred Compensation Account Balance
shall not be considered or construed in any manner as an actual
investment of such Participant’s Deferred Compensation Account Balance in
any such Measurement Fund. If the Company decides to invest funds in any
or all of the Measurement Funds, no Participant shall have any rights in
or to such investments themselves. Without limiting the foregoing, a
Participant’s Deferred Compensation Account Balance shall at all times be
a bookkeeping entry only and shall not represent any investment made on
such
Participant’s behalf by the Company. The Participants shall, at all
times, remain unsecured creditors of the Company.



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ARTICLE V


DISTRIBUTIONS



     5.1 In General. Except as otherwise provided in this Article V, the
Deferred Compensation Account Balance of a Participant shall be payable to such
Participant (or, in the case of the death of a Participant, his Beneficiary) as
soon as practicable after the earliest of his Retirement, death or Termination
of Employment with the Company. Notwithstanding any other provision of the
Plan to the contrary, a Participant may elect to change the manner and the time
of distribution of such Participant’s Deferred Compensation Account Balance at
any time preceding the twelve (12)-month period preceding such Participant’s
Termination of Employment or Retirement.


     5.2 Hardship Distributions. At any time before payment in full of amounts
credited to the Deferred Compensation Account of a Participant, the Participant
may submit a written request to the Committee for the distribution of all or a
portion of such Participant’s Deferred Compensation Account Balance because of
a Financial Hardship. In response thereto, the Committee shall have the
authority to determine, in its sole discretion, that payments should be made in
any manner the Committee deems appropriate, in whole or in part, on any other
date or dates in order to alleviate a Financial Hardship of such Participant.


     5.3 Distributions to Incompetents. If the Committee determines, in its
discretion, that a payment under the Plan is to be made to a minor, a person
declared incompetent or to a person incapable of handling his or her property,
the Committee may direct such payment to the guardian, legal representative or
person having the care and custody of such minor, incompetent or incapable
person. The Committee may require proof of minority, incompetence, incapacity
or guardianship, as it may deem appropriate prior to making such payment. Any
such payment shall be a payment for the account of the Participant and a
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.


     5.4 Court Ordered Distributions. The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee with respect to the Plan has been named as a party. In addition, if
a court determines that a spouse or former spouse of a Participant has an
interest in the Deferred Compensation Account of a Participant under the Plan
in connection with a
property settlement or otherwise, the Committee, in its sole discretion,
shall have the right, notwithstanding any election made by a Participant, to
immediately distribute the interest of such spouse or former spouse in the
Deferred Compensation Account of a Participant to such spouse or former spouse
as determined by such court.


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     5.5 Method of Payment. Unless otherwise elected by a Participant in a
Deferred Compensation Agreement and unless otherwise described below,
distributions of such Participant’s Deferred Compensation Account Balance shall
be made in cash or in property consisting of the Measurement Fund(s) most
recently approved to be used for determining the amounts to credited or debited
from such Participant’s Deferred Compensation Account, as elected by the
Participant and approved by the Committee. If the Participant suffers a
Termination of Employment or dies, payment of such Participant’s Deferred
Compensation Account Balance shall be paid in a lump sum to such Participant or
such Participant’s Beneficiary, as applicable, as soon as administratively
feasible thereafter. If the Participant Retires, payment of such Participant’s
Deferred Compensation Account Balance shall be paid in a single lump sum or
annual installments over a five-year, ten-year, fifteen-year or twenty-year
period or such other form of payment authorized by the Committee from time to
time, as requested by the Participant and approved by the Committee.
Notwithstanding the foregoing, any lump sum distributions of the Deferred
Compensation Account Balance of a Participant that reflects a deemed investment
in the Company stock fund shall (unless otherwise determined by the Committee)
be distributed in Shares, except that any deemed fractional Shares shall be
paid in cash. In addition, notwithstanding the foregoing, any portion of a
Participant’s Deferred Compensation Account Balance that is attributable to
Option Credits shall be distributed in Shares.


     5.6 Valuation of Distributions. All distributions under the Plan shall be
based upon a Participant’s Deferred Compensation Account Balance as of the end
of the day immediately preceding the date of distribution.


     5.7 Right to Withhold Taxes. To the extent required by law in effect at
the time a distribution is made from the Plan, the Company or its agents shall
have the right to withhold or deduct from any distributions or payments any
taxes required to be withheld by federal, state or local governments. In
addition, the Company shall withhold from a Participant’s nondeferred
compensation, any applicable payroll taxes that may be due at the time any
Deferral was made under the Plan.


