TENTH AMENDMENT OF U.S. BANK NON-QUALIFIED RETIREMENT PLAN

Exhibit 10.1(j) TENTH AMENDMENT
OF
U.S. BANK NON-QUALIFIED RETIREMENT PLAN      The U.S. Bank Non-Qualified Retirement Plan (the "Plan") is amended in the following respects: 1. SECTION 409A. Effective January 1, 2009, a new Section 1.7 shall be added to the Plan that reads as follows: 1.7. Section 409A . The Tenth Amendment amended the Plan for section 409A of the Code. For certain Participants whose benefit was earned and vested as of December 31, 2004, the intent is that the benefit of these Participants be grandfathered, including:

With respect to Participants in Appendices B-1, B-2, B-3, B-4, B-5, B-6, and Appendix B-11, any benefit earned and vested as of December 31, 2004 is intended to be grandfathered. Unless an amendment specifically states that the amendment applies to the benefits and rights of Grandfathered Participants described in this Section 1.7 (and more fully described in Sections 2.20 and  2.21), the amendment shall not apply to the Grandfathered Amounts for Grandfathered Participants. 2. BENEFITS ADMINISTRATION COMMITTEE (BAC). Effective January 1, 2009, a new Section 2.3 of the Plan shall be added (with the current Section 2.3 renumbered and subsequent sections and cross references renumbered as appropriate) that reads as follows: 2.3. Benefits Administration Committee and BAC — the Benefits Administration Committee of the Company (and its successor or, if no such committee exists, the Executive Vice President, Human Resources of the Company).

3. COMPANY. Effective January 1, 2009, Section 2.5A of the Plan shall be renumbered as Section 2.7 (with the prior Section 2.7 and subsequent sections and cross references renumbered as appropriate). 4. DISABILITY OR DISABLED. Effective for payments to Participants based on a determination a Participant is Disabled on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants – a determination of disability for payment to such Participants shall be governed under the provision in place prior to this amendment), Section 2.10 (formerly Section 2.8) of the Plan shall be amended to read as follows: 2.10. Disability or Disabled — a Participant will be considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer. 5. DISABILITY COMMENCEMENT DATE. Effective for payments to Participants based on a determination a Participant is Disabled on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants – determination of the Disability Commencement Date for payment of such amounts to such Participants shall be governed under the provision in place prior to this amendment), Section 2.12 (formerly Section 2.10) of the Plan shall be amended to read as follows: 2.12 Disability Commencement Date — the first day of the month following the date the BAC determines a Participant is Disabled. 6. DOMESTIC PARTNER. Effective for payments to Participants that commence on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 2.14 shall be added to the Plan (with the prior Section 2.14 and subsequent sections and cross references renumbered as appropriate) that reads as follows: 2.14 Domestic Partner — a person who has an ongoing and committed spouse-like relationship with a Participant, but only if the Participant certifies in writing to the Company prior to the Participant’s death that the Participant has a Domestic Partner. The Company may establish a form or rules for such certifications. Unless otherwise permitted by the BAC, an electronic communication (such as e-mail) will not satisfy this writing requirement. 7. GRANDFATHERED AMOUNTS. Effective January 1, 2009, a new Section 2.21 shall be added to the Plan (with the prior Section 2.21 and subsequent sections and cross references renumbered as appropriate) that reads as follows:

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2.21. Grandfathered Amounts — Deferred compensation amounts for Grandfathered Participants that were earned and vested as of December 31, 2004 (and subsequent earnings adjustments to the extent permitted under section 409A of the Code). With respect to excess benefits earned under Article 4, benefits earned on and after January 1, 2002 are generally not intended to be grandfathered (except that the benefits earned and vested for Participants in Appendices B-1, B-2, B-3, B-4, B-5, B-6, and Appendix B-11 prior to January 1, 2005 shall be Grandfathered Amounts, and the benefits earned and vested for Participants who did not earn additional benefits on and after January 1, 2005). 8. GRANDFATHERED PARTICIPANTS. Effective January 1, 2009, a new Section 2.22 shall be added to the Plan (with the prior Section 2.22 and subsequent sections and cross references renumbered as appropriate) that reads as follows: 2.22. Grandfathered Participants — Participants whose benefits are Grandfathered Amounts include the following categories:

For Participants actively employed after December 31, 2004, a Participant may be a Grandfathered Participant with respect to a portion of the Participant’s benefit (the Grandfathered Amount) and not a Grandfathered Participant with respect to a portion of the participant’s benefit (the non-Grandfathered Amount). Participants hired on and after January 1, 2005 who did not have a benefit under the Plan are not Grandfathered Participants. With respect to Participants in Appendices B-1, B-2, B-3, B-4, B-5, B-6, and Appendix B-11, any benefit earned and vested as of December 31, 2004 is intended to be grandfathered. Unless an amendment specifically states that the amendment applies to the benefits and rights of Grandfathered Participants, the amendment shall not apply to the Grandfathered Amounts for Grandfathered Participants.

