Exhibit 10.1(g)

SEVENTH AMENDMENT
OF
U.S. BANCORP NON-QUALIFIED RETIREMENT PLAN

     The U.S. Bancorp Non-Qualified Retirement Plan (the “Plan”) is amended in the following respects:

1. PARTICIPANTS. Effective December 1, 2005, as permitted under Notice 2005-1, Q&A 20, the Participants listed on Schedule I attached to this amendment shall have their benefits under the Plan, as identified on such Schedule I, terminated and shall be paid an actuarial equivalent amount (determined as provided in item 2) in a single lump sum on or before December 31, 2005, such that the lump sum amount will be included in the participants’ income in 2005. In general, the Participants included on this schedule are Participants:

(i) who terminated employment with the Company, its affiliates, or predecessors before December 1, 2005,

(ii) who are not in active employment with the Company, its affiliates, or predecessors as of December 1, 2005,

(iii) who have a benefit under, or have commenced or are receiving a benefit under Section IV or Section V of the Plan (including the plans listed in individual appendices under Appendix A), and

(iv) whose benefit under the Plan has an actuarial equivalent value equal to or less than $500 per month (as determined by the Company).

Notwithstanding the foregoing, and for greater clarity, this amendment shall apply only to those Participants listed on Schedule I attached to this amendment, and only to such participants’ deferred compensation as reflected on such Schedule I. The rights of all other Participants in the Plan shall not be modified or affected by this amendment.

2. ACTUARIAL EQUIVALENT AMOUNT. The actuarial factors shall be as follows:

(i) The interest rate shall be 5.7%.

(ii) The mortality table shall be the sex distinct UP94 mortality table.

(iii) The present values shall be calculated as of December 1, 2005.

3. PLAN. Effective January 1, 2006, Section 2.22 of the Plan is amended by changing the name of the plan to be “U.S. BANK NON-QUALIFIED RETIREMENT PLAN”. Other references to the plan name (except those in Section 1) shall also be changed to reflect the change in the name.

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

Exhibit 10.1(h)

EIGHTH AMENDMENT
OF
U.S. BANK NON-QUALIFIED RETIREMENT PLAN

     The U.S. Bank Non-Qualified Retirement Plan (the “Plan”) is amended in the following respects:

1. OPTIONAL PAYMENT FORMS. Effective January 1, 2005, the fourth full paragraph Section 4.3 of the Plan (which begins, “No optional payment . . .”) shall be deleted and replaced in its entirety with the following paragraph:

If a Participant was married at the time that the last optional payment election form was filed by such Participant at least twelve full months prior to the Participant’s termination of employment and either (a) the Participant is married to a different spouse on the date the Participant’s benefit commences, or (b) if the spouse was named as a joint annuitant on such last optional payment election form and the 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 4.2.

2. FORM OF PAYMENT. Effective January 1, 2005, Section 5.5 of the Plan shall be amended to a sentence to the end of Section 5.5 that reads as follows:

Notwithstanding anything to the contrary contained in the various plans, contracts or arrangements set forth in this Article 5 and related Appendices, there shall be no requirement that a married Participant obtain written spousal consent and spousal signature notarization with respect to any optional payment election form.

3. OPTIONAL PAYMENT FORMS. Effective January 1, 2005, the second full paragraph Section 6.6 of the Plan (which begins, “No optional payment . . .”) shall be deleted and replaced in its entirety with the following paragraph:

If a Participant was married at the time that the last optional payment election form was filed by such Participant at least twelve full months prior to the Participant’s termination of employment and either (a) the Participant is married to a different spouse on the date the Participant’s benefit commences, or (b) if the spouse was named as a joint annuitant on such last optional payment election form and the 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.

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

Exhibit 10.1(i)

NINTH AMENDMENT
OF
U.S. BANK NON-QUALIFIED RETIREMENT PLAN

WRITTEN ACTION AND PLAN AMENDMENT

     I, Jennie Carlson, certify that I am the Executive Vice President, Human Resources of U.S. Bancorp, a Delaware corporation, and that, pursuant to authority granted to me by the Benefits Administration Committee, I take the following actions:

     U.S. Bancorp sponsors a nonqualified deferred compensation plan, the U.S. Bank Non-Qualified Retirement Plan (the “Plan”), most recently set forth in a document entitled “U.S. Bank Non-Qualified Retirement Plan (2002 Statement).”

     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-4 under a court-approved domestic relations order that is also approved by the plan administrator.

     Therefore, by this amendment (which is the Ninth Amendment to the U.S. Bank Non-Qualified Retirement Plan), effective as of February 1, 2008, the Plan is amended to permit division of vested benefits under the Plan for the Participant named in Appendix B-4 under a court-approved domestic relations order that is also approved by the plan administrator.

Exhibit 10.1(j)

TENTH AMENDMENT
OF
U.S. BANK NON-QUALIFIED RETIREMENT PLAN

     The U.S. Bank Non-Qualified Retirement Plan (the “Plan”) is amended in the following respects:

1. SECTION 409A. Effective January 1, 2009, a new Section 1.7 shall be added to the Plan that reads as follows:

1.7. Section 409A . The Tenth Amendment amended the Plan for section 409A of the Code. For certain Participants whose benefit was earned and vested as of December 31, 2004, the intent is that the benefit of these Participants be grandfathered, including:

	(a)		Participants in pay status as of December 31, 2004;
	(b)		Participants who had a Separation from Service on or before December 31, 2004, but whose benefit was not in pay status;
	(c)		Participants in active employment after December 31, 2004, who had a benefit that was earned and vested under on of the Appendices A (except Participants who earned under the Firstar Corporation Non-Qualified Retirement Plan and who earned an additional benefit under the Plan on or after January 1, 2005); and
	(d)		Participants in active employment after December 31, 2004, who due to participation in a predecessor to this Plan and participation in the U.S. Bancorp Cash Balance Pension Plan, had accrued a benefit as of December 31, 2001.

With respect to Participants in Appendices B-1, B-2, B-3, B-4, B-5, B-6, and Appendix B-11, any benefit earned and vested as of December 31, 2004 is intended to be grandfathered. Unless an amendment specifically states that the amendment applies to the benefits and rights of Grandfathered Participants described in this Section 1.7 (and more fully described in Sections 2.20 and  2.21), the amendment shall not apply to the Grandfathered Amounts for Grandfathered Participants.

2. BENEFITS ADMINISTRATION COMMITTEE (BAC). Effective January 1, 2009, a new Section 2.3 of the Plan shall be added (with the current Section 2.3 renumbered and subsequent sections and cross references renumbered as appropriate) that reads as follows:

2.3. Benefits Administration Committee and BAC — the Benefits Administration Committee of the Company (and its successor or, if no such committee exists, the Executive Vice President, Human Resources of the Company).

3. COMPANY. Effective January 1, 2009, Section 2.5A of the Plan shall be renumbered as Section 2.7 (with the prior Section 2.7 and subsequent sections and cross references renumbered as appropriate).

4. DISABILITY OR DISABLED. Effective for payments to Participants based on a determination a Participant is Disabled on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants – a determination of disability for payment to such Participants shall be governed under the provision in place prior to this amendment), Section 2.10 (formerly Section 2.8) of the Plan shall be amended to read as follows:

2.10. Disability or Disabled — a Participant will be considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

5. DISABILITY COMMENCEMENT DATE. Effective for payments to Participants based on a determination a Participant is Disabled on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants – determination of the Disability Commencement Date for payment of such amounts to such Participants shall be governed under the provision in place prior to this amendment), Section 2.12 (formerly Section 2.10) of the Plan shall be amended to read as follows:

2.12 Disability Commencement Date — the first day of the month following the date the BAC determines a Participant is Disabled.

6. DOMESTIC PARTNER. Effective for payments to Participants that commence on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 2.14 shall be added to the Plan (with the prior Section 2.14 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

2.14 Domestic Partner — a person who has an ongoing and committed spouse-like relationship with a Participant, but only if the Participant certifies in writing to the Company prior to the Participant’s death that the Participant has a Domestic Partner. The Company may establish a form or rules for such certifications. Unless otherwise permitted by the BAC, an electronic communication (such as e-mail) will not satisfy this writing requirement.

7. GRANDFATHERED AMOUNTS. Effective January 1, 2009, a new Section 2.21 shall be added to the Plan (with the prior Section 2.21 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

2.21. Grandfathered Amounts — Deferred compensation amounts for Grandfathered Participants that were earned and vested as of December 31, 2004 (and subsequent earnings adjustments to the extent permitted under section 409A of the Code). With respect to excess benefits earned under Article 4, benefits earned on and after January 1, 2002 are generally not intended to be grandfathered (except that the benefits earned and vested for Participants in Appendices B-1, B-2, B-3, B-4, B-5, B-6, and Appendix B-11 prior to January 1, 2005 shall be Grandfathered Amounts, and the benefits earned and vested for Participants who did not earn additional benefits on and after January 1, 2005).

8. GRANDFATHERED PARTICIPANTS. Effective January 1, 2009, a new Section 2.22 shall be added to the Plan (with the prior Section 2.22 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

2.22. Grandfathered Participants — Participants whose benefits are Grandfathered Amounts include the following categories:

	(a)		Participants in pay status as of December 31, 2004;
	(b)		Participants who had a Separation from Service on or before December 31, 2004, but whose benefit was not in pay status;
	(c)		Participants in active employment after December 31, 2004, who had a benefit that was earned and vested under on of the Appendices A (except Participants who earned under the Firstar Corporation Non-Qualified Retirement Plan and who earned an additional benefit under the Plan on or after January 1, 2005); and
	(d)		Participants in active employment after December 31, 2004, who due to participation in a predecessor to this Plan and participation in the U.S. Bancorp Cash Balance Pension Plan, had accrued a benefit as of December 31, 2001. (Except as provided in the final paragraph of this Section, to the extent that one of these Participants accrues a benefit after December 31, 2001, the benefit accrued after that date shall not be a Grandfathered Amount.)

For Participants actively employed after December 31, 2004, a Participant may be a Grandfathered Participant with respect to a portion of the Participant’s benefit (the Grandfathered Amount) and not a Grandfathered Participant with respect to a portion of the participant’s benefit (the non-Grandfathered Amount). Participants hired on and after January 1, 2005 who did not have a benefit under the Plan are not Grandfathered Participants.

With respect to Participants in Appendices B-1, B-2, B-3, B-4, B-5, B-6, and Appendix B-11, any benefit earned and vested as of December 31, 2004 is intended to be grandfathered. Unless an amendment specifically states that the amendment applies to the benefits and rights of Grandfathered Participants, the amendment shall not apply to the Grandfathered Amounts for Grandfathered Participants.

9. SEPARATION FROM SERVICE. Effective for payments to Participants who separate from service on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants – determination of separation from service for such Participants shall be governed under the provision in place prior to this amendment), a new Section 2.31 shall be added to the Plan (with the prior Section 2.31 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

2.31. Separation from Service — a Participant’s separation from service as defined under section 409A of the Code. For purposes of a Separation from Service, an affiliate shall mean a business entity which is not the Company but which is part of a “controlled group” or under “common control” with the Company, as those terms are defined in section 414(b) and (c) of the Code as required to be aggregated with the Company under section 409A based on eighty percent (80%) or greater control.

10. SPECIFIED EMPLOYEE. Effective for determinations of who is a specified employee on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 2.33 shall be added to the Plan (with the prior Section 2.33 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

2.33. Specified Employee — a Participant who is a specified employee for purposes of section 409A of the Code as defined in the separate document entitled “U.S. Bank Specified Employee Determination.”

11. NORMAL FORM OF EXCESS BENEFIT — WHEN PAYABLE. Effective for payments to Participants that commence benefits on and after January 1, 2009, Section 4.2 of the Plan shall be amended (i) to amend the third sentence (which begins, “The first payment...”) shall read as follows:

For payment of Grandfathered Amounts to Grandfathered Participants, 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; for non-Grandfathered Amounts paid to Participants, the first payment to the Participant shall be due on the later of the first day of the month after (i) the Participant’s attainment of age 62, or (ii) the Participant’s Separation from Service.

and, (ii) to amend the seventh sentence (which begins, “Except for...”) to read as follows:

Except for the limited purpose of determining the date when benefit payments under this Plan normally commence for Grandfathered Participants, 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.

12. OPTIONAL PAYMENT FORMS. Effective for payments to Participants that commence benefits on and after January 1, 2009, Section 4.3 of the Plan shall be amended to read as follows:

4.3. Optional Payment Forms .

     4.3.1. Non-Grandfathered Amounts . For non-Grandfathered Amounts, in lieu of payment in the normal form described in Section 4.2 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);
	(e)		Estate Protection Single Life Annuity (as described in Section 6.1(e) of the Qualified Plan); or
	(f)		single lump sum cash payment.

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 4.2.

In cases where a Participant desires to change the Participant’s form of payment, (i) if a Participant’s form of payment prior to electing one of the optional forms of payment listed above is an annuity, (ii) the Participant elects an annuity optional form of payment (options (a), (b), (c), (d), and (e)) on or before the date of the Participant’s Separation from Service, and (iii) the election is actuarially equivalent applying reasonable actuarial methods and assumptions, then the Participant’s benefit shall commence on the same date the benefit would have been paid but for the election of the optional form. In all other cases, if a Participant elects one of these optional payment forms, the election (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) shall delay the distribution to a date that is at least five (5) years after the date the distribution would have been made to the Participant absent the election, and (iii) in the case of a distribution as of a specified time (but not upon a Participant’s Separation from Service, Disability, or death), the election shall not take effect unless the Participant makes the election at least twelve (12) months prior to the date the distribution is to commence.

In cases where a Participant desires to change the Participant’s time when payment commences, the Participant may pick a later date or the later of a date or Separation from Service subject to rules established by the Committee provided the election (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) shall delay the distribution to a date that is at least five (5) years after the date the distribution would have been made to the Participant absent the election, and (iii) in the case of a distribution as of a specified time (but not upon a Participant’s Separation from Service, Disability, or death), the election shall not take effect unless the Participant makes the election at least twelve (12) months prior to the date the distribution is to commence.

