Exhibit 10.3 FORM OFChange in Control Severance Payment Agreement • March 28th, 2003 • Community Bankshares Inc /Ga/ • State commercial banks • Georgia
Vail Banks, Inc. May 31, 2006Change in Control Severance Payment Agreement • June 1st, 2006 • Vail Banks Inc • State commercial banks
This letter agreement (this “Agreement”) is to confirm the agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and among U.S. Bancorp, Powder Acquisition Corp., and Vail Banks, Inc. (the “Company”), dated May 31, 2006. The agreements, arrangement and understandings contained herein supersede in their entirety each of the Change in Control Severance Payment Agreement between you and the Company, dated as of November 19, 1999 (the “CIC Agreement”) and the Compensation Agreement between you and the Company, dated as of January 1, 2004 (the “Compensation Agreement”). The commitments set forth in this letter agreement are subject to the consummation of the Merger (as defined in the Merger Agreement). All terms not otherwise defined herein shall have the meaning given to them in the Merger Agreement.
