EX-19.9.A






Exhibit 10.9(a)



NOTE: Restricted stock awards made to members of the Management Committee (“Participants”) of U.S.
Bancorp (the “Company”) after December 31, 2008 will have the terms and conditions set forth in
each Participant’s award summary (the “Award Summary”), which can be accessed on the
Citigroup/Smith Barney Benefit Access Website at www.benefitaccess.com. The Award Summary may be
viewed at any time on this Website, and the Award Summary may also be printed out. In addition to
the individual terms and conditions set forth in the Award Summary, each restricted stock award
will have the terms and conditions set forth in the form of Restricted Stock Award Agreement below.
As a condition of each restricted stock award, Participant accepts the terms and conditions of the
Award Summary and the Restricted Stock Award Agreement.




U.S. BANCORP

RESTRICTED STOCK AWARD AGREEMENT



THIS AGREEMENT sets forth the terms and conditions of a restricted stock award of Common Stock (the
“Common Stock”), par value $0.01 per share, of the Company granted to each Participant by the
Company pursuant to its 2007 Stock Incentive Plan (the “Plan”).



The Company and Participant agree as follows:





	1.	 	Award
	 
	 	 	Subject to the terms and conditions of this Agreement, the Company grants to
Participant a restricted stock award of the number of shares of the Company’s Common
Stock (the “Shares”) set forth in Participant’s Award Summary. The date of grant of
such award (the “Grant Date”) is also set forth in Participant’s Award Summary.
	 
	2.	 	Vesting






	 	(a)	 	Subject to the terms and conditions of this Agreement, the Shares shall vest as
set forth in Participant’s Grant Summary.
	 
	 	(b)	 	Notwithstanding the vesting provision contained in Section 2(a) above, but
subject to the other terms and conditions of this Agreement, if Participant has been
continuously employed by the Company or any Affiliate of the Company until the date of
a Qualifying Termination (as defined below), immediately upon such Qualifying
Termination, Participant shall be vested in all of the Shares granted in this
Agreement. For purposes of this Agreement, the following terms shall have the
following definitions:






	 	(i)	 	“Affiliate” shall be defined as defined in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
	 
	 	(ii)	 	“Announcement Date” shall mean the date of the public
announcement of the transaction, event or course of action that results in a
Change in Control.
	 
	 	(iii)	 	“Cause” shall mean (A) the continued failure by Participant to
substantially perform Participant’s duties with the Company or any Affiliate
(other than any such failure resulting from Participant’s




 









 






	 	 	 	Disability (as
defined in Section 4(b)), after a demand for substantial performance is
delivered to Participant that specifically identifies the manner in which the
Company believes that Participant has not substantially performed Participant’s
duties, and Participant has failed to resume substantial performance of
Participant’s duties on a continuous basis, (B) gross and willful misconduct
during the course of employment (regardless of whether the misconduct occurs on
the Company’s premises), including, without limitation, theft, assault,
battery, malicious destruction of property, arson, sabotage, embezzlement,
harassment, acts or omissions which violate the Company’s rules or policies
(such as breaches of confidentiality), or other conduct which demonstrates a
willful or reckless disregard of the interests of the Company or its Affiliates
or (C) Participant’s conviction of a crime (including, without limitation, a
misdemeanor offense) which impairs Participant’s ability substantially to
perform Participant’s duties with the Company.
	 
