exv10w11wl









Exhibit 10.11(l)




TWELFTH AMENDMENT

OF

U.S. BANK NON-QUALIFIED RETIREMENT PLAN




     The U.S. Bank Non-Qualified Retirement Plan (the “Plan”) is amended as provided below.
This amendment is intended to clarify the Plan. The amendment below is not intended to make any
changes that would cause a violation of section 409A of the Internal Revenue Code or its
accompanying regulations. If a change in this amendment is determined to be a violation of section
409A, the amendment shall not be effective and shall be disregarded with respect to the rules
governing benefits under the Plan.


1. TERMINATION AND SEPARATION FROM SERVICE. Effective January 1, 2009, to the extent there is
ambiguity with respect to the payment of non-Grandfathered benefits under the Plan, if payment of
the benefits is subject to section 409A and is triggered upon a participant’s termination of
employment then the term “termination” and phrase “termination of employment” shall be interpreted
as being contingent upon a participant’s separation from service as defined under the Plan.



2. NEW CASH BALANCE PLAN. Effective January 1, 2010, contingent upon receipt of a favorable
determination letter from the Internal Revenue Service, the Employer adopted Appendix I to the U.S.
Bank Pension Plan and that Appendix I contains a cash balance plan formula as an alternative to the
accrual of benefits under the final average pay formula contained in the U.S. Bank Pension Plan.
In general, participants in the U.S. Bank Pension Plan were given an opportunity to elect whether
(i) to accrue future benefits under the new cash balance formula, or (ii) to continue to accrue
benefits under the final average pay formula. With respect to a participant who elected or became
covered under the new cash balance formula, the participant’s benefits under Article IV of the Plan
(the U.S. Bank Non-Qualified Retirement Plan) that accrue on and after that date the participant
became covered under the new cash balance formula shall be determined as an excess benefit using
the new cash balance benefit formula. With respect to a participant who elected or became covered
under the new cash balance formula, the participant’s Projected Pension Plan Benefit under
Appendices A of this Plan that accrues on and after that date the participant became covered under
the new cash balance formula shall be determined using the
new cash balance benefit formula (past accruals
are determined under the formula in effect at the time
accrued). The projected interest credits for such a participant’s benefits under Appendices A that
accrue on and after January 1, 2010 shall be determined by using an annual interest rate that is 3
percentage points greater than the rate at which Projected Compensation is deemed to increase.
Projected annual pay credits for such a participant shall be made
based on Projected Compensation under the
terms of the new cash balance formula
as they exist on the date as
of which the Projected Pension Plan
Benefit is determined.



3. DOMESTIC RELATIONS ORDER. The Benefits Administration Committee has determined that the Plan
should be amended to permit division of vested benefits under the Plan for the Participant named in
Appendix B-11 under a
court-approved domestic relations order that is also approved by the plan administrator.
Therefore, by this amendment, effective as of January 1, 2010, the Plan is amended to permit
division of vested benefits under the Plan for the Participant named in Appendix B-11 under a
court-approved domestic relations order that is also approved by the plan administrator.



4. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full
force and effect.