EX-10.1






NOTE: Restricted stock unit awards made to members of the Management Committee
(“Participants”) of U.S. Bancorp (the “Company”) after      , 2008 will have the terms
and conditions set forth in each 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 restricted
stock unit award will have the terms and conditions set forth in the form of Restricted Stock Unit
Award Agreement below. As a condition of each restricted stock unit award, Participant accepts the
terms and conditions of the Award Summary and the Restricted Stock Unit Award Agreement.



U.S. BANCORP

RESTRICTED STOCK UNIT AWARD AGREEMENT




THIS AGREEMENT (“Agreement”) sets forth the terms and conditions of a restricted stock unit award
representing the right to receive shares of Common Stock (the “Common Stock”), par value $0.01 per
share, of the Company granted by the Company pursuant to its 2007 Stock Incentive Plan (the
“Plan”). Capitalized terms that are not defined in this 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 this Agreement and the Award Summary which is
incorporated herein by reference, the Company grants to Participant a restricted stock
unit award of the number of restricted stock units (the “Restricted Stock Units”) set
forth in Participant’s Award Summary. Each Restricted Stock 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 Restricted Stock Units
hereunder are referred to as the “Shares.” The date of grant of such award (the
“Grant Date”)also is set forth in Participant’s Award Summary.



2. Vesting; Forfeiture




	 	(a)	 	Subject to the terms and conditions of this Agreement, the Restricted Stock
Units shall vest on the date or dates set forth in the Participant’s Award Summary
(“Vesting Date”) if the Participant remains continuously employed by the Company or an
Affiliate of the Company until the respective Vesting Dates.






	 	(b)	 	Notwithstanding the vesting provision contained in Section 2(a) above, but
subject to the other terms and conditions of this Agreement, 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), immediately upon such Qualifying
Termination, Participant shall be vested in all of the Restricted Stock Units granted
in this Agreement. For purposes of this Section 2(b), 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 4(b))), 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.






	 	(iii)	 	Change in Control” shall mean any of the following occurring
after the date of this Agreement:






	 	(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




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	 	(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 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.






	 	(iv)	 	“Notice of Termination” shall mean a written notice which sets
forth the date of termination of Participant’s employment.






	 	(v)	 	“Person” shall be defined as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act.






	 	(vi)	 	“Qualifying Termination” shall mean 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 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; provided that such exclusion from Qualifying
Termination shall only apply if Participant’s employment with the Company is
terminated within such 12 month period; and provided, further,
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 Participant’s gross
and willful misconduct.






	 	(c)	 	If Participant ceases to be an employee of the Company or any Affiliate prior
to vesting of the Restricted Stock Units pursuant to Section 2(a) or Section 2(b), all
of Participant’s unvested Restricted Stock Units shall be immediately and irrevocably
forfeited, except that






	 	(i)	 	if Participant ceases to be an employee by reason of Disability
or Retirement (as defined below) the Restricted Stock Units shall not be
forfeited, but shall continue to vest pursuant to Section 2(a) and Section 2(b)
as though such termination of employment had never occurred so long as the
Participant has at all times since the Grant Date complied with the terms of
any confidentiality and non-solicitation agreement between the Company or an
Affiliate and the Participant; and






	 	(ii)	 	if Participant ceases to be an employee by reason of death, or
if Participant dies prior to an applicable Vesting Date but after separation
from service with the Company or an Affiliate by reason of Disability or
Retirement, then Participant or his or her estate, in addition to Restricted
Stock Units previously vested under this Agreement, shall become immediately
vested, as of the date of death, in all previously unvested Restricted Stock
Units.






	 	(d)	 	If Participant violates the terms of any confidentiality and non-solicitation
agreement between the Company or an Affiliate and the Participant, all of Participant’s
unvested Restricted Stock Units shall be immediately and irrevocably forfeited.






	 	(e)	 	Upon forfeiture, Participant shall have no rights relating to the forfeited
Restricted Stock Units (including, without limitation, any rights to receive a
distribution of Shares with respect to the Restricted Stock Units and the right to
receive dividend equivalents).






	 	(f)	 	For purposes of this Agreement, (i) “Retirement” means termination of
employment (other than for gross and willful misconduct) by a person who is age 59 1/2
or older and has 10 or more years of employment with the Company and its Affiliates,
and (ii) “Disability” means leaving active employment and qualifying for and receiving
disability benefits under the Company’s long-term disability programs as in effect from
time to time.





3. Restriction on Transfer




Except for transfers by will or the applicable laws of descent and distribution, the
Restricted Stock 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 Restricted Stock 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 Restricted Stock Units or
the Shares issuable with respect to the Restricted Stock Units.



4. Distribution of Shares with Respect to Restricted Stock Units




Subject to the restrictions in this Section 4, following vesting of Restricted Stock Units
and following 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:




	 	(a)	 	Vesting Date Distributions. As soon as administratively feasible following
each Vesting Date (but in no event later than 60 days following such Vesting Date), all
Shares issuable pursuant to Restricted Stock Units that become vested as of such
Vesting Date (and with respect to which Shares have not been distributed previously
pursuant to Sections 4(b) or 4(c) below) 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 Restricted Stock Units have been transferred by will or the applicable laws of
descent and distribution).






	 	(b)	 	Qualifying Termination Distributions. As soon as administratively feasible
following a Separation From Service (as defined in U.S. Treasury Regulations
1.409A-1(h)(1)) in connection with a Qualifying Termination (but in no event later than
60 days following such Separation from Service), all Shares issuable pursuant to
Restricted Stock Units that become vested as a result of such Qualifying Termination
(and with respect to which Shares have not been distributed previously pursuant to
sections 4(a) or 4(c)) shall be distributed to Participant. Notwithstanding the
foregoing, any Shares issuable to a Specified Employee 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. Specified Employee is defined as a Participant who is a
specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations
as defined in the separate document entitled “U.S. Bank Specified Employee
Determination.”






	 	(c)	 	Distributions upon Death. As soon as administratively feasible following the
death of Participant (but in no event later than 60 days following such death) all
Shares issuable pursuant to Restricted Stock Units that become vested pursuant to
Section 2(c)(ii) hereof (and with respect to which Shares have not been distributed
previously) shall be distributed to Participant.





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 Restricted Stock Units vesting and Participant receiving Shares underlying the
Restricted Stock Units pursuant to Section 4 above, Participant shall not have ownership or
rights of ownership of any Shares underlying the Restricted Stock Units awarded hereunder.
Notwithstanding the foregoing, participant shall be entitled to receive dividend equivalents
on the Restricted Stock Units awarded, whether vested or unvested, when and if dividends are
declared by the Board on the Common Stock, in an amount of cash per share equal to and on
the same payment dates as dividends paid to other common stockholders of the Company.
Dividend equivalents paid before delivery of the Shares underlying the Restricted Stock
Units will be treated as compensation income for tax purposes and will be subject to income
and payroll tax withholding by the Company.



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7. Distributions and Adjustments




In accordance with Section 4(c) of the Plan, the Award shall be subject to adjustment in the
event that any distribution, recapitalization, reorganization, merger or other event covered
by Section 4(c) of the Plan shall occur.



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 Restricted Stock Units, by check payable to the
Company. In addition, Participant may, at Participant’s election, satisfy any such
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)	 	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)	 	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)	 	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 Restricted Stock 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.




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	 	(d)	 	It is intended that the Plan and Award Agreements shall be interpreted in
accordance 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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