	 	(iv)	 	“Change in Control” shall mean any of the following occurring
after the date of this Agreement:






	 	(A)	 	The acquisition by any Person (as defined in
Section 2(b)(vi)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 35% or more of either (1)
the then outstanding shares of Common Stock (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this clause
(A), the following acquisitions shall not constitute a Change in
Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, (iii) any acquisition by a subsidiary of
the Company or any employee benefit plan (or related trust) sponsored
or maintained by the Company or a subsidiary of the Company (a “Company
Entity”) or (iv) any acquisition by any corporation pursuant to a
transaction which complies with clause (i), (ii) or (iii) of this
clause (A); or
	 
	 	(B)	 	Individuals who, as of the Grant Date,
constitute the Company’s Board of Directors (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board of
Directors (except as a result of the death, retirement or disability of
one or more members of the Incumbent Board); provided,
however, that any individual becoming a director subsequent to
the date of this Agreement whose election, or nomination for election
by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, (1) any such
individual whose initial assumption of office occurs as a result of




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	 	 	 	an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Incumbent Board, (2) any director designated by or on behalf of a
Person who has entered into an agreement with the Company (or which
is contemplating entering into an agreement) to effect a Business
Combination (as defined in Section 2(b)(iv)(C)) with one or more
entities that are not Company Entities or (3) any director who serves
in connection with the act of the Board of Directors of increasing
the number of directors and filling vacancies in connection with, or
in contemplation of, any such Business Combination; or
	 
	 	(C)	 	Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (1) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock or the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately
prior to such Business Combination, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be,
(2) no Person (excluding any Company Entity or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 35% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (3) at least a majority
of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business
Combination; or




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	 	(D)	 	Approval by the shareholders of the Company of
a complete liquidation or dissolution of the Company.






	 	(v)	 	“Notice of Termination” shall mean a written notice which sets
forth the date of termination of Participant’s employment.
	 
	 	(vi)	 	“Person” shall be defined as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act.
	 
	 	(vii)	 	“Qualifying Termination” shall mean a termination of
Participant’s employment with the Company or its Affiliates by the Company for
any reason other than Cause within 12 months following a Change in Control;
provided, however, that any such termination shall not be a
Qualifying Termination if Participant has been notified in writing more than 30
days prior to the Announcement Date that Participant’s employment with the
Company is not expected to continue for more than 12 months following the date
of such notification; provided that such exclusion from Qualifying
Termination shall only apply if Participant’s employment with the Company is
terminated within such 12 month period; and provided, further,
that any such termination shall not be a Qualifying Termination if Participant
has announced in writing, prior to the date the Company provides Notice of
Termination to Participant, the intention to terminate employment, subject to
the condition that any such termination by the Company prior to Participant’s
stated termination date shall be deemed to be termination by Participant on
such stated date unless termination by the Company is for Participant’s gross
and willful misconduct.






	3.	 	Restriction on Transfer
	 
	 	 	Until the Shares vest pursuant to Section 2 or 4 of this Agreement, none of the Shares may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance shall be void and unenforceable against the Company. No attempt to
transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall
vest the purported transferee with any interest or right in or with respect to the Shares.
	 
	4.	 	Forfeiture; Early Vesting






	 	(a)	 	If Participant ceases to be an employee of the Company or any Affiliate prior to
vesting of the Shares pursuant to Section 2(a) or Section 2(b), all of Participant’s
rights to all of the unvested Shares shall be immediately and irrevocably forfeited,
except that if Participant ceases to be an employee by reason of death or Disability
prior to the vesting of Shares under Section 2(a) or Section 2(b), Participant, or his or
her estate, in addition to Shares previously vested under this Agreement shall become
immediately vested, as of the date of death, or the date of termination of employment due
to Disability, as the case may be, in all previously unvested Shares. Upon
forfeiture, Participant will no longer have any rights relating to the Shares, including
the right to vote the Shares and the right to receive cash dividends.




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	 	(b)	 	For purposes of this Agreement, “Disability” means leaving active employment and
qualifying for and receiving disability benefits under the Company’s long-term disability
programs as in effect from time to time.






	5.	 	Issuance and Custody of Shares






	 	(a)	 	The Company shall cause the Shares to be evidenced in book entry form on the books
and records of its shareholders maintained by the Company and its stock transfer agent.
The Participant shall not have access to any unvested Shares. Such Shares are subject to
forfeiture, are not transferable and remain subject to the restrictions, terms and
conditions contained in the Plan and this Agreement.
	 