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9. SEPARATION FROM SERVICE. Effective for payments to Participants who separate from service on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants – determination of separation from service for such Participants shall be governed under the provision in place prior to this amendment), a new Section 2.31 shall be added to the Plan (with the prior Section 2.31 and subsequent sections and cross references renumbered as appropriate) that reads as follows: 2.31. Separation from Service — a Participant’s separation from service as defined under section 409A of the Code. For purposes of a Separation from Service, an affiliate shall mean a business entity which is not the Company but which is part of a "controlled group" or under "common control" with the Company, as those terms are defined in section 414(b) and (c) of the Code as required to be aggregated with the Company under section 409A based on eighty percent (80%) or greater control. 10. SPECIFIED EMPLOYEE. Effective for determinations of who is a specified employee on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 2.33 shall be added to the Plan (with the prior Section 2.33 and subsequent sections and cross references renumbered as appropriate) that reads as follows: 2.33. Specified Employee — a Participant who is a specified employee for purposes of section 409A of the Code as defined in the separate document entitled "U.S. Bank Specified Employee Determination." 11. NORMAL FORM OF EXCESS BENEFIT — WHEN PAYABLE. Effective for payments to Participants that commence benefits on and after January 1, 2009, Section 4.2 of the Plan shall be amended (i) to amend the third sentence (which begins, "The first payment...") shall read as follows: For payment of Grandfathered Amounts to Grandfathered Participants, the first payment to the Participant shall be due within thirty days after the earliest date on which the Participant could begin receiving any benefits under the Qualified Plan on account of retirement or other termination of employment; for non-Grandfathered Amounts paid to Participants, the first payment to the Participant shall be due on the later of the first day of the month after (i) the Participant’s attainment of age 62, or (ii) the Participant’s Separation from Service. and, (ii) to amend the seventh sentence (which begins, "Except for...") to read as follows: Except for the limited purpose of determining the date when benefit payments under this Plan normally commence for Grandfathered Participants, the rules governing the payment of benefits under the Qualified Plan, and any elections and optional forms of payment in effect under the Qualified Plan, shall be given no effect under this Plan in determining the time or form in which Excess Benefits are paid. 12. OPTIONAL PAYMENT FORMS. Effective for payments to Participants that commence benefits on and after January 1, 2009, Section 4.3 of the Plan shall be amended to read as follows:

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4.3. Optional Payment Forms .      4.3.1. Non-Grandfathered Amounts . For non-Grandfathered Amounts, in lieu of payment in the normal form described in Section 4.2 above, a Participant may elect to receive his or her Excess Benefit in any of the following forms:

Payment in any of the foregoing forms shall be in an amount that is Actuarially Equal to the Excess Benefit payable in the applicable normal form described in Section 4.2. In cases where a Participant desires to change the Participant’s form of payment, (i) if a Participant’s form of payment prior to electing one of the optional forms of payment listed above is an annuity, (ii) the Participant elects an annuity optional form of payment (options (a), (b), (c), (d), and (e)) on or before the date of the Participant’s Separation from Service, and (iii) the election is actuarially equivalent applying reasonable actuarial methods and assumptions, then the Participant’s benefit shall commence on the same date the benefit would have been paid but for the election of the optional form. In all other cases, if a Participant elects one of these optional payment forms, the election (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) shall delay the distribution to a date that is at least five (5) years after the date the distribution would have been made to the Participant absent the election, and (iii) in the case of a distribution as of a specified time (but not upon a Participant’s Separation from Service, Disability, or death), the election shall not take effect unless the Participant makes the election at least twelve (12) months prior to the date the distribution is to commence. In cases where a Participant desires to change the Participant’s time when payment commences, the Participant may pick a later date or the later of a date or Separation from Service subject to rules established by the Committee provided the election (i) shall not take effect until the date that is twelve (12) months after the date on which the Participant makes the election, (ii) shall delay the distribution to a date that is at least five (5) years after the date the distribution would have been made to the Participant absent the election, and (iii) in the case of a distribution as of a specified time (but not upon a Participant’s Separation from Service, Disability, or death), the election shall not take effect unless the Participant makes the election at least twelve (12) months prior to the date the distribution is to commence.

