U.S. Bank 401(k) Savings Plan Summary Plan Description · PDF fileU.S. Bank 401(k) Savings...

U.S. Bank 401(k) Savings Plan Summary Plan Description

January 2012

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

HR1201W (8/2012)

U.S. Bank 401(k) Savings Plan SPD Effective January 2012

1

TABLE OF CONTENTS About This Summary ........................................................................................................................ 4 Overview............................................................................................................................................. 4

The U.S. Bank Retirement Program ............................................................................................................... 4 Your Responsibility ........................................................................................................................................ 4

Benefits at a Glance ........................................................................................................................... 5 Eligibility ........................................................................................................................................................ 5 Your Contributions ......................................................................................................................................... 5 Annual Contribution Increase ......................................................................................................................... 5 Matching Contributions .................................................................................................................................. 5 Age 50 Catch-Up Contributions ..................................................................................................................... 6 Tax Advantages .............................................................................................................................................. 6 Plan Investments ............................................................................................................................................. 6 Investment Risks ............................................................................................................................................ 7 Making Changes ............................................................................................................................................. 7 Rollovers ........................................................................................................................................................ 7 Vesting ........................................................................................................................................................... 7 Withdrawals While Employed........................................................................................................................ 7 Plan Loans ...................................................................................................................................................... 8 Payment of Account When You Leave, Retire, Become Disabled or Die ..................................................... 8

Deadlines and Effective Dates .......................................................................................................... 9 Using the U.S. Bank Employee Service Center or the Internet to Access Your Account ......... 12

U.S. Bank Employee Service Center ............................................................................................................ 12 U.S. Bank Retirement Program Web Site .................................................................................................... 12

Eligibility to Participate .................................................................................................................. 12 Eligible Position ........................................................................................................................................... 12

Enrollment ....................................................................................................................................... 13 Making Contributions or Investment Election Changes ............................................................. 13 Your Contributions ......................................................................................................................... 14

Annual Contribution Increase ....................................................................................................................... 14 Legal Limits ................................................................................................................................................. 14 Advantages of Pre-Tax Saving ..................................................................................................................... 15 How the Plan Affects Your Pay ................................................................................................................... 16 Age 50 Catch-Up Contributions ................................................................................................................... 16 Rollover Contributions ................................................................................................................................. 17 Voluntary After-Tax Contributions .............................................................................................................. 18

Matching Contributions .................................................................................................................. 18 Match Eligibility ........................................................................................................................................... 18 Service .......................................................................................................................................................... 18 Former Employees who are Rehired ............................................................................................................ 19 Other Contributions ...................................................................................................................................... 19

Your Plan Investments .................................................................................................................... 21 Selection of Plan Investments....................................................................................................................... 22 Your Responsibility for Your Investments (Section 404(c) of ERISA) ....................................................... 22 Investment Restrictions ................................................................................................................................ 23 Risk of Loss .................................................................................................................................................. 25 Accumulation of Retirement Assets ............................................................................................................. 25 Plan Investment Options ............................................................................................................................... 26

Fixed Income Fund: .................................................................................................................................. 26 Bond Funds: ............................................................................................................................................. 26 Target Retirement Date Funds: ................................................................................................................. 27 Large Cap Equity Funds: .......................................................................................................................... 28 Small-Mid Equity Funds: ......................................................................................................................... 29 International Funds: .................................................................................................................................. 29


2

Piper Stock Fund: ..................................................................................................................................... 29 Company Stock Fund: .............................................................................................................................. 30

Investment Elections ....................................................................................................................... 32 Your Initial Election ..................................................................................................................................... 32 Changing Investment Elections for Future Contributions ............................................................................ 33 Changing Investment Elections for Your Current Account Balance ............................................................ 33

Notice of Your Rights Concerning Employer Securities ............................................................. 34 Personalized Account Information ................................................................................................ 35 Your Potential with the U.S. Bank 401(k) Savings Plan .............................................................. 36 Your Plan Accounts ......................................................................................................................... 36

401(k) Plans of Acquired Companies ........................................................................................................... 37 Withdrawals from the Plan While Actively Employed ................................................................ 37

20% Withholding for Withdrawal ................................................................................................................ 38 Additional Tax on Early Withdrawals .......................................................................................................... 38 Age 59½ Withdrawals .................................................................................................................................. 38 Rollover Account Withdrawals .................................................................................................................... 38 After-Tax Withdrawals ................................................................................................................................. 38 Non-Hardship Withdrawals .......................................................................................................................... 38 Hardship Withdrawals .................................................................................................................................. 39

Plan Loans ........................................................................................................................................ 40 When Loans Are Available .......................................................................................................................... 40 Application Fee ............................................................................................................................................ 41 Interest Rate and Deductions ........................................................................................................................ 41 Loan Repayments ......................................................................................................................................... 41 Outstanding Loan Balance and Default ........................................................................................................ 42 Loan Payoffs................................................................................................................................................. 42

Distributions From the Plan if You Are No Longer Employed By U.S. Bank ........................... 42 Form of Distribution ..................................................................................................................................... 42 When You Become Eligible for a Payout and When Payments Are Made .................................................. 43 If You Defer Payment .................................................................................................................................. 43 Tax Treatment of Distributions from Plan .................................................................................................... 44 Rollovers ...................................................................................................................................................... 44 Special Tax Rules for Rollovers of U.S. Bancorp Stock .............................................................................. 45 20% Withholding for Account Distributions ................................................................................................ 45 Additional 10% Tax on Early Payouts ......................................................................................................... 46 Making Your Decision ................................................................................................................................. 46

Distributions to Your Beneficiary If You Die ............................................................................... 46 Naming a Beneficiary ................................................................................................................................... 46

Claims Procedures ........................................................................................................................... 47 Benefits Administration Committee ............................................................................................................. 47 What Is a Claim? .......................................................................................................................................... 48 Steps in Filing a Claim ................................................................................................................................. 48 Administrative Processes and Safeguards .................................................................................................... 49 Time Periods................................................................................................................................................. 49 Limitations Period ........................................................................................................................................ 49 Exhaustion of Administrative Remedies ...................................................................................................... 49 Venue for Legal Action ................................................................................................................................ 49 Applicable Law for Legal Action ................................................................................................................. 49

Amendment and Termination of the Plan ..................................................................................... 50 Assignment and Alienation of Benefits .......................................................................................... 50 Qualified Domestic Relations Orders ............................................................................................ 50 Fees and Expenses ........................................................................................................................... 51

Plan Administration Fees ............................................................................................................................. 51 Asset Management Fees ............................................................................................................................... 51


3

Brokerage Fees ............................................................................................................................................. 51 Individual Fees ............................................................................................................................................. 51

Limitations on Transfers and Resales of U.S. Bancorp Common Stock and Piper Jaffray Common Stock ................................................................................................................................. 52 Tax Consequences of the Plan for U.S. Bank ................................................................................ 53 Securities and Registrations ........................................................................................................... 53 Voting of Shares and Tender Offers .............................................................................................. 53 Incorporation of Certain Documents by Reference ..................................................................... 54 Administrative Information ........................................................................................................... 55 Your Rights Under ERISA ............................................................................................................. 56

Receive Information About the Plan and Benefits ....................................................................................... 56 Prudent Actions by Plan Fiduciaries............................................................................................................. 56 Enforce Your Rights ..................................................................................................................................... 56 Assistance with Your Questions ................................................................................................................... 57

Appendix A: Investment Fund Performance ................................................................................ 58


4

About This Summary This summary and prospectus provide an overview that is intended to give participants in the U.S. Bank 401(k) Savings Plan (the “Plan”) and their beneficiaries a general idea of their benefits, rights and obligations under that Plan. It is, however, only a summary. It does not describe every feature, nor is it used to administer the Plan. The Plan’s official terms are in the Plan document entitled “U.S. Bank 401(k) Savings Plan (2002 Restatement),” along with the amendments to that document. The Plan administrator will only use the official Plan document to administer the Plan and resolve any disputes. If there is a discrepancy between this summary and the Plan document, the Plan document will control. Neither the receipt of this booklet nor the use of the term “you” indicates that you are eligible for a benefit under the Plan. Only those employees who satisfy the eligibility requirements and other criteria contained in the Plan are eligible for a benefit. Neither the receipt of this booklet nor the terms of the Plan creates a right for any employee to be retained in U.S. Bank’s employment. Please note that this summary uses a number of terms, such as “compensation” and “year” in the place of more formal terms (“Recognized Compensation” and “Plan Year”) defined in the Plan. We do this to make the summary easier to read. The Plan’s defined terms, however, not the summary’s terms, are used to administer the Plan. Also, U.S. Bancorp adopted and maintains the Plan for the benefit of its employees and employees of related business entities, as listed on Schedule I to the Plan document. However, for simplicity, in this summary, the term “U.S. Bank” is generally used when referring to the Plan sponsor or to your employer. This summary also constitutes part of the Plan prospectus required to be delivered to you under the Securities Act of 1933. Before enrolling in the Plan you should carefully read this summary and the other documents referenced by this summary, including the investment fund performance which is included as Appendix A to this summary. If you have questions after reading this summary, call the U.S. Bank Employee Service Center at 800-806-7009. If you have questions about the Plan or Plan administration, or need further information, please contact the Plan Administrator at the address and phone number listed under the Administrative Information section. Overview The U.S. Bank Retirement Program When you retire from U.S. Bank, the benefits from your company-sponsored retirement plans, along with social security, personal investments and savings, can help provide you with financial security during your retirement years. Your 401(k) Plan account can be an important part of your overall retirement plan. Please read the individual sections of this summary for more information. Your Responsibility To get the most from the Plan, you should:

• Carefully review the information about the Plan;


5

• Pay attention to deadlines. If you miss a deadline, your request will be delayed until the next processing cycle;

• Carefully review your account on a regular basis by logging on to the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank;

• Review your account after you change your investment elections to confirm that the changes have been implemented and that your investment allocation reflects how you want your assets invested;

• Keep your beneficiary designations updated; and • Contact the U.S. Bank Employee Service Center at 800-806-7009 if you have questions not

answered in this summary. Remember, you are responsible for selecting your investments and monitoring them to achieve your retirement goals. Benefits at a Glance The following highlights some of the most important features of the Plan. Be sure to read the entire summary carefully. Eligibility You are eligible to participate in the Plan on your hire date, so long as you are a regular, permanent, non-temporary employee working in an eligible position. Eligible employees are automatically enrolled with a 2% deferral into one of the Target Retirement Date Fund options based on your date of birth and an assumed retirement at age 65. Your first pre-tax contribution will generally begin with your second paycheck from U.S. Bank. You become eligible for U.S. Bank matching contributions on the first day of the month after you complete one year of service (12 consecutive months) in which you have worked 1,000 hours in an eligible position. Once you meet the initial eligibility requirements for the employer matching contribution, you will continue to be eligible in future years regardless of how many hours you work, assuming you contribute to the Plan and meet all other criteria. For more information on eligibility, see the “Eligibility to Participate” and “Match Eligibility” sections. Your Contributions You can contribute up to 75% of your eligible pay on a pre-tax basis to the Plan through regular payroll deductions. Federal law limits the total dollar amount you can contribute. This limit is periodically adjusted for changes in the cost of living as required by federal law. Certain other legal limits may further reduce your contributions. For more information on your contributions and legal limits, see the “Legal Limits” section. Annual Contribution Increase You have the option to elect to have your contribution rate automatically increased each year by electing an annual rate increase and a target contribution rate. For more information on Annual Contribution Increase, see the “Annual Contribution Increase” section. Matching Contributions Once you meet the eligibility requirements, U.S. Bank makes an annual matching contribution of $1 for every $1 you contributed during that year, up to 4% of your eligible pay. The matching

http://www.yourbenefitsresources.com/usbank


6

contribution is automatically invested in the U.S. Bancorp ESOP Stock Fund. After the matching contribution is made, you can change how it is invested. For more information on the match, see the “Matching Contributions” section. Age 50 Catch-Up Contributions You are eligible to make a catch-up contribution if you are age 50 or older during the calendar year and for that year you contribute the maximum dollar amount of elective contributions generally permitted under federal law. If you reach the maximum dollar amount for elective contributions, catch-up contributions are automatic and will begin at the same percent as your current elective contributions. Federal law limits the amount you can contribute as a catch-up contribution. For more information on catch-up contributions, see the “Age 50 Catch-Up Contributions” section. Tax Advantages Your contributions to the Plan are deducted before most income taxes are withheld, but they are subject to FICA tax (i.e., the tax for social security and Medicare). In most (but not all) states, your contributions, the U.S. Bank match, and your investment gains are not subject to federal taxation as long as they remain in the Plan. For information about the application of state tax laws, consult your tax advisor. For more information on federal tax advantages, see the “Advantages of Pre-Tax Saving” section. Plan Investments You may invest your Plan account in one or more of a wide variety of investment funds.

