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U.S. BANCORP

NON-QUALIFIED RETIREMENT PLAN



 






 



U.S. BANCORP

NON-QUALIFIED RETIREMENT PLAN



ARTICLE I



INTRODUCTION



1.01. History. Effective January 1, 1987, the Star Banc Corporation (formerly
First National Cincinnati Corporation) adopted the Star Banc Corporation
Non-Qualified Retirement Plan. Effective January 1, 1983, Firstar Corporation
(formerly First Wisconsin Corporation) adopted the Firstar Corporation Pension
Benefits Equalization Plan. Firstar Corporation also maintained the Firstar
Corporation Supplemental Retirement Plan for Key Executives and had liabilities
for deferred compensation under certain other plans and arrangements
established by entities acquired by Firstar Corporation prior to November 20,
1998.





Effective November 20, 1998, Star Banc Corporation and Firstar Corporation
merged through an exchange of shares to form a new Firstar Corporation. On
September 20, 1999, Firstar Corporation acquired substantially all of the
outstanding shares of capital stock of Mercantile Bancorporation Inc., which
maintained the Mercantile Bancorporation Inc. Supplemental Retirement Plan.





Effective January 1, 1984, First Bank System, Inc. established the First Bank
System, Inc. Excess Benefit Plan. Effective January 1, 1992, First Bank
System, Inc. established the First Bank System, Inc. Nonqualified Supplemental
Executive Retirement Plan. In 1997 First Bank System changed its name to U.S.
Bancorp and thereafter, the plans, as amended and restated, became known as the
U.S. Bancorp Defined Benefit Excess Plan and the U.S. Bancorp Nonqualified
Supplemental Executive Retirement Plan, respectively.





Firstar Corporation merged into U.S. Bancorp effective February 27, 2001.





On October 16, 2001, the Board of Directors of U.S. Bancorp ratified and
approved actions taken on July 17, 2001 by the Compensation Committee of the
Board of Directors freezing certain benefits under the U.S. Bancorp
Nonqualified Supplemental Executive Retirement Plan, modifying the Company’s
various excess benefits to reflect changes in the underlying tax-qualified
pension plans, and consolidating the Company’s various nonqualified deferred
compensation plans into a single combined plan.





1.02. Plan Mergers. This Plan reflects the following plan mergers, effective
as of the date specified, except where an earlier or later effective date is
specified in this plan document (or an amendment hereto):





 






 



	 	(a)	 	effective as of January 1, 1999, the Star Banc Corporation
Non-Qualified Retirement Plan merged with the Firstar Corporation
Pension Benefits Equalization Plan, the Firstar Corporation
Supplemental Retirement Plan for Key Executives and certain other
plans and arrangements to form a single, combined plan known as the
“Firstar Corporation Non-Qualified Retirement Plan”;
	 
	 	(b)	 	effective as of January 1, 2000, the Mercantile
Bancorporation Inc. Supplemental Retirement Plan merged into the
Firstar Corporation Non-Qualified Retirement Plan; and
	 
	 	(c)	 	effective as of January 1, 2002, the U.S. Bancorp Defined
Benefit Excess Plan and the U.S. Bancorp Nonqualified Supplemental
Executive Retirement Plan merged into the Firstar Corporation
Non-Qualified Retirement Plan which, effective on and after January
1, 2002, shall be known as the “U.S. Bancorp Non-Qualified
Retirement Plan” (“Plan”).



1.03. Purpose. The primary purpose of this Plan is to restore retirement
benefit payments to those eligible employees whose retirement benefits under
the Qualified Plan will be reduced by the limitations imposed by Sections
401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the
“Code”), and the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or by reason of their election to defer receipt of income that would
otherwise have been taken into account for purposes of calculating benefits
under the Qualified Plan. The Plan is also intended to provide supplemental
retirement benefits to selected executives, and to provide for payment of
certain other liabilities for deferred compensation as described in the
Appendices hereto.





1.04. Separate Excess Benefit Plan. Notwithstanding anything in this plan
document to the contrary, the separable part of this Plan that is maintained
solely for the purpose of providing benefits in excess of the limitations on
contributions and benefits imposed by Section 415 of the Code to persons who do
not qualify as members of “a select group of management or highly compensated
employees” (as that phrase is used in ERISA) shall be treated as a separate
plan that is an excess benefit plan. Such separate excess benefit plan shall
be referred to as the “U.S. Bancorp 415 Excess Benefit Plan”.





1.05. Relation to Qualified Plan. This Plan is completely separate from any
tax-qualified retirement plan.





1.06. No Effect on Former Employees. Except as may be otherwise required by
law or hereinafter specifically provided, this amended and restated plan
document shall not affect the rights of or benefits payable to, or with respect
to:



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	 	(a)	 	any person who was a participant in a plan that merged to
form the Firstar Corporation Non-Qualified Retirement Plan, or any
predecessor to such a plan, who died or otherwise terminated
employment before January 1, 1999;
	 
	 	(b)	 	any person who was a participant in the Mercantile
Bancorporation Inc. Supplemental Retirement Plan or any predecessor
to that plan, who died or otherwise terminated employment before
January 1, 2000; and
	 
	 	(c)	 	any person who was a participant in the U.S. Bancorp
Defined Benefit Excess Plan or the U.S. Bancorp Nonqualified
Supplemental Executive Retirement Plan, or any predecessor to those
plans, who died or otherwise terminated employment before January
1, 2002.



Except as may be otherwise required by law or hereinafter specifically
provided, the rights of, and benefits payable to, or with respect to, all such
persons shall be governed by the applicable plan documents as in effect at the
time of such person’s death or other termination of employment.
Notwithstanding anything in this Section 1.06 to the contrary, this amended and
restated plan document shall affect any Other Benefit payable to or with
respect to any person named in Appendix A.







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ARTICLE II



DEFINITIONS



As used herein with initial capital letters, the following words and phrases
shall have the meanings specified below unless a different meaning is clearly
required by the context:





2.01. Actuarially Equal — equal value determined as follows:






	 	(a)	 	Lump Sum Payment of Excess Benefits (Optional or Small
Amounts). For purposes of calculating the single lump sum cash
payment that is Actuarially Equal to a Participant’s Excess Benefit
under Article IV:




	 	(i)	 	any portion of the Participant’s
Excess Benefit that is attributable to a “Cash Balance
Benefit” or a “Mercantile Benefit” (as those terms are
defined in the Qualified Plan) shall be converted from
its normal form to its single lump sum value in the same
manner as the applicable “Cash Balance Benefit” or
“Mercantile Benefit” would be so converted; and
	 
	 	(ii)	 	the remainder of the Participant’s
Excess Benefit shall be converted from its normal form
to its single lump sum value using the interest and
mortality assumptions for the calculation of pension
liabilities in the Company’s audited financial
statements that were last adopted by the Committee prior
to the date on which the single lump sum cash payment
calculation under this Plan is performed, subject,
however, to any applicable conditions and limitations
that may be established by the Committee.




	 	(b)	 	Excess Benefits Paid in Forms That Are Available for the
Participant’s Entire Qualified Plan Benefit. For purposes of
calculating the amount of payments in any optional payment form
permitted under Section 4.03, other than a single lump sum, that is
available for payment of a Participant’s entire Qualified Plan
benefit, the Excess Benefit shall be converted from its normal form
to the optional form elected by the Participant using the same
interest and mortality assumptions as would be used under the
Qualified Plan to perform the same conversion.
	 
	 	(c)	 	Excess Benefits Paid in Forms That Are Not Available for
the Participant’s Entire Qualified Plan Benefit. For purposes of
calculating the amount of payments in any optional payment form
permitted under Section 4.03, other than a single lump sum, that is
not available for payment of a Participant’s entire Qualified Plan
benefit, the Participant’s 





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	 	 	 	entire Excess Benefit shall be converted
from its normal form to the optional form elected by the
Participant using the same interest and mortality assumptions as
would be used by the Qualified Plan to perform the same conversion
with respect to the portion of the Qualified Plan benefit that
could be paid in the same form as the form in which the Excess
Benefit will be paid.
	 
	 	(d)	 	Supplemental and Death Benefits. Unless otherwise provided
in the applicable Appendix B, for purposes of calculating the
amount of any Supplemental Benefit or Death Benefit:




	 	(i)	 	any conversion to a single lump sum
cash payment of equal value, other than a conversion
that uses the assumptions described in item (iv) below,
shall be calculated using the interest and mortality
assumptions for the calculation of pension liabilities
in the Company’s audited financial statements that were
last adopted by the Committee prior to the date on which
the single lump sum cash payment calculation under this
Plan is performed, subject, however, to any applicable
conditions and limitations that may be established by
the Committee;
	 
	 	(ii)	 	any conversion from the normal form
of payment to an optional annuity form other than an
estate protection annuity form shall be calculated using
the applicable factors (the “Firstar Factors”) set forth
in Appendix A of the Firstar Employees’ Pension Plan (as
amended and restated effective as of January 1, 1999),
and any conversion from the normal form of payment to an
optional estate protection annuity form shall be
calculated by first using the Firstar Factors to
determine the applicable annuity without estate
protection, and by then applying the applicable estate
protection factor described in Section 2 of Appendix C
of the U.S. Bancorp Pension Plan;
	 
	 	(iii)	 	any conversion of an “offsetting
benefit” required by Section 6.02(b), 6.03(b), or
6.04(b) shall be calculated using an interest rate per
annum of 8% and the UP-1984 Table of Mortality set back
two years unless the Plan Administrator, in its
discretion, concludes that it has complete and accurate
information regarding the actuarial equivalent factors
that would be applied for a similar conversion by the
plan providing the “offsetting benefit”, in which case
such applicable factors shall be used; and





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	 	(iv)	 	for purposes of calculating (1) the
present value of the applicable benefit at the time of
the Participant’s death (but not the present value of
any survivor annuity payable to the Participant’s
surviving spouse, which shall be calculated using the
assumptions described in item (i) above) under Section
8.01(c), (2) any single lump sum payment due under an
estate protection annuity form of payment, and (3) for
any other conversion not described in items (i) through
(iii) above, an interest rate per annum of 8% and the
UP-1984 Table of Mortality, set back two years.



2.02. Beneficiary — a person, persons, trust or estate designated by a
Participant (or automatically by operation of law or this plan statement) to
receive a benefit payable under this Plan upon the death of the Participant. A
person, trust or estate so designated shall not be considered a Beneficiary
until the death of the Participant.





2.03. Board of Directors — the Board of Directors of the Company.





2.04. Chief Executive Officer — the Chief Executive Officer of the Company.





2.05. Code — the Internal Revenue Code of 1986, as amended.





2.05A. Company — from the Effective Date through February 26, 2001, Firstar
Corporation; on and after February 27, 2001, U.S. Bancorp.





2.06. Committee — the Compensation Committee of the Board of Directors of the
Company.





2.07. Death Benefit — any benefit paid to a Beneficiary upon the death of a
Participant as provided under the terms of Article VIII of this Plan.





2.08. Disability or Disabled — a physical or mental condition arising after the
Effective Date which prevents the Participant from performing the
responsibilities of his or her position, as determined by the Committee.





2.09 Disability Benefit — a benefit payable under Article VII of this Plan to a
Disabled Participant.





2.10. Disability Commencement Date — except as otherwise determined by the
Committee, the first day of the month coincident with or immediately following
the date a Disabled Participant becomes eligible to receive long-term
disability income loss benefits under a plan of the Employer providing such
benefits.





2.11. Disabled Participant — a Participant who is Disabled and who is eligible
for Supplemental Retirement Benefits under Article VI.





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2.12. Early Retirement Date — the first day of the month after the day the
Participant terminates employment with the Employer after attaining age 55 and
completing at least five (5) years of Service; provided that, with respect to
Supplemental and Other Benefits, a different Early Retirement Date may be
prescribed in the relevant Appendix.





2.13. Effective Date — the date as of which the plans identified in Section
1.02(a) combined to form the Firstar Corporation Non-Qualified Retirement Plan,
i.e., January 1, 1999.





