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): July 18, 2006

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 July 18, 2006, the Board of Directors of U.S. Bancorp (the "Company") announced the retirement of Jerry A. Grundhofer as the Company’s Chief Executive Officer effective following the Company’s Board meeting on December 12, 2006. Mr. Grundhofer will remain as Chairman of the Board of Directors until December 31, 2007. Mr. Grundhofer will receive the following compensation for his continued service as the Company’s Chairman of the Board in 2007: (i) a $500,000 cash retainer, (ii) restricted stock unit and option grants consistent with those granted to the Company’s other non-employee directors, (iii) the services of a company-provided administrative assistant and (iv) continued business travel usage of the Company’s corporate aircraft. Unlike the Company’s other non-employee directors, Mr. Grundhofer will not have the ability to convert his cash retainer into options to purchase Company common stock.

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

On July 18, 2006, the Company’s Board of Directors announced that Richard K. Davis, the Company’s President and Chief Operating Officer, will succeed Jerry A. Grundhofer as the Company’s Chief Executive Officer effective following the Company’s Board of Directors meeting on December 12, 2006.

On July 18, 2006 the Board of Directors also appointed Richard K. Davis to the Board of Directors, effective immediately. The Board of Directors increased the size of the Board to thirteen directors, with Class II being increased from three directors to four directors, and appointed Mr. Davis as a Class II director. Mr. Davis will serve as a member of the Credit and Finance Committee of the Board of Directors effective immediately, and will join the Executive Committee of the Board of Directors following the Board of Directors meeting on December 12, 2006.

A copy of the press release issued by the Company on July 18, 2006, announcing Mr. Grundhofer’s retirement, the appointment of Mr. Davis as his successor, and Mr. Davis’ appointment to the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K and is 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
July 20, 2006	By:	Lee R. Mitau
		Name: Lee R. Mitau
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated July 18, 2006

EX-99.1

News Release

CONTACT: Steve Dale (Media)
(612) 303-0784
Judith Murphy (Analysts)
(612) 303-0783

U.S. BANCORP ANNOUNCES DAVIS TO SUCCEED GRUNDHOFER AS CEO
IN DECEMBER 2006; GRUNDHOFER TO REMAIN CHAIRMAN
UNTIL DECEMBER 2007

MINNEAPOLIS (July 18, 2006) — Implementing an established succession plan, the board of directors of U.S. Bancorp (NYSE: USB) announced today that Richard K. Davis will succeed Jerry A. Grundhofer as president and chief executive officer effective following the U.S. Bancorp board meeting on December 12, 2006. Grundhofer will remain as chairman of the board until December 31, 2007. Davis was elected to the board of directors of U.S. Bancorp effective immediately.

Davis, 48, has been president and chief operating officer of U.S. Bancorp since October 2004. Grundhofer, 61, has been chief executive officer since 1993 and chairman of the board since 2002. Davis was vice chairman responsible for consumer and commercial banking from 2003 to 2004, and vice chairman or executive vice president of consumer banking from 1993 to 2003.

“U.S. Bancorp has been privileged to have Jerry lead the company as chief executive officer. Starting at Star Bank in 1993, with a market capitalization of approximately $1 billion dollars, to U.S. Bancorp today, with a market capitalization of $55 billion dollars, Jerry’s strategic vision and ability to execute have led us to the forefront of the banking industry,” said Jerry W. Levin, chairman of the governance committee of the U.S. Bancorp board of directors.

“Obviously, I’m proud of U.S. Bancorp and its employees, and all that we have accomplished here,” said Grundhofer. “Several years ago, I discussed with the board my desire to retire at age 62 after 40 years in banking. As part of that discussion, we put in place a succession plan that is now being successfully implemented. I’m delighted that Richard Davis is being promoted to CEO, and I am confident he will do an outstanding job. He has been and continues to be instrumental to the success of our company.”

Grundhofer and Davis have worked closely since 1993, when Grundhofer was named CEO of U.S. Bancorp (then known as Star Banc Corporation). One of his first acts was to recruit Davis to lead consumer banking. Grundhofer and Davis previously worked together at Security Pacific and Bank of America.

“Jerry has done a terrific job in building U.S. Bancorp to its current position as the sixth largest bank in the United States, with a powerful 24-state branch system, strong national businesses, and international payments capacities. I appreciate his leadership and mentoring and look forward to building on the very strong foundation he has established,” said Davis.

Davis has more than 28 years of experience in the banking industry and was a key leader in the successful mergers of Firstar Corporation with the U.S. Bancorp in 2001, Firstar with Mercantile Bancorporation in 1999, and Star Banc Corporation with Firstar in 1998. Davis joined the company in November 1993. Before that he was executive vice president of Bank of America and Security Pacific. He holds a bachelor’s degree in economics from California State University. He serves on the boards of Xcel Energy, Inc., the American Bankers Association, Minnesota Orchestra, the National Underground Railroad Freedom Center, Guthrie Theatre, Minneapolis YMCA, Visa U.S.A. and Visa International.

U.S. Bancorp, with assets of $213 billion, is the sixth-largest financial holding company in the United States. The company operates 2,434 banking offices and 4,966 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp on the web at www.usbank.com.

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