• Stable Value Fund • Bond Index Fund • Active Bond Fund • Target Retirement Date Income Fund • Target Retirement Date 2010 Fund • Target Retirement Date 2015 Fund • Target Retirement Date 2020 Fund • Target Retirement Date 2025 Fund • Target Retirement Date 2030 Fund • Target Retirement Date 2035 Fund • Target Retirement Date 2040 Fund • Target Retirement Date 2045 Fund • Target Retirement Date 2050 Fund • Target Retirement Date 2055 Fund • Target Retirement Date 2060 Fund • US Large Cap Equity Index Fund • Active US Large Cap Equity Fund • US Small-Mid Equity Index Fund • Active US Small-Mid Equity Fund • International Equity Index Fund • Active International Equity Fund • U.S. Bancorp ESOP Stock Fund

NOTE: The Piper Jaffray Stock Fund is an investment option in the Plan for any dollars already invested in this fund. No new dollars may be invested or transferred into the Piper Jaffray Stock Fund. Participants may only transfer out of this fund.


7

For more information on plan investments, see the “Your Plan Investments” section. Investment Risks The investment funds involve various degrees of risk, and amounts invested in the Plan are not insured or guaranteed in any way. For more information on the risks of investing, see the “Your Plan Investments” section and in particular, the “Risk of Loss” section and the “Note the following about Plan investment funds” in the “Accumulation of Retirement Assets” section. Making Changes You can change the investment mix of your account balance on any day the New York Stock Exchange is open. Changes confirmed by 3 p.m., Central time, are normally effective the same day. An earlier cutoff time could apply in unusual circumstances or if the New York Stock Exchange closes early. You may elect to change or stop your contribution rate or change the investment of your future contributions at any time. Both of those types of changes will be effective for the next pay period if made by the cut-off time in your current pay period. Changes may be made by calling the U.S. Bank Employee Service Center at 800-806-7009 or accessing the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank. For more information on making investment and contribution rate changes, see the “Investment Elections” section. Rollovers Rollovers are generally accepted into the Plan. For more information on making rollover contributions, see the “Rollover Contributions” section. Vesting You are immediately 100% vested in your entire account balance, including matching contributions. Withdrawals While Employed Generally, five types of withdrawals from your Plan account are available while you are still employed by U.S. Bank: • withdrawal of after-tax accounts; • non-hardship withdrawal from certain accounts; • hardship withdrawal; • age 59½ withdrawal; or • withdrawal of rollover accounts. Most withdrawals have significant tax implications. Before requesting a withdrawal, carefully review the “Withdrawals from the Plan While Actively Employed” section. If you became an employee of U.S. Bank as a result of the acquisition or merger of your former employer, you may have the ability to make other withdrawals from your account. For more details about your withdrawal options, call the U.S. Bank Employee Service Center and request a “Payment Rights” from a service center representative or access the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank.




8

Plan Loans If you are an active employee, you may be able to borrow money from your account. Through payroll deduction, you repay the amount you borrow, plus interest, to your own account. For more information on Plan loans, see the “Plan Loans” section. Payment of Account When You Leave, Retire, Become Disabled or Die You can receive a distribution of your entire account if you: • retire; • become totally and permanently disabled; • attain age 70½; or • leave U.S. Bank for any other reason. You may request a distribution of your entire account by calling the U.S. Bank Employee Service Center or accessing the U.S. Bank Retirement Program Web site. Requests received by phone or online by 3 p.m., Central time, each business day will generally be processed that same day. ACH is available if the distribution if made payable to you. If you request that your distribution be rolled over to another qualified plan or to an Individual Retirement Account (IRA), a check will be mailed two business days later. If you are requesting a stock distribution for that portion of your account held in the U.S. Bancorp ESOP Stock Fund or the Piper Jaffray Stock Fund, a statement will be sent approximately two weeks after your cash distribution is issued. For more information on distributions once you terminate employment, see the “Distributions From the Plan if You Are No Longer Employed by U.S. Bank” section. You pay taxes on the money when you receive it; however, special tax advantages may be available. For information on payouts and tax implications, see the “Tax Treatment of Distributions from the Plan” section. If you die, your beneficiary will receive the funds in your account. For more information on death benefits, see the “Distributions to Your Beneficiary If You Die” section.


9

Deadlines and Effective Dates You can use this chart as a reference when enrolling in the Plan, changing contribution amounts, or requesting loans, withdrawals or distributions. All transactions may be initiated by calling the U.S. Bank Employee Service Center at 800-806-7009 or by accessing the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank. All requests must be received by the deadline shown. Requests received after the deadline will be processed with the next cycle. Request How To Initiate Deadline Approximate Date of

Change/Payment Opting out of automatic enrollment

Call the U.S. Bank Employee Service Center or access the Web site

Generally 5 business days after hire date

Effective as soon as administratively possible

Changing your contribution rate


Changes can be made at any time during the month

Effective as soon as administratively possible – usually within one to two pay periods after change

Changing investment mix for your current account balance


3 p.m., Central time, any business day*

Changes confirmed by 3 p.m., Central time, are effective the same business day using values as of the market close

Changing investment of your future contributions


Changes can be made at any time during the month

Effective with your next contribution

Dividend payout or reinvestment election


Typically two business days before the ex-dividend date**

Effective for that quarter’s dividend

Annual Contribution Increase


December 1 of each year

Effective on the January 15 pay of the next year

Age 50 catch-up contribution

Automatic if you reach the IRS annual contribution limit

N/A Commences when you reach the IRS annual contribution limit

* Earlier cutoffs will apply if the New York Stock Exchange is closed or closes earlier than 3 p.m., Central time. ** The ex-dividend date is generally two business days before the dividend record date. NOTE: The processing times indicated above are the times it will normally take to process the indicated transactions. These processing times are not guaranteed and are subject to change. Many events could delay the processing of particular requests, including holidays, unusual market events, unavailability of mutual fund data, improper instructions, systems failures, and unusual transaction volumes. While the Plan administrator will do its best to assure that transactions are processed according to this schedule, neither the Plan nor the Plan administrator is liable for failure to process by the times indicated.



10

Request How to Initiate Deadline Approximate Date of Change/Payment

After-tax, age 59½ or rollover account withdrawal*

Call the U.S. Bank Employee Service Center or access the Web site – no form required

3 p.m., Central time, on any business day**

Processed daily; ACH available if withdrawal is made payable to you; if rollover, can only be made by check which is mailed two business days later

Non-hardship withdrawal*



Processed daily; ACH available if withdrawal is made payable to you; if rollover, can only be made by check which is mailed two business days later

Hardship withdrawal* Call the U.S. Bank Employee Service Center or access the Web site to request a form


Processed daily; ACH or check mailed two business days later, once required documentation is approved

General Loan* Call the U.S. Bank Employee Service Center or access the Web site


Processed daily; ACH or check mailed two business days later

Primary Residence Loan*

Call the U.S. Bank Employee Service Center or access the Web site to request a form

3pm, Central time, on any business day, once required documentation is approved**

Processed daily; ACH or check mailed two business days later, once required documentation is approved

* Most withdrawals have significant tax implications. Before requesting a withdrawal, please consult your tax advisor. ** Earlier cutoffs will apply if the New York Stock Exchange is closed or closes earlier than 3 p.m., Central time. NOTE: The processing times indicated above are the times it will normally take to process the indicated transactions. These processing times are not guaranteed and are subject to change. Many events could delay the processing of particular requests, including holidays, unusual market events, unavailability of mutual fund data, improper instructions, systems failures, and unusual transaction volumes. While the Plan administrator will do its best to assure that transactions are processed according to this schedule, neither the Plan nor the Plan administrator is liable for failure to process by the times indicated.


11

Request How to Initiate Deadline Approximate Date of Change/Payment

Payment of account if you leave U.S. Bank*



Processed daily; ACH available if distribution is made payable to you; if rollover, can be made via direct deposit or by check, depending on IRA provider. If rollover is by check, payment can be sent directly to IRA provider or your home. If shares of U.S. Bancorp and/or Piper Jaffray common stock are requested, please allow two weeks to receive your statement from the stock transfer agent.

Account balance inquiry


N/A Account balance is valued daily at the end of each business day

* Most withdrawals have significant tax implications. Before requesting a withdrawal, please consult your tax advisor. ** Earlier cutoffs will apply if the New York Stock Exchange is closed or closes earlier than 3 p.m., Central time. NOTE: The processing times indicated above are the times it will normally take to process the indicated transactions. These processing times are not guaranteed and are subject to change. Many events could delay the processing of particular requests, including holidays, unusual market events, unavailability of mutual fund data, improper instructions, systems failures, and unusual transaction volumes. While the Plan administrator will do its best to assure that transactions are processed according to this schedule, neither the Plan nor the Plan administrator is liable for failure to process by the times indicated.


12

Using the U.S. Bank Employee Service Center or the Internet to Access Your Account U.S. Bank Employee Service Center The U.S. Bank Employee Service Center is the U.S. Bank interactive voice response (IVR) system and customer service center. The U.S. Bank Employee Service Center IVR is generally available 24 hours a day, Monday through Saturday, and after 12 p.m., Central time, on Sunday, via touch-tone phone. Service center representatives can assist you from 8 a.m. to 8 p.m., Central time, Monday through Friday, excluding holidays. Call 800-806-7009, select the Retirement Benefits option, and follow the prompts to access your account or to speak with a service center representative. U.S. Bank Retirement Program Web Site You can access your account online by logging onto www.yourbenefitsresources.com/usbank. The site is secure and enables you to: • enroll in or make changes to your existing Plan account; • inquire about current benefits, including contribution elections, account balances, fund

investment returns, or loan and withdrawal availability; • view or print your statement; and • request transactions, including changes to your investment of current or future balances,

dividend payout elections, contribution elections, loans, withdrawals, or distributions. The Web site is generally available 24 hours a day, Monday through Saturday, and after 12 p.m., Central time, on Sunday. Eligibility to Participate You are eligible to participate in the Plan on your hire or rehire date with U.S. Bank (or one of its participating affiliates), so long as you are a regular, permanent, non-temporary employee working in an eligible position. Information about the U.S. Bank 401(k) Savings Plan is provided to new employees in their new employee orientation materials and in a 401(k) mailing shortly after their hire or rehire date. Special eligibility rules may apply to employees of acquired companies. Also, there are separate rules to determine when you are eligible to receive the employer matching contribution. These rules can be found in the “Matching Contributions” section. Eligible Position To be eligible, you must be classified by U.S. Bank as an employee on both payroll and personnel records and must not be in one of the following excluded classes of employees:

• employees of U.S. Bank affiliates that are not participating employers in the Plan; • employees employed outside the United States (unless the Benefits Administration

Committee specifically acts in writing to cover such employees); • employees employed in a division or facility that was not in existence on January 1, 2002,

that is, was acquired, established, founded or produced by the liquidation or similar discontinuation of a separate subsidiary (unless the Benefits Administration Committee specifically acts in writing to cover such employees);



13

• employees who become employees due to a merger or acquisition (unless the Benefits Administration Committee specifically acts in writing to cover such employees);

• employees who are accruing a benefit under any other tax-qualified defined contribution plan of U.S. Bank or its affiliates; and

• certain employees whose terms and conditions of employment are established by collective bargaining agreements (unless the applicable collective bargaining agreement expressly provides for their participation.