The Committee may impose limits on the number of elections a Participant may make with respect to changing the form and time of payment. An election form that does not satisfy the advance filing requirements shall be void and shall be disregarded. In all cases an election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.

     4.3.2. Grandfathered Amounts . For Grandfathered Amounts, in lieu of payment in the normal form described in Section 4.2 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 as of December 31, 2004); or
	(e)		Estate Protection Single Life Annuity (as described in Section 6.1(e) of the Qualified Plan as of December 31, 2004).

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 4.2.

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 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 4.2; 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 4.3 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 (12) 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.

If a Participant was married at the time that the last optional payment election form was filed by such Participant at least twelve (12) full months prior to the Participant’s termination of employment and either (a) the Participant is married to a different spouse on the date the Participant’s benefit commences, or (b) if the spouse was named as a joint annuitant on such last optional payment election form and the 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 4.2.

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 4.2.

Payment in any optional form pursuant to this Section 4.3 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.

13. DOMESTIC PARTNER. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 4.4 shall be added to the Plan (with the prior Section 4.4 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

4.4. Domestic Partner Annuity Rules .

     4.4.1. Domestic Partner . In addition to the preceding rules, the survivor benefit payable under Section 4.3(c) (50%, 75%, or 100% joint and survivor annuity) to the Participant’s Domestic Partner shall consist of the monthly survivor annuity described in Section 4.4.2 below and a single lump sum payment equal to the excess of the Actuarially Equal present value of the portion of the Participant’s Excess Benefit at the time of the Participant’s death that the Domestic Partner 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 Section 4.4.2, all determined in accordance with Appendix C of the Qualified Plan; provided, however, that if the portion of the Participant’s Excess Benefit at the time of the Participant’s death that is payable to the Participant’s Domestic Partner is less than the value of the monthly survivor annuity described in Section 4.4.2 below, then the Domestic Partner shall be paid only a pro rata portion of such monthly survivor annuity and no lump sum payment.

     The first payment of a Domestic Partner’s monthly survivor annuity described in Section 4.4.2 below shall be due on the later of the first day of the month after (i) the Participant’s attainment of age 62, or (ii) the Participant’s Separation from Service. The last payment of this survivor annuity shall be due to the Domestic Partner on the first day of the calendar month in which the Domestic Partner dies. No election, rescission or other action taken by the Participant shall be effective to modify the survivor annuity hereinbefore described.

     4.4.2. Domestic Partner’s Annuity . The amount of monthly survivor annuity payable to the Participant’s Domestic Partner shall be:

(a)

if the Participant dies before the Participant’s termination of employment, the amount which the Domestic Partner would have received if the Participant:

	(i)		had a termination of employment on the date of the Participant’s death (for reasons other than the Participant’s death),
	(ii)		had lived and elected to commence receipt of the Participant’s normal form of benefit in a 50% joint and survivor annuity form on the date the Domestic Partner elects to commence the monthly survivor annuity,
	(iii)		had lived until the annuity starting date, and
	(iv)		had died immediately after payments commenced, or

(b)

if the Participant dies after the Participant’s termination of employment, the amount which the Domestic Partner would have received if the Participant:

	(i)		had lived and elected to commence receipt of the Participant’s normal form of benefit in a 50% joint and survivor annuity form on the date the Domestic Partner elects to commence the monthly survivor annuity,
	(ii)		had lived until the annuity starting date, and
	(iii)		had died immediately after payments commenced.

14. SMALL AMOUNTS. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants — payment of small amounts to such Participants shall be governed under the provision in place prior to this amendment), Section 4.5 (formerly Section 4.4) shall be amended to read as follows:

4.5. Small Amounts . Notwithstanding any other provision of this Article IV, if on the date of a Participant’s Separation from Service the Actuarially Equal single lump value of a Participant’s Excess Benefit and benefits under all of the Company’s nonaccount balance deferred compensation plans (within the meaning of section 409A of the Code and applicable guidance thereunder) is not greater than the applicable dollar limit under section 402(g)(1)(B) of the Code (as adjusted from time to time), the Participant’s Excess Benefit and benefits under all of the Company’s nonaccount balance deferred compensation plans (within the meaning of section 409A of the Code) may be paid in a single lump sum payment as soon as administratively feasible after the Participant’s Separation from Service.

15. ACCELERATED DISTRIBUTIONS. Effective January 1, 2005, Section 4.6 (formerly Section 4.5) of the Plan shall be amended to add the following introductory sentence immediately after the words Accelerated Distributions: “The provisions in Sections 4.5(a) and 4.5(b) below shall apply only with respect to Grandfathered Amounts of Grandfathered Participants.”

16. ACCELERATED DISTRIBUTIONS. Effective January 1, 2009, Section 4.6(b) (formerly Section 4.5(b)) of the Plan shall be amended to change the phrase “Section 4.5” to “Section 4.6(a)”.

17. DELAY FOR SPECIFIED EMPLOYEES. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 4.8 shall be added to the Plan that reads as follows:

4.8. Delay for Specified Employees . If a Participant is a Specified Employee as of the date of the Participant’s Separation from Service and the Participant is due an Excess Benefit based on the Participant’s Separation from Service, payment shall commence the last day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). The delay shall not change the calculation of the amount of the payments to be made to the Participant; the amount shall be calculated as if the Participant had commenced without the delay. Payments that would have been made during the six (6)-month delay period shall all be paid to the Participant on the last day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (along with the regular payment that is to be paid on that date). The Participant shall receive interest on the delayed payments that is equal to the rate of interest used to calculate a lump sum benefit under the Plan at the time the delayed payment is made.

18. OTHER BENEFITS. Effective for payments made to Participants on and after January 1, 2009, a new Section 5.7 of the Plan shall be added that reads as follows:

5.7. Grandfathered Amounts and Participants . The benefits under this Article V for Participants who had terminated employment on or before December 31, 2004 and whose benefit was earned and vested as of December 31, 2004 shall be Grandfathered Amounts. As provided in Section 1.7, unless an amendment specifically states that the amendment applies to the benefits and rights of these Grandfathered Participants and Grandfathered Amounts, the amendment shall not apply to these Grandfathered Participants and Grandfathered Amounts.

19. NORMAL FORM OF SUPPLEMENTAL BENEFIT. Effective for payments to Participants that commence benefits on and after January 1, 2009, Section 6.2 of the Plan shall be amended to read as follows:

6.2. Normal Form of Benefit .

     6.2.1. Non-Grandfathered Amounts . For non-Grandfathered Amounts, the first payment to the Participant shall be due on the later of the first day of the month after (i) the Participant’s attainment of Normal Retirement Age (the Unreduced Retirement Age) specified in the applicable Appendix B, or (ii) the Participant’s Separation from Service. The form of

payment shall be the normal form of payment specified in the applicable Appendix B (unless an optional form of payment is elected), 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.
			The excess, if any, of (a) over (b) shall be the Participant’s Supplemental Benefit.
			If a Participant fails to provide the Plan Administrator with documentation as to 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 before the commencement of the Participant’s benefit, the Plan Administrator has the discretion to reduce the Participant’s Supplemental Benefit, including reducing the Participant’s Supplemental Benefit to no benefit ($0). 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.

If the applicable Appendix B lists and “Earliest Payout Date,” the earliest payout Date shall be disregarded and have no meaning.

     6.2.2. Grandfathered Amounts — Normal Retirement . A Participant who is entitled to a Supplemental Benefit that is a Grandfathered Amount 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.
			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).

     6.2.3. Grandfathered Amounts — Early Retirement . A Participant who is entitled to a Supplemental Benefit that is a Grandfathered Amount 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 6.1(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.

     6.2.4. Grandfathered Amounts — Vested Termination Benefits . A Participant who is entitled to a Supplemental Benefit that is a Grandfathered Amount 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:

	(a)		First, the amount determined in Section 6.1(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.

     6.2.5. Grandfathered Amounts — Documentation and Assumptions . Notwithstanding anything in this Article VI to the contrary, with respect to Grandfathered Amounts:

	(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.
	(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 6.2.5, shall be subject to any modifications or limitations set forth in the Appendix B for that Participant.

20. OPTIONAL PAYMENT FORMS. Effective for payments to Participants that commence benefits on and after January 1, 2009, a new Section 6.3 (former Section 6.6, moving up due to the consolidation of Sections 6.2, 6.3, 6.4, and 6.5) of the Plan shall be amended to read as follows:

6.3. Optional Payment Forms .

     6.3.1. Non-Grandfathered Amounts . For non-Grandfathered Amounts, in lieu of payment in the normal form described in Section 6.2 above, a Participant may elect to receive his or her Supplemental 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);
	(e)		Estate Protection Single Life Annuity (as described in Section 6.1(e) of the Qualified Plan); or
	(f)		annual installment payments paid over a period of three (3) years.
			Payment in any of the foregoing forms shall be in an amount that is Actuarially Equal to the Supplemental Benefit payable in the applicable normal form described in Section 6.2.
			In cases where a Participant desires to change the Participant’s form of payment, (i) if a Participant’s form of payment prior to electing one of the optional forms of payment listed above is an annuity, (ii) the Participant elects an annuity optional form of payment (options (a), (b), (c), (d), and (e)) on or before the date of the Participant’s Separation from Service, and (iii) the election is actuarially equivalent applying reasonable actuarial methods and assumptions, then the Participant’s benefit shall commence on the same date the benefit would have been paid but for the election of the optional form. In all other cases, if a Participant elects one of these optional payment forms, the election (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) shall delay the distribution to a date that is at least five (5) years after the date the distribution would have been made to the Participant absent the election, and (iii) in the case of a distribution as of a specified time (but not upon a Participant’s Separation from Service, Disability, or death), the election shall not take effect unless the Participant makes the election at least twelve (12) months prior to the date the distribution is to commence.

			In cases where a Participant desires to change the Participant’s time when payment commences, the Participant may pick a later date or the later of a date or Separation from Service subject to rules established by the Committee provided the election (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) shall delay the distribution to a date that is at least five (5) years after the date the distribution would have been made to the Participant absent the election, and (iii) in the case of a distribution as of a specified time (but not upon a Participant’s Separation from Service, Disability, or death), the election shall not take effect unless the Participant makes the election at least twelve (12) months prior to the date the distribution is to commence.
			The Committee may impose limits on the number of elections a Participant may make with respect to changing the form and time of payment. An election form that does not satisfy the advance filing requirements shall be void and shall be disregarded. In all cases an election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.

     6.3.2. Grandfathered Amounts . For Grandfathered Amounts, 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 4.3 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 (12) 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.

If a Participant was married at the time that the last optional payment election form was filed by such Participant at least twelve (12) full months prior to the Participant’s termination of employment and either (a) the Participant is married to a different spouse on the date the Participant’s benefit commences, or (b) if the spouse was named as a joint annuitant on such last optional payment election form and the 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.

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 6.6 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.

21. DOMESTIC PARTNER. Effective for payments made to Participants on and after January 1, 2009 (except for payment of Grandfathered Amounts to Grandfathered Participants, to which the domestic partner change shall not apply), a new Section 6.4 of the Plan shall be added to the Plan that reads as follows:

6.4. Domestic Partner Annuity Rules .

     6.4.1. Domestic Partner . In addition to the preceding rules, the survivor benefit payable under Section 4.3(c) (50%, 75%, or 100% joint and survivor annuity) to the Participant’s Domestic Partner shall consist of the monthly survivor annuity described in Section 6.4.2 below and a single lump sum payment equal to the excess of the Actuarially Equal present value of the portion of the Participant’s Supplemental Benefit at the time of the Participant’s death that the Domestic Partner 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 Section 6.4.2, all determined in accordance with Appendix C of the Qualified Plan; provided, however, that if the portion of the Participant’s Supplemental Benefit at the time of the Participant’s death that is payable to the Participant’s Domestic Partner is less than the value of the monthly survivor annuity described in Section 6.4.2 below, then the Domestic Partner shall be paid only a pro rata portion of such monthly survivor annuity and no lump sum payment.

     The first payment of a Domestic Partner’s monthly survivor annuity described in Section 6.4.2 below shall be due on the later of the first day of the month after (i) the Participant’s attainment of age 62, or (ii) the Participant’s Separation from Service. The last payment of this survivor annuity shall be due to the Domestic Partner on the first day of the

calendar month in which the Domestic Partner dies. No election, rescission, or other action taken by the Participant shall be effective to modify the survivor annuity hereinbefore described.

     6.4.2. Domestic Partner’s Annuity . The amount of monthly survivor annuity payable to the Participant’s Domestic Partner shall be:

(a)

if the Participant dies before the Participant’s termination of employment, the amount which the Domestic Partner would have received if the Participant:

	(i)		had a termination of employment on the date of the Participant’s death (for reasons other than the Participant’s death),
	(ii)		had lived and elected to commence receipt of the Participant’s normal form of benefit in a 50% joint and survivor annuity form on the date the Domestic Partner elects to commence the monthly survivor annuity,
	(iii)		had lived until the annuity starting date, and
	(iv)		had died immediately after payments commenced, or

(b)

if the Participant dies after the Participant’s termination of employment, the amount which the Domestic Partner would have received if the Participant:

	(i)		had lived and elected to commence receipt of the Participant’s normal form of benefit in a 50% joint and survivor annuity form on the date the Domestic Partner elects to commence the monthly survivor annuity,
	(ii)		had lived until the annuity starting date, and
	(iii)		had died immediately after payments commenced.

22. DELAY FOR SPECIFIED EMPLOYEES. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 6.5 shall be added to the Plan that reads as follows:

6.5. Delay for Specified Employees . If a Participant is a Specified Employee as of the date of the Participant’s Separation from Service and the Participant is due an Supplemental Benefit based on the Participant’s Separation from Service, payment shall commence the last day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). The delay shall not change the calculation of the amount of the payments to be made to the Participant; the amount shall be calculated as if the Participant had commenced without the delay. Payments that would have been made during the six (6)-month delay period shall all be paid to the Participant on the last

day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (along with the regular payment that is to be paid on that date). The Participant shall receive interest on the delayed payments that is equal to the rate of interest used to calculate a lump sum benefit under the Plan at the time the delayed payment is made.

