exv10w1







Exhibit 10.1



NOTE: Performance restricted stock unit awards were made to certain members of the Managing
Committee (“Participants”) of U.S. Bancorp (the “Company”) on February 16, 2010 (the “Grant Date”).
Each of such Awards will have the terms and conditions set forth in the Participant’s award
summary (the “Award Summary”), which can be accessed on the Citigroup/Smith Barney Benefit Access
Website at www.benefitaccess.com. The Award Summary may be viewed at any time on this Website, and
the Award Summary may also be printed out. In addition to the individual terms and conditions set
forth in the Award Summary, each performance restricted stock unit award will have the terms and
conditions set forth in the form of Performance Restricted Stock Unit Award Agreement below. As a
condition of each performance restricted stock unit award, Participant accepts the terms and
conditions of the Performance Restricted Stock Unit Award Agreement and the Award Summary.




U.S. BANCORP

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT



THIS AGREEMENT, together with the Award Summary and Exhibit A hereto which are incorporated herein
by reference (collectively, the “Agreement”), sets forth the terms and conditions of a performance
restricted stock unit award representing the right to receive shares of common stock of the
Company, par value $0.01 per share (the “Common Stock”). The Agreement is issued pursuant to the
Company’s 2007 Stock Incentive Plan (the “Plan”) and is subject to its terms. Capitalized terms
that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.



The Company and Participant agree as follows:





	1.	 	Award
	 
	 	 	Subject to the terms and conditions of the Plan and the Agreement, the Company grants
to Participant a performance restricted stock unit award entitling Participant to the
number of performance restricted stock units (the “Units”) set forth in Participant’s
Award Summary. Each Unit represents the right to receive one share of Common Stock,
subject to the vesting requirements and distribution provisions of this Agreement and
the terms of the Plan. The shares of Common Stock distributable to Participant with
respect to the Units granted hereunder are referred to as the “Shares.”






	2.	 	Vesting; Forfeiture






	 	(a)	 	Performance Based Vesting Condition; Forfeiture. Except as otherwise provided
in Sections 2(e) and (f), (i) none of the Shares shall vest at any time, unless the
Company achieves or exceeds the Peer Group ROE Ranking Target (as defined in Exhibit
A), and (ii) if the Company does not achieve or exceed the Peer Group ROE Ranking
Target, all of the Units shall be immediately and irrevocably forfeited as of the
Determination Date (as defined below). The performance period to be used for
determining whether or not the Company has achieved or exceeded the Peer Group ROE
Ranking Target is specified in Exhibit A and is referred to herein as the “Performance
Period,” and the date on which such




 









 






	 	 	 	determination will be made is specified in Exhibit
A and is referred to herein as the “Determination Date.”






	 	(b)	 	Time Based Vesting Condition; Forfeiture. Subject to Section 2(a), 50% of the
Units shall vest on the third anniversary of the Grant Date (the “First Scheduled
Vesting Date”), an additional 25% of the Units shall vest on the fourth anniversary of
the Grant Date (the “Second Scheduled Vesting Date”), and the remaining 25% of the
Units shall vest on the fifth anniversary of the Grant Date (the “Third Scheduled
Vesting Date,” and, together with the First Scheduled Vesting Date and the Second
Scheduled Vesting Dates, the “Scheduled Vesting Dates”). Except as otherwise provided
in this Section 2, if Participant ceases to be an employee of the Company or any
Affiliate prior to vesting of any Units on a Scheduled Vesting Date, all of
Participant’s unvested Units shall be immediately and irrevocably forfeited as of the
date on which Participant’s employment is terminated.
	 