Persons who are not classified by U.S. Bank as an employee on both payroll and personnel records are not eligible to participate in the Plan. This means that leased employees, independent contractors, and similar persons are not eligible. U.S. Bank’s classification of a person is conclusive for the purpose of the foregoing rules. No reclassification shall result in a person being retroactively eligible for benefits under the Plan. Any uncertainty concerning a person’s classification shall be resolved by excluding the person from being eligible. Enrollment If eligible, you will be automatically enrolled with a 2% deferral into one of the Target Retirement Date Fund options based on your date of birth and an assumed retirement at age 65. Each fund is managed to the specific retirement date included in its name (that is, the Target Retirement Date Income Fund, 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050, 2055 and 2060 Fund). You may opt out of contributing to the Plan or you may choose a different deferral rate or investment options at any time by: • Logging onto www.yourbenefitsresources.com/usbank; or • Calling the U.S. Bank Employee Service Center at 800-806-7009 and selecting the 401(k)

option. Service center representatives are available to assist you from 8 a.m. to 8 p.m., Central time, Monday through Friday, except holidays.

For more information, see the “Investment Elections” section. Note: If you do not wish to make contributions to the 401(k) Plan, you need to complete the steps above within five business days after your hire date. If you miss the deadline, you can still make changes or suspend contributions at any time, but any contributions already made must remain in the Plan. If you do change or suspend your contributions, the changes will take place as soon as administratively possible, generally within one or two pay periods. If you decide to enroll at a different deferral rate, you must choose a pre-tax contribution percentage (a percentage of pay before federal and state taxes are deducted) from 1% to 75% (in 1% increments). In addition to deciding how much to contribute, you must also decide how to invest your contributions. You can choose among a wide variety of investment funds. See the “Your Plan Investments” section. Making Contributions or Investment Election Changes You can adjust the investments of your Plan account throughout the year. See the “Deadlines and Effective Dates” section for applicable transaction deadlines. Earlier cutoffs will apply in unusual circumstances or if the New York Stock Exchange closes earlier than 3 p.m., Central time.



14

The processing times indicated in this summary are the times it will normally take to process the indicated transactions. These processing times are not guaranteed and are subject to change. Many events could delay the processing of particular requests including unusual market events, unavailability of mutual fund data, improper instructions, systems failures, and unusual transaction volumes. While the Plan administrator will do its best to be sure that transactions are processed according to this schedule, neither the Plan nor the Plan administrator is liable for failure to process by the times indicated. If you make more than one change of the same nature before the deadline, only your last change before the deadline will become effective. For example, if you change your contribution percentage to 3% on March 18, and then make another change to 4% on March 23, the change to 4% will take effect on April 1. Call the U.S. Bank Employee Service Center or access the U.S. Bank Retirement Program Web site to make changes to your Plan account. Your Contributions Each pay period, you can contribute up to 75% of your “401(k) Savings Plan Compensation.” This contribution level is subject to the maximum dollar limit set by federal law. Your 401(k) Savings Plan Compensation equals your wages for federal income tax withholding purposes plus any pre-tax contributions you make to the Plan, to a cafeteria plan for medical and other welfare benefits, and to medical and dependent care spending accounts. Your 401(k) Savings Plan Compensation does not include any merchandise, the value of stock awards, severance payments, expense allowances, payments of deferred compensation, retention bonuses, long term cash incentive awards, long-term disability pay, insurance or health assessment awards, or any other welfare or fringe benefit. For simplicity, this summary sometimes uses the word “pay” to refer to your 401(k) Savings Plan Compensation. Any pay received more than thirty days after your termination of employment is not considered 401(k) Savings Plan Compensation. Annual Contribution Increase You have the option to have your contribution rate increased each year by electing an annual rate increase and a target contribution rate. For example, you are currently contributing 2% of your eligible pay but would like to gradually increase that to 10%. Through this feature, you may elect an annual rate increase of 2% each year for the next four years until you reach your goal of 10%. Contribution increases must be elected by December 1 in order for your annual increase percentage to occur on your paycheck for January 15 of the following year. To elect the annual increase feature, log onto the U.S. Bank Retirement Program Web site or call the U.S. Bank Employee Service Center. Legal Limits Federal law limits the amount of money you can contribute on a pre-tax basis to all tax-deferred savings plans during a year, including the Plan and the plans of other employers. This annual limit is known as the “402(g) limit” because of the section of the Internal Revenue Code that describes the limitation. For 2012, this limit is $17,000. After 2012, the limit may be periodically adjusted for changes in the cost of living as required by federal law.


15

It is your responsibility to monitor the 402(g) limit if you contributed to another 401(k) plan through a former employer during the calendar year. If you do exceed the 402(g) limit for the Plan year, you must contact the U.S. Bank Employee Service Center at 800-806-7009 prior to March 31 of the following Plan year to receive a refund. You should consult your tax advisor if you have any questions. Once your pre-tax contributions reach the 402(g) limit, payroll deductions will automatically stop, unless you are eligible to make age 50 catch-up contributions. For more information see the “Age 50 Catch-Up Contributions” section. Federal law also limits the amount of pay that can be taken into account in determining your matching contributions. For 2012, the compensation limit is $250,000. This limit is also subject to adjustment for changes in the cost of living. A small number of employees may be affected by an annual limit on the total amount that can be added to their Plan accounts. You will be notified if your contribution must be reduced or refunded. Finally, the pre-tax contributions and matching contributions of some highly compensated employees may have to be reduced to satisfy rules establishing a maximum difference between the average contributions of highly compensated employees and the average contributions of other employees. For this purpose, highly compensated employees are generally employees whose pay in the prior year exceeded a threshold amount. For 2012, the prior year (2011) pay threshold is $110,000. The threshold amount is adjusted periodically for increases in the cost of living as required by federal law. Advantages of Pre-Tax Saving An important feature of the Plan is that it allows you to make your contributions with pre-tax dollars. This means that you do not pay current federal – and in most cases, state – income taxes on the money you contribute, or on the earnings on your contributions. Your contributions are, however, subject to social security (FICA) taxes. Because you contribute on a pre-tax basis, saving for the future actually helps you reduce your current taxes. Of course, you will have to pay taxes when you take your money out of the Plan (or, if you roll the money to an IRA, when you take it out of the IRA). At that time, you may qualify for more favorable tax treatment, but that is not always the case. We encourage you to discuss your individual circumstances with your personal tax advisor to determine the likely tax effects to you of participation in the Plan.


16

Example This example illustrates the near-term advantages of pre-tax savings. The employee in this example is married, and files a joint income tax return. State income taxes are not included in this example. With a Conventional Savings

Account With the 401(k) Savings Account

Employee earns $25,000 $25,000 Employee’s pre-tax savings - 0 - 1,500 Taxable pay $25,000 $23,500 Assumed federal tax (10%) - 2,500 - 2,350 Social security tax (7.65%) - 1,913 - 1,913 After-tax savings - 1,500 0 Employee’s net take-home pay $19,087 $19,237 By saving $1,500 in the Plan rather than in a conventional savings account, this employee gets an immediate tax break that results in a $150 increase in take-home pay for the year. That means the employee contributes $1,500 a year, but — because of the tax savings advantage of the Plan — has a net cost of only $1,350 ($1,500 – $150 = $1,350). The higher the tax bracket, the greater the savings. Employees who pay no income tax will have no tax savings. How the Plan Affects Your Pay The percentage of pay you choose to contribute to the Plan is deducted each pay period. Therefore, the dollar amount of your contributions will automatically increase if your salary increases or decrease if your salary decreases. The dollar amount may also change on account of overtime, commissions, bonus pay (other than retention bonuses), awards and incentive pay (other than long-term cash incentive awards). If you are expecting a change in your pay and want to change the percentage of your contribution, be sure to refer to the “Deadlines and Effective Dates” chart. Example You have annual 401(k) Savings Plan Compensation of $24,000 and elect to contribute 4% to the Plan. From your semi-monthly 401(k) Savings Plan Compensation of $1,000 ($24,000 divided by 24 pay periods), $40 is deducted for your Plan account ($1,000 multiplied by .04). If you receive a $500 bonus during any pay period and the full bonus amount is determined to be 401(k) Savings Plan Compensation, a total of $60 will be deducted from your compensation for that pay period: $1,000 + $500 = $1,500; $1,500 x .04 = $60. Age 50 Catch-Up Contributions In the year you attain age 50 and in each subsequent year, you may be eligible to make a “catch-up” contribution. A catch-up contribution is a contribution greater than the 402(g) limit. To be eligible to make a catch-up contribution, you must be at least age 50 by the end of the year for which the contribution is being made, and you must have contributed the maximum amount of elective contributions permitted under the 402(g) limit. Federal law limits catch-up contributions to $5,500 in 2012. This limit is subject to adjustment for changes in the cost of living.


17

You do not have to make an election to make a catch-up contribution if you will reach the 402(g) limit. The Plan provides that when a qualifying participant reaches the 402(g) limit, catch-up contributions will begin at the same percent as the participant’s current elective contributions. To get the maximum catch-up contribution, a participant only needs to make sure that he or she contributes at a high enough percentage to contribute both the maximum amount of elective contributions and the maximum catch-up contribution. Example Suppose in 2012 you are over age 50, have 401(k) Savings Plan Compensation of $60,000, and elect to contribute 40% of your pay. The 402(g) limit for 2012 is $17,000 and the elective contributions you make will reach this amount in September. After you reach the 402(g) limit, deductions will continue to be taken out of your pay at the 40% rate through mid-December when your contributions total $22,500, including regular contributions of $17,000 and catch-up contributions of $5,500. If you are eligible but do not want to make a catch-up contribution, you will need to do one of the following: • reduce the percent of pay that you contribute for your elective contribution so that you do not

reach the 402(g) limit; or • reduce the percent of pay that you contribute to the Plan to zero once you reach the 402(g)

limit. Remember, unless you are contributing the maximum amount of elective contributions permitted under federal law (the 402(g) limit), you are not eligible to make a catch-up contribution. Rollover Contributions Under special rules, you can deposit (“roll over”) the taxable portion of your distribution from certain other retirement savings programs into the Plan. You may not roll over any after-tax contributions or Roth 401(k) contributions into the Plan. Such other programs include other tax-qualified pension, savings or profit-sharing plans, certain plans maintained by tax-exempt employers, and certain plans maintained by state and local governments. If you are actively employed by U.S. Bank, you can make a rollover contribution in two ways: • make a direct rollover (by check payable to the U.S. Bank 401(k) Savings Plan); or • receive a payout (by check payable to you) and deposit any of the taxable portion into the Plan

(by check payable to the U.S. Bank 401(k) Savings Plan) within 60 days after you receive it. Any money you roll over to the Plan will be credited to a special rollover source in your account. You can postpone paying income taxes on your rollover contributions and their earnings as long as they stay in this or another qualified plan or IRA. If you want to make a rollover contribution to the Plan, the Plan administrator will review your request to make sure your rollover deposit would not be a risk to the Plan’s tax-qualified status. The amount of money you roll over into the Plan is not eligible for the U.S. Bank matching contribution. To roll over qualified savings into the Plan, call the U.S. Bank Employee Service Center or access the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank to request the appropriate form. You should contact the Service Center prior to requesting a distribution from your prior employer's plan.