23. DEATH BEFORE BENEFIT COMMENCEMENT. Effective for payments made to Participants on and after January 1, 2009, Section 8.1 shall be amended (i) to renumber paragraph (a) as subsection 8.1.1, (ii) to renumber paragraph (b) as subsection 8.1.2, (iii) to add subsection 8.1.3 that reads as follows:

     8.1.3. Non-Grandfathered Amounts . For non-Grandfathered Amounts, any survivor benefit payable under subsections 8.1.1 or 8.1.2 of this Section 8.1 to a Beneficiary shall be paid in the form of a single lump sum cash 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. The benefit payment will commence as of the first day of the month following the date that is four (4) months after the date of the Participant’s death.

and, (iv) to renumber and reorganize existing paragraphs (c) and (d) under a new subsection 8.1.4 as follows:

     8.1.4. Grandfathered Amounts .

	(a)		Grandfathered Amounts — Form of Benefit — When Payable . For Grandfathered Amounts, any survivor benefit payable under subsections 8.1.1 or 8.1.2 of this Section 8.1 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 8.1.1 or 8.1.2 of Section 8.1 to the Participant’s surviving spouse shall consist of the monthly survivor annuity described in subsection (b) of this Section 8.1.4 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 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 (b) of this Section 8.1.1; 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 (b) 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 (b) 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 4.3.2 (optional forms for grandfathered Excess Benefits) or Section 6.3.2 (optional forms for grandfathered 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.
	(b)		Grandfathered Amounts — Spouse’s Annuity . For Grandfathered Amounts, the amount of any survivor benefit payable under subsections 8.1.1 or 8.1.2 of this Section 8.1 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 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.

24. AMENDMENT. Effective as of July 1, 2008, Section 11.1 of the Plan shall be amended to reads as follows:

11.1. Amendment . The Company, by action of its Board of Directors or the Compensation Committee of the 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 of Directors or the Compensation Committee of the Board of Directors. 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 the Benefits Administration Committee may not amend the Plan in a manner that materially increases and decreases the benefit of a senior executive officer of the Company (unless the Board of Directors or the Compensation Committee explicitly delegate this authority to the Benefits Administration Committee).

25. CLAIMS PROCEDURE. Effective for claims filed on and after January 1, 2009, Section 12 of the Plan shall be amended to reads as follows:

12.1. Determinations . The Committee and the BAC shall make such determinations as may be required from time to time in the administration of the Plan. The Committee and BAC shall have the discretion, authority and responsibility to interpret and construe this Plan and all relevant documents and information, and to determine all factual and legal questions under the Plan, including, but not limited to, the entitlement of all persons to benefits and the amounts of their benefits. Their discretionary authority shall include all matters arising under the Plan.

12.2. Claims and Review Procedure . Until modified by the BAC, the claims and review procedure set forth in this Section shall be the mandatory claims and review procedure for the resolution of disputes and disposition of claims filed under the Plan. An application for benefits shall be considered as a claim for the purposes of this Section.

     12.2.1. Initial Claim . An individual may, subject to any applicable deadline, file with the BAC to be reviewed by the BAC’s designate (employees of the Human Resources Department of the Company unless the BAC appoints a different designate).

	(a)		If the claim is denied in whole or in part, the Human Resources Department shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.
	(b)		The ninety (90)-day period for making the claim determination may be extended for ninety (90) days if the Human Resources Department determines that special circumstances require an extension of time for determination of the claim, provided that the Human Resources Department notifies the claimant, prior to the expiration of the initial ninety (90)-day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

     12.2.2. Notice of Initial Adverse Determination . A notice of an adverse determination shall be set forth in a manner calculated to be understood by the claimant:

	(a)		the specific reasons for the adverse determination;
	(b)		references to the specific provisions of the Plan (or other applicable Plan document) on which the adverse determination is based;
	(c)		a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and
	(d)		a description of the claims review procedure, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse determination on review.

     12.2.3. Request for Review . Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the BAC a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records, and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely. With respect to a request for review, the BAC may refer a claim to the Committee for review rather than review by the BAC (in such a case references to the BAC in Sections 12.2.3, 12.2.4, and 12.2.5 shall be to the Committee).

     12.2.4. Claim on Review . If the claim, upon review, is denied in whole or in part, the BAC shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

	(a)		The sixty (60)-day period for deciding the claim on review may be extended for sixty (60) days if the BAC determines that special circumstances require an extension of time for determination of the claim, provided that the Committee notifies the claimant, prior to the expiration of the initial sixty (60)-day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.
	(b)		In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.
	(c)		The BAC’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

     12.2.5. Notice of Adverse Determination for Claim on Review . A notice of an adverse determination for a claim on review shall be set forth in a manner calculated to be understood by the claimant:

	(a)		the specific reasons for the denial;
	(b)		references to the specific provisions of the Plan (or other applicable Plan document) on which the adverse determination is based;
	(c)		a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;
	(d)		a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures; and
	(d)		a statement of the claimant’s right to bring an action under section 502(a) of ERISA.

12.3. Rules and Regulations .

     12.3.1. Adoption of Rules . Any rule not in conflict or at variance with the provisions hereof may be adopted by the BAC.

     12.3.2. Specific Rules .

	(a)		No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures. The BAC may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the BAC upon request.
	(b)		All decisions on claims and on requests for a review of denied claims shall be made by the BAC unless delegated as provided for in the Plan, in which case references to the BAC shall be treated as references to the BAC’s delegate.
	(c)		Claimants may be represented by a lawyer or other representative at their own expense, but the BAC reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant. A claimant’s representative shall be entitled to copies of all notices given to the claimant.
	(d)		The decision of the BAC on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the BAC.

	(e)		In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.
	(f)		The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.
	(g)		The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.
	(h)		For the purpose of this Section, a document, record, or other information shall be considered “relevant” if such document, record, or other information: (i) was relied upon in making the benefit determination; (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; (iii) demonstrates compliance with the administration processes and safeguards designed to ensure that the benefit claim determination was made in accordance with governing plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and (iv) constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit for the claimant’s diagnosis, without regard to whether such advice or statement was relied upon in making the benefit determination.
	(i)		The BAC may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

12.4. Deadline to File Claim . To be considered timely under the Plan’s claims and review procedure, a claim must be filed with the BAC within one (1) year after the claimant knew or reasonably should have known of the principal facts upon which the claim is based.

12.5. Exhaustion of Administrative Remedies . The exhaustion of the claims and review procedure is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(a)

no claimant shall be permitted to commence any legal action to recover Plan benefits or to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA or under any other provision of law,

whether or not statutory, until the claims and review procedure set forth herein have been exhausted in their entirety; and

(b)

in any such legal action all explicit and all implicit determinations by the Committee (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.

12.6. Deadline to File Legal Action . No legal action to recover Plan benefits or to enforce or clarify rights under the Plan under section 502 or section 510 of ERISA or under any other provision of law, whether or not statutory, may be brought by any claimant on any matter pertaining to the Plan unless the legal action is commenced in the proper forum before the earlier of: (i) thirty (30) months after the claimant knew or reasonably should have known of the principal facts on which the claim is based (to the extent the claim is based on investment directions, the thirty (30) month period is shortened to nineteen (19) months), or, (ii) six (6) months after the claimant has exhausted the claims and review procedure.

12.7. Knowledge of Fact by Participant Imputed to Beneficiary . Knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

26. CHOICE OF LAW. Effective for claims filed on and after January 1, 2008, Section 13.8 of the Plan shall be amended to reads as follows:

13.8. Choice of Law . Except to the extent that federal law is controlling, the Plan shall be construed and enforced in accordance with the laws of the State of Minnesota (except that the state law will be applied without regard to any choice of law provisions). The Participant, the Participant’s Beneficiaries, and any other person claiming a benefit shall only have recourse against the Employer.

27. CHOICE OF VENUE. Effective for claims filed on and after January 1, 2008, Section 13.9 of the Plan shall be amended to reads as follows:

13.9. Choice of Venue . Any claim or action brought with respect to this Plan shall be brought in the Federal courts of the State of Minnesota.

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

Exhibit 10.2(b)

FIRST AMENDMENT OF
U.S. BANK EXECUTIVE EMPLOYEE DEFERRED COMPENSATION PLAN (2005 Statement)

          The U.S. Bank Executive Employee Deferred Compensation Plan (2005 Statement) (the “Plan”) is amended in the following respects:

1. PREAMBLE. Effective January 1, 2009, the Preamble is clarified to read as follows:

U.S. Bancorp approved the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) to distinguish elective contributions made by a select group of management or highly compensated employees that are subject to section 409A of the Code. The Plan applies to elective contributions made by eligible employees on and after January 1, 2005, including the deferral of elective contributions on 2004 bonus payments that were paid in 2005.

2. AFFILIATE. Effective January 1, 2009, the second sentence of Section 1.1(1) shall be deleted.

3. BENEFITS ADMINISTRATION COMMITTEE. Effective January 1, 2009, a new Section 1.1(4) shall be added to the Plan (with subsequent Sections and cross references renumbered as appropriate) that reads as follows:

          (4) The terms “ Benefits Administration Committee ” and “ BAC ” shall mean the Benefits Administration Committee of the Company (and its successor or, if no such committee exists, the Executive Vice President, Human Resources of the Company).

4. BENEFIT COMMENCEMENT DATE. Effective for participants whose benefits commence on or after January 1, 2009, Section 1.1(5) (prior to this amendment Section 1.1(4)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

5. CHANGE IN CONTROL. Effective January 1, 2009, Section 1.1(6) (prior to this amendment Section 1.1(7)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

6. CODE. Effective January 1, 2009, Section 1.1(6) (prior to this amendment Section 1.1(8)) shall be amended to read as follows:

          (6) The term “Code” shall mean the Internal Revenue Code of 1986, including applicable regulations for the specified section of the Code. Any reference in this Plan to a section of the Code, including the applicable regulation, shall be considered also to mean and refer to any subsequent amendment or replacement of that section or regulation.

7. DISABILITY. Effective January 1, 2009, Section 1.1(14) (prior to this amendment Section 1.1(15)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

8. ERISA. Effective January 1, 2009, Section 1.1(19) (prior to this amendment Section 1.1(21)) shall be amended to read in full as follows:

          (19) The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, including applicable regulations for the specified section of ERISA. Any reference in this Plan to a section of ERISA, including the applicable regulation, shall be considered also to mean and refer to any subsequent amendment or replacement of that section or regulation.

9. FINANCIAL HARDSHIP. Effective January 1, 2009, Section 1.1(20) prior to this amendment Section 1.1(22)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

10. KEY EMPLOYEE. Effective January 1, 2009, Section 1.1(20) (prior to this amendment Section 1.1(23), the definition of Key Employee) shall be deleted (with subsequent Sections and cross references renumbered as appropriate — the definition is being replaced by the phrase “Specified Employee”). In addition, the phrase “Key Employee” in the Plan shall be replaced by the phrase “Specified Employee”.

11. PLAN. Effective January 1, 2009, Section 1.1(21) (prior to this amendment Section 1.1(25)) shall be amended to read in full as follows (and all other references to the name of the Plan revised as appropriate, including the cover page):

          (21) The term “Plan” shall mean the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement).

12. RETIREMENT. Effective January 1, 2009, Section 1.1(24) prior to this amendment Section 1.1(27)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate — the terms “Retirement”, “Retire(s)” and “Retired” shall be replaced with the phrase “Separation from Service” unless such replacement shall lead to repetition of the phrase “Separation from Service” in which case the second “Separation from Service” shall be deleted).

13. SEPARATION FROM SERVICE (previously “Termination of Employment”). Effective January 1, 2009, a new Section 1.1(24) shall be added that reads in full as follows (with subsequent Sections and cross references renumbered as appropriate — the phrase “Termination of Employment” is being replaced by the phrase “Separation from Service”):

          (24) The term “ Separation from Service ” shall mean a Participant’s separation from service as defined under Code Section 409A. For purposes of a Separation from Service, an affiliate shall mean a business entity which is not the Company but which is part of a “controlled group” or under “common control” with the Company, as those terms are defined in section 414(b) and (c) of the Code as required to be aggregated with the Company under section 409A based on eighty percent (80%) or greater control.

14. SPECIFIED EMPLOYEE (previously “Key Employee”). Effective for participants who are specified employees as of January 1, 2009, a new Section 1.1(26) shall be added to the Plan ((with subsequent Sections and cross references renumbered as appropriate — the phrase “Key Employee” is being replaced by the phrase “Specified Employee”) that reads in full as follows:

          (26) The term “Specified Employee” shall mean a Participant who is a specified employee for purposes of Code Section 409A as defined in the separate document entitled “U.S. Bank Specified Employee Determination.”

15. TERMINATION OF EMPLOYMENT. Effective January 1, 2009, Section 1.1(27) (prior to this amendment Section 1.1(30), the definition of Termination of Employment) shall be deleted (with subsequent Sections and cross references renumbered as appropriate — the definition is being replaced by the phrase “Separation from Service”). In addition, the phrase “Termination of Employment” in the Plan shall be replaced by the phrase “Separation from Service”.

16. UNFORESEEABLE EMERGENCY. Effective for distributions on and after January 1, 2009, a new Section 1.1(27) shall be added to the Plan ((with subsequent Sections and cross references renumbered as appropriate) that reads in full as follows:

     (27) The term “Unforeseeable Emergency” shall mean an unforeseeable emergency as defined under Code Section 409A.

17. CESSATION OF ACTIVE PARTICIPATION. Effective January 1, 2009, Section 2.2 shall be amended to read in full as follows:

           2.2 Cessation of Active Participation . Deferrals from a Participant’s Base Pay shall cease as of the earlier of (i) the last day of the Plan Year for which a Participant has entered into a Deferred Compensation Agreement, (ii) the date the Participant dies, and (iii) the last day of the Plan Year in which the BAC or the Executive Vice President of Human Resources determines the Participant may no longer defer compensation under the Plan. Deferrals from a Participant’s Bonus shall cease as of the earlier of (i) the date of the bonus payment for the last year in which the Participant entered into a Deferred Compensation Agreement for the Participant’s Bonus, or (ii) the date the Participant dies. Nothing in this Plan shall prevent the BAC or the Executive Vice President of Human Resources from determining a Participant is no longer a member of a select group of management and highly compensated employees.