2.14. Employee — a person who is employed by the Employer.





2.15. Employer — the Company, its successors and assigns, any of its subsidiary
or affiliated organizations authorized to participate in the Qualified Plan
with respect to their Employees, and any organization or person into which the
Employer may be merged or consolidated or to which all or substantially all of
its assets may be transferred which is required to assume the obligations of
the Employer under Section 13.06 hereof. In addition to the foregoing
entities, the Committee may, to the extent it deems necessary or appropriate to
provide benefits under this Plan other than Excess Benefits, designate any
other subsidiary or affiliate of the Company as included in the term
“Employer.”





2.16. Excess Benefit — a benefit payable to a Participant under Article IV of
this Plan.





2.17. Final Average Monthly Earnings or FAE — the average of a Participant’s
Monthly Earnings for the five consecutive calendar years of service with the
Employer during which the Participant’s Monthly Earnings were the highest. For
purposes of any Supplemental Benefit provided under Article VI, Final Average
Monthly Earnings shall be subject to any modifications set forth in the
applicable Appendix B.





2.18. Monthly Earnings — one-twelfth of the Participant’s annual base pay for
employment with the Employer during any calendar year commencing after 1985,
modified as follows:






	 	(a)	 	Included Items. In determining a Participant’s Monthly
Earnings there shall be included: (i) vacation and holiday pay,
(ii) short-term disability pay, (iii) elective contributions made
by the Employer on behalf of the Participant that are no includible
in gross income under sections 125, 132(f), 402(e)(3), 402(h),
403(b), 414(h)(2) and 457 of the Code, including elective
contributions authorized by the Participant under a cafeteria plan,
a qualified transportation fringe benefit, or any qualified cash or
deferred arrangement under section 401(k) of the Code; (iv) amounts
earned during the calendar year that are deferred under a
nonqualified deferred compensation arrangement (regardless of when
paid), (v) amounts earned for the calendar year under an executive
annual incentive plan (regardless of when paid), (vi) the portion
of any retention bonus attributable to the calendar year,
determined by prorating the bonus 





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	 	 	 	over the period for which it is
earned), (vii) ordinary income attributable to the calendar year
due to the vesting of restricted stock in the calendar year or a
later calendar, determined by prorating the income recognized at
vesting over the calendar years in the vesting period.
	 
	 	(b)	 	Excluded Items. In determining a Participant’s Monthly
Earnings, the following shall be excluded: (i) expense
reimbursements, car allowances and other similar payments,
including foreign service allowances, station allowances, foreign
tax equalization payments and other similar payments, (ii) welfare
and fringe benefits (cash and noncash), including tuition
reimbursements, payments under an adoption assistance program,
disability payments (but not continued payment of a Participant’s
normal compensation under the Employer’s policy regarding
short-term absences for medical reasons), payments for vacation or
sick leave accrued but not taken, financial planning assistance and
final payments on account of termination of employment (e.g.,
severance payments), (iii) all noncash remuneration including
income imputed from below-market loans and from insurance coverages
and premiums, (iv) employee discounts and other similar amounts,
(v) moving expenses (and any tax or “gross-up” payments on account
of moving expense reimbursements or payments), (vi) nonqualified
deferred compensation (when received), (vii) the value of all stock
options and stock appreciation rights (whether or not exercised)
and other similar amounts, (viii) change in control payments, (ix)
commissions, and (x) bonus payments other than those correctly
classified as and attributable to an executive annual incentive
plan.
	 
	 	(c)	 	Code Limitations Not Applicable. Monthly Earnings shall be
determined without regard to any limitation imposed by the Code.



2.19. Normal Retirement Date — the first day of the month coincident with or
immediately following the Participant’s sixty-fifth (65th) birthday.





2.20. Other Benefit — a benefit payable under Article V of this Plan to a
Participant who is identified in Appendix A as a person who is entitled to an
Other Benefit.





2.21. Participant — any Employee of the Employer who becomes eligible to
receive a benefit under this Plan as provided in Article III hereof. A person
who becomes a Participant shall remain a Participant until he or she dies,
ceases to be eligible for a benefit under this Plan, is paid the entire benefit
to which he or she is entitled, or is removed from the Plan as provided in
Section 3.03, whichever happens first.





2.22. Plan — this nonqualified deferred compensation plan which from January 1,
1999 through December 31, 2001 shall be referred to as the “Firstar Corporation
Non-Qualified




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Retirement Plan”, and which after December 31, 2001 shall be
referred to as the “U.S. Bancorp Non-Qualified Retirement Plan”.





2.23. Plan Administrator — the Committee.





2.24. Qualified Plan — for the period commencing on January 1, 1999 and ending
on December 31, 2001, inclusive, the Firstar Employees’ Pension Plan, as
amended; on and after January 1, 2002, but only with respect to Participants
who are employed by the Employer on or after January 1, 2002, the U.S. Bancorp
Pension Plan.





2.25. Retired Participant — any Participant in the Plan whose employment with
the Employer has terminated and who is eligible to receive or is then receiving
Excess Benefits, Supplemental Benefits or Other Benefits.





2.26. Service — the Participant’s “Vesting Service” determined as provided
under the Qualified Plan. The Committee, in its sole discretion, may credit
any or all of a Participant’s prior service with another employer toward
Service under this Plan.





2.27. Supplemental Benefit — a benefit payable under Article VI of this Plan to
a Participant who has been specifically designated by the Committee to receive
a Supplemental Benefit. The special terms and conditions of the Supplemental
Benefit payable to each Participant who has been designated to receive a
Supplemental Benefit shall be set forth in the applicable Appendix B.







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ARTICLE III



PARTICIPATION IN THE PLAN



3.01. Eligibility.






	 	(a)	 	Excess Benefit. Eligibility for Excess Benefits under
Article IV shall be determined as follows:




	 	(1)	 	Prior to 2002. For the period
commencing January 1, 1999 and ending December 31, 2001
any participant in the Qualified Plan in salary grade 50
or above (or the corresponding pay grade of any revised
salary administration program) shall be eligible for
Excess Benefits if the benefits to which such Employee
is entitled from the Qualified Plan are less than they
would have been if (a) the limitations imposed by Code
Section 401(a)(17) and/or 415 did not apply, or (b) the
Employee had not elected to defer receipt of a portion
of his pay under a deferred compensation plan or program
of the Employer. The Committee may extend eligibility
for Excess Benefits to other Employees on an individual
basis.
	 
	 	(2)	 	After 2001. After December 31, 2001,
a person shall be eligible for Excess Benefits if such
person (i) is a participant in the Qualified Plan, (ii)
would be entitled to a benefit greater than zero if
Article IV applied, and (iii) is a member of a select
group of management or highly compensated employees as
that expression is used in ERISA. A person who
satisfies (i) and (ii) of the preceding sentence, but
fails requirement (iii), shall be eligible only for
Excess Benefits based solely on the limitations imposed
by Section 415 of the Code and only from the separable
part of this Plan referred to as the U.S. Bancorp 415
Excess Benefit Plan.
	 
	 	(3)	 	Former Employees. Notwithstanding
anything in (1) or (2) above to the contrary, no former
employee described in Section 1.06 of this Plan shall be
entitled to any Excess Benefit under this Plan. (This
does not preclude such a former employee from receiving
an Other Benefit to which the former employee may be
entitled under the terms of Article V and Appendix A,
even if that Other Benefit is substantially similar to
Excess Benefits that would have been provided under
Article IV.)




	 	(b)	 	Supplemental Benefits. Eligibility for Supplemental
Benefits under Article VI shall be determined by the Committee in
its sole discretion. 





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	 	 	 	The Committee shall also determine, in its
sole discretion, the amount of any Participant’s Supplemental
Benefit or the formula by which the Participant’s Supplemental
Benefit shall be determined. Such amount or formula, and any other
special terms and conditions applicable to a Participant in the
Supplemental Benefits portion of the Plan shall be set forth in the
applicable Appendix B to this Plan.
	 
	 	(c)	 	Other Benefits. Article V lists and describes certain
other plans, contracts or arrangements that have been incorporated
into this Plan that provide deferred compensation to specified
Participants. Eligibility and benefits under those plans,
contracts and arrangements are determined in accordance with the
documents that governed them prior to their incorporation into this
Plan, subject to any modifications set forth in the applicable
Appendix A.
	 
	 	(d)	 	Disability and Death Benefits. Only persons who are
eligible to receive Supplemental Benefits shall be eligible for the
Disability Benefits under Article VII of this Plan. Only the
Beneficiaries of Participants who are Participants in either the
Supplemental Benefits or the Excess Benefits portion of this Plan
shall be entitled to Death Benefits under Article VIII of this
Plan.
	 
	 	(e)	 	U.S. Bancorp 415 Excess Benefit Plan. Participants in the
separable part of this Plan referred to as the U.S. Bancorp 415
Excess Benefit Plan are those Participants in this Plan whose
Excess Benefits, as determined under Section 4.01, derive solely
from the limitations in the Qualified Plan imposed under Section
415 of the Code (i.e., such Participants’ Excess Benefits are
determined under Section 4.01 without the application of Sections
4.01(a)(2),(3) and(4)).



3.02. Specific Exclusions. Notwithstanding anything apparently to the contrary
in this Plan or in any written communication, summary, resolution or document
or oral communication, no individual shall be a Participant in this Plan,
develop benefits under this Plan or be entitled to receive benefits under this
Plan (either for the individual or the individual’s survivors) other than
benefits under the separable part of this Plan known as the U.S. Bancorp 415
Excess Benefit Plan, unless such individual is a member of a select group of
management or highly compensated employees (as that expression is used in
ERISA). If a court of competent jurisdiction, any representative of the U.S.
Department of Labor or any other governmental, regulatory or similar body makes
any direct or indirect, formal or informal, determination that an individual is
not a member of a select group of management or highly compensated employees
(as that expression is used in ERISA), such individual shall not be (and shall
not have ever been) a Participant in this Plan (other than the U.S. Bancorp 415
Excess Benefit Plan portion of this Plan) at any time. If any person not so
defined has been erroneously treated as a Participant in this Plan, upon




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discovery of such error such person’s erroneous participation shall immediately
terminate ab initio and upon demand such person shall be obligated to reimburse
the Employer for all amounts erroneously paid to him or her. Further, if and
to the extent any court of competent jurisdiction or representative of the U.S.
Department of Labor or any other governmental, regulatory or similar body makes
any direct or indirect, formal or informal, determination that the U.S. Bancorp
415 Excess Benefit Plan is not a excess benefit plan, as defined in Section
3(36) of ERISA, then Participants in such Plan who are not members of a select
group of management or highly compensated employees (as that expression is used
in ERISA) shall not be (and shall not have ever been) Participants in that
portion of this Plan at any time. If any such person participating in the U.S.
Bancorp 415 Excess Benefit Plan has been erroneously treated as a Participant
in this Plan, upon discovery of such error such person’ s erroneous
participation shall immediately terminate ab initio and upon demand such person
shall be obligated to reimburse the Employer for all amounts erroneously paid
to him or her.





3.03. Forfeiture.






	 	(a)	 	Due to Competition. The Committee retains the right to
remove a Participant, a Retired Participant, or a Disabled
Participant from participation in the Plan, with the consequences
described in subsection (b) below, if at any time prior to the
third anniversary of the date on which the person’s employment with
the Employer last terminated such person (i) engages in any manner
in any business which is competitive with the Employer; or (ii)
becomes financially interested in any such competitive business or
service, directly or indirectly, as an individual, partner,
shareholder, director, officer, principal, agent, employee,
consultant or in any other relationship or capacity; provided that
the purchase of a publicly traded security in such business or
service shall not in itself be cause for removing a Participant, a
Retired Participant, or a Disabled Participant from participation
in the Plan.
	 
	 	(b)	 	Effect of Removal. In the event a person is removed from
the Plan pursuant to Section 3.03(a) above, the Employer shall
thereafter have no liability to the person or to the person’s
Beneficiary for benefits under this Plan, other than (i) Excess
Benefits and (ii) any Other Benefits which by their terms cannot be
subject to forfeiture.