-12-






 



ARTICLE VI


BENEFICIARIES



     6.1 Beneficiary Designation. Each Participant from time to time may
designate any person or persons (who may be named contingently or successively)
to receive such benefits as may be payable under the Plan upon or after the
death of a Participant, and such designation may be changed from time to time
by the Participant by filing a new designation. Each designation shall revoke
all prior designations by such Participant, shall be in a form prescribed by
the Company, and shall be effective only when filed in writing with the Company
during the Participant’s lifetime.


     6.2 No Beneficiary Designation. In the absence of a valid Beneficiary
designation, or if, at the time any Plan payment is due to a Beneficiary, there
is no living Beneficiary validly named by the Participant, the Company shall
pay any such Plan payment to the Participant’s spouse, or, if none, to the
Participant’s lawful issue, per stirpes or, if none to the Participant’s
estate. In determining the existence or identity of anyone entitled to receive
a Plan payment as aforesaid, or if a dispute arises with respect to any such
payment, then, notwithstanding the foregoing, the Company, in its sole
discretion, may distribute such payment to the estate of the Participant
without liability for any taxes or other consequences that might flow
therefrom, or may take such other action as the Company deems to be
appropriate.


-13-






 



ARTICLE VII


FUNDING AND PARTICIPANT’S INTEREST



     7.1 Plan Unfunded. The Plan shall be unfunded and no trust or special
deposit shall be created, or deemed to be created, by the Plan or the Company.
The crediting of amounts to the Deferred Compensation Account of a Participant
shall be made through recordkeeping entries. No actual funds or Shares shall
be segregated, reserved, or otherwise set aside; provided, however, that
nothing herein shall prevent the Company from establishing one or more grantor
trusts from which distributions due under the Plan may be paid. All
distributions shall be paid by the Company from its general assets and a
Participant or a Beneficiary shall have the rights of a general, unsecured
creditor against the Company for any distributions due hereunder. The benefits
provided to Participants under the Plan constitute a mere promise by the
Company to make such payments in the future.


     7.2. Interests of Participants Under the Plan. Each Participant has an
interest only in the cash value of his Deferred Compensation Account. No
Participant shall have any right or interest in any specific fund, stock or
securities.


-14-






 



ARTICLE VIII


ADMINISTRATION AND INTERPRETATION



     8.1 Administration. The Plan shall be administered by the Committee,
which may delegate its duties to one or more employees of the Company. The
Committee has, to the extent appropriate and in addition to the powers
described elsewhere in the Plan, full discretionary authority to construe and
interpret the terms and provision of the Plan; to make factual determinations
concerning a Participant’s eligibility for benefits under the Plan and other
administrative matters relating to a Participant’s Deferred Compensation
Account; to adopt, alter and repeal administrative rules, guidelines and
practices governing the Plan; to perform all acts, including the delegation of
its administrative responsibilities to advisors or other persons who may or may
not be employees of the Company; and to rely upon the information or opinions
of legal counsel or experts selected to render advice with respect to the Plan,
as it shall deem advisable, with respect to the administration of the Plan.


     8.2 Interpretation. The Committee may take any action, correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or in
any election hereunder, in the manner and to the extent it shall deem necessary
to carry the Plan into effect or to carry out the Board’s purposes of the Board
in adopting the Plan. Any decision, interpretation or other action made or
taken by the Committee arising out of or in connection with the Plan, shall be
within the absolute discretion of the Committee, and shall be final, binding
and conclusive on the Company as well as all Participants, Beneficiaries and
their respective heirs, executors, administrators, successors and assigns. The
determinations by the Committee with respect to the Plan need not be uniform,
and may be made selectively among Employees, whether or not they are similarly
situated.


     8.3 Records and Reports. The Committee shall keep a record of proceedings
and actions and shall maintain or cause to be maintained all such books of
account, records, and other data as shall be necessary for the proper
administration of the Plan. Such records shall contain all relevant data
pertaining to individual Participants and their rights under the Plan.


     8.4 Payment of Expenses. The Company shall bear all expenses incurred by
it and by the Committee in administering the Plan.