18. EFFECTIVE DATE OF DEFERRED COMPENSATION AGREEMENT. Effective January 1, 2009, Section 3.2 shall be amended to read in full as follows:

           3.2 Effective Date of Deferred Compensation Agreement . A Deferred Compensation Agreement shall be effective upon receipt (as determined by the BAC) and shall be irrevocable as of the December 31 prior to the Plan Year to which the Deferred Compensation Agreement applies. In the case of a Selected Employee who enters into a Deferred Compensation Agreement as provided under Section 3.1(b), it shall be irrevocable as of the earlier of (i) the last day of the thirty (30) day period, and (ii) the date deferrals commence with respect to the Selected Employee.

19. DISTRIBUTION RULES (previously Method of Payment). Effective January 1, 2009, Section 5.2 shall be amended to read in full as follows (this Section takes the place of Section 5.5 prior to the amendment and, therefore, cross references to Section 5.5 shall be changed to Section 5.2):

           5.2 Distribution Rules . The Participant shall make a distribution election with respect to Participant’s deferred compensation for each Plan Year. The Participant may elect to receive distribution of a Participant’s deferred compensation for a Plan Year in (i) a single lump sum, or (ii) installments paid over five (5)-year, ten (10)-year, fifteen (15)-year, or twenty (20)-year period. The distribution election shall be effective upon receipt (as determined by the BAC) and shall be irrevocable as of the December 31 prior to the Plan Year to which the distribution election applies. In the case of a Participant who enters into a Deferred Compensation Agreement as provided under Section 3.1(b), the distribution election shall be irrevocable as of the earlier of (i) the last day of the thirty (30) day period, and (ii) the date deferrals commence with respect to the Participant.

     (a) Distribution Upon Separation from Service . If a Participant has a Separation, the Participant’s benefit will be paid according to the Participant’s distribution elections. If the Participant has elected a single lump sum for a Plan Year, the Participant’s deferred compensation for that Plan Year (as adjusted for earnings or losses) shall be paid on the date that is thirty (30) days after the Participant’s Separation from Service. If the Participant has elected installments over a period of years for a Plan Year, the first installment of the Participant’s deferred compensation for that Plan Year shall be paid on the date that is thirty (30) days after the Participant’s Separation from Service, and each subsequent installment shall be paid on the anniversary of the first payment to the Participant (unless the Participant’s first payment is delayed under Section 5.2(d), in which case each subsequent payment will be made on the anniversary of the date of the Participant’s Separation from Service). Installment amounts shall be determined by taking the amount of the Participant’s deferred compensation for a Plan Year (as adjusted for earnings and losses) and dividing it by the number of remaining installment distributions.

     (b) Default Election . If a Participant fails to make a distribution election for a Plan Year, the Participant’s deferred compensation for the Plan Year shall be paid in a single lump sum on the date that is thirty (30) days after the Participant’s Separation from Service.

     (c) Death . If a Participant dies prior to the payment of the Participant’s entire benefit under the Plan, the Participant’s entire Deferred Compensation Account shall be paid to the Participant’s beneficiary in a single lump sum. The distribution will be paid as of the last day

of the month following the date that is four (4) months after the date of the Participant’s death.

     (d) Delay in Distribution to a Specified Employee . If a Participant is a Specified Employee as of the date of the Participant’s Separation from Service and the Participant, payment shall commence the last day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). During the delay, the Participant’s Deferred Compensation Account Balance shall continue to be invested in the measurement funds.

     (e) Distribution of Shares . The portion of a Participant’s Deferred Compensation Account that reflects a deemed investment in the Company stock fund shall (unless otherwise determined by the Committee) be distributed in Shares, except that any deemed fractional Shares shall be paid in cash.

20. DISTRIBUTION UPON UNFORESEEABLE EMERGENCY (previously Hardship Distributions). Effective January 1, 2009, Section 5.5 shall be amended to read in full as follows (this Section takes the place of Section 5.2 prior to the amendment and, therefore, cross references to Section 5.2 shall be changed to Section 5.5):

           5.5 Distribution Upon Unforeseeable Emergency . A Participant may request a distribution due to an Unforeseeable Emergency. To request such a distribution, the Participant must submit a request and supporting information to the BAC. If the Participant’s request is approved, either as an initial request or by the Committee on appeal, the amount necessary to satisfy the Unforeseeable Emergency (including the amount necessary to satisfy federal, state, and local income taxes on the amount) shall be paid in a single lump sum on the date that is thirty (30) days after the date of the determination the Participant has experienced an Unforeseeable Emergency. The amount necessary to make the payment shall be deducted from the Participant’s oldest deferred compensation amounts contributed to the Plan (and any earnings on such contributions), starting with the first year the Participant participated in the Plan and moving forward through each subsequent year until a sufficient amount is deducted to pay the amount of the distribution due to an Unforeseeable Emergency.

21. DISTRIBUTION OF SMALL AMOUNTS (previously Distribution on Plan Termination). Effective for payments made on and after January 1, 2009, Section 5.8 shall be amended to read in full as follows:

           5.8 Distribution of Small Amounts . Notwithstanding any other provision of this Article V, if on the date of a Participant’s benefit under the Plan and under all of the Company’s elective account balance deferred compensation plans (within the meaning of Code Section 409A and applicable guidance thereunder) is not greater than the applicable dollar limit under Code Section 402(g)(1)(B) (as adjusted from time to time), the Participant’s benefit and benefits under all of the Company’s elective account balance deferred compensation plans (within the meaning of Code Section 409A) may be paid in a single lump sum payment as soon as administratively feasible after the Participant’s Separation from Service.

22. CLAIMS PROCEDURES. Effective for claims made on and after January 1, 2009, Section 8.6 shall be amended to read in full as follows:

           8.6 Claim Procedures . Benefits under the Plan are subject to the Claim Procedures contained in Section 12 (including Sections 12.1 through 12.7) of the U.S. Bank Non-Qualified Retirement Plan, as the same may be amended from time to time.

23. AMENDMENT (previously “In General”). Effective January 1, 2009, Section 9.1 shall be amended to read in full as follows:

           9.1 Amendment . The Company, by action of its Board of Directors or the Compensation Committee of the 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 of Directors or the Compensation Committee of the Board of Directors. 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 BAC, except the BAC may not amend the Plan in a manner that materially increases and decreases the benefit of a senior executive officer of the Company (unless the Board of Directors or the Compensation Committee explicitly delegate this authority to the BAC).

24. TERMINATION (previously “Termination After a Change in Control”). Effective January 1, 2009, Section 9.2 shall be amended to read in full as follows:

           9.2 Termination . The Company, by action of its Board of Directors or the Compensation Committee of the Board of Directors, reserves the right at any time to terminate the Plan. If the plan is terminated, the plan termination shall comply with Code Section 409A. A plan termination may result in a change in the time and form of distribution under the Plan, but no termination shall reduce the benefits accrued prior to the date of the termination.

25. INFORMATION. Effective January 1, 2009, Section 10.1 shall be amended to add “the” before the first occurrence of “Committee” in the final sentence.

26. ERISA. Effective January 1, 2009, a new Section 10.8 shall be added that reads in full as follows:

           10.8 ERISA Status . The Plan is maintained with the understanding that the Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in sections 201(2), 301(3) and 401(a)(1) of ERISA, and section 2520.104-23 of the regulations under ERISA. Each provision shall be interpreted and administered accordingly.

27. INTERNAL REVENUE CODE. Effective January 1, 2009, a new Section 10.9 shall be added that reads in full as follows:

           10.9 Internal Revenue Code Status . The Plan is maintained as a nonqualified deferred compensation arrangement under Code Section 409A. Notwithstanding the foregoing, neither the Employer nor any of its officers, directors, agents or Affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with the Code.

28. CHOICE OF LAW. Effective for claims filed on and after January 1, 2009, a new Section 10.10 shall be added that reads in full as follows:

           10.10 Choice of Law . Except to the extent that federal law is controlling, the Plan shall be construed and enforced in accordance with the laws of the State of Minnesota (except that the state law will be applied without regard to any choice of law provisions). The Participant, the Participant’s Beneficiaries, and any other person claiming a benefit shall only have recourse against the Employer.

29. CHOICE OF VENUE. Effective for claims filed on and after January 1, 2009, a new Section 10.11 shall be added that reads in full as follows:

           10.11 Choice of Venue . Any claim or action brought with respect to this Plan shall be brought in the Federal courts of the State of Minnesota.

30. APPENDIX A (List of Affiliates). Effective as of January 1, 2009, Appendix A is replaced in its entirety with the attached Appendix A.

31. APPENDIX B (Measurement Funds). Effective as of January 1, 2009, Appendix B is replaced in its entirety with the attached Appendix B.

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

APPENDIX A
List of Affiliates

U.S. Bank National Association
U.S. Bancorp Asset Management, Inc.
U.S. Bancorp Card Services, Inc.
U.S. Bancorp Fund Services, LLC
U.S. Bancorp Insurance Services, LLC
U.S. Bancorp Investments, Inc.
U.S. Bancorp Equipment Finance, Inc.
U.S. Bancorp Licensing, Inc.
U.S. Bank National Association, ND
U.S. Bank Oliver-Allen Technology Leasing
Housing Capital Company
First Security Investor Reporting, LP
Genpass Service Solutions, LLC
Genpass Technologies, LLC
LADCO Financial Group
Lyon Financial Services, Inc.
NOVA Information Systems, Inc.
Quasar Distributors, LLC

APPENDIX B
Measurement Funds

First American Mutual Funds:

Short Term Bond Fund
Intermediate Government Bond Fund
Core Bond Fund
Strategy Growth and Income Allocation
Mid Cap Growth Opportunities Fund
Mid Cap Value Fund
Equity Index Fund
Large Cap Value Fund
Large Cap Growth Opportunities Fund
Small Cap Value Fund
Small Cap Growth Opportunities Fund
Prime Obligations Fund

U.S. Bancorp common stock

Exhibit 10.3(b)

FIRST AMENDMENT OF
U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005 Statement)

          The U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (the “Plan”) is amended in the following respects:

1. PREAMBLE. Effective January 1, 2009, the Preamble is clarified to read as follows:

U.S. Bancorp approved the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) to distinguish elective contributions made by outside directors that are subject to section 409A of the Code. The Plan applies to elective contributions made by outside directors on and after January 1, 2005.

2. AFFILIATE. Effective January 1, 2009, the second sentence of Section 1.1(1) shall be deleted.

3. AFFILIATED GROUP. Effective January 1, 2009, Section  1.1(2) shall be deleted (with subsequent Sections and cross references renumbered as appropriate — the phrase “Affiliated Group” is being replaced by the phrase “Employer”). In addition, the term “Employer” shall replace the term “Affiliated Group” throughout the Plan.

4. BENEFIT COMMENCEMENT DATE. Effective for participants whose benefits commence on or after January 1, 2009, Section 1.1(4) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

5. BENEFITS ADMINISTRATION COMMITTEE. Effective January 1, 2009, a new Section 1.1(3) shall be added to the Plan (with subsequent Sections and cross references renumbered as appropriate) that reads as follows:

          (3) The terms “ Benefits Administration Committee ” and “ BAC ” shall mean the Benefits Administration Committee of the Company (and its successor or, if no such committee exists, the Executive Vice President, Human Resources of the Company).

6. CHANGE IN CONTROL. Effective January 1, 2009, Section 1.1(5) (prior to this amendment Section 1.1((6)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

7. CODE. Effective January 1, 2009, Section 1.1(5) (prior to this amendment Section 1.1(7)) shall be amended to read in full as follows:

          (7) The term “Code” shall mean the Internal Revenue Code of 1986, including applicable regulations for the specified section of the Code. Any reference in this Plan to a section of the Code, including the applicable regulation, shall be considered also to mean and refer to any subsequent amendment or replacement of that section or regulation.

8. DIRECTOR. With respect to Section 1.1(12) (Director), for purposes of clarity, where the term Director in Articles II, III, and IV, and in Sections 10.2 and 10.7, the term “Director” shall include a grandfathered Advisory Director. The term “Director” in Articles VIII and IX, and in Section 1.1(3) (the definition of “Board” and “Board of Directors”) shall not include grandfathered Advisory Directors.

9. DISABILITY. Effective January 1, 2009, Section 1.1(14) (prior to this amendment Section 1.1(16)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

10. EMPLOYER. Effective for distributions on and after January 1, 2009, a new Section 1.1(17) shall be added to the Plan ((with subsequent Sections and cross references renumbered as appropriate — the phrase “Affiliated Group” is being replaced by the phrase “Employer”) that reads in full as follows:

          (17) The term “Employer” shall mean the Company and any of its Affiliates that are described in Appendix A and that have adopted the Plan as a participating employer.

11. FINANCIAL HARDSHIP. Effective January 1, 2009, Section 1.1(17) prior to this amendment Section 1.1(20)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate).

12. PARTICIPANT. With respect to Section 1.1(18) (Participant), for purposes of clarity, the term “Participant” shall also include Advisory Directors who were making elective contributions as of January 1, 2005 and who have continuously elected to make elective contributions after that date (referred to as “grandfathered Advisory Directors”). Advisory Directors appointed on and after January 1, 2005 shall not be eligible to make elective contributions under the Plan. Once a grandfathered Advisory Directors ceases making elective contributions, that grandfathered Advisory Director shall no longer be able to make elective contributions. Grandfathered Advisory Directors shall be subject to all of the rules under the Plan.

13. PLAN. Effective January 1, 2009, Section 1.1(19) (prior to this amendment section 1.1(22)) shall be amended to read in full as follows (and all other references to the name of the Plan revised as appropriate, including the cover page):

          (19) The term “Plan” shall mean the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement).

14. RETIREMENT. Effective January 1, 2009, Section 1.1(20) prior to this amendment Section 1.1(24)) shall be deleted (with subsequent Sections and cross references renumbered as appropriate — the terms “Retirement”, “Retire(s)” and “Retired” shall be replaced with the phrase “Separation from Service” unless such replacement shall lead to repetition of the phrase “Separation from Service” in which case the second “Separation from Service” shall be deleted).

15. SEPARATION FROM SERVICE (previously “Termination of Employment”). Effective January 1, 2009, a new Section 1.1(21) shall be added that reads in full as follows

(with subsequent Sections and cross references renumbered as appropriate – the phrase “Termination of Employment” is being replaced by the phrase “Separation from Service”):

          (21) The term “ Separation from Service ” shall mean a Participant’s separation from service as defined under Code Section 409A. For purposes of a Separation from Service, an affiliate shall mean a business entity which is not the Company but which is part of a “controlled group” or under “common control” with the Company, as those terms are defined in section 414(b) and (c) of the Code as required to be aggregated with the Company under section 409A based on eighty percent (80%) or greater control.

16. TERMINATION OF SERVICES. Effective January 1, 2009, Section 1.1(22) (prior to this amendment Section 1.1(26), the definition of Termination of Services) shall be deleted (with subsequent Sections and cross references renumbered as appropriate – the definition is being replaced by the phrase “Separation from Service”). In addition, the phrase “Termination of Services” in the Plan shall be replaced by the phrase “Separation from Service”.

17. UNFORESEEABLE EMERGENCY. Effective for distributions on and after January 1, 2009, a new Section 1.1(22) shall be added to the Plan ((with subsequent Sections and cross references renumbered as appropriate) that reads in full as follows:

          (22) The term “Unforeseeable Emergency” shall mean an unforeseeable emergency as defined under Code Section 409A.

18. SECTION 2 HEADING. Effective January 1, 2009, the heading for Section 2 shall be revised to read “Participation”.

19. PARTICIPATION. With respect to Section 2.1 (Participation), for purposes of clarity, in addition to Directors participation in the Plan shall include grandfathered Advisory Directors, who are described above under the definition of Participant.

20. CESSATION OF ACTIVE PARTICIPATION. Effective January 1, 2009, Section 2.2 shall be amended to read in full as follows:

           2.2 Cessation of Active Participation . Deferrals from a Participant shall cease as of the earlier of (i) the last day of the Plan Year for which a Participant has entered into a Deferred Compensation Agreement, (ii) the date the Participant dies, and (iii) the last day of the Plan Year in which the Participant has a Separation from Service.

21. EFFECTIVE DATE OF DEFERRED COMPENSATION AGREEMENT. Effective January 1, 2009, Section 3.2 shall be amended to read in full as follows:

           3.2 Effective Date of Deferred Compensation Agreement . A Deferred Compensation Agreement shall be effective upon receipt (as determined by the Committee) and shall be irrevocable as of the December 31 prior to the Plan Year to which the Deferred Compensation Agreement applies. In the case of a Director who enters into a Deferred Compensation Agreement as provided under Section 3.1(b), it shall be irrevocable as of the earlier of (i) the last

day of the thirty (30) day period, and (ii) the date deferrals commence with respect to the Director.

22. DISTRIBUTION RULES (previously Method of Payment). Effective January 1, 2009, Section 5.2 shall be amended to read in full as follows (this Section takes the place of Section 5.5 prior to the amendment and, therefore, cross references to Section 5.5 shall be changed to Section 5.2):

           5.2 Distribution Rules . The Participant shall make a distribution election with respect to Participant’s deferred compensation for each Plan Year. The Participant may elect to receive distribution of a Participant’s deferred compensation for a Plan Year in (i) a single lump sum, or (ii) installments paid over five (5)-year, ten (10)-year, fifteen (15)-year, or twenty (20)-year period. The distribution election shall be effective upon receipt (as determined by the BAC) and shall be irrevocable as of the December 31 prior to the Plan Year to which the distribution election applies. In the case of a Participant who enters into a Deferred Compensation Agreement as provided under Section 3.1(b), the distribution election shall be irrevocable as of the earlier of (i) the last day of the thirty (30) day period, and (ii) the date deferrals commence with respect to the Participant.

     (a) Distribution Upon Separation from Service . If a Participant has a Separation, the Participant’s benefit will be paid according to the Participant’s distribution elections. If the Participant has elected a single lump sum for a Plan Year, the Participant’s deferred compensation for that Plan Year (as adjusted for earnings or losses) shall be paid on the date that is thirty (30) days after the Participant’s Separation from Service. If the Participant has elected installments over a period of years for a Plan Year, the first installment of the Participant’s deferred compensation for that Plan Year shall be paid on the date that is thirty (30) days after the Participant’s Separation from Service, and each subsequent installment shall be paid on the anniversary of the first payment to the Participant. Installment amounts shall be determined by taking the amount of the Participant’s deferred compensation for a Plan Year (as adjusted for earnings and losses) and dividing it by the number of remaining installment distributions.

     (b) Default Election . If a Participant fails to make a distribution election for a Plan Year, the Participant’s deferred compensation for the Plan Year shall be paid in a single lump sum on the date that is thirty (30) days after the Participant’s Separation from Service.

     (c) Death . If a Participant dies prior to the payment of the Participant’s entire benefit under the Plan, the Participant’s entire Deferred Compensation Account shall be paid to the Participant’s beneficiary in a single lump sum. The distribution will be paid as of the last day of the month following the date that is four (4) months after the date of the Participant’s death.

     (d) Distribution of Shares . The portion of a Participant’s Deferred Compensation Account that reflects a deemed investment in the Company stock fund shall (unless otherwise determined by the Committee) be distributed in Shares, except that any deemed fractional Shares shall be paid in cash.

23. COURT ORDERED DISTRIBUTIONS. Effective January 1, 2009, Section 5.4 shall be amended to change “who” to read “whose Deferred Compensation Account”.

24. DISTRIBUTION UPON UNFORESEEABLE EMERGENCY (previously Hardship Distributions). Effective January 1, 2009, Section 5.5 shall be amended to read in full as follows (this Section takes the place of Section 5.2 prior to the amendment and, therefore, cross references to Section 5.2 shall be changed to Section 5.5):

           5.5 Distribution Upon Unforeseeable Emergency . A Participant may request a distribution due to an Unforeseeable Emergency. To request such a distribution, the Participant must submit a request and supporting information to the BAC. If the Participant’s request is approved, either as an initial request or by the Committee on appeal, the amount necessary to satisfy the Unforeseeable Emergency (including the amount necessary to satisfy federal, state, and local income taxes on the amount) shall be paid in a single lump sum on the date that is thirty (30) days after the date of the determination the Participant has experienced an Unforeseeable Emergency. The amount necessary to make the payment shall be deducted from the Participant’s oldest deferred compensation amounts contributed to the Plan (and any earnings on such contributions), starting with the first year the Participant participated in the Plan and moving forward through each subsequent year until a sufficient amount is deducted to pay the amount of the distribution due to an Unforeseeable Emergency.

25. DISTRIBUTION OF SMALL AMOUNTS (previously Distribution on Plan Termination). Effective for payments made on and after January 1, 2009, Section 5.7 shall be amended to read in full as follows:

           5.7 Distribution of Small Amounts . Notwithstanding any other provision of this Article V, if on the date of a Participant’s benefit under the Plan and under all of the Company’s elective account balance deferred compensation plans (within the meaning of Code Section 409A and applicable guidance thereunder) is not greater than the applicable dollar limit under Code Section 402(g)(1)(B) (as adjusted from time to time), the Participant’s benefit and benefits under all of the Company’s elective account balance deferred compensation plans (within the meaning of Code Section 409A) may be paid in a single lump sum payment as soon as administratively feasible after the Participant’s Separation from Service.

26. RIGHT TO WITHHOLD TAXES. Effective January 1, 2009, Section 5.9 shall be amended (i) so that the term “distribution” is changed to “distribution or payment”, and (ii) the term “federal” is changed to “Federal”.

27. PLAN UNFUNDED. Effective January 1, 2009, Section 7.1 shall be amended to add “from” before “one or more grantor trusts” in the third sentence.

28. AMENDMENT (previously “In General”). Effective January 1, 2009, Section 9.1 shall be amended to read in full as follows:

           9.1 Amendment . The Company, by action of its Board of Directors or the Compensation Committee of the 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 of Directors or the Compensation Committee of the Board of Directors. 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 BAC, except the BAC may not amend the Plan in a manner that materially increases and decreases the benefit of a senior executive officer of the Company (unless the Board of Directors or the Compensation Committee explicitly delegate this authority to the BAC).

29. TERMINATION (previously “Termination After a Change in Control”). Effective January 1, 2009, Section 9.2 shall be amended to read in full as follows:

           9.2 Termination . The Company, by action of its Board of Directors or the Compensation Committee of the Board of Directors, reserves the right at any time to terminate the Plan. If the plan is terminated, the plan termination shall comply with Code Section 409A. A plan termination may result in a change in the time and form of distribution under the Plan, but no termination shall reduce the benefits accrued prior to the date of the termination.

30. INFORMATION. Effective January 1, 2009, Section 10.1 shall be amended (i) to delete “post office” before “address” in the first sentence, and (ii) to add “(or its designee)” after “Committee” in the second sentence.

31. ERISA. Effective January 1, 2009, a new Section 10.8 shall be added that reads in full as follows:

           10.8 ERISA Status . The Plan is maintained for non-Employee Directors and, therefore, is not subject to the Employee Retirement Income Security Act of 1974.

32. INTERNAL REVENUE CODE. Effective January 1, 2009, a new Section 10.9 shall be added that reads in full as follows:

           10.9 Internal Revenue Code Status . The Plan is maintained as a nonqualified deferred compensation arrangement under Code Section 409A. Notwithstanding the foregoing, neither the Employer nor any of its officers, directors, agents or Affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with the Code.

33. CHOICE OF LAW. Effective for claims filed on and after January 1, 2009, a new Section 10.10 shall be added that reads in full as follows:

           10.10 Choice of Law . Except to the extent that federal law is controlling, the Plan shall be construed and enforced in accordance with the laws of the State of Minnesota (except that the state law will be applied without regard to any choice of law provisions). The Participant, the Participant’s Beneficiaries, and any other person claiming a benefit shall only have recourse against the Employer.

34. CHOICE OF VENUE. Effective for claims filed on and after January 1, 2009, a new Section 10.11 shall be added that reads in full as follows:

           10.11 Choice of Venue . Any claim or action brought with respect to this Plan shall be brought in the Federal courts of the State of Minnesota.

35. APPENDIX A (List of Affiliates). Effective as of January 1, 2009, Appendix A is replaced in its entirety with the attached Appendix A.

36. APPENDIX B (Measurement Funds). Effective as of January 1, 2009, Appendix B is replaced in its entirety with the attached Appendix B.

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

APPENDIX A
List of Affiliates

U.S. Bank National Association
U.S. Bancorp Asset Management, Inc.
U.S. Bancorp Card Services, Inc.
U.S. Bancorp Fund Services, LLC
U.S. Bancorp Insurance Services, LLC
U.S. Bancorp Investments, Inc.
U.S. Bancorp Equipment Finance, Inc.
U.S. Bancorp Licensing, Inc.
U.S. Bank National Association, ND
U.S. Bank Oliver-Allen Technology Leasing
Housing Capital Company
First Security Investor Reporting, LP
Genpass Service Solutions, LLC
Genpass Technologies, LLC
LADCO Financial Group
Lyon Financial Services, Inc.
NOVA Information Systems, Inc.
Quasar Distributors, LLC

APPENDIX B
Measurement Funds

First American Mutual Funds:

Short Term Bond Fund
Intermediate Government Bond Fund
Core Bond Fund
Strategy Growth and Income Allocation
Mid Cap Growth Opportunities Fund
Mid Cap Value Fund
Equity Index Fund
Large Cap Value Fund
Large Cap Growth Opportunities Fund
Small Cap Value Fund
Small Cap Growth Opportunities Fund
Prime Obligations Fund

U.S. Bancorp common stock

Exhibit 10.4(b)

FIRST AMENDMENT
OF
U.S. BANCORP 2007 STOCK INCENTIVE PLAN

     The U.S. Bancorp 2007 Stock Incentive Plan (the “Plan”) is amended in the following respects:

1. SPECIFIED EMPLOYEE. Effective for determinations of who is a specified employee on and after January 1, 2009, Section 2(dd) shall be amended to read as follows:

     (dd) “Specified Employee” shall mean an employee who is a specified employee for purposes of Code Section 409A as defined in the separate document entitled “U.S. Bank Specified Employee Determination.”

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

Exhibit 10.5(b)

AMENDMENT TO RESTRICTED STOCK UNIT AGREEMENTS ISSUED PURSUANT TO
U.S. BANCORP 2001 STOCK INCENTIVE PLAN

THIS AMENDMENT (“Amendment”) is adopted for the purpose of bringing outstanding Restricted Stock Unit Agreements issued under the 2001 U.S. Bancorp Stock Incentive Plan into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

WHEREAS,                                           (“Director”) has been awarded one or more grants of Restricted Stock Units under the U.S. Bancorp 2001 Stock Incentive Plan (“2001 SIP”); and

WHEREAS, the Company wishes to amend all prior Restricted Stock Unit Agreements with respect to outstanding Restricted Stock Unit awards under the 2001 SIP in order to comply with Code Section 409A:

1. This Amendment is intended to, and shall be effective to, amend all Restricted Stock Unit Agreements between the Company and Director that were authorized and entered into pursuant to the U.S. Bancorp 2001 SIP (“2001 Plan RSU Agreements”).

2. Notwithstanding anything to the contrary contained in the 2001 Plan RSU Agreements, the following rules and definitions will apply:

     (a)  Definition of Change in Control. “Change in Control” shall mean the occurrence of a “change in the ownership” of the Company, a “change in the effective control” of the Company, and/or a “change in the ownership of a substantial portion of the assets” of the Company, each as defined under Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.