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ARTICLE IV



EXCESS RETIREMENT BENEFITS



4.01. Calculation of Excess Benefit. A Participant’s Excess Benefit shall be
the excess of:






	 	(a)	 	The benefit that would have been payable to the Participant
under the Qualified Plan, commencing on the date as of which Excess
Benefits are to commence under this Plan, if such Qualified Plan
benefit were paid in the same form as the Excess Benefit and were
determined:




	 	(1)	 	without regard to the benefit
limitations under Section 415 of the Code;
	 
	 	(2)	 	without regard to the compensation
limitation of section 401(a)(17) of the Code;
	 
	 	(3)	 	taking into account compensation
voluntarily deferred under a nonqualified deferred
compensation plan maintained by the Employer; and
	 
	 	(4)	 	taking into account any actual or
deemed service or compensation, or any other
modification of the Participant’s benefits under this
Plan that is explicitly required by any employment,
severance or other agreement applicable to the
Participant, or by any severance or other plan or
program applicable to the Participant, over




	 	(b)	 	the benefit that would have been payable to the Participant
commencing on the same date and in the same form from the Qualified
Plan.



The Excess Benefit described in this Section 4.01 shall be calculated as if the
Participant had not received any previous distributions from the Qualified Plan
and as if the Qualified Plan permitted distribution of the Participant’s entire
Qualified Plan benefit to commence on the date as of which Excess Benefits are
to commence. If distribution of the Excess Benefit is to commence in the form
of an annuity prior to the date on which a portion of the Participant’s
Qualified Plan benefit would first become payable under the Qualified Plan, and
as a result the Qualified Plan does not provide an early reduction factor for
payment of that portion of the Qualified Plan benefit at that time, the benefit
payable at the earliest date as of which that portion would first become
payable under the Qualified Plan will be further reduced to an amount payable
on the date as of which payment of the Excess Benefit will commence using the
general interest and mortality assumptions under the Qualified Plan. (If
distribution of the Excess Benefit is to be made in the form of a single lump
sum cash payment, the benefit shall be calculated using the factors described
in Section 2.01(a) of this Plan.)



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4.02. Normal Form of Benefit – When Payable. The normal form of payment for
Excess Benefits payable to a Participant who is not married on the date as of
which Excess Benefits commence will be a level annuity payable monthly to and
for the lifetime of the Participant. The normal form of payment for Excess
Benefits payable to a Participant who is married on the date as of which Excess
Benefits commence will be a 50% joint and survivor annuity with the
Participant’s spouse on the commencement date as the joint annuitant. The
first payment to the Participant shall be due within thirty days after the
earliest date on which the Participant could begin receiving any benefits under
the Qualified Plan on account of retirement or other termination of employment.
The last payment to the Participant shall be due on the first day of the
calendar month in which the Participant’s death occurs. The first payment to a
Participant’s spouse as joint annuitant shall be due on the first day of the
calendar month next following the calendar month in which the Participant’s
death occurs. The last payment to the Participant’s spouse as joint annuitant
shall be due on the first day of the calendar month in which the spouse’s death
occurs. Except for the limited purpose of determining the date when benefit
payments under this Plan normally commence, the rules governing the payment of
benefits under the Qualified Plan, and any elections and optional forms of
payment in effect under the Qualified Plan, shall be given no effect under this
Plan in determining the time or form in which Excess Benefits are paid.





4.03. Optional Payment Forms. In lieu of payment in the normal form described
in Section 4.02 above, a Participant may elect to receive his or her Excess
Benefit in any of the following forms:






	 	(a)	 	single life annuity;
	 
	 	(b)	 	single life annuity with 5, 10, 15 or 20 year period
certain;
	 
	 	(c)	 	50%, 75% or 100% joint and survivor annuity;
	 
	 	(d)	 	Estate Protection Survivor Annuity (as described in Section
6.1(d) of the Qualified Plan); or
	 
	 	(e)	 	Estate Protection Single Life Annuity (as described in
Section 6.1(e) of the Qualified Plan).



Payment in any of the foregoing forms shall be in an amount that is Actuarially
Equal to the Excess Benefit payable in the applicable normal form described in
Section 4.02.





In addition to the foregoing forms, a Participant may also elect to receive his
or her Excess Benefit in the form of a single lump sum cash payment; provided,
however, that the single lump sum cash payment option shall not be available
for distributions to any Participant whose termination of employment occurs
prior to 2003 and whose Qualified Plan benefit prior to 2002 did not offer the
option to receive payment of the entire Qualified Plan benefit in a single lump




-14-






 



sum cash payment without regard to the amount payable. Payment in the form of
a single lump sum cash payment shall be in an amount that is Actuarially Equal
to the Excess Benefit payable in the applicable normal form described in
Section 4.02; provided, however, that such Excess Benefit shall be calculated
using the benefits that would have been payable to the Participant commencing
on the Participant’s Normal Retirement Date (or at the time of the
Participant’s actual termination of employment, if later), rather than using
the benefits that would have been payable to the Participant commencing on the
date as of which Excess Benefits are to commence under this Plan.





An election of an optional payment form permitted under this Section 4.03 must
be made by the Participant in writing on an election form approved by the
Committee and filed with the Committee or its designated agent for this purpose
not less than twelve full months prior to the Participant’s termination of
employment. A Participant may change his or her election at any time by filing
another election form; provided, however, that any election form that does not
satisfy the advance filing requirements of the preceding sentence shall be void
and shall be disregarded. An election form shall not be considered filed until
the completed form is actually received by the Committee or its designated
agent.





No optional payment election form filed by a married participant shall be
effective unless it includes the written consent of the Participant’s spouse
and such spousal consent has been witnessed by a notary public. The consent of
the spouse shall be irrevocable. If the last optional payment election form
filed by a Participant at least twelve full months prior to the Participant’s
termination of employment required spousal consent because the Participant was
married at the time that election was filed and either (a) the Participant is
married to a different spouse on the date the Participant’s benefit commences,
or (b) the consenting spouse was named as a joint annuitant on such last
optional payment election form and the consenting spouse dies before the date
the Participant’s benefit commences, then (in either case) the Participant’s
optional payment election shall be void and have no effect, and the
Participant’s benefit shall be paid in the applicable normal form described in
Section 4.02.





If a Participant elects an optional payment election form that requires the
designation of a joint annuitant and such joint annuitant dies prior to the
date the Participant’s benefit commences, the Participant’s optional payment
election shall be void and the Participant’s benefit shall be paid in the
applicable normal form described in Section 4.02.





Payment in any optional form pursuant to this Section 4.03 shall commence at
the same time as the Participant’s benefit would have commenced if it had been
paid in the normal form of payment unless the Participant specifies a later
date in his or her last effective optional payment election form.





Notwithstanding anything in this Article IV to the contrary: (i) if as of
December 31, 2001, the Participant was a participant in the U.S. Bancorp
Defined Benefit Excess Plan and the Participant’s termination of employment
occurs prior to April 1, 2004, the normal form of




-15-






 



payment for that Participant
shall be a single lump sum cash payment and not the otherwise applicable normal
form described in Section 4.02; (ii) if a Participant’s termination of
employment occurs prior to April 1, 2004, the Committee in its sole discretion
may require that the Participant accept payment in a form of payment described
in this Section 4.03 and selected by the Committee, regardless of any optional
payment election filed by the Participant; (iii) the Committee in its sole
discretion may elect to pay any or all of the amounts due to a joint annuitant
in the form of an Actuarially Equal single lump sum; and (iv) if the Company
reasonably concludes that the size of a single lump sum cash payment would
(taking into account any other payments due to the Participant) adversely
affect the financial statements of the Company, then the Participant shall be
paid instead in a series of at least three and not more than five annual
installments, commencing on the date as of which the single lump sum cash
payment would have been paid. The first such installment shall be in an amount
equal to the maximum amount that the Company reasonably concludes can be paid
without triggering the adverse financial statement impact, and each remaining
installment shall equal the sum of (x) interest from the date of the most
recent previous payment on the unpaid balance of the original amount that would
(but for the adverse financial statement impact) have been paid in a single
lump sum, and (y) the maximum amount of such unpaid balance that can be paid
without causing the combined amount (x plus y) to trigger an adverse financial
statement impact; provided, however, that if the foregoing method of
calculating the installment amounts would result in the payment of only two
installments, the amounts payable in each installment shall be adjusted so that
payment of the entire amount that would otherwise have been paid in a single
lump sum payment, plus interest thereon, shall be made in three substantially
equal installments; and provided further, that if a fifth installment is
required, it shall include the entire unpaid balance, without regard to whether
that amount will trigger an adverse financial statement impact. In the event
installment payments are made pursuant to the preceding sentence, the rate at
which interest shall accrue on the unpaid balance of the original amount that
would (but for the adverse financial statement impact) have been paid in a
single lump sum shall be the same as the rate of interest used to determine the
original Actuarially Equal single lump sum payment amount.





4.04 Small Amounts. Notwithstanding any other provision of this Article IV, if
on the date of his or her termination of employment the Actuarially Equal
single lump value of a Participant’s Excess Benefit is $10,000.00 or less, the
Participant’s Excess Benefit shall be paid in a single lump sum payment as soon
as administratively feasible after the Participant’s termination of employment.





4.05. Accelerated Distributions.






	 	(a)	 	Following Termination of Employment. Subject to the
penalties under Section 4.05(b), at any time following the
Participant’s termination of employment, the Participant or the
Beneficiary of a deceased Participant may elect to receive an
accelerated distribution of his accrued Excess Benefit (or if
benefit payments have already commenced, the Actuarially Equal
single lump sum present value of the Participant’s remaining





-16-






 




	 	 	 	benefit) in a lump sum payment, payable sixty (60) days after
giving written notice of the election on a form furnished by and
filed with the Committee.
	 
	 	(b)	 	Forfeitures. Any lump sum payment under this Section 4.05
shall be reduced by a penalty equal to ten percent (10%) of such
payment which shall be forfeited to the Company. Notwithstanding
any other provisions of this Plan, no penalty shall apply if the
Committee determines, based on the advice of counsel or a final
determination by the Internal Revenue Service or any court of
competent jurisdiction, that by reason of the elective provisions
of this Section 4.05, any Participant or Beneficiary has recognized
or will recognize gross income for federal income tax purposes
under this Plan in advance of payment to him or her of the Excess
Benefit. The Committee may also reduce or eliminate the penalty if
it determines that this action will not cause any Participant or
Beneficiary to recognize gross income for federal income tax
purposes under this Plan in advance of payment of the Excess
Benefit.



4.06. Termination for Cause. Notwithstanding any provision in this Plan to the
contrary, no Excess Benefit under this Article IV shall be paid to an employee
who is terminated for cause. For purposes of this provision, “for cause” shall
be defined as conviction for the commission of a felony or removal from office
by order of the Comptroller of the Currency, Federal Reserve Board, or other
appropriate agency.







-17-






 



ARTICLE V



OTHER BENEFITS



5.01. Firstar Corporation Supplemental Retirement Plan. The Firstar
Corporation Supplemental Retirement Plan as in effect immediately prior to
November 20, 1998, the terms of which are incorporated herein by this
reference, shall be continued as a part of this Plan solely for the benefit of
the individuals identified in Appendix A-1, and any other participants in such
Plan who terminated employment before November 20, 1999 with a right to receive
benefits under such Plan.





5.02. U.S. Bancorp Nonqualified Supplemental Executive Retirement Plan. The
U.S. Bancorp Nonqualified Supplemental Executive Retirement Plan as in effect
on September 30, 2001, the terms of which are incorporated herein by this
reference, shall be continued as a part of this Plan solely for the benefit of
the individuals identified in Appendices A-2 and A-3, and any other
participants in such Plan who terminated employment before September 30, 2001,
with a right to receive benefits under such Plan. With respect to any
individual identified in Appendix A-2, the amount of the individual’s benefit
shall be the benefit the individual had earned as of September 30, 2001, but
calculated taking into account service through December 31, 2001, as explained
more fully in Appendix A-2. With respect to the individuals listed in Appendix
A-3, the amount of the individual’s benefit shall be determined at the time of
the individual’s termination of employment. For purposes of calculating the
benefit payable to one of the individuals listed on Appendix A-3, the special
rules set forth in Appendix A-3 shall apply, notwithstanding anything in the
U.S. Bancorp Nonqualified Supplemental Executive Retirement Plan document as in
effect on September 30, 2001 to the contrary.





5.03. Firstar Benefits Equalization Plan. The Firstar Corporation Pension
Benefits Equalization Plan as in effect immediately prior to November 20, 1998,
the terms of which are incorporated herein by this reference, shall be
continued as a part of this Plan solely for the benefit of the individuals
identified in Appendix A-4, and any other participants in such Plan who
terminated employment before November 20, 1999 with a right to receive benefits
under such Plan.