18

Voluntary After-Tax Contributions You may not make voluntary after-tax contributions to the Plan, but your account may contain such funds if you made after-tax contributions to a predecessor plan. The Plan administrator will account for any such funds separately, since you have already paid tax on them. For information on taking distributions of after-tax funds, see the “After-Tax Withdrawals” section. Matching Contributions To help your savings grow, U.S. Bank will match your contributions $1 for each $1 you contribute, up to 4% of your eligible pay. This means you could have a matching contribution of up to 4% of your eligible pay added to your Plan account. This contribution is added to your account annually on a tax-deferred basis and is automatically invested in the U.S. Bancorp ESOP Stock Fund. After the matching contribution is made, you can change how it is invested at any time. Rollover contributions are not eligible for the match. The annual matching contribution is based on the actual total dollar amount you contribute during the year as a percentage of your total eligible 401(k) Savings Plan Compensation for the year. Matching contributions are contributed to your account after the end of the Plan year in which your contributions are made. For example, your match based on your 2012 contributions and pay will be deposited to your account in January 2013. Match Eligibility You will be eligible for employer matching contributions on the first day of the month after you have completed one full year of service in which you are credited with working at least 1,000 hours. Matching contributions will be credited on eligible 401(k) contributions made on and after the first day of the month following completion of this one-year service requirement. This means that if you contribute the IRS annual maximum amount allowed ($17,000 in 2012) before you become eligible for matching contributions, you will not receive any matching contributions for that year. Therefore, you should carefully consider the amount and timing of your 401(k) contributions during the first 12 months of your participation. Once you meet the initial eligibility requirements for the employer matching contribution, you will continue to be eligible in future years regardless of the number of hours you work, assuming you contribute to the Plan and meet all other eligibility criteria. Compensation received prior to the date you became eligible for employer matching contributions is not included in eligible pay for determining your matching contribution. Service You complete one year of service after twelve months of employment with U.S. Bank as long as you have earned 1,000 hours of service during that period. If you earn fewer than 1,000 hours of service during that period, you will complete the one year service requirement at the end of any subsequent calendar year in which you earn at least 1,000 hours of service. You earn an hour of service for each hour U.S. Bank pays you to work. You also earn hours of service when you are on certain paid or unpaid authorized leaves of absence, as follows: • For paid leaves, such as vacation, holiday, illness (sick time), jury duty, and short-term

disability, you earn an hour of service for each hour you normally would have been scheduled to work.


19

• For an unpaid military leave from which you return to work within the time limits required by law, you earn one hour of service for each hour you normally would have been scheduled to work.

Former Employees who are Rehired If you are a rehired employee and you met the initial employer matching contribution eligibility requirements during your prior employment with U.S. Bank, you will be immediately eligible for the employer matching contribution assuming you contribute to the Plan and meet all other eligibility criteria. If you were not eligible to receive employer matching contributions during your prior employment with U.S. Bank and are later reemployed, then you must satisfy the eligibility requirements. These rules can be found in the “Match Eligibility” section. Other Contributions In addition to the U.S. Bank matching contributions in this section, the Plan allows U.S. Bank to make discretionary matching contributions. Any such contributions would be allocated in proportion to each participant’s pre-tax contributions. Matching Contributions – Examples*

* These examples do not include any investment gains or losses.

You were hired on August 15, 2011 and have 401(k) Savings Plan Compensation of $25,000. You became eligible to contribute on your hire date. You elected to contribute 4% of pay starting with your September 15, 2011 pay. You did not receive a match for 2011 because you were not eligible for matching contributions until September 1, 2012. At the end of 2012, U.S. Bank will contribute $333 for the year - $1 for every $1 you contributed, up to a total of 4% of your eligible pay (that is, pay earned from September 1, 2012 through December 31, 2012) to your account balance.

You were hired on March 1, 2000 and have been actively participating in the Plan since you were first eligible. In 2012, you have 401(k) Savings Plan Compensation of $25,000 and elect to contribute 4% of pay to the Plan. U.S. Bank will contribute $1,000 for the year ($1 for every $1 you contributed, up to a total of 4% of your pay) to your account balance.

Eligible Plan Compensation of $25,000 Eligible Plan Compensation of $25,000 September – December 2011 Pre-Tax Contribution

$333 January – December 2012 Pre-Tax Contribution

$1,000

Annual Matching Contribution for 2011

$0 Annual Matching Contribution for 2012

$1,000 (4% of $25,000)

Total Contributions for 2011 $333 Total Contributions for 2012

$2,000

January - December 2012 Pre-Tax Contribution

$1,000

Annual Matching Contribution for September – December 2012

$333 (4% of $8,333)

Total Contributions for 2012 $1,333


20

Matching Contributions – Examples* You have eligible pay of $100,000 in 2012 and elect to contribute 20%. You would be limited by the $17,000 limit on contributions imposed by federal law. U.S. Bank will contribute $4,000 in employer matching contributions for the year ($1 for every $1 you contributed, up to a total of 4% of your pay) to your account balance.

You have eligible pay of $25,000 in 2012 and elect to contribute 4%. Contributions for the first six months totaled $500. Starting in July, you increase your contribution rate to 6% of pay. Contributions for the next six months totaled $750. You contributed $1,250 ($500 + $750) or 5% of eligible compensation for the year. U.S. Bank will contribute $1 for every $1 you contributed, up to 4% of pay. Your total annual matching contribution is $1,000.

Eligible Plan Compensation of $100,000 Eligible Plan Compensation of $25,000 January – December 2012 Pre-Tax Contribution

$17,000 January – June 2012 July – December 2012 Total Pre-Tax Contribution

$500 $750 $1,250


$4,000 (4% of $100,000)


$1,000 (4% of $25,000)

Total Contributions for 2012

$21,000 Total Contributions for 2012

$2,250

* These examples do not include any investment gains or losses. The following chart shows how the U.S. Bank matching contribution would affect an employee’s total annual contribution at various employee contribution levels, assuming the employee met the eligibility requirements to receive the matching contribution and assuming the employee had $25,000 of 401(k) Savings Plan Compensation: If pre-tax contribution is:

Dollar amount contributed by employee equals

U.S. Bank matching contribution would be

For a total annual deposit of

1% $250 $250 $500 2% $500 $500 $1,000 3% $750 $750 $1,500 4% $1,000 $1,000* $2,000 5% $1,250 $1,000* $2,250 6% $1,500 $1,000* $2,500 10% $2,500 $1,000* $3,500 16% $4,000 $1,000* $5,000

* Remember, the maximum matching contribution for this employee would be $1,000 (100% of the employee’s contributions to the Plan up to the first 4% of 401(k) Savings Plan Compensation). Important Note: Your receipt of any matching contributions can be affected by your salary and pre-tax elections. You will not receive a match on any contributions made prior to your eligibility for matching contributions. If you contribute the IRS maximum allowed amount ($17,000 in 2012) before you are eligible for matching contributions, you will not receive any matching contributions for that year.


21

Your Plan Investments The Plan offers you a choice of a wide variety of investment funds. The funds are a mix of passively managed index funds, actively managed funds and target retirement date funds. The Plan also offers a Stable Value Fund which is a fixed income fund that invests in a diversified portfolio of investment contracts selected from high quality insurance companies and institutions, and other eligible stable value investments. An additional investment is the U.S. Bancorp ESOP Stock Fund which invests primarily in U.S. Bancorp common stock. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You are responsible for the investment of your account. You can make investment elections from time to time for both the assets currently in your accounts and for your future contributions to the Plan. Therefore, it is important that you review information about the investments. Fund fact sheets and prospectuses are available by logging onto www.yourbenefitsresources.com/usbank or by calling the U.S. Bank Employee Service Center. Please note, not all funds have prospectuses. The following pages provide information on the investments. Fixed Income Fund:

• Stable Value Fund Bond Funds:

• Bond Index Fund • Active Bond Fund

Target Retirement Date Funds:

• Target Retirement Income Fund • Target Retirement Date 2010 Fund • Target Retirement Date 2015 Fund • Target Retirement Date 2020 Fund • Target Retirement Date 2025 Fund • Target Retirement Date 2030 Fund • Target Retirement Date 2035 Fund • Target Retirement Date 2040 Fund • Target Retirement Date 2045 Fund • Target Retirement Date 2050 Fund • Target Retirement Date 2055 Fund • Target Retirement Date 2060 Fund

Large Cap Equity Funds:

• US Large Cap Equity Index Fund • Active US Large Cap Equity Fund

Small-Mid Cap Equity Funds:

• US Small-Mid Equity Index Fund • Active US Small-Mid Equity Fund



22

International Equity Funds: • International Equity Index Fund • Active International Equity Fund

Company Stock Fund:

• U.S. Bancorp ESOP Stock Fund (USB) NOTE: The Piper Jaffray Stock Fund (PJC) remains an investment option in the Plan for any dollars already invested in this fund. No new dollars may be invested or transferred into the Piper Jaffray Stock Fund. Participants may only transfer out of this fund. Each fund has a different earning potential and level of risk. It is up to you to choose the combination of earnings potential and investment risk that best matches your needs and investment tolerance. See the “Plan Investment Options” section for a brief description of the funds and their investment risks. Appendix A to this summary shows the performance results for each of the investment funds. Some Plan expenses are paid by U.S. Bank, and some are paid by the Plan. Expenses paid by the Plan reduce fund investment returns. As a result, rates of return on investments in the Plan will not exactly match the rates of return on investments made outside of the Plan. Keep in mind, however, that investments in the Plan are tax-deferred, unlike many investments outside the Plan. For further information on Plan expenses, see the “Fees and Expenses” section. Selection of Plan Investments The Compensation Committee (appointed by the Board of Directors of U.S. Bancorp) has the responsibility for selecting the investment funds offered under the Plan. The Compensation Committee from time to time may revise the investment funds offered under the Plan by adding or deleting funds that are available for investment. The Compensation Committee may also delegate its authority to select investments. Your Responsibility for Your Investments (Section 404(c) of ERISA) The Plan is intended to constitute a plan as described in Section 404(c) of the Employee Retirement Income Security Act of 1975 (ERISA) and Title 29 of the Code of Federal Regulations Section 2550.404c-1. Since you will be choosing how to invest your account, you will be responsible for any investment losses resulting from your investment elections. The fiduciaries of the Plan and U.S. Bank and its affiliates will not be liable for these losses. Information regarding Plan investments is available in each fund’s fact sheet and the prospectuses for the mutual funds. You may review the fund fact sheet or prospectus for an investment fund, or request a copy, by contacting the U.S. Bank Employee Service Center at 800-806-7009 or logging on to the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank. Please note, not all funds have a prospectus. In addition, upon request to the U.S. Bank Employee Service Center, the following additional information will be provided to you or your beneficiary about the investments: • a description of the annual operating expenses of each investment (e.g., investment

management fees, administrative fees, transaction costs) which reduce your rate of return; • copies of any prospectuses, financial statements and reports, and of any other materials relating

to the investments to the extent such information is provided to the Plan; • a list of the assets comprising each investment;



23

• information concerning the current value of the investments, as well as their past and current investment performance; and

• information concerning the value of the mutual fund or common stock shares or units held in your account.

