FIRST AMENDMENT OF
U.S. BANK OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (2005
Statement)
The
U.S. Bank Outside Directors Deferred Compensation Plan (2005
Statement) (the “Plan”) is amended in the following
respects:
1. PREAMBLE.
Effective January 1, 2009, the Preamble is clarified to read
as follows:
U.S. Bancorp
approved the U.S. Bank Outside Directors Deferred Compensation Plan
(2005 Statement) to distinguish elective contributions made by
outside directors that are subject to section 409A of the Code. The
Plan applies to elective contributions made by outside directors on
and after January 1, 2005.
2.
AFFILIATE. Effective January 1, 2009, the second sentence of
Section 1.1(1) shall be deleted.
3.
AFFILIATED GROUP. Effective January 1, 2009, Section
1.1(2) shall be deleted (with subsequent Sections and cross
references renumbered as appropriate — the phrase
“Affiliated Group” is being replaced by the phrase
“Employer”). In addition, the term
“Employer” shall replace the term “Affiliated
Group” throughout the Plan.
4. BENEFIT
COMMENCEMENT DATE. Effective for participants whose benefits
commence on or after January 1, 2009, Section 1.1(4) shall be
deleted (with subsequent Sections and cross references renumbered
as appropriate).
5. BENEFITS
ADMINISTRATION COMMITTEE. Effective January 1, 2009, a new
Section 1.1(3) shall be added to the Plan (with subsequent Sections
and cross references renumbered as appropriate) that reads as
follows:
(3) The
terms “ Benefits Administration Committee ” and
“ BAC ” shall mean 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).
6. CHANGE IN
CONTROL. Effective January 1, 2009, Section 1.1(5) (prior to
this amendment Section 1.1((6)) shall be deleted (with subsequent
Sections and cross references renumbered as
appropriate).
7. CODE.
Effective January 1, 2009, Section 1.1(5) (prior to this
amendment Section 1.1(7)) shall be amended to read in full as
follows:
(7) The
term “Code” shall mean the Internal Revenue Code
of 1986, including applicable regulations for the specified section
of the Code. Any reference in this Plan to a section of the Code,
including the applicable regulation, shall be considered also to
mean and refer to any subsequent amendment or replacement of that
section or regulation.
8. DIRECTOR.
With respect to Section 1.1(12) (Director), for purposes of
clarity, where the term Director in Articles II, III, and IV, and
in Sections 10.2 and 10.7, the term “Director”
shall include a grandfathered Advisory Director. The term
“Director” in Articles VIII and IX, and in
Section 1.1(3) (the definition of “Board” and
“Board of Directors”) shall not include grandfathered
Advisory Directors.
9.
DISABILITY. Effective January 1, 2009, Section 1.1(14) (prior
to this amendment Section 1.1(16)) shall be deleted (with
subsequent Sections and cross references renumbered as
appropriate).
10.
EMPLOYER. Effective for distributions on and after January 1,
2009, a new Section 1.1(17) shall be added to the Plan ((with
subsequent Sections and cross references renumbered as appropriate
— the phrase “Affiliated Group” is being replaced
by the phrase “Employer”) that reads in full as
follows:
(17) The
term “Employer” shall mean the Company and any
of its Affiliates that are described in Appendix A and that have
adopted the Plan as a participating employer.
11.
FINANCIAL HARDSHIP. Effective January 1, 2009,
Section 1.1(17) prior to this amendment Section 1.1(20)) shall
be deleted (with subsequent Sections and cross references
renumbered as appropriate).
12.
PARTICIPANT. With respect to Section 1.1(18) (Participant),
for purposes of clarity, the term “Participant” shall
also include Advisory Directors who were making elective
contributions as of January 1, 2005 and who have continuously
elected to make elective contributions after that date (referred to
as “grandfathered Advisory Directors”). Advisory
Directors appointed on and after January 1, 2005 shall not be
eligible to make elective contributions under the Plan. Once a
grandfathered Advisory Directors ceases making elective
contributions, that grandfathered Advisory Director shall no longer
be able to make elective contributions. Grandfathered Advisory
Directors shall be subject to all of the rules under the
Plan.
13. PLAN.
Effective January 1, 2009, Section 1.1(19) (prior to this
amendment section 1.1(22)) shall be amended to read in full as
follows (and all other references to the name of the Plan revised
as appropriate, including the cover page):
(19) The
term “Plan” shall mean the U.S. Bank Executive
Employees Deferred Compensation Plan (2005 Statement).
14.
RETIREMENT. Effective January 1, 2009, Section 1.1(20)
prior to this amendment Section 1.1(24)) shall be deleted (with
subsequent Sections and cross references renumbered as appropriate
— the terms “Retirement”, “Retire(s)”
and “Retired” shall be replaced with the phrase
“Separation from Service” unless such replacement shall
lead to repetition of the phrase “Separation from
Service” in which case the second “Separation from
Service” shall be deleted).
15.
SEPARATION FROM SERVICE (previously “Termination of
Employment”). Effective January 1, 2009, a new Section
1.1(21) shall be added that reads in full as follows
-2-
(with
subsequent Sections and cross references renumbered as appropriate
– the phrase “Termination of Employment” is being
replaced by the phrase “Separation from
Service”):
(21) The
term “ Separation from Service ” shall mean a
Participant’s separation from service as defined under Code
Section 409A. 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.
16.
TERMINATION OF SERVICES. Effective January 1, 2009,
Section 1.1(22) (prior to this amendment Section 1.1(26),
the definition of Termination of Services) shall be deleted (with
subsequent Sections and cross references renumbered as appropriate
– the definition is being replaced by the phrase
“Separation from Service”). In addition, the phrase
“Termination of Services” in the Plan shall be replaced
by the phrase “Separation from Service”.
17.
UNFORESEEABLE EMERGENCY. Effective for distributions on and after
January 1, 2009, a new Section 1.1(22) shall be added to
the Plan ((with subsequent Sections and cross references renumbered
as appropriate) that reads in full as follows:
(22) The
term “Unforeseeable Emergency” shall mean an
unforeseeable emergency as defined under Code
Section 409A.
18. SECTION
2 HEADING. Effective January 1, 2009, the heading for
Section 2 shall be revised to read
“Participation”.
19.
PARTICIPATION. With respect to Section 2.1 (Participation),
for purposes of clarity, in addition to Directors participation in
the Plan shall include grandfathered Advisory Directors, who are
described above under the definition of Participant.
20.
CESSATION OF ACTIVE PARTICIPATION. Effective January 1, 2009,
Section 2.2 shall be amended to read in full as
follows:
2.2 Cessation of Active Participation . Deferrals
from a Participant shall cease as of the earlier of (i) the
last day of the Plan Year for which a Participant has entered into
a Deferred Compensation Agreement, (ii) the date the Participant
dies, and (iii) the last day of the Plan Year in which the
Participant has a Separation from Service.
21.
EFFECTIVE DATE OF DEFERRED COMPENSATION AGREEMENT. Effective
January 1, 2009, Section 3.2 shall be amended to read in full
as follows:
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