	 	(c)	 	Continued Vesting Upon Termination of Employment due to Retirement. Subject to
Section 2(a), if Participant ceases to be an employee of the Company or any Affiliate
prior to the First Scheduled Vesting Date by reason of Retirement (as defined below),
then a Pro Rata Portion (as defined below) of the Units shall become vested on such
First Scheduled Vesting Date. Subject to Section 2(a), if a Participant ceases to be
an employee of the Company after the First Scheduled Vesting Date but prior to the
Second Scheduled Vesting Date by reason of Retirement, then additional Units shall
become vested on the Second Scheduled Vesting Date so that the total number of
Participant’s vested Units (including any Units that became vested on the First
Scheduled Vesting Date) is equal to a Pro Rata Portion of the Units. Subject to
Section 2(a), if Participant ceases to be an employee of the Company after the Second
Scheduled Vesting Date but prior to the Third Scheduled Vesting Date by reason of
Retirement, then additional Units shall become vested on the Third Scheduled Vesting
Date so that the total number of Participant’s vested Units (including any Units that
became vested on the First Anniversary Date and the Second Anniversary Date) is equal
to a Pro Rata Portion of the Units. For purposes of this Section 2(c), “Pro Rata
Portion” means (a) the number of Units awarded to Participant, multiplied by an amount
equal to (b) (i) the number of full calendar months Participant was employed by the
Company or any Affiliate from the Grant Date to the date of Retirement, divided by (ii)
60, and “Retirement” means termination of employment by a Participant who is age 59 1/2
or older.
	 
	 	(d)	 	Continued Vesting Upon Termination of Employment Due to Disability. Subject to
Section 2(a), if Participant ceases to be an employee of the Company or any Affiliate
by reason of Disability (as defined below), the Units shall not be forfeited, but shall
continue to vest in accordance with Section 2(b) as though such termination of
employment had never occurred. For purposes of this Section 2(d), “Disability” means
leaving active employment with the Company and qualifying and receiving disability
benefits under the Company’s long-term disability programs in effect from time to time.




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	 	(e)	 	Acceleration of Vesting Upon Death. If Participant ceases to be an employee by
reason of death, or if Participant dies after termination of employment with the
Company or an Affiliate due to Disability or Retirement but prior to any Scheduled
Vesting Date, then the Units will become vested in accordance with this Section 2(e).
If such death occurs prior to the last day of the Performance
Period, then all of the Units will vest upon Participant’s death, whether or not the
Peer Group ROE Ranking Target is achieved or exceeded by the Company. If the death
occurs on or after the last day of the Performance Period, then all of the Units
will vest upon Participant’s death, but only if the Peer Group ROE Ranking Target
has been achieved or exceeded by the Company.
	 
	 	(f)	 	Acceleration of Vesting Upon Qualifying Termination. If Participant has been
continuously employed by the Company or any Affiliate of the Company until the date of
a Qualifying Termination (as defined below), then immediately upon such Qualifying
Termination Participant shall be vested in the number of Units determined in accordance
with this Section 2(f). If the Qualifying Termination occurs on or after December 31,
2010 and prior to the last day of the Performance Period, all of the Units shall vest,
but only if the Alternative Peer Group ROE Ranking Target (as defined in Exhibit A) has
been achieved or exceeded by the Company. If the Qualifying Termination occurs on or
after the last day of the Performance Period, all of the Units will vest upon such
Qualifying Termination but only if the Peer Group ROE Ranking Target has been achieved
or exceeded by the Company. If the Qualifying Termination occurs prior to December 31,
2010, no Units shall vest at any time. For purposes of this Section 2(f), the
following terms shall have the following definitions:






	 	(i)	 	“Announcement Date” shall mean the date of the public
announcement of the transaction, event or course of action that results in a
Change in Control.
	 
	 	(ii)	 	“Cause” shall mean (A) the continued failure by Participant to
substantially perform Participant’s duties with the Company or any Affiliate
(other than any such failure resulting from Participant’s Disability (as
defined in Section 2(c)), after a demand for substantial performance is
delivered to Participant that specifically identifies the manner in which the
Company believes that Participant has not substantially performed Participant’s
duties, and Participant has failed to resume substantial performance of
Participant’s duties on a continuous basis, (B) gross and willful misconduct
during the course of employment (regardless of whether the misconduct occurs on
the Company’s premises), including, without limitation, theft, assault,
battery, malicious destruction of property, arson, sabotage, embezzlement,
harassment, acts or omissions which violate the Company’s rules or policies
(such as breaches of confidentiality), or other conduct which demonstrates a
willful or reckless disregard of the interests of the Company or its Affiliates
or (C) Participant’s conviction of a crime (including, without limitation, a
misdemeanor offense) which impairs Participant’s ability substantially to
perform Participant’s duties with the Company.