     8.5 Indemnification for Liability. The Company shall indemnify the
Committee, and the employees of the Company to whom the Committee delegates
duties under the Plan
against any and all claims, losses, damages, expenses and
liabilities arising from their responsibilities in connection with the Plan.


-15-






 


     8.6 Claims Procedure. A Participant or Beneficiary who believes he is
entitled to a benefit under the Plan shall file a written claim with the
Committee. If such claim is denied in whole or in part, the Committee shall
notify (in writing or electronically) such Participant or Beneficiary
(hereinafter referred to as the “Claimant”) or an authorized representative of
the Claimant, as applicable, of any adverse benefit determination (within the
meaning of DOL Reg. Section 2560.503-1(m)(4)) concerning such claim within
ninety (90) days (forty-five (45) days for disability benefit claims) of
receipt of the claim. If the Committee determines that special circumstances
require an extension of time for processing the claim, the Committee shall
notify the Claimant in writing of the extension before the end of the initial
ninety (90)-day period (forty-five (45)-day period for disability benefit
claims) and the written notice shall indicate the special circumstances
requiring an extension of time and the date by which the Committee expects to
make a decision. The extension of time shall not exceed ninety (90) days
(thirty (30) days for disability benefit claims) from the end of the initial
ninety (90)-day period (forty-five (45)-day period for disability benefit
claims).

     If the claim is a disability benefit claim and before the end of the
initial thirty (30)-day extension period the Committee determines that due to
matters beyond its control a decision cannot be rendered within the extension
period, the Committee may extend the time for processing a Claimant’s claim for
an additional thirty (30) days provided that the Committee informs the Claimant
in writing before the expiration of the first thirty (30)-day extension period
of the circumstances requiring the extension and the date as of which the
Committee expects to render a decision. Any extension notice concerning a
disability benefit claim will also explain the standards on which entitlement
to a benefit is based, the unresolved issues that prevent a decision on the
claim and the additional information needed to resolve those issues. Further,
the Claimant shall be given forty-five (45) days to provide the specified
information.

     Any adverse benefit determination notice shall describe the specific
reason or reasons for the denial, refer to the specific Plan provisions on
which the termination was based, describe any additional material or
information necessary for the Claimant to perfect his claim and explain why
that material or information is necessary, describe the Plan’s review
procedures and the time limits applicable to those procedures, including a
statement of the Claimant’s right to bring a
civil action under ERISA Section 502(a) following a denial upon review
and, for disability benefit claims, include a statement that a rule, guideline,
protocol or other similar criterion was relied upon in making the adverse
determination and that a copy of that rule, guideline, protocol or other
criterion will be provided free of charge to such Claimant upon request (if an
internal rule, guideline, protocol


-16-






 


or other similar criterion was relied upon
in making the adverse determination) or a statement that an explanation of the
scientific or clinical judgment for the determination applying the terms of the
Plan to the Claimant’s medical circumstances will be provided free of charge
upon request (if the adverse benefit determination is based on a medical
necessity or experimental treatment or similar exclusion or limit). If the
notification is made electronically, it must comply with DOL. Reg. Section
2520.104b-(1)(c)(1)(i), (iii) and (iv).

     Upon receipt of an adverse benefit determination, a Claimant may, within
sixty (60) days (one hundred eighty (180) days for disability benefit claims)
after receiving notification of that determination, submit a written request
asking the Committee to review the Claimant’s claim. Each Claimant, when
making his request for review of his adverse benefit determination, shall have
the opportunity to submit written comments, documents, records and any other
information relating to the claim for benefits. Each Claimant shall also be
provided, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to such Claimant’s claim
for benefits. The review shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim,
regardless of whether the information was submitted or considered in the
initial benefit determination. For disability benefit claims, the review will
not afford deference to the initial adverse benefit determination and will be
conducted by an appropriate named fiduciary of the Plan who is neither the
individual who made the adverse benefit determination that is the subject of
the appeal or a subordinate of that individual. In deciding an appeal of any
adverse benefit determination concerning a disability benefit claim that is
based in whole or in part on a medical judgment, the appropriate named
fiduciary shall (i) consult with a healthcare professional who has appropriate
training and experience in the field of medicine involved in the medical
judgment and (ii) allow for the identification of medical or vocational experts
whose advice was obtained on behalf of the Plan in connection with the
Claimant’s adverse benefit determination, without regard to whether the advice
was relied upon in making the benefit determination, and the healthcare
professional engaged for purposes of the consultation described above will be
an individual who is neither an individual who is consulted in connection with
the adverse benefit determination that is the subject of the appeal or a
subordinate of that individual. If a Claimant does not submit his request for
review in writing within the sixty (60)-day period (one hundred
eighty (180)-day period for disability benefit claims) described above,
his claim shall be deemed to have been conclusively determined for all purposes
of the Plan and the adverse benefit determination will be deemed to be correct.