5.04. Other Plans. The benefits earned by participants in several
non-qualified supplemental retirement plans or arrangements established and
maintained by Firstar Corporation, Star Bank Corp., Mercantile Bancorp, and/or
entities acquired by such organizations have been consolidated under this Plan.
The following is a list of such plans and arrangements, the terms of which are
incorporated by reference into this Plan, subject to any modifications set
forth in the applicable Appendix A. The participants who are or may become
entitled to benefits under each such plan or arrangement are listed in the
indicated Appendix:



-18-






 





	 	 	 
	Name of Plan	 	Appendix
	
	 	

	Firstar Financial Corp. Supplemental Retirement Plan	 	
A-5
	 	 	 
	American Bank Supplemental Pension and
Executive Deferred Corporation Plans	 	
A-6
	 	 	 
	Banks of Iowa Supplemental Pension Agreements	 	
A-7
	 	 	 
	Firstar Special Supplemental Pension Agreements	 	
A-8
	 	 	 
	Minnesota Special Supplemental Pension Arrangements	 	
A-9
	 	 	 
	Mercantile Bancorporation Inc. Supplemental Retirement Plan	 	
A-10



5.05. Form of Payment. Other Benefits which are payable pursuant to the
various plans, contracts or arrangements set forth in this Article V and
related Appendices shall be paid in the form or forms of payment authorized
under such plan, contract or arrangement.







-19-






 



ARTICLE VI



SUPPLEMENTAL RETIREMENT BENEFITS



6.01. Participation Limited. This Article VI and the benefits hereunder apply
only to those individuals who have been designated by the Committee as eligible
to receive a Supplemental Benefit and who are listed on an Appendix B.





6.02. Normal Retirement. A Participant who is entitled to a Supplemental
Benefit whose employment terminates on or after his or her Normal Retirement
Date shall be entitled to a benefit commencing at the Participant’s Normal
Retirement Date (or, if later, upon the Participant’s termination of
employment) in the normal form of payment specified in the applicable Appendix
B, in an amount calculated as follows:






	 	(a)	 	First, the formula specified in the applicable Appendix B
shall be applied to the Participant’s Final Average Monthly
Earnings and Credited Service, subject to any special terms,
conditions or modifications (other than the reductions referred to
in (b) below) specified in the applicable Appendix B.
	 
	 	(b)	 	Second, the amount determined in (a) above shall be reduced
by all of the following (each of which shall be considered an
“offsetting benefit”): (i) any benefits paid or payable to the
Participant from the Qualified Plan, (ii) any Excess Benefits paid
or payable to the Participant from this Plan, (iii) any other
retirement benefits (qualified or not) paid or payable by the
Employer (or any related employer) to the Participant, and (iv) if
so specified in the applicable Appendix B, any benefits paid or
payable to the Participant under a plan of, or pursuant to an
agreement with, a prior employer of the Participant. If payment of
an offsetting benefit has not commenced on or before the date as of
which the Participant’s Supplemental Benefit commences, the
reduction attributable to such offsetting benefit shall be
Actuarially Equal to the offsetting benefit payable (but not
actually commenced) on the date the Participant’s Supplemental
Benefit commences or, if the offsetting benefit could not by its
terms actually be commenced until a later date, the offsetting
benefit payable on the earliest permitted commencement date. If
payment of an offsetting benefit has commenced on or before the
date as of which the Supplemental Benefit commences, the reduction
attributable to such offsetting benefit shall be Actuarially Equal
to the offsetting benefit that actually commenced.





-20-






 



The excess, if any, of (a) over (b) shall be the Participant’s Supplemental
Benefit at or after Normal Retirement (or at termination of employment, if
later).





6.03. Early Retirement. A Participant who is entitled to a Supplemental
Benefit whose employment terminates on or after his or her Early Retirement
Date and before his or her Normal Retirement Date shall be entitled to a
benefit commencing as soon as administratively feasible after the Participant’s
termination of employment in the normal form of payment specified in the
applicable Appendix B, in an amount calculated as follows:






	 	(a)	 	First, the amount determined in Section 6.01(a) is
calculated based on the formula and reductions (including
reductions for early commencement) specified in the applicable
Appendix B.
	 
	 	(b)	 	Second, the amount determined in (a) above shall be reduced
by all of the following (each of which shall be considered an
“offsetting benefit”): (i) any benefits paid or payable to the
Participant from the Qualified Plan, (ii) any Excess Benefits paid
or payable from this Plan to the Participant, (iii) any other
retirement benefits (qualified or not) paid or payable by the
Employer (or any related employer) to the Participant, and (iv) if
so specified in Appendix B, any benefits paid or payable under a
plan of a prior employer of the Participant. If payment of an
offsetting benefit has not commenced on or before the date as of
which the Participant’s Supplemental Benefit commences, the
reduction attributable to such offsetting benefit shall be
Actuarially Equal to the offsetting benefit payable (but not
actually commenced) on the date the Participant’s Supplemental
Benefit commences or, if the offsetting benefit could not by its
terms actually be commenced until a later date, the offsetting
benefit payable on the earliest permitted commencement date. If
payment of an offsetting benefit has commenced on or before the
date as of which the Supplemental Benefit commences, the reduction
attributable to such offsetting benefit shall be Actuarially Equal
to the offsetting benefit that actually commenced.



The excess, if any, of (a) over (b) shall be the Participant’s Supplemental
Benefit at Early Retirement.





6.04. Vested Termination Benefits. A Participant who is entitled to a
Supplemental Benefit whose employment terminates before his or her Early
Retirement Date shall be entitled to a benefit, commencing as soon as
administratively feasible after the Participant’s termination of employment, in
the normal form of payment specified in the applicable Appendix B, in an amount
calculated as follows:



-21-






 







	 	(a)	 	First, the amount determined in Section 6.01(a) is
calculated based on the formula and reductions (including
reductions for early commencement and reductions attributable to
vesting restrictions) specified in the applicable Appendix B.
	 
	 	(b)	 	Second, the amount determined in (a) above shall be reduced
by all of the following (each of which shall be considered an
“offsetting benefit”): (i) any benefits paid or payable to the
Participant from the Qualified Plan, (ii) any Excess Benefits paid
or payable from this Plan to the Participant, (iii) any other
retirement benefits (qualified or not) paid or payable by the
Employer (or any related employer) to the Participant, and (iv) if
so specified in Appendix A, any benefits paid or payable under a
plan of a prior employer of the Participant. If payment of an
offsetting benefit has not commenced on or before the date as of
which the Supplemental Benefit commences, the reduction
attributable to such offsetting benefit shall be Actuarially Equal
to the offsetting benefit payable (but not actually commenced) on
the date the Participant’s Supplemental Benefit commences or, if
the offsetting benefit could not by its terms actually be commenced
until a later date, the offsetting benefit payable on the earliest
permitted commencement date. If payment of an offsetting benefit
has commenced on or before the date as of which the Supplemental
Benefit commences, the reduction attributable to such offsetting
benefit shall be Actuarially Equal to the offsetting benefit that
actually commenced.



The excess, if any, of (a) over (b) shall be the Participant’s Supplemental
Benefit at Vested Termination.





6.05. Documentation and Assumptions. Notwithstanding anything in this Article
VI to the contrary:






	 	(a)	 	No Supplemental Benefits shall be due to a Participant
until after the Participant has provided the Plan Administrator
with such documentation of any benefits payable under the plan of a
prior employer of the Participant as the Plan Administrator
reasonably determines is necessary to calculate any applicable
offset based on such benefits.
	 
	 	(b)	 	The Plan Administrator may use whatever assumptions or
methods it deems reasonable to determine the appropriate prior
employer benefit or other benefit that is to be offset against the
benefits provided by this Plan and to convert that offsetting
benefit to a comparable form when calculating a Participant’s
Supplemental Benefit.





-22-






 






	 	(c)	 	A Participant who is Disabled and who is entitled to
receive a Disability Benefit as provided in Article VII shall not
be treated for purposes of this Article VI as having terminated his
or her employment prior to the date on which such Disability
Benefit ceases. If a Participant’s Disability Benefit ceases due
to the Participant’s death or attainment of his or her Normal
Retirement Date, the Participant shall be treated as having
terminated employment on the date the Disability Benefit ends. If
the Participant’s Disability Benefit ceases because the Participant
ceased to be Disabled, the Participant shall be treated as
terminated on the date the Disability Benefit ends only if the
Participant fails to return immediately to active employment.
	 
	 	(d)	 	As applied to any particular Participant, the terms and
conditions of this Article VI, including the foregoing subsections
of this Section 6.05, shall be subject to any modifications or
limitations set forth in the Appendix B for that Participant.



6.06. Optional Payment Forms. In lieu of payment in the normal form described
in the applicable Appendix B, a Participant may elect to receive his or her
Supplemental Benefit in any of the optional forms of payment described in
Section 4.03 of this Plan (subject to any limitations on their availability set
forth therein), by making an election in writing on an election form approved
by the Committee and filed with the Committee or its designated agent for this
purpose not less than twelve full months prior to the Participant’s termination
of employment. A Participant may change his or her election at any time by
filing another election form; provided, however, that any election form that
does not satisfy the advance filing requirements of the preceding sentence
shall be void and shall be disregarded. An election form shall not be
considered filed until the completed form is actually received by the Committee
or its designated agent.





No optional payment election form filed by a married participant shall be
effective unless it includes the written consent of the Participant’s spouse
and such spousal consent has been witnessed by a notary public. The consent of
the spouse shall be irrevocable. If the last optional payment election form
filed by a Participant at least twelve full months prior to the Participant’s
termination of employment required spousal consent because the Participant was
married at the time that election was filed and either (a) the Participant is
married to a different spouse on the date the Participant’s benefit commences,
or (b) the consenting spouse was named as a joint annuitant on such last
optional payment election form and the consenting spouse dies before the date
the Participant’s benefit commences, then (in either case) the Participant’s
optional payment election shall be void and have no effect, and the
Participant’s benefit shall be paid in the normal form described in the
applicable Appendix B.





If a Participant elects an optional payment election form that requires the
designation of a joint annuitant and such joint annuitant dies prior to the
date the Participant’s benefit commences, the
Participant’s optional payment
election shall be void and the Participant’s benefit shall be paid in the
normal form described in the applicable Appendix B.







-23-






 


Payment in any available optional form other than a single lump sum cash
payment shall be in an amount that is Actuarially Equal to the Supplemental
Benefit payable in the normal form of payment specified in the applicable
Appendix B. Payment in the form of a single lump sum cash payment shall be in
an amount that is Actuarially Equal to the Supplemental Benefit payable in the
normal form of payment specified in the applicable Appendix B; provided,
however, that if the Participant’s Supplemental Benefit was subject to an early
retirement reduction, such reduced Supplemental Benefit shall be converted to a
benefit as of the earliest time the Participant could have received an
unreduced benefit by dividing the reduced Supplemental Benefit by the early
reduction factor specified in the applicable Appendix B, and the Participant’s
single lump sum shall be calculated based on that converted amount.





Payment in any optional form timely elected pursuant to this Section 6.06 shall
commence at the same time as the Participant’s benefit would have commenced if
it had been paid in the normal form of payment unless the Participant specifies
a later date in his or her last effective optional payment election form.





Election of an optional form of payment with respect to a Participant’s
Supplemental Benefit shall not affect payment of the Participant’s Excess
Benefit, and election of an optional form of payment with respect to a
Participant’s Excess Benefit shall not affect payment of the Participant’s
Supplemental Benefit, unless the Participant’s last effective optional payment
election form expressly provides that it applies to both benefits.