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	 	(ii)	 	“Change in Control” shall mean any of the following events
occurring after the date of this Agreement (but only if such event also
constitutes a change in ownership or effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company,
within the meaning of Section 409A of the Code):






	 	(A)	 	The acquisition by any Person (as defined in
Section 2(b)(vi)) 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 (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 which
complies with clause (i), (ii) or (iii) of this clause (A); or
	 
	 	(B)	 	Individuals who, as of the Grant Date,
constitute the Company’s 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 date of this Agreement 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 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 2(b)(iv)(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 




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	 	 	 	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
which 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.






	 	(iii)	 	“Notice of Termination” shall mean a written notice which sets
forth the date of termination of Participant’s employment.
	 
	 	(iv)	 	“Person” shall be defined as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act.
	 
	 	(v)	 	“Qualifying Termination” shall mean: (A) a termination of
Participant’s employment with the Company or its Affiliates by the Company for
any reason other than Cause within 12 months following a Change in Control;
provided, however, that any such termination shall not be a
Qualifying




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	 	 	 	Termination if Participant has been notified in writing more than 30
days prior to the Announcement Date that Participant’s employment with the
Company is not expected to continue for more than 12 months following the date
of such notification, but only if Participant’s employment with the Company is
terminated within such 12 month period; and provided further,
however, that any such termination shall not be a Qualifying
Termination if Participant has announced in writing, prior to the date the
Company provides Notice of Termination to Participant, the intention to
terminate employment, subject to the condition that any such termination by the
Company prior to Participant’s stated termination date shall be deemed to be
termination by Participant on such stated date unless termination by the
Company is for Cause; (B) a termination of Participant’s employment with the
Company or its Affiliates as a result of Disability within 12 months following
a Change in Control; or (C) a
termination of Participant’s employment with the Company or its Affiliates
(other than a termination by the Company for Cause) within 12 months
following a Change in Control, if, at the time of the Change in Control,
such Participant is age 59 1/2 or older.






	 	(g)	 	Breach of Confidentiality Agreement. Notwithstanding any provision of this
Section 2 to the contrary, no Units shall vest if Participant has violated any
confidentiality or non-solicitation agreement between the Company or any Affiliate and
Participant since the Grant Date.
	 
	 	(h)	 	Forfeiture. Any Units that do not become vested pursuant to this Section 2
shall be immediately and irrevocably forfeited as of the date on which it is determined
that such Units will not vest. Upon forfeiture, Participant shall have no rights
relating to the forfeited Units (including, without limitation, any rights to receive a
distribution of Shares with respect to the Units and the right to receive dividend
equivalents).






	3.	 	Restriction on Transfer
	 
	 	 	Except for transfers by will or the applicable laws of descent and distribution, the
Units cannot be sold, assigned, transferred, gifted, pledged, or in any manner encumbered,
alienated, attached or disposed of, and any purported sale, assignment, transfer, gift,
pledge, alienation, attachment or encumbrance shall be void and unenforceable against the
Company. No such attempt to transfer the Units, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the purported transferee with any interest or
right in or with respect to the Units or the Shares issuable with respect to the Units.
	 
	4.	 	Distribution of Shares with Respect to Units
	 
	 	 	Subject to the restrictions in this Section 4, following the vesting of Units and following
the payment of any applicable withholding taxes pursuant to Section 8 of this Agreement, the
Company shall cause to be issued and delivered to Participant a certificate or certificates
evidencing Shares registered in the name of Participant or in the name of Participant’s
legal representatives, beneficiaries or heirs, as the case may be, as follows:




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	 	(a)	 	Scheduled Vesting Date Distributions. As soon as administratively feasible
following each Scheduled Vesting Date (but in no event later than 60 days following
such Scheduled Vesting Date), all Shares issuable pursuant to Units that become vested
as of such Scheduled Vesting Date shall be distributed to Participant, or in the event
of Participant’s death, to the representatives of Participant or to any Person to whom
the Units have been transferred by will or the applicable laws of descent and
distribution.
	 
