March 26, 2004

Investor
Address
Address
Address

Dear __________________:

         I want to bring to your attention a matter of serious concern to our
company. We have received a shareholder proposal (Proposal 4 in our proxy
statement) that would require U.S. Bancorp to seek shareholder approval prior to
offering any retirement benefits to senior executives under a supplemental
executive retirement plan that are greater than those provided under a qualified
pension plan.

         If we were subject to this requirement, it could seriously damage our
ability to attract and retain the senior management talent necessary to drive
our company forward and create value for our shareholders and would put us at a
severe competitive disadvantage.

         I urge you to cast your vote against this proposal when you submit your
proxy for our 2004 annual meeting. Please feel free to call Mac McCullough,
Director of Investor Relations, or me, at 612-303-0786 if you have any questions
or would like to discuss this matter further.

                                   Sincerely,



                                   Jerry A. Grundhofer