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): March 14, 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))

Item 1.01. Entry into a Material Definitive Agreement.

On March 14, 2005, Richard C. Hartnack accepted U.S. Bancorp’s offer of employment as the new head of its consumer banking division. The material terms of his employment are summarized on Exhibit 10.1 and incorporated herein by reference.

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
March 21, 2005	By:	Laura F. Bednarski
		Name: Laura F. Bednarski
		Title: Vice President, Associate General Counsel and Assistant Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Material Terms of Richard C. Hartnack's Employment

EX-10.1

Summary of Material Terms of Mr. Richard C. Hartnack’s Employment with U.S. Bancorp:

• Base salary—$510,000;

• Target 2005 cash bonus under U.S. Bancorp’s Executive Incentive Plan—140% of base salary ($714,000);

• Long-term incentive award under U.S. Bancorp’s 2001 Stock Incentive Plan—Stock options to acquire U.S. Bancorp common stock with a $2,000,000 value (based on the Black-Scholes value on the date of grant) to be granted on first day of employment, with an exercise price equal to the fair market value on the date of grant and vesting in four equal installments on each anniversary of the date of grant;

• Initial one-time grant of shares of U.S. Bancorp common stock under U.S. Bancorp’s 2001 Stock Incentive Plan*—U.S. Bancorp common stock with a $2,000,000 value (based on the fair market value on the date of grant) to be granted on June 15, 2005;

• Supplemental retirement benefit—$500,000** annually for life, beginning at age 65;

• Change in Control Agreement—U.S. Bancorp standard terms for executive officers; and

• Other benefits— Eligible for other employee benefit programs and fringe benefits on the same basis as similarly situated executive officers.

*Intended in part to replace lost opportunity in long-term incentive at prior employer. After-tax value must be repaid if Mr. Hartnack voluntarily terminates his employment with U.S. Bancorp during the six years immediately following his hire date.

**This amount is reduced by amounts payable from the qualified and non-qualified retirement plans of his prior employers and further subject to reduction for early commencement due to specified circumstances. Based on the information provided to U.S. Bancorp, the aggregate of the accrued and vested benefit entitlements of Mr. Hartnack under the applicable plans of his prior employers is currently estimated to be $400,000.