SEVENTH AMENDMENT OF U.S. BANCORP NON-QUALIFIED RETIREMENT PLAN

Exhibit 10.1(g)

SEVENTH AMENDMENT
OF
U.S. BANCORP NON-QUALIFIED RETIREMENT PLAN

     The U.S. Bancorp Non-Qualified Retirement Plan (the “Plan”) is amended in the following respects:

1. PARTICIPANTS. Effective December 1, 2005, as permitted under Notice 2005-1, Q&A 20, the Participants listed on Schedule I attached to this amendment shall have their benefits under the Plan, as identified on such Schedule I, terminated and shall be paid an actuarial equivalent amount (determined as provided in item 2) in a single lump sum on or before December 31, 2005, such that the lump sum amount will be included in the participants’ income in 2005. In general, the Participants included on this schedule are Participants:

(i) who terminated employment with the Company, its affiliates, or predecessors before December 1, 2005,

(ii) who are not in active employment with the Company, its affiliat