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The Committee may impose limits on the number of elections a Participant may make with respect to changing the form and time of payment. An election form that does not satisfy the advance filing requirements shall be void and shall be disregarded. In all cases an election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.      4.3.2. Grandfathered Amounts . For Grandfathered Amounts, in lieu of payment in the normal form described in Section 4.2 above, a Participant may elect to receive his or her Excess Benefit in any of the following forms:

Payment in any of the foregoing forms shall be in an amount that is Actuarially Equal to the Excess Benefit payable in the applicable normal form described in Section 4.2. In addition to the foregoing forms, a Participant may also elect to receive his or her Excess Benefit in the form of a single lump sum cash payment; provided, however, that the single lump sum cash payment option shall not be available for distributions to any Participant whose termination of employment occurs prior to 2003 and whose Qualified Plan benefit prior to 2002 did not offer the option to receive payment of the entire Qualified Plan benefit in a single lump sum cash payment without regard to the amount payable. Payment in the form of a single lump sum cash payment shall be in an amount that is Actuarially Equal to the Excess Benefit payable in the applicable normal form described in Section 4.2; provided, however, that such Excess Benefit shall be calculated using the benefits that would have been payable to the Participant commencing on the Participant’s Normal Retirement Date (or at the time of the Participant’s actual termination of employment, if later), rather than using the benefits that would have been payable to the Participant commencing on the date as of which Excess Benefits are to commence under this Plan. An election of an optional payment form permitted under this Section 4.3 must be made by the Participant in writing on an election form approved by the Committee and filed with the Committee or its designated agent for this purpose not less than twelve (12) full months prior to the Participant’s termination of employment. A Participant may change his or her election at any time by filing another election form; provided, however, that any election form that does not satisfy the advance filing requirements of the preceding sentence shall be void and shall be disregarded. An election form shall not be considered filed until the completed form is actually received by the Committee or its designated agent.

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If a Participant was married at the time that the last optional payment election form was filed by such Participant at least twelve (12) full months prior to the Participant’s termination of employment and either (a) the Participant is married to a different spouse on the date the Participant’s benefit commences, or (b) if the spouse was named as a joint annuitant on such last optional payment election form and the spouse dies before the date the Participant’s benefit commences, then (in either case) the Participant’s optional payment election shall be void and have no effect, and the Participant’s benefit shall be paid in the applicable normal form described in Section 4.2. If a Participant elects an optional payment election form that requires the designation of a joint annuitant and such joint annuitant dies prior to the date the Participant’s benefit commences, the Participant’s optional payment election shall be void and the Participant’s benefit shall be paid in the applicable normal form described in Section 4.2. Payment in any optional form pursuant to this Section 4.3 shall commence at the same time as the Participant’s benefit would have commenced if it had been paid in the normal form of payment unless the Participant specifies a later date in his or her last effective optional payment election form. 13. DOMESTIC PARTNER. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 4.4 shall be added to the Plan (with the prior Section 4.4 and subsequent sections and cross references renumbered as appropriate) that reads as follows: 4.4. Domestic Partner Annuity Rules .      4.4.1. Domestic Partner . In addition to the preceding rules, the survivor benefit payable under Section 4.3(c) (50%, 75%, or 100% joint and survivor annuity) to the Participant’s Domestic Partner shall consist of the monthly survivor annuity described in Section 4.4.2 below and a single lump sum payment equal to the excess of the Actuarially Equal present value of the portion of the Participant’s Excess Benefit at the time of the Participant’s death that the Domestic Partner was designated to receive over the Actuarially Equal present value at the time of the Participant’s death of the monthly survivor annuity described in Section 4.4.2, all determined in accordance with Appendix C of the Qualified Plan; provided, however, that if the portion of the Participant’s Excess Benefit at the time of the Participant’s death that is payable to the Participant’s Domestic Partner is less than the value of the monthly survivor annuity described in Section 4.4.2 below, then the Domestic Partner shall be paid only a pro rata portion of such monthly survivor annuity and no lump sum payment.      The first payment of a Domestic Partner’s monthly survivor annuity described in Section 4.4.2 below shall be due on the later of the first day of the month after (i) the Participant’s attainment of age 62, or (ii) the Participant’s Separation from Service. The last payment of this survivor annuity shall be due to the Domestic Partner on the first day of the calendar month in which the Domestic Partner dies. No election, rescission or other action taken by the Participant shall be effective to modify the survivor annuity hereinbefore described.