Investment Restrictions Under the Plan, the Benefits Administration Committee (the “Committee”) may adopt any rule that (i) is not in conflict with the Plan, (ii) is necessary for administering the Plan, or (iii) is required in order to carry out the provisions of the Plan. Under this authority, the Committee may impose such investment and trading restrictions as it deems appropriate to achieve the goals of the Plan. In addition, to the extent a fund imposes a trading restriction on investors in the fund that temporarily restricts your ability to direct or diversify the assets in your account, to obtain a loan, or to obtain a distribution, such a trading restriction is an integral part of and is incorporated into the Plan. Moreover, a fund or the Plan may impose a fee on certain trading, such as moving quickly into and out of a fund. You should review the prospectus or fund fact sheets for each fund to determine if the fund (i) imposes any trading restrictions on your ability to move into or out of the fund, or (ii) imposes any fees on certain trades. U.S. Bank’s policy is that the 401(k) Savings Plan not be used as a vehicle for excessive short-term trading of funds, including short-term trading done to take advantage of either stale pricing or pricing anomalies in the net asset value of the investment funds available in the Plan. In order to minimize the negative effects of short-term trading, the Plan has implemented restrictions on trade activities for the investment funds in the Plan. Purchase Block The funds within the U.S. Bank 401(k) Savings Plan are subject to purchase blocks. Participants who transfer or reallocate any amount from any of the investment funds in the Plan, will be blocked for 30 or 60 calendar days, depending on the fund, before they can reallocate or transfer any amount back into that fund. The following U.S. Bank 401(k) Savings Plan funds are subject to a 30-day purchase block:

• Stable Value Fund • Active Bond Fund • Target Retirement Date Income Fund • Target Retirement Date 2010 Fund • Target Retirement Date 2015 Fund • Target Retirement Date 2020 Fund • Target Retirement Date 2025 Fund • Target Retirement Date 2030 Fund • Target Retirement Date 2035 Fund • Target Retirement Date 2040 Fund • Target Retirement Date 2045 Fund • Target Retirement Date 2050 Fund • Target Retirement Date 2055 Fund • Target Retirement Date 2060 Fund • Active US Large Cap Equity Fund


24

• Active US Small-Mid Equity Fund • Active International Equity Fund • U.S. Bancorp ESOP Stock Fund

The following U.S. Bank 401(k) Savings Plan funds are subject to a 60-day purchase block:

• Bond Index Fund • US Large Cap Equity Index Fund • US Small-Mid Equity Index Fund • International Equity Index Fund

Exclusions The purchase block restrictions do not apply to new contributions, loans, loan payments, withdrawals, distributions or rollovers. Redemption Fees As long as you are invested in a fund for the long term, you generally will not need to be concerned about redemption fees. These fees are designed to discourage excessive in-and-out trades and to reimburse the costs incurred to the funds from such trades. Some funds impose redemption fees on activities that move money out of a fund before a minimum period of time, known as a holding period. The fees apply only to transfers. The fees do not apply to other plan activities, such as:

• Contributions • Withdrawals • Loans • Loan repayments

Redemption fees are deducted from the amount you take out of a fund. Example: You transfer $5,000 out of a fund that you moved money into for the first time only 10 days ago. This fund carries a 2% redemption fee for transfers made before the 60-day holding period ends. Thus, a $100 redemption fee is assessed, and $4,900 is transferred. When you submit a request to move money out of a fund, any money held in the fund longer than the holding period is taken first. This minimizes the chance of any redemption fees on your transactions. Example: You have $10,000 in the International Equity Index Fund for the whole year. You elect to transfer $5,000 into the International Equity Index Fund today. A few days later, you transfer $8,000 out of the International Equity Index Fund, but the monies being transferred out are not subject to the redemption fee because the $8,000 comes from monies that have been in the fund longer than the 60 day holding period. Monies first into the fund are the first monies out (FIFO) of the fund when you elect to transfer monies out of the fund. The holding periods and redemption fee percentages may vary with each fund. Some funds have different levels of fees, so that a higher penalty may occur if money is transferred in a shorter time.


25

Risk of Loss The Plan allows you to direct the investment of your account. Your account is subject to investment risk. As with all market-based investments, earnings are not guaranteed and you could lose money. You have the entire responsibility for all consequences of your investment directions under the Plan. Investment in U.S. Bancorp common stock or Piper Jaffray common stock through the Plan involves risks, including the risk that the value of the stock will fall below the price you paid to acquire it, in which case you may lose all or a portion of what you invested by purchasing stock through the Plan. In addition, investing in U.S. Bancorp common stock or Piper Jaffray common stock means that portion of your investment is not diversified among a variety of investments (such as is the case in most mutual funds), but rather is concentrated in a single investment. As with any investment, the past performances of U.S. Bancorp common stock and Piper Jaffray common stock are not a guarantee or indicator of future results. Accumulation of Retirement Assets The amount that accumulates in your Plan account in any given year and over time depends on many factors, including how much you contribute, how long you are in the Plan, Plan and fund expenses, your asset allocation and the performance of the investment options you select. The Plan uses a unitized accounting method to present the balances in your account. Your investments are listed in units rather than shares of stock or units of a specific mutual fund. Each unit consists of shares of that fund’s securities plus a small amount of cash. At the close of each business day, a new unit value is calculated that reflects gains and losses as the market dictates, the value of any cash held in the account, and any plan fees or expense activity. You will notice that unit values used for your account do not correlate to the share values you may see in various financial publications; the unit price is determined specifically for the Plan, based on the investments and cash held on your behalf. The following are questions for you to consider: How long until I retire? In general, the longer you have until retirement, the more aggressive you can afford to be in your investments. Over time, stock investments have historically tended to outperform other investments such as bonds. However, there may be sharp swings in the value of particular stocks over shorter periods, and whether the stock of any given company or any particular mutual fund will increase or decrease over time is impossible to determine in advance. How much do I need? Most financial planners suggest aiming for 60% to 85% of your current income during retirement, but how much you need may vary depending on your personal circumstances.

Fund Holding Period Redemption Fee

International Equity Index Fund 60 days or less 2%


26

How much risk can I tolerate? Some people simply cannot stand to see the value of their investment fall – even for short periods of time. Others can take short-term swings in stride. Choose the investments that you will be comfortable with. To help you design an investment strategy you are comfortable with, you can invest your Plan dollars in one or any combination of Plan funds. Your investments must be in multiples of 1% and must total 100%. Discuss your questions about allocating your account among the available investment funds with a financial advisor who is familiar with your personal circumstances. Information about the fund objectives for each investment fund can be found in the “Plan Investment Options” section. For additional information about these funds (other than the U.S. Bancorp ESOP Stock Fund and the Piper Jaffray Stock Fund), including their fees and expenses, see the fund prospectuses and/or fund fact sheets. The fund prospectuses and/or fund fact sheets can be requested by calling the U.S. Bank Employee Service Center or accessing the U.S. Bank Retirement Program Web site. Note the following about Plan investment funds: Plan investments are not FDIC insured, are not deposits or obligations of or guaranteed by any bank, and involve risks, including possible loss of principal invested. As with any investment, the past performance of the investment funds in the Plan is not a guarantee or necessarily indicative of future results. Participants in the Plan are responsible for their own investment decisions. The information contained in this summary is not intended to be, and does not constitute, investment advice or an endorsement of any particular method of investing. If you have any questions or concerns about making your investment elections, you should consider consulting a financial professional. Plan Investment Options For additional information on the investment funds in the Plan, view the fund fact sheets and prospectuses for the funds at www.yourbenefitsresources.com/usbank. Please note, not all funds have a prospectus. Fixed Income Fund: Stable Value Fund This fund, managed by Galliard Capital Management, is a conservative investment option that seeks to provide safety of principal and a stable credited rate of interest, while generating competitive returns over time compared to other conservative investments. The fund will pursue its objective through the active management of a diversified portfolio of investment contracts, issued by selected high quality insurance companies and financial institutions, and other eligible stable value investments. Bond Funds: Bond Index Fund (Vanguard Total Bond Market Index Fund Institutional Shares, VBTIX) This fund invests in fixed income securities with an objective to achieve a return equal to the Barclays Capital Aggregate Bond Index.

Not FDIC Insured No Bank Guarantee May Lose Value



27

Active Bond Fund (PIMCO Total Return Institutional Fund, PTTRX) This fund invests in fixed income securities with an objective to achieve a return higher than the Barclays Capital Aggregate Bond Index. Note: The principal risk of bond funds is that value could decline due to rising market interest rates. Target Retirement Date Funds: These funds seek to meet a unique objective by investing in a mix of Vanguard funds representing various asset classes which include both equity securities and fixed income that gradually become more conservative as the target retirement date approaches. For more information on the Target Retirement Date Funds, see the “Investment Elections” section. Target Retirement Date Income Fund This fund seeks to provide current income and some capital appreciation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors currently in retirement. Target Retirement Date 2010 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2010 (the target year). Target Retirement Date 2015 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2015 (the target year). Target Retirement Date 2020 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2020 (the target year). Target Retirement Date 2025 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2025 (the target year). Target Retirement Date 2030 Fund. This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2030 (the target year).



28

Target Retirement Date 2035 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2035 (the target year). Target Retirement Date 2040 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2040 (the target year). Target Retirement Date 2045 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2045 (the target year). Target Retirement Date 2050 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2050 (the target year). Target Retirement Date 2055 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2055 (the target year). Target Retirement Date 2060 Fund This fund seeks to provide capital appreciation and current income consistent with its current asset allocation. The trust invests in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire and leave the work force in or within a few years of 2060 (the target year). Large Cap Equity Funds: US Large Cap Equity Index Fund (Vanguard Institutional Index Fund Institutional Plus Shares, VIIIX) This fund invests in the equity securities of large companies with an objective to achieve a return equal to the S&P 500 Index. Active US Large Cap Equity Fund This actively managed fund consists of approximately 34% Rainier Large Cap Equity Portfolio Fund, 33% NWQ Large Cap Value Fund and 33% Winslow Large Cap Growth Fund. It invests in the equity securities of large companies with an objective to achieve a return higher than the S&P 500 Index. Note: The fundamental risk of any stock fund is that the value of the stock may decrease.



29

Small-Mid Equity Funds: US Small-Mid Equity Index Fund (Vanguard Extended Market Index Fund Institutional Shares VIEIX) This fund invests in the equity securities of small to mid-size companies with an objective to achieve a return equal to the S&P Completion Index. Active US Small-Mid Equity Fund This actively managed fund consists of approximately 25% CRM Small/Mid Cap Value Fund (CRIAX), 25% TBC Small/Mid Cap Value Equity Fund, 25% TCM Small-Mid Cap Growth Fund (TCMMX) and 25% William Blair Small Cap Growth Fund. The fund invests in the equity securities of small to mid-size companies with an objective to achieve a return higher than the Russell 2500 Index. Note: Stocks of mid and small-size companies involve substantial risk and may be subject to more erratic price movements than large capitalization companies. International Funds: International Equity Index Fund (Vanguard Developed Markets Index Fund Institutional Shares, VIDMX) This fund invests in the equity securities of non-U.S. companies with an objective to achieve a return equal to the MSCI EAFE Index. Active International Equity Fund This actively managed fund consists of approximately 34% SSgA Active International Alpha Select Class C Fund, 33% Dodge & Cox International Stock Fund (DODFX) and 33% Lord Abbett International Core Equity Fund (LICYX). The fund invests in the equity securities of non U.S. companies with an objective to achieve a return higher than the MSCI EAFE Index. NOTE: International investing involves risks not typically associated with domestic investing, including risks of adverse currency fluctuations, potential political and economic instability, different accounting standards, limited liquidity and volatile prices. The risks of international investing are particularly significant in emerging markets. Piper Stock Fund: Piper Jaffray Stock Fund The Piper Jaffray Stock Fund invests primarily in Piper Jaffray common stock, so the fund’s return will directly reflect the performance of Piper Jaffray common stock. The fund’s objective is to provide long-term capital growth through the ownership of Piper Jaffray common stock. The fund is not diversified, as it invests in the stock of a single company, Piper Jaffray. The fund therefore has a higher level of risk than some other investment options. Returns will vary significantly from year to year and price fluctuations will be greater. The fundamental risk of any stock fund is the risk that the value of the stock may decrease. The performance of the fund will depend primarily on the performance of Piper Jaffray common stock and the overall performance of the stock market. It is anticipated that the portion of the fund not invested in Piper Jaffray common stock will be predominantly invested in cash and cash equivalents, and that these investments generally will not exceed 1.5% of the fund’s total assets.



30

This fund is an investment option in the Plan for dollars already invested in this fund. No new dollars may be invested or transferred into this fund. Company Stock Fund: U.S. Bancorp ESOP Stock Fund The primary purpose of the U.S. Bancorp ESOP Stock Fund (Employee Stock Ownership Plan Fund) is to allow employees an opportunity to invest in U.S. Bancorp and not to provide retirement income or investment gains. The U.S. Bancorp ESOP Stock Fund invests primarily in U.S. Bancorp common stock, so the fund’s return reflects the performance of U.S. Bancorp common stock. U.S. Bancorp common stock is purchased on the open market by the Trustee at the then current market prices. The fund’s investment objective is to provide long-term capital growth through the ownership of U.S. Bancorp common stock. The fund is not diversified, as it invests in the stock of a single company, U.S. Bancorp. The fund therefore has a higher level of risk than other investment options. Returns will vary significantly from year to year and price fluctuations will be greater. The fundamental risk of any stock fund is the risk that the value of the stock may decrease. The performance of the fund will depend primarily on the performance of U.S. Bancorp common stock, investor confidence in bank stocks in general, and the overall performance of the stock market. It is anticipated that the portion of the fund not invested in U.S. Bancorp common stock will be predominantly invested in cash and cash equivalents, and that these investments generally will not exceed 1.5% of the fund’s total assets. This limited investment in cash is done to facilitate participant requests for withdrawals, distributions and investment transfers. Unitized Shares The U.S. Bancorp ESOP Stock Fund is a unitized fund. This means that investing in the U.S. Bancorp ESOP Stock Fund is not the same as purchasing U.S. Bancorp common stock. When you invest in the U.S. Bancorp ESOP Stock Fund, you are purchasing units of a fund composed primarily of U.S. Bancorp common stock, along with some cash or short-term cash equivalents. This means you do not directly own U.S. Bancorp common stock but rather units of the fund. The fund holds a small portion of the assets in cash or short-term cash equivalents to facilitate participant requests for withdrawals, distributions, and investment transfers. Investment Transfers You should not elect to transfer amounts into or out of the U.S. Bancorp ESOP Stock Fund if you are aware of material non-public information concerning U.S. Bancorp. Some officers of U.S. Bancorp are subject to restrictions on their ability to transfer amounts into or out of the U.S. Bancorp ESOP Stock Fund. See the “Limitations on Transfers and Resales of U.S. Bancorp Common Stock” section. Payment of Dividends Cash dividends are paid on U.S. Bancorp common stock as determined by U.S. Bank’s Board of Directors. Dividends are either reinvested in the U.S. Bancorp ESOP Stock Fund or passed directly through the fund to participants, at the election of each participant. Dividends are allocated based on the opening balance in the U.S. Bancorp ESOP Stock Fund on ex-dividend date (the ex-dividend date is generally two business days before the dividend record date).



31

You choose whether dividends paid on shares attributable to amounts you have invested in the U.S. Bancorp ESOP Stock Fund will be reinvested in the ESOP Stock Fund or paid directly to you. If you do not make an election, the dividends will be automatically reinvested in the U.S. Bancorp ESOP Stock Fund. Dividends paid directly to you by the Plan are considered taxable income in the year received, and you will be liable for any taxes payable on dividends paid directly to you. Because no withholding taxes are taken from the dividend payments, you may not have enough taxes withheld during the year to satisfy your tax liability. Such dividends are not subject to early withdrawal penalties even though they are paid to you by the Plan. A 1099-R will be sent to you in January representing the dividends paid to you in the prior year. If you wish to change your dividend election, call the U.S. Bank Employee Service Center at 800-806-7009 or logon to www.yourbenefitsresources.com/usbank.




32

Investment Elections Your Initial Election You will be automatically enrolled in the Plan and, if you do not select a fund, 2% of your pay will be contributed to the Plan and invested in a default fund which has been selected by the Compensation Committee of U.S. Bank for the Plan. Before an employee is automatically enrolled, the employee has the option to opt out. You may change the investment of your account and the amount you contribute (including terminating your contribution) at any time. U.S. Bank has selected a default investment to comply with certain qualified default investment alternative provisions under the Employee Retirement Income Security Act (“ERISA”). With respect to contributions invested in a qualified default investment alternative, U.S. Bank and the Plan fiduciaries are not responsible for the future performance of the fund. This section describes the default fund and alerts you that you are able to direct the investment of your account. You may invest your account in a number of different funds. If you do not select one or more of the funds, your account will be invested in the default fund for the Plan which is a group of target date funds managed by Vanguard. The funds are designed to minimize the risk of large losses and provide varying degrees of long-term appreciation and capital preservation through a mixture of stock and bond investments based on a target retirement date. There are twelve target date funds:

• Target Retirement Date Income Fund • Target Retirement Date 2010 Fund • Target Retirement Date 2015 Fund • Target Retirement Date 2020 Fund • Target Retirement Date 2025 Fund • Target Retirement Date 2030 Fund • Target Retirement Date 2035 Fund • Target Retirement Date 2040 Fund • Target Retirement Date 2045 Fund • Target Retirement Date 2050 Fund • Target Retirement Date 2055 Fund • Target Retirement Date 2060 Fund

If you do not select a fund in which to invest your account, your account will be invested in a target date fund based on the year of your birth: • If you were born on or before December 31, 1942, your account will be invested in the Target

Retirement Date Income Fund. • If you were born between January 1, 1943 and December 31, 1947, your account will be

invested in the Target Retirement Date 2010 Fund. • If you were born between January 1, 1948 and December 31, 1952, your account will be




invested in the Target Retirement Date 2030 Fund.


33

• If you were born between January 1, 1968 and December 31, 1972, your account will be invested in the Target Retirement Date 2035 Fund.

• If you were born between January 1, 1973, and December 31, 1977 your account will be invested in the Target Retirement Date 2040 Fund.




• If you were born on or after January 1, 1993 your account will be invested in Target Retirement Date 2060 Fund.

For example, if you were hired in 2012 and your age is 35 at the time you are hired, if you do not select an investment fund, you will be invested in the Target Retirement Date 2040 Fund. Although these are the Plan's default funds, you may invest all or a portion of your account in these funds. For more information on these funds, see the “Your Plan Investments” section. Also see the “Fees and Expenses” section for information relating to fees and expenses for the default funds. Information regarding Plan investments is available in the fund fact sheets and prospectuses. You may obtain a copy by contacting the U.S. Bank Employee Service Center or logging on to the U.S. Bank Retirement Program Web site. Please note, not all funds have a prospectus. Investment Changes The Plan gives you the flexibility to change your investments to suit your personal goals. As a Plan participant you can: • change your investment election for future contributions; • change the investment mix of your current account balance; or • do both. Changing Investment Elections for Future Contributions Once you are participating in the Plan, you can change the way your future contributions will be invested. You can make this change through the U.S. Bank Employee Service Center or the U.S. Bank Retirement Program Web site. See the “Deadlines and Effective Dates” section for applicable transaction deadlines. Changing Investment Elections for Your Current Account Balance Using the U.S. Bank Employee Service Center or the U.S. Bank Retirement Program Web site, you can transfer money between investment funds. This applies to transfers to and from all sub-accounts, including pre-tax, after-tax, rollover, and matching contribution accounts. You may transfer whatever dollar amount you choose out of each fund separately. Therefore, you can move money from one investment fund to one or more other investment funds without affecting all of the other funds in your account. Transactions must be made and transfers confirmed by 3 p.m., Central time, in order for the transfers to be effective the same day. If the New York Stock Exchange is closed or closes earlier than 3 p.m., Central time, on that day, or there are unusual circumstances, earlier cutoffs will be applied.


34

Current account balance investment election changes not confirmed by 3 p.m., Central time, or prior to stock market close, if earlier, will become effective the following business day and valued at the applicable closing market price(s) on the day the changes become effective. Example: Making Changes to Your Account Sam has a current account balance of $5,000, all of which is invested in the Bond Index Fund. Sam decides to diversify his investments. He visualizes his Plan savings as two piles of money – his current account balance and his future contributions. Sam is able to make different investment decisions with each pile. He can: • Change the way his future contributions will be invested. Until now, Sam’s semi-monthly

deductions have all been invested in the Bond Index Fund. Sam decides that from now on, his semi-monthly contribution will be invested in the US Large Cap Equity Index Fund and the Stable Value Fund.

• Change the way his current account balance is invested. He could divide his $5,000 balance in half and invest $2,500 in the Active International Fund and leave $2,500 in the Bond Index Fund.

Sam can change his investment elections in either his current account balance, or his future contributions, or both. Each change must be made separately. Please note: This is a hypothetical example that illustrates Sam’s options and is not intended to encourage any particular mix of funds. See your financial planner if you have any questions about allocating your account balance. All investment funds are subject to trading restrictions, including purchase blocks. See the section entitled “Your Plan Investments” for more information. Notice of Your Rights Concerning Employer Securities Federal law requires U.S. Bank to notify you of your right to sell (also referred to as diversify) your investment in the U.S. Bank common stock fund (the U.S. Bancorp ESOP Stock Fund) and of the importance of diversification. Because you may now or in the future have investments in the U.S. Bancorp ESOP Stock Fund under the U.S. Bank 401(k) Savings Plan, you should take the time to read this notice carefully. When can a participant sell an investment in the U.S. Bank common stock fund? For a number of years, the Plan has met or exceeded the diversification requirements contained in federal law because the Plan allows you to invest in and to sell an investment in the U.S. Bancorp ESOP Stock Fund (and to direct that the funds instead be invested in another investment) at any time. Such a direction is implemented as soon as practical after it is received. Federal law now mandates diversification rights for plans that permit investment in company stock and requires plan sponsors to notify participants of those rights and the importance of diversification. Since the Plan already provides such diversification rights, this notice is a reminder of your rights and an explanation of the importance of diversification of retirement account balances. You have the right to move any portion of your account that is invested in the U.S. Bancorp ESOP Stock Fund into another investment. Subject to any applicable trading limitations, all other investments under the Plan (except the Piper Jaffray stock fund) are available if you decide to diversify out of company stock. You may contact the U.S. Bank Employee Service Center for specific information regarding this right, including how to make this election. In deciding whether to exercise


35

this right, you will want to give careful consideration to the information below that describes the importance of diversification. Is it important to diversify investments? The U.S. Treasury Department has prepared the following model language for inclusion in the notice that must be provided to participants in all plans that offer company stock: To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk. In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerances for risk. Therefore, you should carefully consider the rights described in this notice and how these rights affect the amount of money that you invest in the U.S. Bancorp ESOP Stock Fund through the Plan. It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals. How may I change my investment elections or receive more information? You may change your elections by calling the U.S. Bank Employee Service Center at 800-806-7009 or by logging onto the website at www.yourbenefitsresources.com/usbank. You are responsible for directing the investment of your account. For additional information about investing in company stock, including the potential tax benefits of receiving a distribution in company stock held for a period of time, please see the section entitled “Special Tax Rules for Rollovers of U.S. Bancorp Stock.” For more information regarding the Plan investments (including the U.S. Bancorp ESOP Stock Fund) see the section of this SPD entitled “Plan Investment Options.” Personalized Account Information You can call the U.S. Bank Employee Service Center, or access the U.S. Bank Retirement Program Web site to obtain personalized information, including your account balance, your maximum available loan amount, your maximum available after-tax withdrawal amount and your maximum hardship and non-hardship withdrawal amounts. Current investment fund returns are also available from the U.S. Bank Employee Service Center and the Web site. The U.S. Bank Employee Service Center and Web site information is updated each business day. You have the right to request and receive, free of charge, a paper copy of your account statement. You may print a paper copy of your statement with various date ranges by logging on to the U.S. Bank Retirement Program Web site and printing your statement from the “Print Account Statement” option under the “Savings and Retirement” menu. You may also request that a prior quarter-to-date paper copy be mailed to you by logging on to the Web site, selecting the “Forms



36

and Materials” option under the “Savings and Retirement” menu and then choosing "QTD On Demand Account Statement,” or by calling the U.S. Bank Employee Service Center. Your Potential with the U.S. Bank 401(k) Savings Plan The Plan can help you build a financially secure future. The amount of money you may accumulate in the Plan over the years depends on many factors, including how much you contribute, the performance of the investment funds you choose and how long you are in the Plan. These factors are difficult to predict. However, it may be helpful to look at an example. Assume an employee has pay of $25,000 a year and contributes 4% of pay to the Plan, which is $1,000, and receives a match on that contribution. Assume that this employee continues to contribute 4% each year, the investment funds earn an average investment return of 6% a year, and this person’s pay remains the same year after year. The chart below shows how this account would grow. The solid line represents the employee’s contributions to the Plan, and the dotted line represents the employee’s total account value — which includes employer matching contributions and earnings on the total account. Of course, this example is hypothetical, and there is no guarantee that amounts invested through the Plan will increase by a certain percentage, or at all.