     (b)  Issuance of Shares; Separation from Service. Prior to this Agreement, the 2001 Plan RSU Agreements provided that on the date that a Participant (Director) “no longer serves on the Board of the Company” (“Distribution Date”), Shares will be distributed to Director in settlement of vested RSUs. As amended by this Agreement, Distribution Date shall mean the date on which Director experiences a Separation from Service. Separation from Service means the first date on which Participant (i) has ceased to serve on the Board of the Company, and (ii) is not providing services as an independent contractor to the Company or to any other entity with which the Company would be considered to be a single employer under Section 414(b) and/or 414(c) of the Internal Revenue Code and the Company does not reasonably anticipate that Participant will provide such services in the future.

     (c)  Specified Employee . If Director is a Specified Employee at the time a distribution of Shares otherwise would occur as a result of Director’s Separation from Service, Shares will not be distributed to Participant until the date that is six months and one day after the date of the Separation from Service. Specified Employee is defined as a Participant who is a specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations and determined pursuant to the rules and procedures set forth in the separate document entitled “U.S. Bank Specified Employee Determination.”

     (d)  Dividend Equivalents . The 2001 Plan RSU Agreements provide that to the extent that cash dividends are paid on Shares after the Award Date and prior to the Distribution

Date, the Participant (Director) shall be entitled to receive additional RSUs on each dividend payment date having a fair market value equal to the amount of dividends paid on Shares represented by the RSUs. These “dividend equivalent RSUs” will be settled, and Shares will be distributed, at the same time as Shares are distributed with respect to the underlying RSUs giving rise to such dividend equivalent RSUs.

     (e)  Intent to Comply with Code section 409A . It is intended that the Plan and this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder and the provisions of this Agreement shall be construed and administered accordingly.

Exhibit 10.6(b)

AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT FOR

INTERNAL REVENUE CODE SECTION 409A COMPLIANCE

By their signatures below, U.S. Bancorp (the “Company”) and the undersigned executive (“Executive’) hereby amend the Executive Severance Agreement between the Company and Executive, dated                                           (“Executive Severance Agreement”). The purpose of this amendment (“Amendment”) is to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized words not otherwise defined herein shall have the meaning ascribed to them in the Executive Severance Agreement.

WHEREAS, Executive and the Company have entered into the Executive Severance Agreement which provides for the lump sum payment to Executive of Termination Benefits, within thirty (30) days of termination, if, within twenty-four (24) months following a Change in Control, Executive’s employment is terminated by the Company (other than for reasons of Cause or Disability) or by Executive for Good Reason; and

WHEREAS , the Company and Executive wish to amend such Executive Severance Agreement to comply with Section 409A of the Code:

NOW, THEREFORE , in consideration of the mutual covenants contained in this Agreement, the Company and Executive agree that notwithstanding anything to the contrary contained in the Executive Severance Agreement, the following rules and definitions will apply:

1. Definition of Good Reason. The definition of Good Reason contained in the Executive Severance Agreement is replaced with the following definition. Good Reason shall mean any one of the conditions set forth below, provided that Executive must provide notice to the Company within ninety (90) days of the existence of such condition and the Company will have thirty (30) days from receipt of such notice to remedy the condition. If the condition is not remedied within such 30 day period, the following conditions will constitute “Good Reason”:

(a) A material reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control or as the same may be increased from time-to-time following the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all senior executives of the Company); or

(b) A significant diminution in the Executive’s position, authority, duties or responsibilities as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual to whom the executive reports, in and of itself, would not constitute diminution; and further provided, anything in this Agreement to the contrary notwithstanding, if the Company’s Chief Executive Officer (“CEO”) immediately prior to the Change in Control remains CEO of the Company during the Protected Period following the Change in Control, and if 50% or more of the Company’s Board of Directors during the Protected Period following the Change in Control were members of the Board of Directors immediately prior to the Change in Control, the Executive shall

Group A with GU

not be able to terminate employment for Good Reason based solely on the events described under this Section (b) until at least one (1) year following the Change in Control (although at such time a termination of employment by the Executive for Good Reason under this Section (b) may be based on events that occurred during the first year of the Protected Period and any such events shall not be deemed to have been agreed to or waived by the Executive); or

(c) A failure by the Company (I) to continue any cash bonus or other incentive compensation plans in substantially the same form and with the same opportunity levels as in effect immediately prior to the Change in Control, or (II) to continue the Executive as a participant in such plans on at least the same basis as the Executive participated in accordance with the plans immediately prior to the Change in Control, in each case to the extent such failure would result in a material diminution in Executive’s compensation; or

(d) A requirement by the Company that the Executive relocate from his/her personal place of residence immediately prior to the Change in Control or, if the Executive is not required to relocate, a change of the Executive’s principal work location from that immediately prior to the Change in Control which is 50 or more miles further away from his/her personal place of residence (other than if the Company’s CEO immediately prior to the Change in Control remains CEO of the Company during the Protected Period following the Change in Control, and if 50% or more of the Company’s Board of Directors during the Protected Period following the Change in Control were members of the Board of Directors immediately prior to the Change in Control); or

(e) A significant reduction in the Executive’s aggregate level of coverage under the Company’s welfare, retirement and other employee benefit plans, as in effect immediately prior to the Change in Control.

2. Definition of Target Bonus . The Executive Severance Agreement provides that Termination Benefits include, among other things, base salary through date of termination and a pro rated portion of any bonus or incentive (based on the target bonus for the Executive for the year), without application of any denial provisions based on unsatisfactory personal performance or any other reason. For greater clarity, it is understood that for this purpose “target bonus” means the annual target bonus which is expressed as a percentage of base salary and communicated annually to Executive.

3. Gross-Up Payment . The Executive Severance Agreement provides that if payments under the Executive Severance Agreement would be subject to an excise tax under Code Section 4999 as a result of an excess parachute payment under Code Section 280G, the Company will make an additional Payment to Executive and such payment is referred to as the “Gross-Up Payment”. Notwithstanding anything to the contrary in the Executive Severance Agreement, the Gross-Up Payment, or any portion of it, (if any) will be paid by the end of Employee’s taxable year next following the taxable year in which Employee remits the related taxes.

4. Intent to Comply with Code section 409A . The Gross-Up Payment is intended to comply with Code Section 409A, and the Agreement will be construed and administered

accordingly. The separation pay (not including the Gross-Up Payment) provided for under the Executive Severance Agreement, including this Amendment, is intended and expected to be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(4) (“Short Term Deferrals) and applicable guidance. However, it is recognized that the final Treasury Regulations applicable with respect to Code Section 409A, which generally are effective January 1, 2009, were issued relatively recently and the interpretation of various provisions of such regulations is an ongoing and evolving process, and that additional formal and informal guidance continues to be issued. With these considerations in mind, the Company and Executive agree that if and to the extent that the Company determines that some or all of the Termination Benefits under the Executive Severance Agreement are subject to Code Section 409A, the Company will notify Executive of such determination and the following definitions and rules will apply, to the extent required by Code Section 409A.

(a) Definition of Separation from Service . Any termination of Executive’s employment, which termination results in the Company’s obligation to pay Termination Benefits, will in all cases meet the requirements for a Separation from Service as defined under Code Section 409A and applicable guidance.

(b) Specified Employee; Delay in Payment of Termination Benefits . If Executive is a Specified Employee at the time of Executive’s Separation from Service, the payment of Termination Benefits that are subject to Code Section 409A will be delayed until the date that is six months and one day after the date of the Separation from Service. Specified Employee is defined as a Participant who is a specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations and the determination of the individuals who are Specified Employees will be determined pursuant to the rules and procedures set forth in the separate document entitled “U.S. Bank Specified Employee Determination.”

IN WITNESS WHEREOF , the parties have caused this Amendment to be executed as of the December 31, 2008.

		U.S. BANCORP
Date: December 31, 2008		By:
		Its:
		EMPLOYEE
Date: December 31, 2008
		[Print Name]

Exhibit 10.7(b)

AMENDMENT TO EMPLOYMENT AGREEMENT FOR INTERNAL REVENUE CODE
SECTION 409A COMPLIANCE

By their signatures below, U.S. Bancorp (the “Company”) and Pamela A. Joseph (“Employee”), agree that the Employment Agreement dated May 7, 2001 among the Company, Employee, Nova Corporation and Nova Information Systems, Inc. (“Employment Agreement”) is hereby amended as set forth below. The purpose of this amendment (“Amendment”) is to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized words that are not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement.

WHEREAS, Employee and the Company have entered into the Employment Agreement which provides, among other things, for the payment of Termination Payments upon Employee’s termination of employment (i) by the Company without cause, (ii) by Employee as a result of negative changes in the employment relationship that effectively render such termination an involuntary termination, or (iii) by Employee voluntarily within two years following a Change in Control; and

WHEREAS , the Company and Employee wish to amend the Employment Agreement to comply with Section 409A of the Code:

NOW, THEREFORE , in consideration of the mutual benefits to the parties that result from compliance with Code Section 409A and the timely amendment of the Employment Agreement, the Company and Employee agree that, notwithstanding anything to the contrary contained in the Employment Agreement, the following provisions, definitions and rules will apply and the Employment Agreement shall be construed accordingly.

1. Vesting of Rights. Sections 3(h) of the Employment Agreement provides for the acceleration of vesting of options, restricted stock and other similar rights as well as any non-qualified retirement balance or deferred compensation balance (collectively referred to as “Rights”) upon a Change in Control. Sections 7(a)(iii) and (iv) of the Employment Agreement provide for the acceleration of vesting of Rights in the event that Employee’s employment is terminated under specified circumstances. Notwithstanding anything arguably to the contrary in the Employment Agreement, including, without limitation, Sections 3(h) and 7(a)(iii) and (iv), the acceleration of vesting of Rights that constitute deferred compensation subject to Code Section 409A shall not, in and of itself, alter the payment date with respect to such deferred compensation. The time and form of payment of such deferred compensation shall be governed by the terms of the applicable deferred compensation plan, provided, however , that if Employee has been awarded restricted stock units (“RSUs”) under the Company’s stock incentive plan that are subject to Code Section 409A, and the vesting of such RSUs is accelerated pursuant to the terms of the Employment Agreement, the payment date for such RSUs shall be the earlier of (i) the vesting date for the RSUs, prior to any accelerated vesting, if the Employee had continued in employment (a specified date), and (ii) the date that is thirty days following Employee’s “separation from service” with the Company and its affiliates. Separation from service has the meaning ascribed to it under Code Section 409A and applicable guidance, provided that the term “affiliate” shall mean a business entity which is affiliated in ownership with the Company and

that is treated as a single employer under the rules of section 414(b) and (c) of the Code, applying an eighty percent common ownership standard (“Separation from Service”).

2. Termination Payments . Section 7 of the Employment Agreement provides for the payment of a Severance Payment and a Supplemental Payment upon Employee’s termination of employment (i) by the Company without cause, or (ii) by Employee as a result of negative changes in the employment relationship that effectively render such termination an involuntary termination. It is mutually understood that the Supplemental Payment, which is defined in Section 7(a)(ii), (i) is an additional payment required as a result of Employee’s actual or constructive involuntary termination, the amount of which is determined with reference to the prior year’s Bonus Compensation, and (ii) is not a payment of all or any portion of Bonus Compensation that would or could have become payable with respect to Employee’s services for the year in which Employee’s termination of employment occurs had Employee continued employment through the end of that year. Section 7 provides for the payment of a Severance Payment (but not a Supplemental Payment) upon a termination of employment by Employee voluntarily within two years following a Change in Control. Notwithstanding anything to the contrary in the Employment Agreement, the following rules will apply with respect to the Severance Payment and the Supplemental Payment.

(a) Definition of Separation from Service . Any termination of Employee’s employment, which termination results in the Company’s obligation to pay a Severance Payment or a Supplemental Payment, will in all cases meet the definition of Separation from Service.

(b) Specified Employee; Delay in Payment of Severance Payment and Supplemental Payment. If Employee is a Specified Employee at the time of her Separation from Service, the payment of any portion of the Severance Payment and/or the Supplemental Payment that would otherwise have been paid during the six month period following Employee’s Separation from Service will be delayed until at least six (6) months following her Separation from Service. On the first business day following the expiration of that six (6) month period, all amounts that would have been paid during the six (6) month period shall be paid to Employee.

(c) Definition of Specified Employee. Specified Employee means an individual who is a specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations and the determination by the Company of the identity of the Specified Employees as of a given date will be determined pursuant to the rules and procedures set forth in the separate document entitled “U.S. Bank Specified Employee Determination.

3. Medical, Dental and Life Insurance Benefits During Continuation Period. Section 7(a) provides that the Company will (with limited exceptions), during the Continuation Period, provide to Employee and her dependents medical, dental and life insurance benefits. To the extent that such benefits are provided through a self funded group health plan, the fair market value of any Company subsidy of the cost of coverage will be reported as taxable income to the Employee.

4. Accrued but Unpaid Bonus Compensation. Section 7(a) provides that upon Employee’s termination of employment under certain circumstances Employee’s accrued but unpaid Bonus Compensation shall be paid on the date that Bonus Compensation would have been payable under the Incentive Compensation Plan had termination of employment not occurred. Notwithstanding anything in the Employment Agreement to the contrary, including, without limitation, Section 7(a), it is mutually agreed and understood that to the extent that Bonus Compensation is payable pursuant to an award under the Company’s 2006 Executive Incentive Plan, no portion of such award shall be paid unless the performance criteria for the performance period have been met and Employee remains employed at the end of the performance period.

5. One Year Payment and Two Year Payment — Delay in Payment. Section 7(c) provides that upon certain terminations of employment other than by the Company without cause or by Employee for reasons constituting a constructive termination, the Company, at its sole discretion, may cause Employee to comply with certain non-disclosure, non-solicitation and non-compete obligations for a period of either one year or two years, in exchange for the One Year Payment or the Two Year Payment, as applicable, each to be paid in monthly installments. Notwithstanding anything to the contrary in the Employment Agreement, including, without limitation, Section 7(c), the following rules will apply.