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     4.4.2. Domestic Partner’s Annuity . The amount of monthly survivor annuity payable to the Participant’s Domestic Partner shall be:

14. SMALL AMOUNTS. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants — payment of small amounts to such Participants shall be governed under the provision in place prior to this amendment), Section 4.5 (formerly Section 4.4) shall be amended to read as follows: 4.5. Small Amounts . Notwithstanding any other provision of this Article IV, if on the date of a Participant’s Separation from Service the Actuarially Equal single lump value of a Participant’s Excess Benefit and benefits under all of the Company’s nonaccount balance deferred compensation plans (within the meaning of section 409A of the Code and applicable guidance thereunder) is not greater than the applicable dollar limit under section 402(g)(1)(B) of the Code (as adjusted from time to time), the Participant’s Excess Benefit and benefits under all of the Company’s nonaccount balance deferred compensation plans (within the meaning of section 409A of the Code) may be paid in a single lump sum payment as soon as administratively feasible after the Participant’s Separation from Service.

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15. ACCELERATED DISTRIBUTIONS. Effective January 1, 2005, Section 4.6 (formerly Section 4.5) of the Plan shall be amended to add the following introductory sentence immediately after the words Accelerated Distributions: "The provisions in Sections 4.5(a) and 4.5(b) below shall apply only with respect to Grandfathered Amounts of Grandfathered Participants." 16. ACCELERATED DISTRIBUTIONS. Effective January 1, 2009, Section 4.6(b) (formerly Section 4.5(b)) of the Plan shall be amended to change the phrase "Section 4.5" to "Section 4.6(a)". 17. DELAY FOR SPECIFIED EMPLOYEES. Effective for payments made to Participants on and after January 1, 2009 (except this section shall not apply to payment of Grandfathered Amounts to Grandfathered Participants), a new Section 4.8 shall be added to the Plan that reads as follows: 4.8. Delay for Specified Employees . If a Participant is a Specified Employee as of the date of the Participant’s Separation from Service and the Participant is due an Excess Benefit based on the Participant’s Separation from Service, payment shall commence the last day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). The delay shall not change the calculation of the amount of the payments to be made to the Participant; the amount shall be calculated as if the Participant had commenced without the delay. Payments that would have been made during the six (6)-month delay period shall all be paid to the Participant on the last day of the month following the date that is six (6) months after the date of the Participant’s Separation from Service (along with the regular payment that is to be paid on that date). The Participant shall receive interest on the delayed payments that is equal to the rate of interest used to calculate a lump sum benefit under the Plan at the time the delayed payment is made. 18. OTHER BENEFITS. Effective for payments made to Participants on and after January 1, 2009, a new Section 5.7 of the Plan shall be added that reads as follows: 5.7. Grandfathered Amounts and Participants . The benefits under this Article V for Participants who had terminated employment on or before December 31, 2004 and whose benefit was earned and vested as of December 31, 2004 shall be Grandfathered Amounts. As provided in Section 1.7, unless an amendment specifically states that the amendment applies to the benefits and rights of these Grandfathered Participants and Grandfathered Amounts, the amendment shall not apply to these Grandfathered Participants and Grandfathered Amounts. 19. NORMAL FORM OF SUPPLEMENTAL BENEFIT. Effective for payments to Participants that commence benefits on and after January 1, 2009, Section 6.2 of the Plan shall be amended to read as follows: 6.2. Normal Form of Benefit .      6.2.1. Non-Grandfathered Amounts . For non-Grandfathered Amounts, the first payment to the Participant shall be due on the later of the first day of the month after (i) the Participant’s attainment of Normal Retirement Age (the Unreduced Retirement Age) specified in the applicable Appendix B, or (ii) the Participant’s Separation from Service. The form of

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payment shall be the normal form of payment specified in the applicable Appendix B (unless an optional form of payment is elected), in an amount calculated as follows: