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                                  U.S. BANCORP
                         SHAREHOLDER PROPOSAL REGARDING
                                  SERP BENEFITS
                                   MARCH 2004



                                                               [US Bancorp Logo]


USB has received a shareholder proposal that would require us to seek
shareholder approval prior to granting any retirement benefits to senior
executives under a supplemental executive retirement plan ("SERP") that are
greater than those provided under a qualified pension plan.


USB OPPOSES THIS PROPOSAL BECAUSE IT WOULD PUT US AT A SIGNIFICANT COMPETITIVE
DISADVANTAGE IN RECRUITING AND RETAINING SENIOR EXECUTIVE TALENT.

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USB'S RETIREMENT BENEFITS ARE NEITHER UNUSUAL NOR EXCESSIVE.

USB offers pension benefits consisting of:
  >>       a basic broad-based qualified pension plan
  >>       "restoration benefits" for participants whose qualified pension
           benefits are limited by IRS rules for compensation over $205,000
  >>       additional benefits under a SERP for its most senior executive
           officers

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ADOPTING THIS PROPOSAL WOULD PUT USB AT A GREAT COMPETITIVE DISADVANTAGE IN THE
MARKET FOR MANAGEMENT TALENT.

  >>       Our supplemental executive retirement plan is generally consistent
           with those offered by peer banks and other talent competitors
           -    93% of our peer banks with defined benefit pension plans have
                restoration benefits (which the proposal seeks to make subject
                to shareholder approval)
           -    Over half of our peer banks provide SERP benefits exceeding
                restoration benefits for various levels of senior management
  >>       To our knowledge, none of our competitors are subject to a
           requirement to seek shareholder approval of such benefits.
  >>       Requiring shareholder approval of benefits to be granted under the
           terms of a plan that is consistent with the market is not in the
           interests of our shareholders.

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USB'S COMPENSATION OF SENIOR EXECUTIVES IS CLEARLY REASONABLE OVERALL.

  >>       USB's senior executive compensation is set by an independent
           compensation committee that is advised by a nationally recognized
           independent compensation consulting firm, and is designed to be
           competitive with a peer group of diversified financial services
           companies.
  >>       Glass-Lewis & Co., an independent proxy advisory firm (a competitor
           of ISS), found USB's compensation of senior executives to be less
           than its competitors, even though USB's performance was superior.
  >>       Glass-Lewis accordingly recommended a shareholder vote against this
           proposal.

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