	 	(b)	 	Distributions Following Retirement. If Participant’s employment with the
Company or its Affiliates is terminated due to Retirement, the distribution of the
Shares that become vested pursuant to Section 2(c) will be distributed as soon as
administratively practicable following the applicable Scheduled Vesting Date (but in no
event later than 60 days following such Scheduled Vesting Date).
	 
	 	(c)	 	Distributions Following Disability. If Participant’s employment with the
Company or its Affiliates is terminated due to Disability, the distribution of Shares
that become vested pursuant to Section 2(d) shall not be accelerated and such Shares
will be distributed as soon as administratively practicable following each of the
applicable Scheduled Vesting Dates (but in no event later than 60 days following any
such Scheduled Vesting Date).
	 
	 	(d)	 	Distributions Following Death. As soon as administratively feasible following
the death of a Participant (but in no event later than 60 days following such death)
all Shares issuable pursuant to Units that become vested pursuant to Section 2(e) shall
be distributed to Participant.
	 
	 	(e)	 	Qualifying Termination Distributions. As soon as administratively feasible
following a Separation From Service (as defined below) in connection with a Qualifying
Termination (but in no event
later than 60 days following such Separation from Service), all Shares issuable
pursuant to Units that become vested as a result of such Qualifying Termination
shall be distributed to Participant. For purposes of this Agreement, “Separation
From Service” shall mean a Participant’s separation from service with the Company
and its affiliates, as determined under Treasury Regulation section 1.409A-1(h)(1),
provided, that the term “affiliate” shall mean a business entity which is
affiliated in ownership with the Company and that is treated as a single employer
under the rules of section 414(b) and (c) of the Code (applying the eighty percent
common ownership standard). Notwithstanding the foregoing, any Shares issuable to a
Specified Employee (as defined below) as a result of a Separation From Service in
connection with a Qualifying Termination will not be delivered to such Specified
Employee until the date that is six months and one day after the date of the
Separation From Service. For purposes of the preceding sentence, “Specified
Employee” shall mean any Participant who is a specified employee for purposes of
section 1.409A-1(i) of the U.S. Treasury Regulations, determined in accordance with
the rules set forth in the separate document entitled “U.S. Bank Specified Employee
Determination.”




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	 	(f)	 	No Fractional Shares. In the event that the number of Shares distributable
pursuant to this Section 4 is a number that is not a whole number, then the number of
Shares distributed shall be rounded down to the nearest whole number.






	5.	 	Securities Law Compliance
	 
	 	 	The delivery of all or any of the Shares in accordance with this Award shall be effective
only at such time that the issuance of such Shares will not violate any state or federal
securities or other laws. The Company is under no obligation to effect any registration of
the Shares under the Securities Act of 1933 or to effect any state registration or
qualification of the Shares. The Company may, in its sole discretion, delay the delivery of
the Shares or place restrictive legends on such Shares in order to ensure that the issuance
of any Shares will be in compliance with federal or state securities laws and the rules of
the New York Stock Exchange or any other exchange upon which the Company’s Common Stock is
traded.
	 
	6.	 	Rights as Shareholder; Dividend Equivalents
	 
	 	 	Prior to the distribution of Shares with respect to Units pursuant to Section 4, Participant
shall not have ownership or rights of ownership of any Shares underlying the Units;
provided, however, that cash dividend equivalents shall accrue on the Shares
underlying the Units, whether such Units are vested or unvested, if cash dividends are
declared by the Company’s Board of Directors on the Common Stock after the Grant Date. Such
dividend equivalents will be in an amount of cash per Unit equal to the cash dividend paid
with respect to a share of outstanding Common Stock. The dividend equivalents shall be
treated as earnings on, and as a separate amount from, the Units for purposes of Section
409A of the Code. No accrued dividend equivalents shall be paid to Participant if the
Company does not achieve or exceed the Peer Group ROE Ranking Target. If the Company
achieves or exceeds the Peer Group ROE Ranking Target, dividend equivalents accrued prior to
the Determination Date will be paid to Participant as soon as administratively feasible
after the Determination Date (but in no event later than 30 days following the Determination
Date). After the Determination Date, if the Company has achieved or exceeded the Peer Group
ROE Ranking Target, dividend equivalents will be paid to Participant with respect to
unvested Shares on the same payment dates as dividends to holders of the Common Stock are
paid; provided, however, that, in all events, any dividend equivalents paid
in accordance with this sentence shall be paid in the calendar year in which the dividends
are declared, or, if later, on or before the date that is two and one-half months after the
date on which such dividends are declared. Dividend equivalents paid with respect to
dividends declared before the delivery of the Shares underlying the Units following vesting
will be treated as compensation income for tax purposes and will be subject to income and
payroll tax withholding by the Company.
	 
