exv10w18



 



EXHIBIT 10.18



AMENDMENT NO. 1

TO THE

FIRSTAR CORPORATION

DEFERRED COMPENSATION PLAN


     WHEREAS, effective as of December 1, 1999, Firstar Corporation amended and
restated the Firstar Corporation Deferred Compensation Plan (formerly known as
the Star Banc Corporation Deferred Compensation Plan (the “Plan”)); and


     WHEREAS, Firstar Corporation merged with U.S. Bancorp on February 27,
2001, to form a combined entity known as U.S. Bancorp (the “Corporation”); and


     WHEREAS, the Corporation desires to amend the title of the Plan to reflect
the Corporation’s current name; and


     WHEREAS, the Corporation desires to amend the Plan to allow for the
deferral of profit shares realized upon the exercise of stock options as
approved by its Board of Directors;


     NOW, THEREFORE, effective as of June 18, 2002, the Plan is amended as
follows.


1.     The title of the Plan is hereby amended to be the “U.S. Bancorp Deferred
Compensation Plan.”


2.     Section 4 of the Plan is hereby deleted in its entirety and replaced with
the following language:



		
	 	     Section 4. Deferral Election. (a) Each eligible
officer, employee and Director may elect, in writing, no
later than the applicable date set forth in the table below,
to defer under the Plan: (i) any portion up to 100% of his
annual salary or Director’s fees to be earned in any
calendar year; (ii) any portion up to 100% of his incentive
compensation to be earned in any calendar year; and (iii)
the receipt of profit shares realized upon the exercise of
stock options granted under a stock incentive compensation
plan maintained by the Corporation (“Option Gains”).
“Profit shares” represent the pre-tax gain upon exercise of
a stock option divided by the fair market value of U.S.
Bancorp stock on the date of exercise.




	 	 	 	 
	Type of Compensation Deferred	 	Applicable Date	 
	

	Annual Salary or Director’s Fees	 	
On or before December 31 of the preceding	 
	 	 	
calendar year, or with respect to a newly	 
	 	 	
designated Participant, the end of the	 
	 	 	
two-week period following such	 
	 	 	
designation.	 
	 
	Incentive Compensation	 	
On or before December 31 of the preceding
	 	 	
calendar year, or with respect to a newly
	 	 	
designated Participant, the end of the
	 	 	
two-week period following such
	 	 	
designation.
	 	 	 
	Option Gains	 	
Six months plus 1 day prior to the
	 	 	
exercise date of a stock option granted
	 	 	
to the Participant under a stock
	 	 	
incentive plan of the Corporation.



 






 



		
	 	In no event shall the deferrals of a Participant for any
calendar year be less than $1,000.00.




		
	 	     (b) A Participant’s deferral election under Section
4(a) with respect to his annual salary, Director’s fees,
incentive compensation or Option Gains shall be effective
and irrevocable upon delivery of an applicable written
election to the Plan Administrator or the Corporation. In
addition, at the time of making a deferral election under
Section 4(a), the Participant shall elect, consistent with
procedures adopted by the Plan Administrator, to have the
amount of deferrals attributable to salary, Director’s fees,
or incentive compensation deemed to be invested in shares of
the Corporation (a “Share Election”), certain mutual funds
(the “Mutual Funds Portion”) or interest bearing assets (the
“Cash Portion”). Notwithstanding any other provision of the
Plan, in no event may a Participant elect to transfer Option
Gains to the Cash Portion, the Mutual Fund Portion, or the
Share Election Account. Option Gains shall be credited with
dividends that would otherwise be payable on Corporation
shares, which shall be deemed reinvested in additional
shares of the common stock of the Corporation. Option Gains
credited to a Participant’s Deferred Compensation Account
shall be appropriately adjusted for all stock dividends,
stock splits or other changes in the Corporation’s common
shares, and shall be distributed only in shares of the
Corporation’s common stock.



3.     Sections 11 (a) and (b) are each hereby amended to add the following
language as the final sentence:



		
	 	Notwithstanding the foregoing, Option Gains credited to a
Participant’s Deferred Compensation Account shall be
distributed to the Participant only in shares of the
Corporation’s common stock and shall not be included in any
lump-sum payment.



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	4. 	Section 11(c) is hereby amended to add the following language as the final
sentence:





		
	 	Option Gains credited to a Participant’s Deferred
Compensation Account shall be distributed to the Participant
in shares of the Corporation’s common stock under the
applicable stock incentive compensation plan of the
Corporation.



	 	
Executed this 21st day of February, 2003.






	 	 	 	 	 
	 	 	U.S. BANCORP
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jennie P. Carlson
	 	 	 	 	

	 	 	 	 	Jennie P. Carlson
	 	 	 	 	Executive Vice President




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