Notwithstanding anything in this Article VI to the contrary: (i) if a
Participant’s termination of employment occurs prior to April 1, 2004, the
Committee in its sole discretion may require that the Participant accept
payment of his or her Supplemental Benefit in the form of a single lump sum
cash payment, regardless of any optional payment election filed by the
Participant and regardless of the manner in which any other benefits under this
Plan are actually paid to the Participant; (ii) the Committee in its sole
discretion may elect to pay any or all of the amounts due to a joint annuitant
in the form of an Actuarially Equal single lump sum; and (iii) if the Committee
exercises its discretion to require payment in the form of a single lump sum
cash payment or a Participant timely elects a single lump sum cash payment, and
the Company reasonably concludes that the size of such payment would (taking
into account any other payments due to the Participant) adversely affect the
financial statements of the Company, then the Participant shall be paid instead
in a series of at least three and not more than five annual installments,
commencing on the date as of which the single lump sum cash payment would have
been paid. The first such installment shall be in an amount equal to the
maximum amount that the Company reasonably concludes can be paid without
triggering the adverse financial statement impact, and each remaining
installment shall equal the sum of (x) interest from the date of the most
recent previous payment on the unpaid balance of the original amount that would
(but for the adverse financial statement impact) have been paid in a single
lump sum, and (y) the




-24-






 



maximum amount of such unpaid balance that can be paid
without causing the combined amount (x plus y) to trigger an adverse financial
statement impact; provided, however, that if the foregoing method of
calculating the installment amounts would result in the payment of only two
installments, the amounts payable in each installment shall be adjusted so that
payment of the entire amount that would otherwise have been paid in a single
lump sum payment, plus interest thereon, shall be made in three substantially
equal installments; and provided further, that if a fifth installment is
required, it shall include the entire unpaid balance, without regard to whether
that amount will trigger an adverse financial statement impact. In the event
installment payments are made pursuant to the preceding sentence, the rate at
which interest shall accrue on the unpaid balance of the original amount that
would (but for the adverse financial statement impact) have been paid in a
single lump sum shall be the same as the rate of interest used to determine the
original Actuarially Equal single lump sum payment amount.





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ARTICLE VII



DISABILITY BENEFITS



7.01. Eligibility, Commencement. Except as otherwise provided in the
applicable Appendix B, if a Participant who is eligible for Supplemental
Benefits or named in Appendix A-3 is determined to be Disabled prior to
termination of his or her employment with the Employer, the Participant shall
be entitled to receive a Disability Benefit as provided in this Article VII.
Such benefit shall commence on the Participant’s Disability Commencement Date
and shall continue until the Participant dies, ceases to have a Disability, or
attains his or her Normal Retirement Date, whichever happens first.





7.02. Amount. The benefit payable to the Disabled Participant shall be sixty
percent (60%) of his or her current Monthly Earnings reduced by any benefits
payable to such Participant from the Qualified Plan, Social Security, Workers’
Compensation or any long-term disability plan sponsored by the Employer. The
amount by which each monthly Disability Benefit payment shall be reduced on
account of benefits payable under the Qualified Plan shall be the monthly
benefit payable under the Qualified Plan to the Disabled Participant in the
single life annuity form, whether or not the Participant’s Qualified Plan
benefit is actually paid in that form.





7.03. Cessation of Disability. If the Disabled Participant ceases to be
Disabled prior to his Normal Retirement Date, Disability Benefits hereunder
shall cease. Upon subsequent termination of the Disabled Participant’s
employment with the Employer, the Disabled Participant’s Excess and
Supplemental Benefits shall be calculated including service credit for the
period of Disability.





7.04. Normal Retirement. If the Disabled Participant’s Disability continues
until his or her Normal Retirement Date, Disability benefits hereunder shall
cease and the Participant shall be treated as having terminated employment with
the Employer at his or her Normal Retirement Date. The Disabled Participant’s
Excess or Supplemental Benefit at Normal Retirement Date shall be calculated by
assuming that his or her “Benefit Service” (as defined in the Qualified Plan)
and Monthly Earnings continued uninterrupted from his or her date of Disability
until his or her Normal Retirement Date.







-26-






 



ARTICLE VIII



DEATH BENEFITS



8.01. Death Before Benefit Commencement.






	 	(a)	 	Supplemental Benefits. Upon the death of a Participant who
died:




	 	(i)	 	before his or her Supplemental
Benefit commenced; and
	 
	 	(ii)	 	after becoming at least partially
vested in his or her Supplemental Benefit;




	 	 	 	the vested portion of the Participant’s Supplemental Benefit
shall be payable to the Participant’s Beneficiary. If, at
the time of the Participant’s death, payment of the
Supplemental Benefit to the Participant was due or pending
but had not yet actually commenced, such payment shall not be
made and commencement of the Participant’s Supplemental
Benefit shall be deemed to have not occurred. The survivor
benefit payable under this subsection (a) shall be subject to
any modifications specified in the applicable Appendix B.
	 
	 	(b)	 	Excess Benefits. Upon the death of a Participant who died
before his or her Excess Benefit commenced, the Participant’s
Excess Benefit shall be payable to the Participant’s Beneficiary.
If, at the time of the Participant’s death, payment of the Excess
Benefit to the Participant was due or pending but had not yet
actually commenced, such payment shall not be made and commencement
of the Participant’s Excess Benefit shall be deemed to have not
occurred.
	 
	 	(c)	 	Form of Benefit – When Payable. Any survivor benefit
payable under subsections (a) or (b) of this Section 8.01 to a
Beneficiary other than the Participant’s surviving spouse shall be
paid in the form of a single lump sum payment equal to that portion
of the Actuarially Equal present value of the applicable benefit
(Supplemental Benefit or Excess Benefit) at the time of the
Participant’s death that the Beneficiary was designated to receive.
	 
	 	 	 	Any survivor benefit payable under subsections (a) or (b) of
Section 8.01 to the Participant’s surviving spouse shall
consist of the monthly survivor annuity described in
subsection (d) of this Section 8.01 and a single lump sum
payment equal to the excess of the Actuarially Equal present
value of the portion of the survivor benefit at the time of
the Participant’s death that 





-27-






 




	 	 	 	the surviving spouse was
designated to receive over the Actuarially Equal present
value at the time of the Participant’s death
of the monthly
survivor annuity described in subsection (d) of this Section
8.01; provided, however, that if the portion of the survivor
benefit at the time of the Participant’s death that is
payable to the Participant’s surviving spouse is less than
the value of the monthly survivor annuity described in
subsection (d) below, then the surviving spouse shall be paid
only a pro rata portion of such monthly survivor annuity and
no lump sum payment.
	 
	 	 	 	Any lump sum payment due to a Beneficiary shall be paid as
soon as administratively feasible after the Employer is
provided evidence of the Participant’s death. The first
payment of a surviving spouse’s monthly survivor annuity
described in subsection (d) below shall be due after the
death of the Participant on the first day of the calendar
month after the calendar month in which the Participant died
or, if later, the first day of the calendar month in which
the Participant’s “Earliest Commencement Date” (as defined in
the Qualified Plan) would have occurred. The last payment of
this survivor annuity shall be due to the surviving spouse on
the first day of the calendar month in which the surviving
spouse dies. No election, rescission or other action taken
by the Participant under Section 4.03 (optional forms for
Excess Benefits) or Section 6.06 (optional forms for
Supplemental Benefits) shall be effective to modify the
survivor annuity hereinbefore described. No other death
benefit shall be payable with respect to a Participant who
dies under these circumstances.
	 
	 	(d)	 	Spouse’s Annuity. The amount of any survivor benefit
payable under subsections (a) or (b) of this Section 8.01 that is
payable in the form of a monthly survivor annuity to the
Participant’s spouse shall be:



	 	(i)	 	if the Participant dies before the
Participant’s termination of employment, the amount
which the surviving spouse would have received if the
Participant had a termination of employment on the date
of the Participant’s death for reasons other than the
Participant’s death and had lived to and had elected to
commence receipt of the applicable benefit (Supplemental
Benefit or Excess Benefit) on the date as of which the
surviving spouse’s monthly survivor annuity is to
commence and had elected to receive the applicable
benefit in the form of a 50% joint and survivor annuity
form and had immediately died, or
	 
	 	(ii)	 	if the Participant dies after the
Participant’s termination of employment, the amount
which the surviving spouse would have received if the
Participant had lived to and had elected to 





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	 	 	 	commence
receipt of the applicable benefit (Supplemental Benefit
or Excess Benefit) on the date as of which the surviving
spouse’s monthly survivor annuity is to commence and had
elected to receive the applicable benefit in the 50%
joint and survivor annuity form and had immediately
died.



8.02. Death After Benefit Commencement. Any benefits payable after the death
of a Retired Participant with respect to a benefit under this Plan that
commenced to a Retired Participant prior to the Retired Participant’s death
shall be determined in accordance with the payment form applicable to that
benefit.





8.03. Designation of Beneficiaries.






	 	(a)	 	Right to Designate. Each Participant may designate, upon
forms to be furnished by and filed with the Committee, one or more
primary Beneficiaries or alternate Beneficiaries to receive all or
a specified part of the Death Benefits payable pursuant to this
Article VIII. Such Participant may change or revoke any such
designation from time to time before commencement of payment of the
Participant’s Excess and/or Supplemental Benefits without notice to
or consent from any Beneficiary or spouse. No such designation,
change or revocation shall be effective unless executed by the
Participant eligible to make such designation and received by the
Committee during such employee’s lifetime and prior to commencement
of payment of such benefits. Any payments made by the Employer to
a Beneficiary in good faith and under the terms of the Plan shall
fully discharge the Employer from all further obligations with
respect to such payments.
	 
	 	(b)	 	Spousal Consent. Notwithstanding the foregoing, a
designation will not be valid for the purpose of paying benefits
from the Plan to anyone other than a surviving spouse of the
Participant (if there is a surviving spouse) unless that surviving
spouse consents in writing to the designation of another person as
Beneficiary. To be valid, the consent of such spouse must be in
writing, must acknowledge the effect of the designation of the
Beneficiary and must be witnessed by a notary public. The consent
of the spouse must be to the designation of a specific named
Beneficiary which may not be changed without further spousal
consent, or alternatively, the consent of the spouse must expressly
permit the Participant to make and to change the designation of
Beneficiaries without any requirement of further spousal consent.
The consent of the surviving spouse need not be given at the time
the designation is made. The consent of the surviving spouse need
not be given before the death of the Participant. The consent of
the surviving spouse will be required, however, before benefits can
be paid to 





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	 	 	 	any person other than the surviving spouse. The consent
of a spouse shall be irrevocable and shall be effective only with
respect to that spouse.
	 
	 	(c)	 	Failure of Designation. If a Participant:




	 	(1)	 	fails to designate a Beneficiary,
	 
	 	(2)	 	designates a Beneficiary and
thereafter revokes such designation without naming
another Beneficiary, or
	 
	 	(3)	 	designates one or more Beneficiaries
and all such Beneficiaries so designated fail to survive
the Participant,




	 	 	 	such Participant’s Death Benefit, or the part thereof as to
which such Participant’s designation fails, as the case may
be, shall be payable to the Participant’s surviving spouse,
or if there is no surviving spouse, then in equal proportions
to the Participant’s surviving children. If the Participant
is not survived by a spouse or children, then such amounts
will be paid to the estate of the Participant.
	 
	 	(d)	 	Definitions. When used herein and, unless the Participant
has otherwise specified in the Participant’s Beneficiary
designation, when used in a Beneficiary designation, “issue” means
all persons who are lineal descendants of the person whose issue
are referred to, including legally adopted descendants and their
descendants but not including illegitimate descendants and their
descendants; “child” means an issue of the first generation; “per
stirpes” means in equal shares among living children of the person
whose issue are referred to and the issue (taken collectively) of
each deceased child of such person, with such issue taking by right
of representation of such deceased child; and “survive” and
“surviving” mean living after the death of the Participant.
	 
	 	(e)	 	Special Rules. Unless the Participant has otherwise
specified in the Participant’s Beneficiary designation, the
following rules shall apply:




	 	(1)	 	If there is not sufficient evidence
that a Beneficiary was living at the time of the death
of the Participant, it shall be deemed that the
Beneficiary was not living at the time of the death of
the Participant.
	 
	 	(2)	 	The automatic Beneficiaries specified
in Section 8.03(c) and the Beneficiaries designated by
the Participant shall become fixed at the time of the
Participant’s death so that, if a Beneficiary survives
the Participant but dies before the receipt of all
payments due such 





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	 	 	 	Beneficiary hereunder, such remaining
payments shall be payable to the representative of such
Beneficiary’s estate.
	 
