UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   October 17, 2005

U.S. Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-6880 41-0255900
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
800 Nicollet Mall, Minneapolis, Minnesota   55402
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   651-466-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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


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Item 1.01 Entry into a Material Definitive Agreement.

On October 17, 2005, the Compensation Committee of the Board of Directors of U.S. Bancorp (the "Company") approved and adopted the "Sixth Amendment of U.S. Bancorp Non-Qualified Retirement Plan." This amendment provides supplemental retirement benefits payable under the U.S. Bancorp Non-Qualified Retirement Plan to Joseph M. Otting, a Vice Chairman of the Company.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 10.1 Amendment No. 6 to U.S. Bancorp Non-Qualified Executive Retirement Plan.







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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    U.S. Bancorp
          
October 20, 2005   By:   Lee R. Mitau
       
        Name: Lee R. Mitau
        Title: Executive Vice President, General Counsel and Corporate Secretary


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Exhibit Index


     
Exhibit No.   Description

 
10.1
  Amendment No. 6 to U.S. Bancorp Non-Qualified Executive Retirement Plan.

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

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

1. Appendix B-16. Effective October 17, 2005, the Plan Statement shall be amended by the addition of the attached Appendix B-16.

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

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APPENDIX B-16

SUPPLEMENTAL BENEFITS

This Appendix B-16 summarizes the additional supplemental benefits payable to the named Participant under the Plan.

Participant: Joseph M. Otting

Formula: Fifty-five percent (55%) of the Participant’s Final Average Monthly Earnings (as defined in Section 2.17 of the Plan) reduced by all of the following (each of which shall be considered an “offsetting benefit” for purposes of this Appendix B-16): the Participant’s benefit under the Qualified Plan, the Participant’s Excess Benefit under this Plan, the Participant’s benefits under Appendix B-10 and Participant’s pension benefits under the qualified and non-qualified pension plans of Union Bank of California.

Normal Form of Payment: Life annuity with ten (10) years certain

Vesting Service Start Date: From April 18, 2005

Vesting: 100% vested at April 18, 2015 if continuously employed by U.S. Bancorp from the Vesting Service Start Date through April 18, 2015

Unreduced Retirement Age: 62

Early Retirement Reduction: 1/180 per month prior to age 62, plus 1/360 per month prior to age 60

Earliest Payout Date: Age 55 and 100% vested

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