Your Plan Accounts To keep track of the different types of contributions (such as employee contributions or U.S. Bank matching contributions) made to the Plan and investment earnings on those contributions; the Plan has set up various sub-accounts for participants, including: • employee contribution accounts; • matching contribution accounts; • rollover accounts; • voluntary accounts (for after-tax contributions that were previously permitted); and


37

• transfer accounts. You may have all or some of these sub-accounts, depending on the contributions that have been made to your account and whether you participated in a prior plan that merged with this Plan. Funds available for distribution, withdrawal and loans will vary by sub-account. Not all sub-accounts are available for loans or withdrawals. If you have questions, call the U.S. Bank Employee Service Center. Loans and withdrawals will be taken from your sub-accounts in the order determined pursuant to the terms of the Plan. If only part of the amount in a sub-account is needed, amounts will be taken pro rata (in equal proportions) from each investment fund in which that sub-account is invested. 401(k) Plans of Acquired Companies If you participated in a 401(k) plan similar to the Plan at a company that was acquired by U.S. Bank, and that prior 401(k) plan is merged into the Plan, your previous balance will be moved into the appropriate Plan sub-accounts. For example, any after-tax contributions you made to your prior plan will be put into your voluntary account. You will receive more information at the time your former employer’s 401(k) plan is merged with the Plan. Withdrawals from the Plan While Actively Employed While you are actively employed, you may be eligible for five types of withdrawals: • age 59½ withdrawals; • rollover account withdrawals; • after-tax withdrawals; • non-hardship withdrawals; and • hardship withdrawals. Special rules apply to each type of withdrawal. Your participation or eligibility for employer matching contributions in the Plan will not be affected if you take a withdrawal of after-tax contributions, non-hardship withdrawal, age 59½ withdrawal or rollover withdrawal. However, if you receive a hardship withdrawal, you will be unable to contribute to the Plan for six months following the withdrawal. To request a withdrawal, call the U.S. Bank Employee Service Center or access the U.S. Bank Retirement Program Web site. Most withdrawal requests received by 3 p.m., Central time, on any business day will be processed that same day. You may request a distribution via ACH to your checking or savings account or by check. If you request your distribution by check, it will be mailed two business days following processing. You should allow seven to ten days for mail delivery. Investment gains or losses will not accrue after processing. Withdrawals and distributions will be taken from your various sub-accounts in the order determined under the Plan. The last sub-account needed to fund the withdrawal or distribution will have its investments reduced pro rata (in equal proportions). Before you make a withdrawal from the Plan, keep in mind that you must pay taxes on all contributions (other than after-tax contributions) and all earnings that you withdraw from the Plan at the time you withdraw them. Additional federal and state taxes on early withdrawals may also


38

apply. Special tax rules may apply to certain types of withdrawals. An IRS Form 1099-R will be mailed to you to report the amount of your withdrawal and any taxes withheld. We encourage you to consult a tax advisor before withdrawing money from your Plan account. 20% Withholding for Withdrawal As required by IRS regulations, 20% of the total taxable amount of any withdrawal will be automatically withheld and credited toward your annual federal income taxes. This is to help cover the taxes you will owe on the withdrawal amount for that year. Whether or not you receive a refund of any portion of the withholding or you owe additional taxes is determined when you file your personal income tax returns. Additional Tax on Early Withdrawals The IRS requires you to pay an additional 10% early withdrawal penalty on any amounts (other than after-tax contributions) you withdraw while actively employed but before you reach age 59½, unless you use the money to pay for tax-deductible medical expenses, or in certain other limited circumstances. Some states also apply penalties for withdrawals prior to age 59½. Age 59½ Withdrawals After you have reached age 59½, you may withdraw up to the full value of your account for any reason, without restriction. All of the money withdrawn (other than any after-tax contributions you may have in your Plan account) will be considered taxable income. If you elect to withdraw part of your Plan account, the Plan document and Plan administrator will determine the order of sub-accounts and investment funds used for your withdrawal. This money may, however, qualify for special tax treatment that can reduce your tax liability. Rollover Account Withdrawals Your rollover account includes the taxable portion of any distributions from certain other retirement programs that you previously rolled into the Plan. All of the money withdrawn will be considered taxable income, unless it is rolled over to another tax-qualified account. You can withdraw all or part of your rollover account balance. After-Tax Withdrawals Your voluntary account includes any voluntary after-tax contributions you have made, plus any investment earnings on those contributions. Because after-tax contributions were taxed before they were deposited in your Plan account, you do not pay taxes on those contributions when you withdraw them. However, the earnings on those contributions are taxed when you withdraw them. If you withdraw amounts from your voluntary account, your withdrawal may include both after-tax contributions and earnings. You can withdraw all or part of your voluntary account balance. Non-Hardship Withdrawals If you have funds in certain sub-accounts, you can request a non-hardship withdrawal at any time. You can withdraw some or all of: • your rollover sub-account; • your matching sub-account that was classified as “Prior Match #1” if you were a Firstar Thrift

Savings 401(k) Plan participant; • the company match portion contributed prior to 1999 if you were then a


39

U.S. Bank 401(k) Savings Plan participant; and • certain other sub-accounts or portions of sub-accounts holding amounts received from

predecessor plans. For example, amounts attributable to a “Deductible Deposits Account” under the former Firstar Thrift Savings 401(k) Plan may be withdrawn at any time. For a more detailed description of your withdrawal options, access the U.S. Bank Retirement Programs Web site or call the U.S. Bank Employee Service Center and request a “Payment Rights Notice.” Hardship Withdrawals Because of its tax advantages, the Plan must meet withdrawal guidelines established by the federal government. Under these guidelines, you can qualify for a financial hardship withdrawal only if you use the money for one of the following purposes: • costs directly related to the purchase of your primary residence (this does not include mortgage

payments); • payment of post-secondary education expenses (including tuition, related educational fees and

room and board for up to 12 months) for you, your spouse or your dependents; • payment of uninsured and outstanding medical expenses for you, your spouse or your

dependents; • payments necessary to prevent eviction from or foreclosure on your primary residence; • payment for certain burial or funeral expenses for your deceased parent, your spouse or your

dependents; or • payment for certain repairs of damage to your primary residence that would qualify as a

casualty deduction under Section 165 of the Internal Revenue Code. Additionally, to qualify for a hardship withdrawal, you must first use up all other financial resources that are reasonably available from plans maintained by U.S. Bank and its affiliates, including the withdrawal of all after-tax or rollover funds, non-hardship funds, and available loans. The minimum hardship withdrawal is $500. The maximum you can withdraw is the amount you need for your hardship (as stated in your supporting documentation), plus an amount to pay the taxes that are withheld on the withdrawal, up to the maximum amount available in your account for hardship withdrawals under the terms of the Plan. It is important to note that you cannot withdraw any earnings credited after December 31, 1988, on your pre-tax contributions. And if you take a hardship withdrawal, you will not be able to contribute to the Plan for six months following the withdrawal. If you wish to start contributions after your suspension period, you must call the U.S. Bank Employee Service Center at 800-806-7009 or access the Web site at www.yourbenefitsresources.com/usbank to start contributing. To apply for a hardship withdrawal, call the U.S. Bank Employee Service Center or access the U.S. Bank Retirement Program Web site. The Plan administrator will review your request and supporting documentation using government guidelines. If your request is received and approved by 3 p.m., Central time, on any day, it will be processed two business days later. You may request payment via ACH to your checking or savings



40

account or by check. If you request payment by check, it will be mailed two business days following processing. You should allow seven to ten days for mail delivery. If your hardship withdrawal has been approved, but a 401(k) loan becomes available after you applied for your hardship withdrawal, your hardship withdrawal will be denied. You can reapply for your hardship withdrawal after you take your available 401(k) loan. Plan Loans The Plan is designed to help you save for the future. However, you may have important pre-retirement financial needs. To give you one additional way to receive money from the Plan while you are actively employed, U.S. Bank provides a loan feature in the Plan. Unlike a withdrawal, the loan feature gives you access to some of your account without permanently removing it from the Plan. Because you are obligated to repay the loan, the proceeds of the loan are not subject to taxation when you receive them. You can have no more than two loans outstanding at any time. The minimum loan amount is $1,000 and the maximum amount available is the lesser of: • 50% of your total account balance (excluding certain amounts); or • $50,000 minus your highest outstanding loan balance during the past 12 months. The Plan administrator will decide which Plan sub-accounts and investment funds will be available for the loan. Generally, transfer sub-account balances are available only if the plan in which they originated made them available. Also not available for loans are the sub-accounts classified as “Deductible Deposits” under the former Firstar Thrift Savings 401(k) Plan, “Post 98 Bancorp Match” under the U.S. Bank 401(k) Savings Plan, and “Prior Plan #1” under predecessor plans. If you have questions about which of your sub-accounts are available for the loan, please call the U.S. Bank Employee Service Center. The Plan administrator takes money for your loan from sub-accounts in the order designated in the Plan document, and if necessary, pro rata from all investment funds in the last sub-account needed to fund the loan. When Loans Are Available You may request a general purpose loan by calling the U.S. Bank Employee Service Center at 800-806-7009 or accessing the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank. General purpose loan requests made by 3 p.m., Central time, on any business day will be processed the same day. Requests received after 3 p.m., Central time, on any business day will be processed on the next business day. You may request payment via ACH to your checking or savings account or by check. If you request your payment by check, it will be mailed two business days following processing. You should allow seven to ten days for mail delivery. If the loan is for a primary residence, you can repay your loan over a period of up to 180 months. If you do choose to repay your primary residence loan over a period of more than 60 months, you must provide primary residence verification, such as an accepted offer to purchase or a signed purchase agreement, and complete the primary residence loan application. The primary residence loan will not be disbursed until all documentation is approved. Since the IRS monitors loans for the purpose of a primary residence, it is essential that you maintain records (such as canceled checks,



41

copies of check endorsements, bank statements, your closing or settlement statements, and receipts) to prove that all of your 401(k) loan proceeds are used as specified in your application. If you have more than one loan outstanding, your request for a new loan will not be processed until the pay off of one of the outstanding loans has been completely processed which may take up to two pay periods. At the time you request a loan, you will be informed of applicable due dates and timing. Failure to comply with the terms of the loan and any due dates for required documentation may result in a taxable default of your entire loan. Please read the terms carefully. Note that former employees, including those who are currently receiving severance payments, cannot request a new loan. Application Fee There is a $75 non-refundable application fee required for each new loan (amount subject to change). This amount will be deducted from your loan disbursement. The Plan may also charge periodic loan maintenance fees. Interest Rate and Deductions The interest you pay on outstanding loan balances is credited to your account. The interest rate is 1% above the prime interest rate as reported in the Wall Street Journal on the first business day of the month in which you apply for the loan. The interest rate will be fixed for the entire life of the loan. You cannot claim a tax deduction for the interest paid with respect to any loans you take from the Plan, even if you use the loan to finance the purchase of your home. Loan Repayments You repay your loan to your Plan account through payroll deductions. You can repay your loan over a period of up to 60 months. If you use the loan to purchase or construct your primary residence, you can repay your loan over a period of up to 180 months. Your loan repayments are deposited into the Plan sub-accounts from which they were taken and invested in the same manner as your current pre-tax contribution (your election for the investment of future contributions). If your pay is not enough to cover your loan payment, you will be notified on a quarterly basis about your past due amounts. Call the U.S. Bank Employee Service Center for instructions. For certain authorized unpaid leaves of absence, loan payments may be suspended for a period of time beginning after the unpaid leave of absence commences and ending no later than the earlier of (i) the duration of the authorized unpaid leave of absence, or (ii) twelve consecutive calendar months following the calendar month that your authorized unpaid leave of absence began. If your employment with U.S. Bank terminates for any reason, you must repay the entire outstanding loan balance, and any accrued interest, within 90 days following your date of termination. If your termination entitles you to severance benefits payable at regular payroll intervals, repayment of your entire outstanding loan balance and any accrued interest must occur within 90 days following your last severance payment. Different rules apply if your loan was taken prior to certain key dates. If your loan was processed prior to (a) December 31, 1997, from the U.S. Bank 401(k) Savings Plan, or (b) September 1, 1999, from the Firstar Thrift Savings 401(k) Plan, you may continue to make scheduled payments if you leave U.S. Bank. Call the U.S. Bank Employee Service Center for instructions and payment coupons.