(a) Definition of Separation from Service . Any termination of Employee’s employment, which termination results in the Company’s obligation to pay a One Year Payment or a Two Year Payment will in all cases meet the definition of Separation from Service.

(b) Specified Employee; Delay in Payment of One Year Payment and Two Year Payment. If Employee is a Specified Employee at the time of her Separation from Service, the payment of any portion of the One Year Payment or the Two Year Payment that would otherwise have been paid during the six month period following Employee’s Separation from Service will be delayed until at least six (6) months following her Separation from Service. On the first business day following the expiration of that six (6) month period, all amounts that would have been paid during the six (6) month period shall be paid to Employee.

6. Gross-Up Payment . Section 7(e) provides that if Termination Payments result in an excise tax under Code Section 4999 as a result of an excess parachute payment under Code Section 280G, the Company will make an additional payment to Employee, such payment referred to as the “Gross-Up Payment”. Notwithstanding anything to the contrary in the Employment Agreement, including, without limitation, under Section 7(e), the Gross-Up Payment, or any portion of it, (if any) will be paid by the end of Employee’s taxable year next following the taxable year in which Employee remits the related taxes.

7. Definition of Change in Control . Section 7(f)(i) of the Employment Agreement defines “Change in Control”. Notwithstanding anything to the contrary in the Employment Agreement, including, without limitation, Section 7(f)(i), the events described in Sections 7(f)(i)(A) through (D) shall constitute a Change in Control only if such events also would constitute a “change in

the ownership” of the Company, a “change in the effective control” of the Company, or a “change in the ownership of a substantial portion” of the Company’s assets, all as defined under Treasury Regulation 1.409A-3(i)(5) and other applicable guidance.

8. Intent to Comply with Code section 409A . The Termination Payments provided for under the Employment Agreement and all other terms of the Employment Agreement, as amended by this Amendment, are intended to comply with Code Section 409A and applicable guidance. The Employment Agreement as amended by this Amendment will be construed and administered accordingly. If at any time the Company determines that the Employment Agreement must be further amended to comply with Code Section 409A, Employees consents to such amendment for the limited purpose, and only to the extent required, to comply with Code Section 409A.

IN WITNESS WHEREOF , the parties have caused this Amendment to be executed as of the December 31, 2008.

		U.S. BANCORP
Date: December 31, 2008		By:		/s/ Jennie Carlson
		Its:		Executive Vice President, Human Resources
		EMPLOYEE
Date: December 31, 2008		/s/ Pamela A. Joseph
		Pamela A. Joseph

Exhibit 10.8(a)

NOTE: Stock options granted to members of the Management Committee (“Optionees”) of U.S. Bancorp (the “Company”) after December 31, 2008 will have the terms and conditions set forth in each Optionee’s grant summary (the “Grant Summary”), which can be accessed on the Citigroup/Smith Barney Benefit Access Website at www.benefitaccess.com. The Grant Summary may be viewed at any time on this Website, and the Grant Summary may also be printed out. In addition to the individual terms and conditions set forth in the Grant Summary, each stock option will have the terms and conditions set forth in the form of Non-Qualified Stock Option Agreement below. As a condition to each stock option grant, Optionee accepts the terms and conditions of the Grant Summary and the Non-Qualified Stock Option Agreement.

U.S. BANCORP

NON-QUALIFIED STOCK OPTION AGREEMENT

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

The Company and Optionee agree as follows:

1.		Grant of Option .
		Subject to the terms and conditions of this Agreement, the Company grants Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of the number of shares of Common Stock set forth in Optionee’s Grant Summary at the exercise price per share set forth in the Grant Summary. The date of grant of the Option (the “Grant Date”) and the expiration date of the Option (the “Expiration Date”) are also set forth in Optionee’s Grant Summary. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2.		Vesting of Exercise Rights; Expiration Date .
		(a) Subject to the terms and conditions of this Agreement, the Option may be exercised by Optionee as set forth in Optionee’s Grant Summary. The Option shall terminate at the close of business on the Expiration Date, or on such earlier date as provided in this Agreement.
		(b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions of this Agreement, the Option may be exercised in full immediately upon a Qualifying Termination (as defined below). 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 Optionee to substantially perform Optionee’s duties with the Company or any Affiliate (other than any such failure resulting from Optionee’s Disability (as defined in Section 3(c)), after a demand for substantial performance is delivered to Optionee that specifically identifies the manner

in which the Company believes that Optionee has not substantially performed Optionee’s duties, and Optionee has failed to resume substantial performance of Optionee’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) Optionee’s conviction of a crime (including, without limitation, a misdemeanor offense) which impairs Optionee’s ability substantially to perform Optionee’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 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
	(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 Optionee’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 Optionee’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 Optionee has been notified in writing more than 30 days prior to the Announcement Date that Optionee’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 Optionee’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 Optionee has announced in writing, prior to the date the Company provides Notice of Termination to Optionee, the intention to terminate employment, subject to the condition that any such termination by the Company prior to Optionee’s stated termination date shall be deemed to be termination by Optionee on such stated date unless termination by the Company is for Optionee’s gross and willful misconduct.

3.

Effect of Termination of Employment

(a)

The Option shall terminate and may no longer be exercised if Optionee ceases to be employed by the Company or any Affiliate, except that:

	(i)		If Optionee’s employment shall be terminated for any reason other than Cause, death, Disability, Retirement (as defined in Section 3(c)) or Early Retirement (as defined in Section 3(c)), Optionee may at any time within a period of 90 days after such termination, but not after the Expiration Date of the Option, exercise the option to the extent that Option was exercisable by Optionee on the date of the termination of employment.
	(ii)		If Optionee’s employment shall be terminated by reason of Cause, the Option shall be terminated as of the date of the misconduct.
	(iii)		If Optionee shall die while in the employ of the Company or any Affiliate or within 90 days after termination of employment for any reason other than Cause, then so long as Optionee has complied with the terms of any confidentiality and nonsolicitation agreement between the Company and Optionee (a “Confidentiality and Nonsolicitation Agreement”), the vesting of the Option will accelerate upon the death of Optionee and the Option will be fully exercisable in whole or in part, notwithstanding the vesting provisions contained in Section 2(a) or Section 2(b), at any time up to the last day of the three year period commencing on the date of Optionee’s death (or, if earlier, the Expiration Date of the Option). In such cases, the Option may be exercised by the personal representatives or administrators of Optionee or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution.
	(iv)		If Optionee’s employment shall be terminated by reason of Disability, the Optionee may exercise the Option in accordance with its terms as though such termination had never occurred, so long as Optionee has complied with the terms of any Confidentiality and Nonsolicitation Agreement. If Optionee shall die following a termination of employment by reason of Disability, (but prior to the Expiration Date of the Option) and if Optionee has not violated the terms of any Confidentiality and Nonsolicitation Agreement, the vesting of the Option will accelerate upon the death of Optionee and the Option will be fully exercisable in whole or in part by the personal representatives or administrators of Optionee, or by any Person or Persons to whom the option has been transferred by will or the applicable laws of descent and distribution, at any time up to the last day of the three year period commencing on the date of Optionee’s death (or, if earlier, the Expiration Date of the Option).
	(v)		If Optionee’s employment shall be terminated by reason of Retirement, the Optionee may exercise the Option in accordance with its terms as though such termination had never occurred, so long as Optionee has complied with the terms of any Confidentiality and Nonsolicitation Agreement. If Optionee shall die following a termination of employment by reason of Retirement (but prior to the Expiration Date of the Option) and if Optionee has not violated the terms of any Confidentiality and Nonsolicitation Agreement, the vesting of the Option will accelerate upon the death of Optionee and the Option will be fully exercisable in whole or in part by the personal representatives or administrators of Optionee, or by any Person or Persons to whom the Option has

been transferred by will or the applicable laws of descent and distribution, at any time up to the last day of the three year period commencing on the date of Optionee’s death (or, if earlier, the Expiration Date of the Option).

	(vi)		If Optionee’s employment shall be terminated by reason of Early Retirement, Optionee may at any time within a three year period after such termination, but not after the Expiration Date of the Option, exercise the Option to the extent that it was exercisable by Optionee on the date of the termination of employment, so long as Optionee has complied with the terms of any Confidentiality and Nonsolicitation Agreement. If Optionee shall die following a termination of employment by reason of Early Retirement (but prior to the Expiration Date of the Option) and if Optionee has not violated the terms of any Confidentiality and Nonsolicitation Agreement, the Option may be exercised to the extent it was exercisable by Optionee on the date of termination of employment, by the personal representatives or administrators of Optionee, or by any Person or Persons to whom the Option has been transferred by will or the applicable laws of descent and distribution, at any time up until the earlier of (A) the last day of the three year period commencing on the date of Optionee’s termination of employment and (B) the Expiration Date of the Option.
	(vii)		Notwithstanding anything apparently to the contrary in Section 3(a), if Optionee violates the terms of any Confidentiality and Nonsolicitation Agreement, the Option shall terminate and may no longer be exercised by Optionee (or by representatives or successors of Optionee) upon the occurrence of any such violation.

	(b)		Notwithstanding the provisions contained in Section 3(a), but subject to the other terms and conditions of this Agreement, in the event that Optionee’s employment is terminated pursuant to a Qualifying Termination, Optionee shall have the right to exercise the Option in whole or in part at any time within a one year period after such termination of employment; provided that no provision of this paragraph shall shorten the period in which the Option may be exercised in the event of death, Disability, Retirement or Early Retirement; and, provided further , that no Option shall be exercisable after the expiration of the term of the Option.
	(c)		For purposes of this Agreement, (A) “Retirement” means termination of employment (other than for gross and willful misconduct) by a Person who is age 59 1/2 or older and has had 10 or more years of employment with the Company or its Affiliates following such Person’s most recent date of hire by the Company or its Affiliates, (B) “Early Retirement” means termination of employment (other than for gross and willful misconduct) by a Person who is age 55 or older and has had 10 or more years of employment with the Company or its Affiliates following such Person’s most recent date of hire by the Company or its Affiliates and (C) “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.

4.		Securities Law Compliance
		The exercise of all or any portion of this Option shall only be effective at such time that the sale of Common Stock issued pursuant to such exercise will not violate any state or federal securities or other laws. The Company is under no obligation to effect any registration of the stock subject to the Option under the Securities Act of 1933 or to effect any state registration or qualification of such Common Stock. The Company may, in its sole discretion, defer the effectiveness of any full

or partial exercise of the Option in order to ensure that the issuance of stock upon exercise 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.

5.		Method of Exercise of Option
		Subject to the foregoing, the Option may be exercised in whole or part from time to time by serving written notice of exercise on the Company at its principal executive offices, to the attention of the Company’s Executive Compensation Department or to its properly designated agent serving from time to time. The notice shall state the number of shares as to which the Option is being exercised and be accompanied by payment of the purchase price. Optionee may, at Optionee’s election, pay the purchase price (a) by check payable to the Company, (b) in previously owned shares of the Company’s Common Stock or (c) in any combination of the two, in each case having a Fair Market Value (as defined in the Plan) on the exercise date equal to the applicable exercise price. Optionee may, at Optionee’s election, exercise the Option, in whole or in part, by providing the Company with an attestation that such previously owned shares of the Company’s Common Stock are owned by Optionee, in which case the number of previously owned shares having a Fair Market Value equal to the exercise price (or appropriate portion of the exercise price) will be withheld from the number of shares issued to Optionee pursuant to the exercise of the Option. Previously owned shares used as provided in the two immediately preceding sentences must have been owned by Optionee for a minimum of six months prior to the date of exercise of the Option for this method of payment to apply.
6.		Income Tax Withholding
		To provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option, and 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 Optionee, are withheld or collected from Optionee. The Optionee may, at Optionee’s election, satisfy applicable tax withholding obligations by (i) electing to have the Company withhold a portion of the shares of Common Stock otherwise to be delivered upon exercise of such Option having a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company shares of Common Stock other than the shares issuable upon exercise of such Option having a Fair Market Value 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.
7.		Miscellaneous

(a)

This Agreement shall not give Optionee 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. In addition, the Company or any Affiliate may at any time dismiss Optionee from employment, free from any liability or claim under the Plan. The holder of the Option will not be deemed to be the holder of any shares subject to the Option unless and until the Option has been exercised and the purchase price of the shares purchased has been paid.

	(b)		Except pursuant to terms approved by the Compensation Committee of the Board of Directors (the “Committee”), the Option may not be transferred, except by will or the laws of descent and distribution to the extent provided in Section 3, and during Optionee’s lifetime the Option is exercisable only by Optionee (or by Optionee’s guardian or legal representative in the case of Disability).
	(c)		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 stock subject to the Option would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Option (including, without limitation, the benefits or potential benefits of provisions relating to the term, vesting or exercisability of the Option, and any “change in control” provision), the Committee shall, in order to prevent such diminution or enlargement of any such benefits or potential benefits, adjust any or all of (i) the number and type of shares (or other securities or other property) subject to the Option and (ii) the exercise price with respect to the Option; provided , however , that the number of shares covered by the Option shall always be a whole number. Without limiting the foregoing, if any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the Company’s assets to another corporation, shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or in exchange for such shares, Optionee shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the shares of the Common Stock of the Company immediately available for purchase and receivable upon the exercise of the Option, with appropriate adjustments to prevent diminution or enlargement of benefits or potential benefits intended to be made available under the Option, such shares of stock, other securities, cash or other assets as would have been issued or delivered to Optionee if Optionee had exercised the Option and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver to Optionee such shares of stock, securities, cash or other assets as, in accordance with the foregoing provisions, Optionee may be entitled to purchase or receive.
	(d)		The Company shall at all times during the term of the Option reserve and keep available such number of shares of the Company’s Common Stock as will be sufficient to satisfy the requirements of this Agreement.
	(e)		The Option 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.

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

Form of Non-Qualified Stock Option Agreement for MC members.

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

			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

(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.

(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

			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.

