8-K

 

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 20, 2004

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))

Item 1.01. Entry into a Material Definitive Agreement.

(a) On December 20, 2004, the Compensation Committee of the Board of Directors of U.S. Bancorp (the "Company") approved and adopted the "Fourth 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 Pamela A. Joseph, Chairman, President and Chief Executive Officer of NOVA Information Systems, Inc., a wholly-owned subsidiary of the Company, who was recently appointed a Vice Chairman of the Company.

(b) On October 20, 2004, the Board of Directors of the Company approved the compensation for the Company’s non-employee directors described in Exhibit 10.2 hereto. This compensation structure will become effective as of January 1, 2005.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 20, 2004, Linda L. Ahlers, a member of the Company’s Board of Directors, gave notice of her intent not to stand for re-election to the Board of Directors upon the expiration of her term at the 2005 annual meeting of shareholders.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 10.1 Amendment No. 4 to U.S. Bancorp Non-Qualified Executive Retirement Plan.

Exhibit 10.2 Information Regarding the 2005 Compensation of the Non-Employee Members of the Board of Directors of U.S. Bancorp.

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
December 23, 2004	By:	Lee R. Mitau
		Name: Lee R. Mitau
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Amendment No. 4 to U.S. Bancorp Non-Qualified Executive Retirement Plan.
10.2	Information Regarding the 2005 Compensation of the Non-Employee Members of the Board of Directors of U.S. Bancorp.

EX-10.1

FOURTH 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-14. Effective December 20, 2004, the Plan Statement shall be amended by the addition of the attached Appendix B-14.

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

APPENDIX B-14

SUPPLEMENTAL BENEFITS

This Appendix B-14 summarizes the supplemental benefits payable to the named Participant under the Plan.

Participant: Pamela Joseph

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-14): the Participant’s benefit under the Qualified Plan and the Participant’s Excess Benefit under this Plan.

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

Vesting Service Start Date: From December 20, 2004

Vesting: 100% vested at December 20, 2014 if continuously employed by U.S. Bancorp from the Vesting Service Start Date through December 20, 2014

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

2005 NON-EMPLOYEE DIRECTOR COMPENSATION

The following is the 2005 compensation structure for the non-employee members of the U.S. Bancorp Board of Directors as approved on October 20, 2004:

Annual cash retainer—$70,000

Cash retainer for Audit Committee Chairman—$15,000

Cash retainer for Chairman of the Community Outreach and Fair Lending Committee, Compensation Committee, Governance Committee and Credit and Finance Committee—$10,000

Cash retainer for Audit Committee members—$5,000

Number of shares subject to annual grant of Restricted Stock Units—A number of shares equal to the quotient of (i) $53,000 divided by (ii) the fair market value of a share of U.S. Bancorp common stock on the grant date

Number of shares subject to annual grant of Stock Options^*— A number of shares equal to the quotient of (i) $53,000 divided by (ii) the Black-Scholes value of a U.S. Bancorp stock option on the grant date

Directors may elect to convert up to 100% of their cash compensation earned during 2005 into additional U.S. Bancorp stock options. The number of shares subject to options issued upon any such conversion is equal to the quotient of (i) 150% of the converted cash compensation divided by (ii) the Black-Scholes value of a U.S. Bancorp stock option on the grant date.

   
^* The exercise price of each of the stock options will equal the fair market value of a share of U.S. Bancorp common stock at the date of grant.