	 	(b)	 	After any Shares vest pursuant to Section 2 or 4 of this Agreement, the Company
shall promptly release the restriction on the Shares and authorize the stock transfer
agent to issue them to Participant or Participant’s legal representatives, beneficiaries
or heirs, as the case may be.






	6.	 	Securities Law Compliance
	 
	 	 	The delivery of all or any of the Shares shall only be effective at such time that the
issuance of such Shares will not violate any state or federal securities or other laws. The
Company is under no obligation to effect any registration of the Shares under the Securities
Act of 1933 or to effect any state registration or qualification of the Shares. The Company
may, in its sole discretion, delay the delivery of the Shares or place restrictive legends on
such Shares in order to ensure that the issuance of any Shares will be in compliance with
federal or state securities laws and the rules of the New York Stock Exchange or any other
exchange upon which the Company’s Common Stock is traded.






	7.	 	Distributions and Adjustments






	 	(a)	 	In the event that any dividend or other distribution (whether in the form of cash,
shares of Common Stock, or other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Stock or other securities of the Company or
other similar corporate transaction or event affecting the Shares would be reasonably
likely to result in the diminution or enlargement of any of the benefits or potential
benefits intended to be made available pursuant to this Agreement (including, without
limitation, the benefits or potential benefits of provisions relating to the vesting of
the Shares and any “change in control” provision), the committee of the Board of
Directors administering the Plan (the “Committee”) shall, in order to prevent such
diminution or enlargement of any such benefits or potential benefits, make adjustments to
the award, including adjustments in the number and type of Shares that Participant would
have received; provided, however, that the number of shares covered by
the award shall always be a whole number.
	 
	 	(b)	 	Any additional shares of Common Stock, any other securities of the Company and any
other property (except for cash dividends) distributed with respect to the Shares prior
to the date the Shares vest shall be subject to the same restrictions, terms and




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	 	 	 	conditions as the Shares. Any cash dividends payable with respect to the Shares shall be
distributed to Participant at the same time cash dividends are distributed to
shareholders of the Company generally.
	 
	 	(c)	 	Any additional shares of Common Stock, any securities and any other property
(except for cash dividends) distributed with respect to the Shares prior to the date such
Shares vest shall be promptly deposited with the Secretary or a custodian designated by
the Secretary to be held in custody in accordance with Section 5(a) hereof.






	8.	 	Income Tax Withholding
	 
	 	 	In order to comply with all applicable federal or state income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all applicable federal or
state payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of Participant, are withheld or collected from Participant. Participant may
satisfy any applicable tax withholding obligations arising from the receipt of, or lapse of
restrictions relating to, the Shares by check payable to the Company. In addition,
Participant may, at Participant’s election, satisfy such obligations by electing to have the
Company withhold a portion of the Shares otherwise to be delivered with a Fair Market Value
(as such term is defined in the Plan) equal to the amount of such taxes. The election must be
made on or before the date that the amount of tax to be withheld is determined.
	 
	9.	 	Miscellaneous






	 	(a)	 	This Agreement is issued pursuant to the Plan and is subject to its terms. The
Plan is available for inspection during business hours at the principal office of the
Company. In addition, the Plan may be viewed on the U.S. Bancorp Intranet Website in the
Human Resources, Compensation section of such website.
	 
	 	(b)	 	This Agreement shall not confer on Participant any right with respect to
continuance of employment with the Company or any Affiliate, nor will it interfere in any
way with the right of the Company or any Affiliate to terminate such employment at any
time.
	 
	 	(c)	 	Until the Shares shall have been issued to Participant as provided in this
Agreement, Participant shall have the rights to receive cash dividends and vote the
Shares, but shall have no other rights of a shareholder with respect to the Shares.
Participant shall have all of the rights of a shareholder with respect to the Shares
after issuance thereof.






	10.	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the State of
Minnesota.







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Form of Restricted Stock Award Agreement for MC members