Form of Restricted Stock Award Agreement for MC members

Exhibit 10.10(a)

NOTE: Restricted stock unit 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 unit award will have the terms and conditions set forth in the form of Restricted Stock Unit Award Agreement below. As a condition of each restricted stock unit award, Participant accepts the terms and conditions of the Award Summary and the Restricted Stock Unit Award Agreement.

U.S. BANCORP
RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (“Agreement”) sets forth the terms and conditions of a restricted stock unit award representing the right to receive shares of Common Stock (the “Common Stock”), par value $0.01 per share, of the Company granted by the Company pursuant to its 2007 Stock Incentive Plan (the “Plan”). Capitalized terms that are not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.

The Company and Participant agree as follows:

1.		Award
		Subject to the terms and conditions of this Agreement and the Award Summary which is incorporated herein by reference, the Company grants to Participant a restricted stock unit award of the number of restricted stock units (the “Restricted Stock Units”) set forth in Participant’s Award Summary. Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the vesting requirements and distribution provisions of this Agreement and the terms of the Plan. The shares of Common Stock distributable to Participant with respect to Restricted Stock Units hereunder are referred to as the “Shares.” The date of grant of such award (the “Grant Date”) also is set forth in Participant’s Award Summary.
2.		Vesting; Forfeiture

	(a)		Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest on the date or dates set forth in the Participant’s Award Summary (“Vesting Date”) if the Participant remains continuously employed by the Company or an Affiliate of the Company until the respective Vesting Dates.
	(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 Restricted Stock Units granted in this Agreement. For purposes of this Section 2(b), the following terms shall have the following definitions:

	(i)		“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.
	(ii)		“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.
	(iii)		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 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
	(D)		Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

	(iv)		“Notice of Termination” shall mean a written notice which sets forth the date of termination of Participant’s employment.
	(v)		“Person” shall be defined as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
	(vi)		“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.

(c)

If Participant ceases to be an employee of the Company or any Affiliate prior to vesting of the Restricted Stock Units pursuant to Section 2(a) or Section 2(b), all of Participant’s unvested Restricted Stock Units shall be immediately and irrevocably forfeited, except that

(i)

if Participant ceases to be an employee by reason of Disability or Retirement (as defined below) the Restricted Stock Units shall not be forfeited, but shall continue to vest pursuant to Section 2(a) and Section 2(b) as though such termination of employment had never occurred so long as the Participant has at all times since the Grant Date complied with the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant; and

(ii)

if Participant ceases to be an employee by reason of death, or if Participant dies prior to an applicable Vesting Date but after separation from service with the Company or an Affiliate by reason of Disability or Retirement, then Participant or his or her estate, in addition to Restricted Stock Units previously vested under this Agreement, shall become immediately vested, as of the date of death, in all previously unvested Restricted Stock Units.

	(d)		If Participant violates the terms of any confidentiality and non-solicitation agreement between the Company or an Affiliate and the Participant, all of Participant’s unvested Restricted Stock Units shall be immediately and irrevocably forfeited.
	(e)		Upon forfeiture, Participant shall have no rights relating to the forfeited Restricted Stock Units (including, without limitation, any rights to receive a distribution of Shares with respect to the Restricted Stock Units and the right to receive dividend equivalents).
	(f)		For purposes of this Agreement, (i) “Retirement” means termination of employment (other than for gross and willful misconduct) by a Person who is age 59 1/2 or older and has had 10 or more years of employment with the Company or its Affiliates following such Person’s most recent date of hire by the Company or its Affiliates, and (ii) “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.

3.		Restriction on Transfer
		Except for transfers by will or the applicable laws of descent and distribution, the Restricted Stock Units cannot be sold, assigned, transferred, gifted, pledged, or in any manner encumbered, alienated, attached or disposed of, and any purported sale, assignment, transfer, gift, pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company. No such attempt to transfer the Restricted Stock Units, 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 Restricted Stock Units or the Shares issuable with respect to the Restricted Stock Units.
4.		Distribution of Shares with Respect to Restricted Stock Units
		Subject to the restrictions in this Section 4, following vesting of Restricted Stock Units and following payment of any applicable withholding taxes pursuant to Section 8 of this Agreement, the Company shall cause to be issued and delivered to Participant a certificate or certificates evidencing Shares registered in the name of Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, as follows:

(a)

Vesting Date Distributions. As soon as administratively feasible following each Vesting Date (but in no event later than 60 days following such Vesting Date), all Shares issuable pursuant to Restricted Stock Units that become vested as of such Vesting Date (and with respect to which Shares have not been distributed previously pursuant to Sections 4(b) or 4(c) below) shall be distributed to Participant (or in the event of Participant’s death, to the representatives of

			Participant or to any Person to whom the Restricted Stock Units have been transferred by will or the applicable laws of descent and distribution).
	(b)		Qualifying Termination Distributions. As soon as administratively feasible following a Separation From Service (as defined hereafter) in connection with a Qualifying Termination (but in no event later than 60 days following such Separation from Service), all Shares issuable pursuant to Restricted Stock Units that become vested as a result of such Qualifying Termination (and with respect to which Shares have not been distributed previously pursuant to sections 4(a) or 4(c)) shall be distributed to Participant. Separation From Service shall mean a Participant’s separation from service with the Company and its affiliates, as determined under Treasury Regulation section 1.409A-1(h)(1), provided that the term “affiliate” shall mean a business entity which is affiliated in ownership with the Company and that is treated as a single employer under the rules of section 414(b) and (c) of the Code (applying the eighty percent common ownership standard). Notwithstanding the foregoing, any Shares issuable to a Specified Employee as a result of a Separation From Service in connection with a Qualifying Termination will not be delivered to such Specified Employee until the date that is six months and one day after the date of the Separation From Service. Specified Employee is defined as a Participant who is a specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations, determined in accordance with the rules set forth in the separate document entitled “U.S. Bank Specified Employee Determination.”
	(c)		Distributions upon Death. As soon as administratively feasible following the death of Participant (but in no event later than 60 days following such death) all Shares issuable pursuant to Restricted Stock Units that become vested pursuant to Section 2(c)(ii) hereof (and with respect to which Shares have not been distributed previously) shall be distributed to Participant.

5.		Securities Law Compliance
		The delivery of all or any of the Shares in accordance with this Award shall be effective only 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.
6.		Rights as Shareholder; Dividend Equivalents
		Prior to the Restricted Stock Units vesting and Participant receiving Shares underlying the Restricted Stock Units pursuant to Section 4 above, Participant shall not have ownership or rights of ownership of any Shares underlying the Restricted Stock Units awarded hereunder. Notwithstanding the foregoing, participant shall be entitled to receive dividend equivalents on the Restricted Stock Units awarded, whether vested or unvested, when and if dividends are declared by the Board on the Common Stock, in an amount of cash per share equal to and on the same payment dates as dividends paid to

		other common stockholders of the Company. Dividend equivalents paid before delivery of the Shares underlying the Restricted Stock Units will be treated as compensation income for tax purposes and will be subject to income and payroll tax withholding by the Company.
7.		Distributions and Adjustments
		In accordance with Section 4(c) of the Plan, the Award shall be subject to adjustment in the event that any distribution, recapitalization, reorganization, merger or other event covered by Section 4(c) of the Plan shall occur.
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 Shares, or lapse of restrictions relating to the Restricted Stock Units, by check payable to the Company. In addition, Participant may, at Participant’s election, satisfy any such obligations that arise at the time of delivery of Shares 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)		Participant acknowledges that the grant, vesting or any payment with respect to this Award, and the sale or other taxable disposition of the Shares issued with respect to the Restricted Stock Units hereunder may have tax consequences pursuant to the Code or under local, state or international tax laws. Participant acknowledges that Participant is relying solely and exclusively on Participant’s own professional tax and investment advisors with respect to any and all such matters (and is not relying, in any manner, on the Company or any of its employees or representatives). Participant understands and agrees that any and all tax consequences resulting from the Award and its grant, vesting or any payment with respect thereto, and the sale or other taxable disposition of the Shares acquired pursuant to the Award, is solely and exclusively the responsibility of Participant without any expectation or understanding that the Company or any of its employees or representatives will pay or reimburse Participant for such taxes or other items.

(d)

It is intended that the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder and the provisions of this Agreement shall be construed and administered accordingly.

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

Form of Restricted Stock Unit Award Agreement for MC members

Exhibit 10.11 (a)

NOTE: Restricted stock unit awards made to non-employee directors (“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 stock award will have the terms and conditions set forth in the form of Restricted Stock Unit Award Agreement below. As a condition to each restricted stock unit award, Participant accepts the terms and conditions of the Award Summary and the Restricted Stock Unit Award Agreement.

U.S. BANCORP
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR DIRECTORS

THIS AGREEMENT sets forth the terms and conditions of a restricted stock unit award representing the right to receive shares 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 an award (the “Award”) of the number of restricted stock units (the “Restricted Stock Units”) set forth in Participant’s Award Summary. Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the vesting requirements and distribution provisions of this Agreement. The shares of Common Stock distributable hereunder to Participant are referred to as the “Shares,” and the “Award Date” means the date of grant of the Award as set forth in Participant’s Award Summary.
2.		Vesting and Forfeiture .

	(a)		Except as otherwise expressly provided in this Agreement, the Restricted Stock Units shall be fully vested as of the Award Date.
	(b)		If Participant is removed as a director by the Company’s shareholders for cause, all Restricted Stock Units shall be forfeited as of the date of such removal. Upon forfeiture, Participant shall have no rights relating to the Restricted Stock Units (including, without limitation, any rights to receive a distribution of Shares with respect to the Restricted Stock Units or to receive additional Restricted Stock Units pursuant to Section 5).

3.

Distribution of Shares .

(a)

All Shares issuable pursuant to Restricted Stock Units that have vested in accordance with Section 2(a) or Section 5 and that have not been forfeited in accordance with Section 2(b) shall be distributed to Participant (or, in the event of Participant’s death, to the representatives of Participant or to any Person to whom the Shares have been transferred by will or the applicable laws of descent and distribution) after the date on which Participant experiences a Separation

			from Service. Separation from Service means the first date on which Participant (i) has ceased to serve on the Board of the Company, and (ii) is not providing services as an independent contractor to the Company or to any other entity with which the Company would be considered to be a single employer under Section 414(b) and/or 414(c) of the Internal Revenue Code and the Company does not reasonably anticipate that Participant will provide such services in the future. The date of Participant’s Separation from Service is the “Distribution Date”. As soon as administratively feasible but in no event later than ninety (90) days following the Distribution Date, the Company shall deliver to Participant one Share for each such vested Restricted Stock Unit. Notwithstanding the foregoing, if Participant is a Specified Employee at the time of Participant’s Separation from Service, Shares will not be distributed to Participant until the date that is six months and one day after the date of the Separation from Service. Specified Employee is defined as a Participant who is a specified employee for purposes of section 1.409A-1(i) of the U.S. Treasury Regulations and determined pursuant to the rules and procedures set forth in the separate document entitled “U.S. Bank Specified Employee Determination.”
	(b)		Notwithstanding the provisions in Section 3(a), if there is a Change of Control (as defined below), the Shares will be distributed to the Participant as soon as administratively feasible after the date of such Change of Control, but in no event later than 90 days after the Change in Control. For purposes of this Agreement, “Change in Control” shall mean the occurrence of a “change in the ownership” of the Company, a “change in the effective control” of the Company, and/or a “change in the ownership of a substantial portion of the assets” of the Company, each as defined under Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.
	(c)		Participant shall have no right, title or interest in, or, except as provided in Section 5, no right to receive distributions in respect of, or otherwise be considered the owner of, any of the Shares, unless and until the Shares have been distributed pursuant to Section 3(a) or (b).

4.		Restriction on Transfer .
		During the lifetime of Participant, the Restricted Stock Units may not be sold, assigned, pledged, alienated, attached or otherwise transferred or encumbered, and any purported transfer shall be void and unenforceable against the Company. No attempt to transfer the Restricted Stock Units, whether voluntary or involuntary, by operation of law or otherwise (except by will or laws of descent and distribution), shall vest the purported transferee with any interest or right in or with respect to the Restricted Stock Units or the Shares.
5.		Dividend Equivalents .
		To the extent that the Company declares cash dividends on shares of Common Stock after the Award Date and prior to the Distribution Date, Participant shall be entitled to receive additional Restricted Stock Units on each dividend payment date (the “Dividend Payment Date”) (including any dividend declared prior to the Distribution Date and payable after such date, which, for purposes of this Section 5, shall be deemed paid on the Distribution Date) having a Fair Market Value (as defined in the Plan) on the Dividend Payment Date equal to the amount of cash dividends payable with respect to the number of shares of Common Stock represented by the Restricted Stock Units. Such additional Restricted Stock Units shall be vested as of the Dividend Payment Date and Shares with respect to such Units will be distributed pursuant to Section 3(a) or (b) as applicable.

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, (i) delay the delivery of the Shares if it reasonably anticipates that the delivery of Shares will violate state or federal securities or other applicable laws, provided that the Shares will be delivered promptly following that date that is the earliest date on which the Company reasonably anticipates that the delivery of Shares will not cause such violation; or (ii) 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 Common Stock is traded.
7.		Distributions and Adjustments .

	(a)		Subject to the foregoing provisions of this Award Agreement, 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, the committee of the Board of Directors administering the Plan 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 of stock represented by the Restricted Stock Units) that Participant would have received; provided , however , that the number of shares of stock covered by this Award shall always be a whole number.
	(b)		Any additional shares of Common Stock, any other securities of the Company and any other property distributed with respect to shares of Common Stock represented by the Restricted Stock Units prior to the Distribution Date shall be subject to the same restrictions, terms and conditions as the Restricted Stock Units. Any cash dividends payable with respect to the Common Stock represented by the Restricted Stock Units shall be vested in accordance with Section 5 hereof.

8.

Miscellaneous .

	(a)		The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.
	(b)		The Award is issued under the Plan and is subject to its terms. The Plan is available for inspection during business hours at the principal offices 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.

(c)

It is intended that the Plan and this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder and the provisions of this Agreement shall be construed and administered accordingly.

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

Form of Restricted Stock Unit Award Agreement for directors