-17-






 


     If the Claimant submits in writing a request for review of the adverse
benefit determination within the sixty (60)-day period (one hundred eighty
(180)-day period for disability benefit claims) described above, the Committee
shall notify (in writing or electronically) him of its determination on review
within a reasonable period of time but not later than sixty (60) days
(forty-five (45)-days for disability claims) from the date of receipt of his
request for review, unless the Committee determines that special circumstances
require an extension of time. If the Committee determines that an extension of
time for processing a Claimant’s request for review is required, the Committee
shall notify him in writing before the end of the initial sixty (60)-day period
(forty-five (45)-day period for disability claims) and inform him of the
special circumstances requiring an extension of time and the date by which the
Committee expects to render its determination on review. The extension of time
will not exceed sixty (60) days (forty-five (45)-days for disability claims)
from the end of the initial sixty (60)-day period (forty-five (45)-day period
for disability claims).

     If the Committee confirms the adverse benefit determination upon review,
the notification will describe the specific reason or reasons for the adverse
determination, refer to the specific Plan provisions on which the benefit
determination is based, include a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to the Claimant’s claim,
include a statement describing the Claimant’s right to bring an action under
ERISA Section 502(a), for disability benefit claims include a statement that a
rule, guideline, protocol, or other similar criterion was relied upon in making
the adverse determination and that a copy of the rule, guideline, protocol or
other similar criterion will be provided free of charge to the Claimant upon
request (if an internal rule, guideline, protocol or other similar criterion
was relied upon in making the adverse determination), a statement that an
explanation of the scientific or clinical judgment for the determination will
be provided free of charge upon request (if the adverse benefit determination
is based on a medical necessity or experimental treatment or similar exclusion
or limit) and the any other required information under DOL Reg. Section
2560.503-1. In all events, the claims procedure described above shall be
administered in a manner not inconsistent with ERISA Section 503 and DOL Reg.
Section 2560.503-1.


-18-






 


ARTICLE IX

AMENDMENT AND TERMINATION



     9.1 In General. Subject to Section 9.2 hereof, the Company may at any
time amend or terminate any or all of the provisions of the Plan in any manner;
provided, however, that in no event shall any such amendment or termination
adversely affect the right of any Participant or Beneficiary to a payment under
the Plan on the basis of amounts allocated to the Deferred Compensation Account
of a Participant. In the event that the Plan is discontinued with respect to
future Deferrals or terminated, each Participant’s Deferred Compensation
Account Balance shall be distributed in accordance with Article V.


     9.2 Termination After Change in Control. Notwithstanding the foregoing,
the Company shall not amend or terminate the Plan without the prior written
consent of all Participants for a period of two calendar years following a
Change in Control.


-19-






 



ARTICLE X


MISCELLANEOUS PROVISIONS



     10.1 Information to be Furnished by Participants and Beneficiaries and
Inability to Locate. Any communication, statement or notice addressed to a
Participant or to a Beneficiary at his last post office address as shown on the
records of the Company shall be binding on the Participant or Beneficiary for
all purposes of the Plan. Neither the Company nor the Committee shall be
obliged to search for any Participant or Beneficiary beyond the sending of a
certified or registered mail letter to such last known address. If the Company
or the Committee notifies any Participant or Beneficiary that he is entitled to
an amount under the Plan and the Participant or Beneficiary fails to claim such
amount or make his location known to the Company or the Committee within three
years thereafter, then, except as otherwise required by law, if the location of
one or more of the next of kin of the Participant is known to the Company or
the Committee, the Company or the Committee may direct distribution of such
amount to any one or more or all of such next of kin, and in such proportions
as the Company or the Committee, in its sole discretion, determines. If the
location of none of the foregoing persons can be determined, the Company or the
Committee shall have the right to direct that the amount payable shall be
deemed to be a forfeiture.