	7.	 	Distributions and Adjustments
	 
	 	 	The Award shall be subject to adjustment, in accordance with Section 4(c) of the Plan, in
the event that any distribution, recapitalization, reorganization, merger or other event
covered by Section 4(c) of the Plan shall occur.




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	8.	 	Income Tax Withholding
	 
	 	 	In order to comply with all applicable federal or state income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all applicable federal
or state payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of Participant, are withheld or collected from Participant. Participant may
satisfy any applicable tax withholding obligations arising from the receipt of Shares, or
lapse of restrictions relating to the Units, by check payable to the Company. In addition,
Participant may, at Participant’s election, satisfy the minimum tax withholding obligations
that arise at the time of delivery of Shares by electing to have the Company withhold a
portion of the Shares otherwise to be delivered with a Fair Market Value (as such term is
defined in the Plan) equal to the amount of such taxes. The election must be made on or
before the date that the amount of tax to be withheld is determined.
	 
	9.	 	Miscellaneous






	 	(a)	 	Terms of Plan. This Agreement is issued pursuant to the Plan and is subject to
its terms. The Plan is available for inspection during business hours at the principal
office of the Company. In addition, the Plan may be viewed on the U.S. Bancorp
Intranet Website in the Human Resources, Compensation section of such website.
	 
	 	(b)	 	No Right to Employment. This Agreement shall not confer on Participant any
right with respect to continuance of employment with the Company or any Affiliate, nor
will it interfere in any way with the right of the Company or any Affiliate to
terminate such employment at any time.
	 
	 	(c)	 	Tax Matters. Participant acknowledges that the grant, vesting or any payment
with respect to this Award, and the sale or other taxable disposition of the Shares
issued with respect to the Units hereunder may have tax consequences pursuant to the
Code or under local, state or international tax laws. Participant acknowledges that
Participant is relying solely and exclusively on Participant’s own professional tax
and investment advisors with respect to any and all such matters (and is not relying,
in any manner, on the Company or any of its employees or representatives). Participant
understands and agrees that any and all tax consequences resulting from the Award and
its grant, vesting or any payment with respect thereto, and the sale or other taxable
disposition of the Shares acquired pursuant to the Award, is solely and exclusively the
responsibility of Participant without any expectation or understanding that the Company
or any of its employees or representatives will pay or reimburse Participant for such
taxes or other items.
	 
	 	(d)	 	Section 409A. It is intended that the Plan and the Agreement shall comply with
Section 409A of the Code and Department of Treasury regulations and other interpretive
guidance issued thereunder, and the provisions of this Agreement shall be construed and
administered accordingly.






	10.	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota.




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EXHIBIT A




PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT


This Exhibit A to the Performance Restricted Stock Unit Award Agreement sets forth the method
for determining whether the Company has achieved or exceeded the “Peer Group ROE Ranking Target” or
the “Alternative Peer Group ROE Ranking Target,” as the case may be.




Peer Group ROE Ranking Target



“Peer Group ROE Ranking Target” means a Peer Group ROE Ranking of 50%.



The Committee shall determine whether the Company has achieved or exceeded the Peer Group ROE
Ranking Target through application of the following definitions:



“Peer Group ROE Ranking” means the percentile rank of Company ROE relative to Peer Group
ROE.



“Company ROE” means the simple average of the ROE achieved by the Company during each of
the fiscal years ending December 31, 2010, 2011 and 2012.



