U.S. BANCORP OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

     (1) The term “Affiliate” shall mean any corporation, limited liability company, partnership or other entity designated by the Board or Committee as an affiliate of the Company and automatically shall include any “Affiliate,” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

     (2) The term “Affiliated Group” shall mean the Company and each of its Affiliates that is described in Appendix A and has adopted this Plan. For purposes of paragraphs (23) and (26) below, “Affiliated Group” shall mean the Company and each of its Affiliates.

     (3) The term “Beneficiary” shall mean such person or legal entity as may be designated by a Participant in accordance with Article VI or otherwise entitled under Section 6.1 to receive benefits hereunder upon the death of such Participant.

     (4) The term “Board” and “Board of Directors” shall mean the Board of Directors of the Company.

     (5) The term “Change in Control” shall mean any of the following occurring after the Effective Date:

(a)   

The acquisition by any Person (as defined in Section 1.1(5)(e)(2)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (1) the then outstanding shares of Common Stock (as defined in Section 1.1(5)(e)(1)) (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by a subsidiary of the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or a subsidiary of the Company (a “Company Entity”) or (iv) any acquisition by any corporation pursuant to a transaction that complies with clause (i), (ii) or (iii) of this clause (a); or

(b)

Individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors (except as a result of the death, retirement or disability of one or more members of the Incumbent Board); provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, (1) any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board, (2) any director designated by or on behalf of a Person who has entered into an agreement with the Company (or which is contemplating entering into an agreement) to effect a Business Combination (as defined in Section 1.1(5)(c) with one or more entities that are not Company Entities or (3) any director who serves in connection with the act of the Board of Directors of increasing the number of directors and filling vacancies in connection with, or in contemplation of, any such Business Combination; or

(c)

Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any Company Entity or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the

board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(d)   

Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(e)   

For purposes of this Section 1.1(5), the following definitions shall apply:

(1)   

“Common Stock” shall mean the common stock of the Company.

(2)   

“Person” shall be defined as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

     (6) The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

     (7) The term “Committee” shall mean the Compensation Committee of the Board or any other Committee of the Board designated by the Board to administer the Plan.

     (8) The term “Company” shall mean U.S. Bancorp or any successor thereto.

     (9) The term “Deferrals” shall mean (i) that portion of the Participant’s Director’s Compensation that the Participant voluntarily and irrevocably elects to defer pursuant to Section 3.1 of the Plan in accordance with a Deferred Compensation Agreement and (ii) any Option Credits.

     (10) The term “Deferred Compensation Account” shall mean the recordkeeping account established by the Company for each Participant to which his Deferrals are credited and from which distributions to the Participant or to his Beneficiary are made.

     (11) The term “Deferred Compensation Account Balance” or “Account Balance” shall mean, with respect to a Participant, the total amount credited to that Participant’s Deferred Compensation Account. The “Account Balance” shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of amounts to be paid to a Participant, or such Participant’s Beneficiary, under this Plan.

     (12) The term “Deferred Compensation Agreement” shall mean a document (or documents) as provided from time to time by the Company or the Committee pursuant to which a Director voluntarily enrolls as a Participant under the Plan and (i) irrevocably elects to defer all or a portion of his Director’s Compensation and/or (ii) elects to surrender a stock option in exchange for an Option Credit, both pursuant to

Section 3.1 of the Plan. In the case of a Prior Plan Participant (as defined in Section 2.1), “Deferred Compensation Agreement” shall mean a document (or documents) as provided from time to time from the Company or Committee pursuant to which such Participant elects to transfer his accrued benefit under each of the Prior Plans to this Plan and to look solely to this Plan in satisfaction of the Company’s obligation under this Plan and any Prior Plan.

     (13) The term “Director” shall mean a member of the Board who is not an Employee.

     (14) The term “Director’s Compensation,” with respect to a Participant for any period, shall mean the director fees that would have been received by the Participant from the Affiliated Group during that period for services rendered as a Director but for any deferral election under this Plan.

     (15) The term “Disability” shall mean a period of permanent disability during which the Participant would have qualified for permanent disability benefits under the Company’s long-term disability plan had the Participant been a participant in such a plan, as determined by the Committee in its sole discretion.

     (16) The term “Effective Date” shall mean January 1, 2004.

     (17) The term “Employee” shall mean a person who is treated by the Affiliated Group as a common law employee of the Affiliated Group.

     (18) The term “Financial Hardship ,” with respect to a Participant, shall mean a severe financial hardship and unexpected need for cash resulting from a sudden and unexpected illness or accident of that Participant, or of a dependent (within the meaning of Code Section 152(a)) of such Participant, loss of such Participant’s property due to casualty, or such other similar extraordinary and unforeseeable circumstances or emergencies arising as a result of events beyond the control of such Participant, all as determined in the sole discretion of the Committee.

     (19) The term “Option Credit” shall mean an amount equal to the aggregate value of Shares arising out of a surrender of a stock option that is credited to a Participant’s Deferred Compensation Account pursuant to the provisions of Section 3.1 hereof or the provisions of a Stock Incentive Plan.

     (20) The term “Participant” shall mean a Director (i) who has elected to participate in the Plan and to defer all or a portion of such Participant’s Director’s Compensation and/or to receive Option Credits pursuant to an executed Deferred Compensation Agreement, and (ii) whose participation in the Plan has not been terminated.

     (21) The term “Plan” shall mean the U.S. Bancorp Outside Directors Deferred Compensation Plan.

     (22) The term “Plan Year” shall mean a calendar year beginning each January 1 and ending each December 31.

     (23) The term “Retirement,” “Retire(s)” or “Retired” shall mean termination of performing Director services with the Affiliated Group on or after attainment of age 65 for any reason other than death or Disability.

     (24) The term “Shares” shall mean shares of common stock of the Company.

     (25) The term “Stock Incentive Plan” shall mean a stock incentive compensation plan maintained by the Company and in which the Participant is a participant.

     (26) The term “Termination of Services” shall mean the termination of services with the Affiliated Group as a Director, voluntarily or involuntarily, for any reason other than Retirement or death.