     10.2 Right of the Company to Take Employment Actions. The maintenance of
the Plan shall not be deemed to constitute a contract between the Company and
any Employee, or to be a consideration for, or an inducement or condition of,
the employment of any Employee. Nothing herein contained, or any action taken
hereunder, shall be deemed to give an Employee the right to be retained in the
employ of the Company or to interfere with the right of the Company to
discipline or discharge an Employee at any time, nor shall it be deemed to give
to the Company the right to require the Employee to remain in its employ, nor
shall it interfere with any rights of the Employee to terminate his employment
at any time.


     10.3 No Alienation of Assignment of Benefits. The rights and interest of
a Participant under the Plan shall not be assigned or transferred, either
voluntarily or by operation of law or otherwise, except as otherwise provided
herein, and the rights of a Participant to payments under the Plan shall not be
subject to alienation, attachment, execution, levy, pledge or garnishment by or
on behalf of creditors (including heirs, beneficiaries, or dependents) of the
Participant or a Beneficiary.


-20-






 


     10.4 Construction. All legal questions pertaining to the Plan shall be
determined in accordance with the laws of the State of Minnesota, to the extent
such laws are not superseded by ERISA or any other federal law.


     10.5 Headings. The headings of the Articles and Sections of the Plan are
for reference only. In the event of a conflict between a heading and the
contents of an Article or Section, the contents of the Article or Section shall
control.


     10.6 Agent for Legal Process. The Company shall be the agent for service
of legal process with respect to any matter concerning the Plan, unless and
until the Company designates some other person as such agent.


     Executed at
________________________, this _____ day of ____________, _____.



	 	 	 	 	 
	 	 	
U. S. BANCORP
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Title:	 	 
	 	 	 	 	




-21-






 


APPENDIX A



List of Affiliates



(As of November 1, 2003)




	 	 	 	 	 
	CC Management Inc.
	 	 	36-4477930	 
	First Security Investor Reporting
	 	 	36-3900357	 
	Housing Capital Company
	 	 	94-3206669	 
	Key Merchant Services LLC
	 	 	58-2359974	 
	Lyon Financial Services Inc.
	 	 	41-1400571	 
	Nova Information Systems
	 	 	58-1916822	 
	Quasar Dist. LLC
	 	 	39-1982827	 
	Rocky Mountain BankCard System Inc.
	 	 	84-1010148	 
	U.S. Bancorp Asset Management Inc.
	 	 	41-2003732	 
	U.S. Bancorp Card Services Inc.
	 	 	41-1558798	 
	U.S. Bancorp Consumer Finance of Kentucky
	 	 	61-0902130	 
	U.S. Bancorp Equipment Finance Inc.
	 	 	93-0594454	 
	U.S. Bancorp Fund Services LLC
	 	 	39-1939072	 
	U.S. Bancorp Insurance Services LLC
	 	 	39-1914078	 
	U.S. Bancorp Investments Inc.
	 	 	84-1019337	 
	U.S. Bancorp Licensing
	 	 	41-1970658	 
	U.S. Bancorp Oliver Allen Technology Leasing
	 	 	94-2234252	 
	U.S. Bancorp Service Center
	 	 	45-0442309	 
	U.S. Bank National Association
	 	 	31-0841368	 
	U.S. Bank National Association ND
	 	 	41-1881896	 
	U.S.
Bank Trust National Association SD
	 	 	41-1973763	 
	Voyager Fleet Systems Inc.
	 	 	76-0476053	 
	U.S. Bancorp Service Providers, LLC
	 	 	39-2019998	 




	 	 	 	 	 	 	 
	Date:	 	 	 	 	 	 
	 	 	

	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	Title:	 	 



A-1






 



APPENDIX B



Measurement Funds



(As of November 1, 2003)



First American Prime Obligations

First American Short Term Bond Fund

First American Intermediate Government Bond Fund

First American Core Bond Fund

First American Mid Cap Growth Opportunity

First American Mid Cap Value Fund

First American Equity Index Fund

First American Large Cap Value Fund

First American Large Cap Growth Opportunity Fund

First American Small Cap Value Fund

First American Small Cap Growth Opportunity Fund

First American Strategy Growth and Income Allocation Fund



U.S. Bancorp Stock



	 	 	 	 	 	 	 
	Date:	 	 	 	COMMITTEE
	 	 	

	 	 	 	 
	 	 	 	 	By:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	





B-1