“Peer Group ROE” means the simple average of the ROE achieved by each of the Peer Group
Companies during each of the fiscal years ending December 31, 2010, 2011 and 2012.



“ROE” means (a) the net income of a company attributable to shareholders during each of the
fiscal years ending December 31, 2010, 2011 and 2012, divided by (b) the average total common
shareholders’ equity of such company as of December 31, 2010, 2011 and 2012, respectively.



“Peer Group Companies” means the following companies: Bank of America Corporation; BB&T
Corporation; Fifth Third Bancorp; JPMorgan Chase and Co.; Keycorp; The PNC Financial Services
Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; and Wells Fargo & Company.



“Performance Period” means the three-year period ending December 31, 2012.



“Determination Date” means the date on which the Peer Group ROE Ranking is determined,
which date shall not be later than 60 days after the last day of the Performance Period.




Alternative Peer Group ROE Ranking Target



“Alternative Peer Group ROE Ranking Target” means an Alternative Peer Group ROE Ranking of
50%.



The Committee shall determine whether the Company has achieved or exceeded the Alternative Peer
Group ROE Ranking Target through application of the following definitions:



“Alternative Peer Group ROE Ranking” means the percentile rank of the Alternative Company
ROE relative to the Alternative Peer Group ROE.



“Alternative Company ROE” means the simple average of the Alternative ROE achieved by the
Company during each of the fiscal years ending December 31, 2010 and 2011, unless the Alternative
Performance Period is comprised only of the fiscal year ending December 31, 2010, in


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which case the
“Alternative Company ROE” means the Alternative Company ROE achieved by the Company during such
fiscal year.



“Alternative Peer Group ROE” means the simple average of the Alternative ROE achieved by
each of the Peer Group Companies during each of the fiscal years ending December 31, 2010 and 2011,
unless the Alternative Performance Period is comprised only of the fiscal year ending December 31,
2010, in which case the “Alternative Company ROE” means the Alternative ROE achieved by the Peer
Group Companies during such fiscal year.



“Alternative ROE” means, in cases where the Alternative Performance Period is comprised of
the two-year period ending December 31, 2011, (a) the net income of a company attributable to
shareholders during each of the fiscal years ending December 31, 2010 and 2011, divided by (b) the
average total common shareholders’ equity of such company as of December 31, 2010 and 2011,
respectively. If the Alternative Performance Period is comprised only of the fiscal year ending
December 31, 2010, the “Alternative ROE” means for a company (i) the net income of such company
attributable to shareholders during such fiscal year, divided by (ii) the average total common
shareholders’ equity of such company as of December 31, 2010.



“Peer Group Companies” means the following companies: Bank of America Corporation; BB&T
Corporation; Fifth Third Bancorp; JPMorgan Chase and Co.; Keycorp; The PNC Financial Services
Group, Inc.; Regions Financial Corporation; SunTrust Banks, Inc.; and Wells Fargo & Company.



“Alternative Performance Period” means (i) the two-year period ending December 31, 2011, if
a Qualifying Termination occurs on or after December 31, 2011 but before December 31, 2012 or (ii)
the fiscal year ending December 31, 2010, if a Qualifying Termination occurs on or after December
31, 2010 but before December 31, 2011.



“Alternative Determination Date” means the date on which the Alternative Peer Group ROE
Ranking is determined, which date shall not be later than 60 days after the date of the Qualifying
Termination.




Committee Determinations



The Committee shall make all determinations regarding achievement of the Peer Group ROE Ranking
Target or the Alternative Peer Group ROE Ranking Target, as the case may be. The Committee shall
determine the Company ROE and the Alternative Company ROE by reference to the financial statements
of the Company set forth in the Company’s reports filed with the Securities and Exchange
Commission. The Committee shall determine the Peer Group ROE Ranking and the Alternative Peer
Group ROE Ranking by reference to publicly available financial information regarding the Peer Group
Companies. The Committee may modify the Companies comprising the Peer Group Companies as necessary
or appropriate. Any determination by the Committee pursuant to this Exhibit A will be binding upon
each Participant and the Company.





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