UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 6, 2006

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UNITED FINANCIAL CORP.

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

|0-28080                                                  | 81-0507591                       
|-------------------------------------------------------- | ---------------------------------
|(Commission File Number)                                 | (IRS Employer Identification No.)
|                                                         |                                  
|P. O. Box 2779120 First Avenue NorthGreat Falls, Montana | 59403                            
|(Address Of Principal Executive Offices)                 | (Zip Code)                       

(406) 727-6106Registrants Telephone Number, Including Area Code

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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

|x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)                  | 
|- | ------------------------------------------------------------------------------------------------------ | 
|o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)                
|o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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Items under Sections 2, 3, 4, 7 and 8 are not
applicable and therefore omitted.



Item 1.01     Entry Into a Material Definitive Agreement



On November 6, 2006, United Financial Corp., a
Minnesota corporation (the Company), U.S. Bancorp (USB), and Cascade Acquisition Corporation, a Minnesota
corporation and a wholly owned subsidiary of USB (the Merger Sub), entered into an Agreement and Plan of Merger (the
Merger Agreement). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into the Company (the Merger), with the Company continuing as the
surviving corporation. Upon consummation of the Merger, the Company will become a wholly owned subsidiary of USB.



The Merger Agreement



On the terms and subject to the conditions of the
Merger Agreement, at the effective time of the Merger, each share of Company common stock that is then outstanding (other than
shares as to which dissenters rights have been properly exercised) will be converted into the right to receive 0.6825 shares
of USB common stock par value $.01 per share (the Merger Consideration). In connection with the Merger Agreement, the
Companys Board of Directors also declared a special dividend of $.50 per share of common stock payable to holders of common
stock immediately prior to the effective time of the Merger. The Merger Agreement provides that following approval by the
Companys shareholders, the Company may accelerate and make all options to purchase Company common stock fully vested and
exercisable immediately prior to the effective time of the Merger. To the extent not exercised immediately prior to the effective
time, each outstanding option to purchase Company common stock will be cancelled and converted into the right to receive a cash
amount equal to the excess, if any, of the cash value of the Merger Consideration over the exercise price for such
option.



The Companys board of directors has unanimously
approved the Merger Agreement, the Merger and the Support Agreement (described below), and has unanimously recommended that the
Companys shareholders approve and adopt the Merger Agreement.



The Company and USB have made customary
representations, warranties and covenants in the Merger Agreement, including, among others: (i) covenants generally requiring
the Company to conduct its business prior to the closing of the Merger in the ordinary course consistent with past practice;
(ii) covenants restricting the solicitation of competing acquisition proposals; and (iii) covenants relating to
obtaining the required approval of the Companys shareholders.



Consummation of the Merger is subject to customary
conditions including, among others: (i) approval by the Companys shareholders; and (ii) approval of bank
regulatory authorities.



Under the Merger Agreement, each of the Company and
USB has certain rights to terminate the Merger Agreement and the Merger. Upon the termination of the Merger Agreement under
certain specified circumstances, the Company must pay USB a termination fee of $2.8 million.



In connection with the Merger Agreement, John
Morrison, the Companys largest shareholder, has entered into a Support Agreement with the Company dated November 6, 2006, a
copy of which is attached hereto as Exhibit 9.1. In the Support Agreement, Mr. Morrison has agreed, among other things, to
vote all shares of Company common stock owned or later acquired by him in favor of approval and adoption of the Merger and the
Merger Agreement.

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The representations and warranties of each party set
forth in the Merger Agreement have been made solely for the benefit of the other parties to the Merger Agreement, and such
representations and warranties should not be relied on by any other person. In addition, such representations and warranties may
have been qualified by disclosures made to the other parties in connection with the Merger Agreement, are subject to a materiality
standard that may differ from what may be viewed as material by investors, and were made only as of the date of the Merger
Agreement or such other date as is specified in the Merger Agreement. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of facts or for any other purpose at the time they were
made or otherwise.



The foregoing description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as
Exhibit 2.1 hereto, and is incorporated by reference herein. The foregoing description of the Support Agreement does not
purport to be complete and is qualified in its entirety by reference to the Support Agreement, a copy of which is attached hereto
as Exhibit 9.1, and is incorporated by reference herein.



On November 6, 2006, each of USB and the Company
issued a press release announcing that it had entered into the Merger Agreement. A copy of the Companys press release is
filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.



Item 5.02(e)     Compensatory Arrangements of Certain Officers



Retention and Non-Competition Agreements



In connection with the Merger Agreement, Kevin Clark
and Steve Feurt, the Companys chief executive officer and chief operating officer respectively, entered into retention and
non-competition agreements with the Company that provide for aggregate payments of $130,000 for Mr. Clark and $125,000 for
Mr. Feurt if they remain with the Company for a two-year period following the Merger. These payments may be payable earlier
if the executives are terminated without cause. Copies of the retention non-competition agreements are attached hereto as Exhibit
10.1 and 10.2 respectively. The foregoing description of the retention agreements is qualified in its entirety by reference to the
retention agreements included as exhibits to this Form 8-K.



Important Merger Information



In connection with the proposed Merger, the Company
will file a proxy statement with the U.S. Securities and Exchange Commission, or SEC. Shareholders and investors are advised to
read the proxy statement when it becomes available because it will contain important information about the Merger and the Company.Shareholders and investors may obtain a free copy of the proxy statement (when available) and other documents filed by
the Company with the SEC at the SECs web site at www.sec.gov. Free copies of the proxy statement, once available, and
the Companys other filings with the SEC, may also be obtained from the Company at www.ufcmontana.com by clicking
on the Investor Relations tab and then following the link to SEC Filings. Free copies of the
Companys filings may be obtained by directing a written request to United Financial Corp., P. O. Box 2779, 120 First
Avenue North, Great Falls, Montana 59403, Attention: Kevin Clark, or by telephone at (406) 727-6106.



Participants in the Solicitation



The Company and its directors, executive officers and
other members of its management may be deemed to be soliciting proxies from the Companys shareholders in favor of the
Merger. Investors and shareholders may obtain more detailed information regarding the direct and indirect interests in the
Merger of persons who may, under the rules of the SEC, be considered participants in the solicitation of the Companys
shareholders in connection with the merger by reading the preliminary and definitive proxy statements regarding the Merger, which
will be filed with the SEC. Information about the Companys directors and executive officers may be found in the
Companys definitive proxy statement filed with the SEC on July 7, 2006. These documents will be available free of charge
once available at the SECs web site at www.sec.gov or by directing a request to the Company as described
above.



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Item 9.01     Financial Statements And Exhibits



Exhibit No.
        
        Description2.1
        
        Agreement and Plan of Merger dated as of November 6, 2006 among U.S. Bancorp, Cascade Acquisition Corporation and United Financial Corp.9.1
        
        Support Agreement dated as of November 6, 2006 by and between United Financial Corp. and John Morrison.10.1
        
        Retention and Non-Competition Agreement with Kevin Clark.10.2
        
        Retention and Non-Competition Agreement with Steve Feurt.99.1
        
        Press Release issued on November 6, 2006 by United Financial Corp.


SIGNATURES



Pursuant to the requirements of
the Securities and Exchange Act of 1934, United Financial Corp. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

| |  | UNITED FINANCIAL CORP.
| |  | ----------------------
| |  | By:                   
| |  |                       



Date:   November 13, 2006

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