DEFA14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

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U.S. BANCORP

(Name of Registrant as Specified In Its Charter)

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EXHIBIT INDEX

Each of the exhibits hereto may be deemed “soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended (the “Act”), and the regulations of the Securities and Exchange Commission issued thereunder. Some of the statements in the exhibits constitute forward-looking statements within the meaning of Section 21E of the Act. Actual results may differ materially from the results implied by these forward-looking statements depending on a variety of factors including those identified in our filings with the Securities and Exchange Commission. We undertake no responsibility to update those statements.

EXHIBIT
99.1	Form of letter sent to certain stockholders of the registrant beginning March 22, 2006.
99.2	Presentation materials provided to certain stockholders of the registrant beginning March 22, 2006.

EX-99.1

Jerry A. Grundhofer
Chairman and CEO

800 Nicollet Mall, 23^rd Floor
Minneapolis, MN 55402

March __, 2006

[Name and Address]

Dear [Name]:

     I want to bring to your attention a matter of serious concern to our company. We have received a shareholder proposal that, if adopted, could put U.S. Bancorp at a serious competitive disadvantage and erode the value of your investment.

     This proposal (Proposal 5 in our proxy statement) would require U.S. Bancorp to annually seek shareholder approval of the Compensation Committee report contained in our proxy statement. We are an inappropriate target for this type of proposal, given that we pay for performance. We rank number one among our peer banks in total shareholder return and dividend growth over the last ten years.

     You know that we have always managed this company for the benefit of our shareholders, and our results show that commitment. Please, take a moment to review the attached presentation before casting your vote.

     I urge you to vote against this proposal when you submit your proxy for our 2006 annual meeting. Please feel free to call Judy Murphy, Director of Investor Relations; David Moffett, Chief Financial Officer; or me, at 612-303-0783 if you have any questions or would like to discuss this matter further.

Sincerely,
 

 

Jerry A. Grundhofer 

EX-99.2

U.S. BANCORP Shareholder Proposal Regarding Shareholder Approval of Compensation Committee Report Proposal #5 March 2006

The Proposal USB has received a shareholder proposal that would require annual shareholder approval of the Compensation Committee report contained in our proxy statement. Although the results of the shareholder vote would not be binding, this requirement could have a negative impact on the corporation and on the value of your investment in USB stock.

The Proposal is a Bad Idea Because.... they're after the wrong company - USB is a top performer adoption could hurt USB's competitive position - competitors for talent will not have adopted it we should give the SEC's recently proposed executive compensation disclosure reforms a chance - they would apply equally to all issuers

They're After the Wrong Company Some companies pay their executives well despite company underperformance. USB is not one of those companies - our performance has been industry-leading. The following slides illustrate this. Our Compensation Committee pays our executives for performance - let the activist shareholders implement their plan at underperformers, but do not let them undermine your investment in a well-managed company.

2.18% 22.6% 43.3% 39.0% 2.36% 40.9% 1.27% 15.1% 60.4% 23.6% 1.33% 59.0% Peer Median (1) USB (1) 1 1 1 1 1 1 USB Rank (1) Return on Assets Return on Equity Efficiency Ratio (2) Tangible Return on Equity (3) Tangible Return on Assets (3) Tangible Efficiency Ratio (2)(3) (1) Results from continuing operations. Peer banks include Bank of America, Wachovia, Wells Fargo, U.S. Bancorp, SunTrust, National City, BB&T, Fifth Third, KeyCorp, Regions and Comerica. (2) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding securities gains (losses), net. (3) Tangible ratios exclude the impact of intangible amortization expense. 4Q 2005 Performance Metrics

Total Shareholder Return 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 U.S. Bancorp 100 158.3 301.7 496 344.4 389.9 363.2 382.1 555.3 613.6 610.8 S&P 500 Commercial Bank Index 100 140.9 204.6 217 187 222.7 222.7 220.5 288.3 331.5 336.6 S&P 500 Index 100 123 164 210.9 255.2 232 204.4 159.2 204.9 227.2 238.3 $611 A $100 investment in U.S. Bancorp in 1995 was worth $611 at year-end 2005 $337 Source: FactSet, 12/31/95 = 100 Peer Banks include Bank of America, Wachovia, Wells Fargo, Washington Mutual, U.S. Bancorp, SunTrust, National City, BB&T, Fifth Third, KeyCorp, PNC, Regions and Comerica Peer Bank Rank = #1 $238

Total Shareholder Return Average TSR 3 - year 5 - year 10 - year USB Rank (1) 2 4 1 According to a recent Wall Street Journal article (Feb. 27, 2006), USB exceeds most of its peers in 3, 5 and 10 year TSR. (1) Peer banks include Bank of America, Wachovia, Wells Fargo, Washington Mutual, U.S. Bancorp, SunTrust, National City, BB&T, Fifth Third, KeyCorp, PNC, Regions and Comerica.

U.S. Bancorp Dividends Per Share 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 USB 0.18 0.21 0.27 0.33 0.46 0.65 0.75 0.78 0.85 1.02 1.23 Source: FactSet Peer Banks include Bank of America, Wachovia, Wells Fargo, Washington Mutual, U.S. Bancorp, SunTrust, National City, BB&T, Fifth Third, KeyCorp, PNC, Regions and Comerica Peer Bank Rank = #1 CAGR = 21.2%

Earnings Distributed to Shareholders 2003 2004 2005 Dividends 1645 1917 2246 Share Repurchase 417 2656 1807 90% 4,053 55% 2,062 110% 4,573 $ in millions, % of Net Income The Company announced in late 2003 that it would return 80 percent of earnings to shareholders in the form of dividends and share buybacks. Since that commitment, we have returned 98% of our earnings to shareholders.

Competitive Disadvantage As a result of negative publicity following a negative vote by shareholders on our Compensation Committee report, the Compensation Committee will be subject to pressure by investors (not uniformly applied to its competitors) to reduce executive compensation below competitive levels. This could lead to loss of executive talent, which would erode the long-term value of your investment.

The SEC's Recent Proposals Instead, let's wait for reform to come on an "even playing field" -- the SEC has already proposed new rules that would entirely revise executive compensation disclosure in the proxy, starting next year. The new SEC rules would replace the current Compensation Committee report with a different report and new disclosures that are meant to increase transparency and comparability between companies. This reform should be given a chance to work before individual companies are singled out to receive investor pressure.