0000950134-04-016891 Sample Contracts

AMENDMENT NO. 2 OF EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2004 • Us Bancorp \De\ • National commercial banks

This AMENDMENT NO. 2 OF EMPLOYMENT AGREEMENT entered into by and between U.S Bancorp, a Delaware corporation (the “Company”) and Jerry A. Grundhofer (the “Executive”), is entered into effective October 19, 2004.

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Number of AWARDED TO Award Date Shares Number Final Vesting Date
Restricted Stock Unit Award Agreement • November 9th, 2004 • Us Bancorp \De\ • National commercial banks • Minnesota

THIS AGREEMENT is made as of the date in the box above labeled “Award Date” (the “Award Date”) by and between U.S. Bancorp, a Delaware corporation (the “Company”), and the individual named in the box above labeled “Awarded To” (the “Participant”).

Number of AWARDED TO Award Date Shares Number JERRY GRUNDHOFER Final Vesting Date
Restricted Stock Unit Award Agreement • November 9th, 2004 • Us Bancorp \De\ • National commercial banks • Minnesota

THIS AGREEMENT is made as of the date in the box above labeled “Award Date” (the “Award Date”) by and between U.S. Bancorp, a Delaware corporation (the “Company”), and the individual named in the box above labeled “Awarded To” (the “Participant”).

Number of U.S. Bancorp Exercise Price Social Security GRANTED TO Grant Date Common Shares Per Share ($) Number Expiration Date
Non-Qualified Stock Option Agreement • November 9th, 2004 • Us Bancorp \De\ • National commercial banks • Minnesota

THIS AGREEMENT is made as of the date in the box above labeled “Grant Date” (the “Grant Date”) by and between U.S. Bancorp, a Delaware corporation (the “Company”), and the director named in the box above labeled “Granted To” (the “Optionee”).

U.S. BANCORP RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 9th, 2004 • Us Bancorp \De\ • National commercial banks • Minnesota

THIS AGREEMENT is made as of the date in the box above labeled “Award Date” (the “Award Date”) by and between U.S. Bancorp, a Delaware corporation (the “Company”), and the individual named in the box above labeled “Awarded To” (the “Participant”).

Number of Social AWARDED TO Award Date Shares Number Final Vesting Date
Restricted Stock Unit Agreement • November 9th, 2004 • Us Bancorp \De\ • National commercial banks • Minnesota

THIS AGREEMENT is made as of the date in the box above labeled “Award Date” (the “Award Date”) by and between U.S. Bancorp, a Delaware corporation (the “Company”), and the individual named in the box above labeled “Awarded To” (the “Participant”).

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