	 	(3)	 	If the Participant designates as a
Beneficiary the person who is the Participant’s spouse
on the date of the designation, either by name or by
relationship, or both, the dissolution, annulment or
other legal termination of the marriage between the
Participant and such person shall automatically revoke
such designation. (The foregoing shall not prevent the
Participant from designating a former spouse as a
Beneficiary on a form executed by the Participant and
received by the Committee after the date of the legal
termination of the marriage between the Participant and
such former spouse, and during the Participant’s
lifetime.)
	 
	 	(4)	 	Any designation of a nonspouse
Beneficiary by name that is accompanied by a description
of relationship to the Participant shall be given effect
without regard to whether the relationship to the
Participant exists either then or at the Participant’s
death.
	 
	 	(5)	 	Any designation of a Beneficiary only
by statement of relationship to the Participant shall be
effective only to designate the person or persons
standing in such relationship to the Participant at the
Participant’s death.




	 	 	 	A Beneficiary designation is permanently void if it either is
executed or is filed by a Participant who, at the time of
such execution or filing, is then a minor under the law of
the state of the Participant’s legal residence. The
Committee shall be the sole judge of the content,
interpretation and validity of a purported Beneficiary
designation.
	 
	 	(f)	 	No Spousal Rights. Except as otherwise provided in
subsection (b) above, no spouse or surviving spouse of a
Participant and no person designated to be a Beneficiary shall have
any rights or interest in the benefits accumulated under this Plan.





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ARTICLE IX



FUNDING



9.01. Unfunded Plan. The obligation of the Employer to make payments under
this Plan constitutes only the unsecured promise of the Employer to make such
payments. The Participant shall have no lien, prior claim or other security
interest in any property of the Employer. If a fund is established by the
Employer in connection with this Plan, the property therein shall remain
subject to the claims of the creditors of the Employer in the event the
Employer is (i) is unable to pay its debts as they become due, or (ii) is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code, or (iii) is determined to be insolvent by a federal or state regulatory
agency having the authority to do so.





9.02. Insurance. If the Employer elects to finance all or a portion of its
costs in connection with this Plan through the purchase of life insurance or
other investments, the Participant agrees, as a condition of participation in
this Plan, to cooperate with the Employer in the purchase of such investment to
any extent reasonably required by the Employer and relinquishes any claim he or
she may have either for himself or herself or any beneficiary to the proceeds
of any such investment or any other rights or interests in such investment. If
a Participant fails or refuses to cooperate, then notwithstanding any other
provision of this Plan all benefits payable to or with respect to the
Participant under the Plan shall be immediately and irrevocably terminated and
forfeited, and the person shall cease to be a Participant.





9.03. Limitation on Liability. Neither the Employer’s officers nor any member
of its Board of Directors in any way secures or guarantees the payment of any
benefit or amount which may become due and payable hereunder to or with respect
to any Participant. Each Participant and other person entitled at any time to
payments hereunder shall look solely to the assets of the Employer for such
payments as an unsecured, general creditor. After benefits shall have been
paid to or with respect to a Participant and such payment purports to cover in
full the benefit hereunder, such former Participant or other person or persons,
as the case may be, shall have no further right or interest in the other assets
of the Employer in connection with this Plan. Neither the Employer nor any of
its officers nor any member of its Boards of Directors shall be under any
liability or responsibility for failure to effect any of the objectives or
purposes of the Plan by reason of the insolvency of the Employer.







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ARTICLE X



PLAN ADMINISTRATION



10.01. Plan Administrator. The Committee shall be the Plan Administrator.





10.02. Powers. The Plan Administrator shall have the following duties, powers,
and responsibilities:






	 	(a)	 	The Plan Administrator shall have the discretionary
authority and responsibility to interpret and construe the Plan, to
adopt and review rules relating to the Plan and to make any other
determinations for the administration of the Plan, including but
not limited to the entitlement of Participants and Beneficiaries,
and the amounts of their respective interests.
	 
	 	(b)	 	The Plan Administrator may employ such counsel,
accountants, actuaries, and other agents as they shall deem
advisable. The Employer shall pay the compensation of such
counsel, accountants, actuaries, and other agents and any other
expenses incurred by the Plan Administrator in the administration
of the Plan.
	 
	 	(c)	 	The Plan Administrator may delegate all or part of its
authority hereunder to the Chief Executive Officer or to any other
appropriate officer of the Employer, or to the Benefits
Administration Committee of U.S. Bancorp, provided that, in the
case of delegation to an officer, such delegation shall not include
authority to make determinations affecting the benefits payable to
the Chief Executive Officer or such other officer and, in the case
of delegation to the Benefits Administration Committee of U.S.
Bancorp, such delegation shall not include authority to make
determinations with respect to any senior executive officer.





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ARTICLE XI



AMENDMENT OR TERMINATION



11.01. Amendment. The Company, by action of its Board of Directors, reserves
the right at any time and from time to time, whether prospectively,
retroactively, or both, to terminate, modify or amend, in whole or in part, any
or all provisions of the Plan, without notice to any person affected by this
Plan. This power includes the right at any time and for any reason deemed
sufficient by it to terminate or curtail the benefits of this Plan with regard
to persons expecting to receive benefits in the future and/or persons already
receiving benefits at the time of such action. No modification of the terms of
this Plan shall be effective unless it is adopted or ratified by the Board or
set forth in writing and signed by a duly authorized representative of the
Company. No oral representation concerning the interpretation or effect of
this Plan shall be effective to amend the Plan. All of the power and authority
granted to the Company pursuant to this Section may also be exercised by the
Benefits Administration Committee of U.S. Bancorp, except to the extent any
action would relate to the benefits of any senior executive officer of the
Company.





11.02. No Reduction of Accrued Benefits. Notwithstanding Section 11.01, no
termination, modification or amendment, other than a change in the interest or
mortality assumptions used to determine whether benefits are Actuarially Equal,
may have the effect of reducing the Excess Benefits, Supplemental Benefits or
Other Benefits accrued prior to January 1, 2002, by any Participant or any
Retired or Disabled Participant, without the consent of such Participant,
Retired Participant or Disabled Participant, if such consent would have been
required for a similar reduction under the predecessor plan (i.e., the plan
that merged into this Plan) in which the Participant, Retired Participant or
Disabled Participant participated. Similarly, no termination, modification or
amendment, other than a change in the interest or mortality assumptions used to
determine whether benefit are Actuarially Equal, may have the effect of
reducing the benefits accrued prior to January 1, 2002, that are payable to the
Beneficiary of a deceased Participant without the consent of the Beneficiary if
such consent would have been required for a similar reduction under the
predecessor plan (i.e., the plan that merged into this Plan) in which the
Participant participated.







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ARTICLE XII



CLAIMS PROCEDURE



12.01. Claims. Benefits shall be paid in accordance with the provisions of
this Plan. The Participant, or his Beneficiary (hereinafter referred to as the
“Claimant”) shall make a written request for the benefits provided under this
Plan. This written claim shall be mailed or delivered to the Plan
Administrator.





12.02. Claim Denials. If the claim is denied, either wholly or partially,
notice of the decision shall be mailed to the Claimant within a reasonable time
period. This time period shall not exceed more than ninety (90) days after the
receipt of the claim by the Plan Administrator.





12.03. Notice of Claim Denials. The Plan Administrator shall provide such
written notice to every Claimant who is denied a claim for benefits under this
Plan. The notice shall set forth the following information:






	 	(a)	 	the specific reasons for denial;
	 
	 	(b)	 	the specific reference to pertinent Plan provisions on
which the denial is based;
	 
	 	(c)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation
of why such material or information is necessary; and
	 
	 	(d)	 	appropriate information and explanation of the claims
procedure under this Plan to permit the Claimant to submit his
claim for review.



12.04. Appeals. The claims procedure under this Plan shall allow the Claimant
a reasonable opportunity to appeal a denied claim and to get a full and fair
review of that decision from the Plan Administrator.






	 	(a)	 	The Claimant shall exercise his right of appeal by
submitting a written request for a review of the denied claim to
the Plan Administrator. This written request for review must be
submitted to the Plan Administrator within sixty (60) days after
receipt by the Claimant of the written notice of denial.
	 
	 	(b)	 	The Claimant shall have the following rights under this
appeal procedure:




	 	(1)	 	to request a review by the Plan
Administrator upon written application;





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	 	(2)	 	to review pertinent documents created
under this Plan with respect to the Claimant’s claim for
benefits;
	 
	 	(3)	 	to submit issues and comments in
writing;
	 
	 	(4)	 	to request an extension of time to
make a written submission of issues and comments; and
	 
	 	(5)	 	to request that a hearing be held to
consider Claimant’s appeal.



12.05. Appeal Process. The decision on the review of the denied claim shall
promptly be made by the Plan Administrator:






	 	(a)	 	within forty-five (45) days after the receipt of the
request for review if no hearing is held; or
	 
	 	(b)	 	within ninety (90) days after the receipt of the request
for review, if an extension of time is necessary in order to hold a
hearing.




	 	(1)	 	If an extension of time is necessary
in order to hold a hearing, the Plan Administrator shall
give the Claimant written notice of the extension of
time and of the hearing. This notice shall be given
prior to any extension.
	 
	 	(2)	 	The written notice of extension shall
indicate that an extension of time will occur in order
to hold a hearing on Claimant’s appeal. The notice
shall also specify the place, date, and time of that
hearing and the Claimant’s opportunity to participate in
the hearing. It may also include any other information
the Plan Administrator believes may be important or
useful to the claimant in connection with the appeal.



12.06. Hearings. The decision to hold a hearing to consider the Claimant’s
appeal of the denied claim shall be within the sole discretion of the Plan
Administrator, whether or not the Claimant requests such a hearing.





12.07. Decisions on Appeal. The Plan Administrator’s decision on review shall
be made in writing and provided to the Claimant within the specified time
periods. This written decision on review shall contain the following
information:






	 	(a)	 	the decision(s);
	 
	 	(b)	 	the reasons for the decision(s); and






-36-






 



	 	(c)	 	specific references to the provisions of the Plan on which
the decision(s) is/are based.



All of this information shall be written in a manner calculated to be
understood by the Claimant.







-37-







 



ARTICLE XIII



MISCELLANEOUS



13.01. No Employment Contract. Nothing contained in this Plan shall be deemed
to give any Participant or Employee the right to be retained in the service of
the Employer or to limit the right of the Employer to discharge any Participant
or Employee at any time regardless of the effect which such discharge shall
have upon him as a Participant of the Plan.





13.02 Effect on Other Plans. This Plan shall not alter, enlarge or diminish
any person’s employment rights or obligations or rights or obligations under
the Qualified Plan or any other plan. It is specifically contemplated that the
Qualified Plan will, from time to time, be amended and possibly terminated.
All such amendments and termination shall be given effect under this Plan (it
being expressly intended that this Plan shall not lock in the benefit
structures of the Qualified Plan as they exist at the adoption of this Plan or
upon the commencement of participation, or commencement of benefits by any
Participant).





13.02. Errors in Computations. Neither the Company, the Employer, or the Plan
Administrator shall be liable or responsible for any error in the computation
of any benefit payable to or with respect to any Participant resulting from any
misstatement of fact made by the Participant or by or on behalf of any survivor
to whom such benefit shall be payable, directly or indirectly, to the Company,
the Employer or the Plan Administrator and used in determining the benefit.
Neither the Company, the Employer or the Plan Administrator shall be obligated
or required to increase the benefit payable to or with respect to such
Participant which, on discovery of the misstatement, is found to be understated
as a result of such misstatement of the Participant. However, the benefit of
any Participant which is overstated by reason of any such misstatement or any
other reason shall be reduced to the amount appropriate in view of the truth
(and to recover any prior overpayment).





13.03. No Salary Reduction. This Plan does not involve a reduction in salary
for the Participants or a foregoing of an increase in future salary by the
Participant.





13.04. Payments to Minors, Incompetents. In making any distribution to or for
the benefit of any minor or incompetent Beneficiary, the Plan Administrator, in
his sole, absolute and uncontrolled discretion, may, but need not, make such
distribution to a legal or natural guardian or other relative of such minor or
court appointed committee of such incompetent, or to any adult with whom such
minor or incompetent temporarily or permanently resides, and any such authority
and discretion to expend such distribution for the use and benefit of such
minor or incompetent. The receipt of such guardian, committee, relative or
other person shall be a complete discharge to the Employer, without any
responsibility on its part or on the part of the Plan Administrator to see to
the application thereof.







-38-






 


13.05. Non-Alienability. No Participant, surviving spouse, joint or contingent
annuitant or beneficiary shall have the power to transmit, assign, alienate,
dispose of, pledge or encumber any benefit payable under this Plan before its
actual payment to such person. The Employer shall not recognize any such
effort to convey any interest under this Plan. No benefit payable under this
Plan shall be subject to attachment, garnishment, execution following judgment
or other legal process before actual payment to such person. This Plan is not
required to and shall not permit the payment of benefits in accordance with a
qualified domestic relations order. (This Plan is exempt from Part 2 of
Subtitle B of Title I of ERISA.)





13.06. Successors. This Plan shall be binding upon and inure to the benefit of
the Employer, its successors and assigns and each Participant and his heirs,
executors, administrators and legal representatives.





13.07. Taxes. The Employer shall have the right to withhold such federal,
state or local taxes, including without limitation, FICA and FUTA taxes, as it
may be required to withhold by applicable laws. Such taxes may be withheld
from any benefits due hereunder or from any other compensation to which the
Participant is entitled from the Employer.





13.08. Governing Law. This Plan shall be governed by the laws of Minnesota.
This Plan is solely between the Employer and the Participant. The Participant,
his Beneficiary or other persons claiming through the Participant shall only
have recourse against the Employer for enforcement of the Plan.





13.09. Rules of Construction. An individual shall be considered to have
attained a given age on the individual’s birthday for that age (and not on the
day before). The birthday of any individual born on a February 29 shall be
deemed to be February 28 in any year that is not a leap year. Notwithstanding
any other provision of this Plan Statement or any election or designation made
under the Plan, any individual who feloniously and intentionally kills a
Participant shall be deemed for all purposes of this Plan and all elections and
designations made under this Plan to have died before such Participant. A
final judgment of conviction of felonious and intentional killing is conclusive
for the purposes of this Section. In the absence of a conviction of felonious
and intentional killing, the Principal Sponsor shall determine whether the
killing was felonious and intentional for the purposes of this Section.
Whenever appropriate, words used herein in the singular may be read in the
plural, or words used herein in the plural may be read in the singular; the
masculine may include the feminine; and the words “hereof,” “herein” or
“hereunder” or other similar compounds of the word “here” shall mean and refer
to the entire Plan and not to any particular paragraph or Section of this Plan
unless the context clearly indicates to the contrary. The titles given to the
various Sections of this Plan are inserted for convenience of reference only
and are not part of this Plan, and they shall not be considered in determining
the purpose, meaning or intent of any provision hereof. Any reference in this
Plan to a statute or regulation shall be considered also to mean and refer to
any subsequent amendment or replacement of that statute or regulation.





-39-






 



APPENDIX A-2



Except as otherwise provided in Appendix A-3 to this Plan, benefits under the
U.S. Bancorp Nonqualified Supplemental Executive Retirement Plan (the “SERP”)
ceased to accrue for all SERP participants effective as of September 30, 2001.
After that date and notwithstanding anything in the SERP to the contrary, the
“SERP Benefit” payable to each person who was a participant in the SERP on
September 30, 2001, shall equal the dollar amount of that person’s SERP Benefit
calculated as of September 30, 2001, but taking into account service through
December 31, 2001 when determining “total years of continuous and full-time
service” for purposes of the definition of a participant’s “Accrued SERP
Benefit” in Section 1.2.2(c) of the SERP. The accrued SERP Benefit (as
adjusted for any minimum benefits in excess of the cash balance benefit) shall
be paid in accordance with the terms of the SERP, and shall not increase or
decrease due to any subsequent changes in service, compensation, projected
pension benefits, or any other factor affecting the calculation of the SERP
Benefit.







 






 



APPENDIX A-3



The following persons are entitled to benefits pursuant to the terms of the
U.S. Bancorp Nonqualified Supplemental Executive Retirement Plan (the “SERP”)
as in effect on September 30, 2001, subject to the modifications set forth in
this Appendix A-3.





NAME



J. Robert Hoffman

Andrew Cecere

Lee R. Mitau

Daniel M. Quinn

Daniel W. Yohannes



The persons named in this Appendix A-3 were Participants in the U.S. Bancorp
Cash Balance Pension Plan as of December 31, 2001. After that date, the
tax-qualified pension benefits of these Participants are being provided under
the U.S. Bancorp Pension Plan. Their benefits under the U.S. Bancorp Pension
Plan will be the sum of two parts: 1) an Accrued Benefit as determined under
the U.S. Bancorp Cash Balance Pension Plan as it existed immediately prior to
January 1, 2002 for service prior to that date, and 2) an Accrued Benefit
determined under Section 2.1.1 of the U.S. Bancorp Pension Plan (2002
Restatement) for service on and after January 1, 2002.





Notwithstanding anything in the SERP document as in effect on September 30,
2001 to the contrary, in calculating the amount of the Other Benefit payable to
the persons named in this Appendix A-3, the following modifications shall apply
effective January 1, 2002 to take into account the changes to their underlying
pension benefits:





Section 1.2.1.





The term “Projected Cash Balance Annuity” in subsection (a)(i) of Section 1.2.1
of the SERP (which defines the Accrual Percentage) is replaced by the term
“Projected Pension Plan Annuity”.





Section 1.2.3.





The reference in Section 1.2.3 of the SERP to the “Cash Balance Plan” is
replaced by a reference to the “U.S. Bancorp Pension Plan as in effect on and
after January 1, 2002”.





Section 1.2.18.





Section 1.2.18 of the SERP is replaced in its entirety with the following:



 






 






     1.2.18. Prior Plans’ Offset — a dollar amount equal to the product of the
Participant’s Projected Average Compensation multiplied by the factor for that
Participant determined from Schedule II to this Plan Statement. The factor for
the participant shall be determined by reference to the Participant’s age at
his or her most recent date of hire by the Employer; provided, however, that in
the event the Projected Pension Plan Benefit is reduced as provided in the last
sentence of Section 1.2.20(a)(5), the factor shall be determined by reference
to the Participant’s age as of the applicable “conversion date” referred to in
Section 1.2.20(a)(5). To the same extent that the Committee determines under
Section 1.2.12 of the Plan Statement that a business entity was an Employer
prior to the date on which the business entity first became an Employer, the
business entity shall be considered an Employer for the purposes of this
paragraph.





Section 1.2.20.





Section 1.2.20 of the SERP is replaced in its entirety with the following:





     1.2.20 Projected Pension Plan Benefit – a dollar amount equal to the
single lump sum present value of the total benefit the Participant would be
expected to have accrued under the U. S. Bancorp Pension Plan at his or her
Normal Retirement Age based on the following assumptions.






	 	(a)	 	In determining the portion of a Participant’s Pension Plan
Benefit for service prior to January 1, 2002 (the “Cash Balance
Portion”), the following assumptions apply:




	 	(1)	 	The initial account balance shall be
the Participant’s Account Balance as of the last day of
the Plan Year immediately preceding the date as of which
the Projected Pension Benefit is determined.
	 
	 	(2)	 	The Cash Balance Portion shall be
based solely on the Participant’s Account Balance and
without regard to the Minimum Benefit described in
Section 1.4 of the Cash Balance Pension Plan or to any
grandfathered benefit described in Section 1.5 of the
Cash Balance Pension Plan;
	 
	 	(3)	 	The Cash Balance Portion shall
include such amounts as would have been included as of
December 31, 2001, if there were never any limitations
on benefits under Section 415 of the Internal Revenue
Code or limitations on compensation under section
401(a)(17) of the Internal Revenue Code;
	 
	 	(4)	 	Interest Credits under the Cash
Balance Portion shall be made at an annual rate that is
3 percentage points greater than the rate at which





 






 




	 	 	 	Projected Compensation is deemed to increase under this
Plan Statement;
	 
	 	(5)	 	Interest Credits shall be made as if
there were no limitations on benefits under Section 415
of the Internal Revenue Code; and
	 
	 	(6)	 	Subject to the following, the
Participant’s Account Balance shall not include any
amounts attributable to service with a business entity
prior to the date the business entity first became an
Employer. To the same extent that the Committee
determines that a business entity was an Employer prior
to the date on which the business entity first became an
Employer, amounts attributable to service with the
business entity shall be included in the Participant’s
Account Balance. Notwithstanding anything to the
contrary in this subsection (a)(6), unless the Committee
determines otherwise, in lieu of adjusting the Account
Balance of a Participant to exclude amounts attributable
to service with a business entity prior to the date the
business entity first became an Employer, the Projected
Pension Plan Benefit of any Participant whose prior
employer pension was merged into the Cash Balance Plan
on or after December 31, 1998, shall be reduced by the
amount of the single life annuity benefit payable at
Normal Retirement Age under the defined benefit pension
plans of the prior employer which were converted into a
lump sum amount and included in the Account Balance,
such single life annuity to be calculated as of the
conversion date (and to be determined without regard to
the limitations on benefits under section 415 of the
Internal Revenue Code and the limitation on compensation
under section 401(a)(17) of the Internal Revenue Code to
the extent the prior employer maintained a plan or plans
to provide such excess benefits).




	 	(b)	 	In determining the portion of a Participant’s Pension Plan
Benefit for service on and after January 1, 2002 (a Participant’s
Accrued Benefit under Section 2.1.1 of the U. S Bancorp Pension
Plan), the following assumptions apply:




	 	(1)	 	The Participant remains in Recognized
Employment through Normal Retirement Age;
	 
	 	(2)	 	The Participant receives future
increases in Base Pension Pay and Total Pension Pay at
the rate Projected Compensation is deemed to increase
under this Plan Statement;





 






 






	 	(3)	 	The Participant’s Base Pension Pay
and Total Pension Pay are not limited by Section
401(a)(17) of the Internal Revenue Code; and
	 
	 	(4)	 	The Participant’s benefit is not
limited by Section 415 of the Internal Revenue Code.



Section 1.2.21.





Section 1.2.21 of the SERP is replaced in its entirety by the following:





     1.2.21 Projected Pension Plan Annuity - the annual amount payable in the
form of a single life annuity at Normal Retirement Age for the life of the
Participant which is the Actuarial Equivalent of the Projected Pension Plan
Benefit, calculated using the assumptions set forth in Appendix C of the U.S.
Bancorp Pension Plan.







 






 




APPENDIX B-2



SUPPLEMENTAL BENEFITS



This Appendix B-2 summarizes the supplemental benefits payable to named
Participant from the Plan. It replaces the similar benefits provided pursuant
to an agreement dated December 30, 1994 between the Participant and Star Banc
Corporation (a predecessor of the Company).






	 	 	 	 	 
	Participant	 	
:
	 	Richard K. Davis
	 	 	 	 	 
	Formula	 	
:
	 	Sixty percent (60%) of the
Participant’s Final Average Monthly
Earnings (as defined in Section 2.17 of
the Plan) reduced by all of the
following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-2): the
Participant’s benefit under the
Qualified Plan, the Participant’s
Excess Benefit under this Plan and any
retirement benefit paid or payable to
the Participant under the BankAmerica
Corporation Retirement Income Plan.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain
	 	 	 	 	 
	Vesting	 	
:
	 	Five (5) years of Service (as defined
in Section 2.26 of the Plan)
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	62
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	1/180 per month prior to age 62, plus

1/360 per month prior to age 60
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	Age 55 with 5 years of Service (as
defined in Section 2.26 of the Plan)





 






 



APPENDIX B-3



SUPPLEMENTAL BENEFITS



This Appendix B-3 summarizes the supplemental benefits payable to the named
Participant from the Plan in accordance with the Participant’s employment
agreement with the Company effective as of October 16, 2001 (the “Employment
Agreement”). The Employment Agreement supersedes the Participant’s agreement,
dated as of December 30, 1994, with Star Banc Corporation (a predecessor of the
Company) (the “Prior Agreement”) and replaces all similar benefits provided
pursuant to the Prior Agreement. The following terms, when used in this
Appendix B-3 with initial capitals, shall be defined as set forth in the
Employment Agreement: “Annual Base Salary”, “Cause”, “Disability”, “Good
Reason”, “Restricted Stock Units” and “Severance Period.”






	 	 	 	 	 
	Participant	 	
:
	 	Jerry A. Grundhofer
	 	 	 	 	 
	Formula	 	
:
	 	Sixty percent (60%) of the
Participant’s “Final Average Monthly
Earnings” as defined in this Appendix
B-3 (and not as defined in Section
2.17), reduced for all of the following
(each of which shall be considered an
“offsetting benefit” for purposes of
this Appendix B-3): the Participant’s
benefit under the Qualified Plan, the
Participant’s Excess Benefit under
Article IV of this Plan and the
Participant’s benefit under the
qualified and nonqualified pension
plans of BankAmerica Corporation,
Security Pacific Corporation and Wells
Fargo N.A.
	 	 	 	 	 
	Final Average Monthly

Earnings	 	
:
	 	Augmented Final Average Monthly Base
Salary plus Final Average Bonus Salary.
	 	 	 	 	 
	Augmented Final Average

Monthly Base Salary	 	
:
	 	Final Average Monthly Base Salary; provided, however, that if the
Participant terminates employment with the Company on or after
December 31, 2006, or prior to that date he becomes Disabled, dies, is
terminated by the Company without Cause or terminates his employment
with the Company for Good Reason, solely for the purposes of
determining the Augmented Final Average Monthly Base Salary the final
calendar year Annual Base Salary shall be increased by $5,600,000.
	 	 	 	 	 
	Final Average Monthly

Base Salary	 	
:
	 	The average of the Participant’s
Monthly Earnings for the five
consecutive calendar years of Service
during which the Participant’s Monthly
Earnings were the highest.




 






 













	 	 	 	 	 
	 	 	 	 	 
	Monthly Earnings	 	
:
	 	Monthly Earnings shall be one-twelfth
of the Participant’s Annual Base
Salary.
	 	 	 	 	 
	Final Average Bonus Salary	 	
:
	 	Shall equal the greater of (i) 175% of
Final Average Monthly Base Salary or
(ii) one-twelfth of the average of the
annual bonuses actually earned during
the five complete calendar years prior
to termination of employment, provided,
however, that if the Participant should
terminate employment prior to December
31, 2006 for any reason other than
termination by the Company without
Cause, his Disability, termination by
the Participant for Good Reason, or his
death, clause (i) above shall be
modified to be the average of 175% of
Monthly Earnings for applicable
calendar years commencing with 2002 and
100% of Monthly Earnings for applicable
calendar years prior to 2002.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain
	 	 	 	 	 
	Vesting	 	
:
	 	Fully vested
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	62
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	1/180 per month prior to age 62, plus
1/360 per month prior to age 60,
provided however, that if a Severance
Period has been completed, there shall
be no Early Retirement Reduction.
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	Immediately upon the Participant’s
termination of employment, regardless
of age, provided however, that such
payout date may be no sooner than the
last day of the Participant’s Severance
Period.
	 	 	 	 	 
	Disability	 	
:
	 	No benefits described in Article VII of
this Plan shall be paid. In lieu of
such benefits, the Supplemental Benefit
described in this Appendix shall
commence on the first day of the month
coincident with or next following the
Participant’s Disability.
	 	 	 	 	 
	 	 	 	 	Should the Participant recover from his
Disability prior to his Normal
Retirement Date, benefits under this
Appendix





 






 



	 	 	 	 	 
	 	 	 	 	shall cease. Upon subsequent
termination of employment, the
Participant’s Supplemental Benefit
shall be the greater of his
Supplemental Benefit determined at his
subsequent termination of employment
based on the terms of this Appendix
applied at such subsequent termination
date or the Supplemental Benefit
previously paid under this Disability
provision.
	 	 	 	 	 
	Additional Purchased

Benefit	 	
:
	 	The Participant, or upon the
Participant’s death prior to
termination of his employment, the
Participant’s spouse shall have the
right to convert some or all of certain
Restricted Stock Units into additional
Supplemental Benefits. The timing and
amount of any such Additional Purchased
Benefit shall be as provided in the
Employment Agreement.





 






 



APPENDIX B-4



SUPPLEMENTAL BENEFITS



This Appendix B-4 summarizes the supplemental benefits payable to the named
Participant from the Plan. It replaces the similar benefits provided pursuant
to an agreement dated December 30, 1994 between the Participant and Star Banc
Corporation (a predecessor of the Company).






	 	 	 	 	 
	Participant	 	
:
	 	David M. Moffett
	 	 	 	 	 
	Formula	 	
:
	 	Sixty percent (60%) of the
Participant’s Final Average Monthly
Earnings (as defined in Section 2.17 of
the Plan) reduced by all of the
following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-4): the
Participant’s benefit under the
Qualified Plan, the Participant’s
Excess Benefit under this Plan and any
retirement benefit paid or payable to
the Participant under the BankAmerica
Corporation Retirement Income Plan.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain
	 	 	 	 	 
	Vesting	 	
:
	 	Five (5) years of Service (as defined
in Section 2.26 of the Plan)
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	62
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	1/180 per month prior to age 62, plus

1/360 per month prior to age 60
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	As soon as administratively feasible
after the Participant’s termination of
employment, regardless of age





 






 



APPENDIX B-5



SUPPLEMENTAL BENEFITS



This Appendix B-5 summarizes the supplemental benefits payable to the named
Participant from the Plan. It replaces the similar benefits provided pursuant
to an agreement dated December 30, 1994 between the Participant and Star Banc
Corporation (a predecessor of the Company).






	 	 	 	 	 
	Participant	 	
:
	 	Stephen E. Smith
	 	 	 	 	 
	Formula	 	
:
	 	Sixty percent (60%) of the
Participant’s Final Average Monthly
Earnings (as defined in Section 2.17 of
the Plan) reduced by all of the
following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-5): the
Participant’s benefit under the
Qualified Plan, the Participant’s
Excess Benefit under this Plan and any
retirement benefit paid or payable to
the Participant under the Ameritrust
Retirement Income Plan.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain
	 	 	 	 	 
	Vesting	 	
:
	 	Five (5) years of Service (as defined
in Section 2.26 of the Plan)
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	62
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	1/180 per month prior to age 62, plus

1/360 per month prior to age 60
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	Age 55 with 5 years of Service (as
defined in Section 2.26 of the Plan)





 






 



APPENDIX B-7



SUPPLEMENTAL BENEFITS



This Appendix B-7 summarizes the supplemental benefits payable to the named
Participant under the Plan.






	 	 	 	 	 
	Participant	 	
:
	 	William L. Chenevich
	 	 	 	 	 
	Formula	 	
:
	 	Fifty-five percent (55%) of the
Participant’s Final Average Monthly
Earnings (as defined in Section 2.17 of
the Plan) reduced by all of the
following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-7) : the
Participant’s benefit under the
Qualified Plan, the Participant’s Excess
Benefit under this Plan, all retirement
benefits earned by the Participant for
his service with VISA International,
Home Savings of America, and Security
Pacific Bank, and an amount that is
Actuarially Equal at the commencement of
the Participant’s Supplemental Benefit
to 17,627 Restricted Stock Rights times
the closing stock price of U.S. Bancorp
common stock on December 18, 2001
(deemed to be $19.58), increased by
11.9% per annum on a compound basis
(i.e., increased by multiplying the
initial aggregate value of the Rights by
a number equal to 1.119 raised to the
nth power, where n is the number of
years (and partial years) from December
18, 2001 to the date the Participant’s
Supplemental Benefit commences).
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain.
	 	 	 	 	 
	Vesting Service Start Date	 	
:
	 	From date of hire.
	 	 	 	 	 
	Vesting	 	
:
	 	50% at age 63;

75% at age 64;

100% at age 65
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	65
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	No early retirement reduction.
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	Age 63
	 	 	 	 	 
	Death Benefit	 	
:
	 	If death occurs after the Participant’s
attainment of age 63, the Death Benefit
under Article VIII shall be determined
as if the Participant was 100% vested.





 






 



APPENDIX B-8



SUPPLEMENTAL BENEFITS



This Appendix B-8 summarizes the supplemental benefits payable to the named
Participant under the Plan.






	 	 	 	 	 
	Participant	 	
:
	 	Edward Grzedzinski
	 	 	 	 	 
	Formula	 	
:
	 	Fifty-five percent (55%) of the
Participant’s Final Average Monthly
Earnings (as defined in Section 2.17 of
the Plan) reduced by all of the
following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-8): the
Participant’s benefit under the
Qualified Plan and the Participant’s
Excess Benefit under this Plan.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain
	 	 	 	 	 
	Vesting Service Start Date	 	
:
	 	From December 18, 2001
	 	 	 	 	 
	Vesting	 	
:
	 	100% vested at December 17, 2011, if
continuously employed by U.S. Bancorp
from the Vesting Service Start Date
through December 17, 2011
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	62
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	1/180 per month prior to age 62, plus
1/360 per month prior to age 60
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	Age 55 and 100% vested





 






 



APPENDIX B-9



SUPPLEMENTAL BENEFITS



This Appendix B-9 summarizes the supplemental benefits payable to the named
Participant under the Plan.






	 	 	 	 	 
	Participant	 	
:
	 	Joseph E. Hasten
	 	 	 	 	 
	Formula	 	
:
	 	Fifty-five percent (55%) of the
Participant’s Final Average Monthly
Earnings (as defined in Section 2.17 of
the Plan) reduced by all of the
following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-9): the
Participant’s benefit under the
Qualified Plan, the Participant’s
Excess Benefit under this Plan, the
Participant’s benefit under the
Mercantile Bancorporation Inc.
Supplemental Retirement Plan
(consolidated under this Plan by
Section 5.04 and Appendix A-10), the
employer-provided portion of the
Participant’s benefit under the
Mercantile Bancorporation Inc.
Supplemental Savings Plan and the
Participant’s qualified and
nonqualified benefits earned for
service with Standard Charter Bank,
PLC.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Life annuity with ten (10) years certain
	 	 	 	 	 
	Vesting Service Start Date	 	
:
	 	From December 18, 2001
	 	 	 	 	 
	Vesting	 	
:
	 	100% vested at December 17, 2011, if
continuously employed by U.S. Bancorp
from the Vesting Service Start Date
through December 17, 2011
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	62
	 	 	 	 	 
	Early Retirement Reduction	 	
:
	 	1/180 per month prior to age 62, plus

1/360 per month prior to age 60
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	Age 55 and 100% vested





 






 



APPENDIX B-11



SUPPLEMENTAL BENEFITS



This Appendix B-11 summarizes the supplemental benefits payable to the named
Participant from the Plan in accordance with the Participant’s employment
agreement with the Company effective as of October 16, 2001 (the “Employment
Agreement”). The Employment Agreement supersedes any other employment,
severance or change in control agreements between the Participant and the
Company (“Prior Agreements”) except as explicitly provided in the Employment
Agreement, and replaces all similar benefits provided pursuant to such Prior
Agreements.






	 	 	 	 	 
	Participant	 	
:
	 	John F. Grundhofer
	 	 	 	 	 
	Formula	 	
:
	 	$2,920,000 per annum, reduced for all of
the following (each of which shall be
considered an “offsetting benefit” for
purposes of this Appendix B-11): the
Participant’s benefit under the
Qualified Plan, the Participant’s Excess
Benefit under Article IV of this Plan
and the Participant’s benefit under any
other nonqualified pension plan of the
Company.
	 	 	 	 	 
	Normal Form of Payment	 	
:
	 	Joint and 50% contingent annuity with
the Participant’s spouse as of the date
the Employment Agreement was signed as
the beneficiary
	 	 	 	 	 
	Vesting	 	
:
	 	100% vested
	 	 	 	 	 
	Unreduced Retirement Age	 	
:
	 	December 31, 2002
	 	 	 	 	 
	Early Retirement	 	
:
	 	N/A
	 	 	 	 	 
	Earliest Payout Date	 	
:
	 	January 1, 2003
	 	 	 	 	 
	Other Provisions	 	
:
	 	In the event of the Participant’s
“Disability” (as defined in the
Employment Agreement), death or
termination of employment prior to
December 31, 2002 the provisions of the
Employment Agreement shall apply and
override any other provisions of this
Plan. No benefits described in Article
VII of this Plan shall be paid to the
Participant.