UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2005
U.S. BANCORP
(Exact name of registrant as specified in its charter)
1-6880
(Commission File Number)
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DELAWARE
(State or other jurisdiction
of incorporation)
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41-0255900
(I.R.S. Employer
Identification Number) |
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices and zip code)
(651) 466-3000
(Registrant’s telephone number, including area code)
(not applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 20, 2005, the Compensation Committee of the Company’s Board of Directors adopted the
final versions of the U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan and the U.S.
Bancorp 2005 Executive Employees Deferred Compensation Plan (the “Plans”). The Plans were
established in December 2004 under the terms contained in the Plan documents finally approved by
the Compensation Committee in December 2005. The provisions of the Plans are substantially similar
to those of the U.S. Bancorp Outside Directors Deferred Compensation Plan and the U.S. Bancorp
Executive Employees Deferred Compensation Plan that were in effect until December 2004, with the
primary changes being those required to comply with the American Jobs Creation Act and the
regulations promulgated thereunder, including Internal Revenue Code Section 409A.
The Plans are included in this filing as Exhibits 10.1 and 10.2 and are incorporated herein by
reference. This summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the text of the Plans.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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10.1
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U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan. |
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10.2
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U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan. |