42

Outstanding Loan Balance and Default Generally, you will be considered to be in default on your loan if any payment is not made by the last day of the calendar quarter following the calendar quarter in which it was due. If you default, the outstanding balance of your loan (including interest from the time of default) will be treated as taxable income to you. If you default and you are not eligible to take a distribution because you are still an employee, the amount of your loan balance will be treated as a “deemed distribution” and will be subject to current taxation. However, because you are not eligible under the Plan for a distribution, the actual distribution for the default will be delayed until you terminate your employment or otherwise become eligible for a distribution. Prior to the actual distribution of the defaulted loan, you may cure the default by repaying the entire loan (although this will not change the taxable event that occurred at the time of the default). Loan Payoffs If you have an outstanding loan and want to pay it off, you may call the U.S. Bank Employee Service Center, or access the U.S. Bank Retirement Program Web site to request an early loan payoff invoice. Partial prepayments are not permitted. Instructions on the amount of the loan payoff, where to send the payment and the due date of the payment will be included. You must have a coupon/invoice included with your cashier's check or money order in order for it to be processed. Distributions From the Plan if You Are No Longer Employed By U.S. Bank While most retirement plans require that you earn the right to be fully “vested” over a period of time, the Plan has immediate vesting in all Plan sub-accounts. This means you have the right to receive 100% of your account balance if your employment with U.S. Bank terminates for any reason, including voluntary resignation, retirement, disability, reduction in workforce, or death. Please refer to the “Tax Treatment of Distributions from the Plan” section before requesting a distribution. • No paper forms are required. • You may request a distribution by calling the U.S. Bank Employee Service Center at 800-806-

7009 or by accessing the U.S. Bank Retirement Program Web site at www.yourbenefitsresources.com/usbank.

• In the event of your death, your full account balance will be distributed to your beneficiary (or beneficiaries).

• If you participated in another plan that required you to earn vesting and that other plan was merged into this Plan or a predecessor of this Plan, your other plan account may not become fully vested until you have satisfied its pre-merger vesting requirements. Usually, this applies only to persons who left employment before the plans merged.

Form of Distribution The only form of distribution under the Plan is a single lump-sum payment. Generally distributions are made in cash. However, when you take a distribution, you may elect to receive shares of U.S. Bancorp common stock for amounts you have invested in the U.S. Bancorp ESOP Stock Fund and/or shares of Piper Jaffray common stock for amounts you have invested in the Piper Jaffray Stock Fund. You will receive cash for the amounts invested in other investment funds. If you do not make such an election to receive shares of U.S. Bancorp common stock or Piper Jaffray common stock, your distribution will be entirely in cash.



43

You can request your lump sum distribution to be paid partially in cash and the remainder of your account balance payable to an IRA. The Plan allowed other forms of distribution prior to April 1, 2002. If you had already begun to receive installment payments from the Plan prior to April 1, 2002, the installment payments will continue per your original request. When You Become Eligible for a Payout and When Payments Are Made Information about your account will be sent to you about four weeks following the date your termination is processed. (For example, if your last day with U.S. Bank is September 1 and your termination is processed on the September 15 pay date, information will be sent to you at the beginning of October. If for some reason your termination date is not entered until the September 30 pay date, information will not be sent to you until November.) You may request a distribution of your account by calling the U.S. Bank Employee Service Center or accessing the U.S. Bank Retirement Program Web site after your termination has been processed. If you have an outstanding loan when you request a distribution, the outstanding loan balance will become taxable to you if it is not paid off before the distribution is processed. The outstanding loan balance will be treated as a taxable event subject to both taxes and applicable early distribution penalties. Requests received by 3 p.m., Central time, on any business day will be processed that same day. You may request a distribution via ACH to your checking or savings account or by check. If you request your distribution by check, it will be mailed two business days following processing. You should allow seven to ten days for mail delivery. Investment gains or losses will not accrue after the processing date. If you are requesting a distribution of both cash and shares of U.S. Bancorp common stock, and your request is received by 3 p.m., Central time, on any business day, your request will be processed that same day and your check mailed two business days following processing. A statement showing your stock distribution will be mailed from the stock transfer agent approximately two weeks after your cash distribution is issued. If you elect to receive any portion of a distribution in the form of shares of U.S. Bancorp common stock and wish to roll over your distribution to an IRA, you must make sure, in advance, that the IRA will accept shares of stock. Once shares are issued to you, U.S. Bank cannot reverse the transaction. You may be able to roll over all or part of the cash distribution you receive to the U.S. Bank Pension Plan, as long as you are no longer an employee of U.S. Bank and its affiliates and the amount you roll over is at least $5,000. Call the U.S. Bank Employee Service Center for further information. If You Defer Payment If you terminate employment and your account balance does not exceed $5,000, then a lump sum distribution will be made to you as soon as administratively practical following your termination of employment unless you request earlier payment. You may elect to have the distribution paid directly to you or have the distribution rolled over to another retirement plan such as an IRA. At the time of your termination of employment, you will receive further information regarding your distribution rights. If the amount of the distribution is more than $1,000 but less than $5,000, and


44

you do not elect either to have the distribution paid directly to you or have the distribution rolled over to another retirement plan, then your distribution will be rolled over to an IRA with U.S. Bancorp Investments, Inc.* (“USBII”) unless USBII does not accept the amount. If your account balance is rolled over to an IRA with USBII, your rollover funds will be invested in the First American Prime Obligations Fund Class A Shares, a fund designed to preserve principal and provide a reasonable rate of return and liquidity. USBII will charge your account for any expenses associated with the establishment and maintenance of the IRA and with the IRA investments. If you have questions regarding the automatic rollover, you may contact the U.S. Bank Employee Service Center at 800-806-7009. Representatives are available between 8:00 a.m. and 8:00 p.m., Central time, Monday through Friday. If your account balance has been rolled over to an IRA at USBII, you may contact USBII Investments Connect, 800-888-4700 between 7:30 a.m. and 7:00 p.m., Central time, Monday through Friday. If your balance is greater than $5,000, you will be required to take a total distribution of your account balance by April 1 following the calendar year in which you attain age 70½. You can delay making your distribution election until that time. You may continue to access your account and request transactions using the U.S. Bank Employee Service Center or the U.S. Bank Retirement Program Web site. Tax Treatment of Distributions from Plan The money in your 401(k) Plan account is sheltered from taxes as long as the money remains in your Plan account. When your entire account balance is distributed directly to you (not as part of a rollover), you will owe taxes on your entire account balance (other than that portion of your account balance that consists of after-tax contributions you may have had in your Plan account). Before requesting a distribution from the Plan, be sure to consult with a tax advisor or financial planner. Stock distributions from the Plan may be eligible for special tax treatment. Rollovers When you take distributions from your Plan account, your tax liability may depend on how you choose to receive the funds. You may be eligible for favorable tax treatment under a “rollover” to another qualified plan, including the U.S. Bank Pension Plan, or to an Individual Retirement Account (IRA). If you roll your distribution into an IRA or into another employer-sponsored qualified plan, you can defer paying taxes on all or part of the distribution. Consult your personal tax advisor or financial planner to discuss this possibility.

* U.S. Bancorp Investments, Inc., member NASD and SIPC, an investment advisor and brokerage subsidiary of U.S. Bancorp and affiliate of U.S. Bank.

Not a Deposit – Not FDIC Insured – May Lose Value Not Guaranteed By the Bank – Not Insured By Any Federal Government Agency

If you were 50 years old by January 1, 1986, you may be eligible for 10-year averaging at 1986 tax rates. For details on this rule, consult the IRS or your tax advisor. There are two methods for rolling over money:


45

• direct (check from the Plan is made payable to the trustee for your IRA or new employer-sponsored plan); and

• standard (check from the Plan is made payable to you). With a direct rollover, the check can be sent to your home address. You will be responsible for sending the check to the trustee of the new plan or IRA. Because the check is made payable to the trustee, the 20% tax withholding requirement does not apply. You can have your rollover check mailed directly to your IRA provider. You should confirm that your financial institution has received your rollover check. With a standard rollover, the check is made payable to you. Any portion of the distribution you wish to roll over must be contributed to the new employer-sponsored plan or IRA within 60 days following the date you receive the check. With a standard rollover, the 20% tax withholding requirement applies, and 20% of the amount of the distribution to you will be withheld for the payment of taxes. In order to defer all taxation on the distribution, you must add to the net amount of the distribution that you roll over into the new plan or IRA to make up the 20% that was withheld. If you do so, the 20% should be available to you as an income tax refund (subject to any other income tax liability you may have) at the end of the year. Special Tax Rules for Rollovers of U.S. Bancorp Stock If your Plan account contains a balance in the U.S. Bancorp ESOP Stock Fund that has appreciated significantly, it may be advantageous under current tax laws to have this portion of your account distributed directly to you in the form of shares of U.S. Bancorp common stock (represented by a statement showing the distribution), rather than having it rolled over to an IRA. In this situation, you would pay taxes at the time of distribution at ordinary income tax rates, based only on the value of the shares at their original “cost basis,” and not on their current value. You could then continue to defer any taxes on the share-price gains (the “net unrealized appreciation”) until you actually sell the stock, at which time you will likely pay taxes on the appreciated value at the long-term capital gains tax rate, rather than at ordinary income tax rates. By contrast, if you roll your appreciated shares of U.S. Bancorp common stock into an IRA, you could defer taxes initially, but you would later pay taxes at ordinary income rates on the full appreciated value of the stock at the time you withdraw it. This tax advantage may or may not be available to you, depending on your income level and whether you have a balance in the U.S. Bancorp ESOP Stock Fund that has appreciated significantly. The IRS rules involved are complicated, and U.S. Bank cannot provide you with specific tax advice. You should consult with a tax advisor before deciding how you want your account balance distributed to determine how these rules affect you. 20% Withholding for Account Distributions If you receive a lump-sum distribution of your entire Plan account balance paid directly to you and do not roll it over, the taxes you will owe on this income most likely will be significant. To reduce the difficulties associated with paying these taxes, the IRS requires that 20% of your taxable lump-sum distribution be automatically withheld and credited toward the federal taxes you will owe for the year you receive payment. State income taxes may also apply. A tax form 1099-R is issued to report the amount of your distribution and any taxes withheld on your personal tax filing.


46

Additional 10% Tax on Early Payouts If your employment with U.S. Bank terminates before you attain age 55, and at the time you leave, you receive a distribution from the Plan, the IRS requires that you pay a 10% federal tax on the amount distributed to you. This penalty is in addition to regular income taxes. Some states also include a penalty for withdrawals. You can avoid the additional tax by rolling your Plan distribution directly into an IRA or into a tax-qualified account within 60 days of receiving the distribution that is paid to you. You will also avoid the additional tax if you use the distributed amounts to pay for certain expenses, such as tax-deductible medical expenses or if you (or your estate) receive a distribution because of your death or disability. If your employment with U.S. Bank terminates when you are age 55 or older, you may not incur the additional 10% penalty tax on account distributions. Consult your tax advisor for more information. Making Your Decision The tax laws that apply to distributions from retirement plans are complicated, and U.S. Bank cannot provide you with specific tax advice. We strongly encourage you to consult a tax advisor before deciding how you want your account balance paid to you. Once a distribution is processed, the method and form of payment cannot be changed. Please review all documents carefully before requesting a distribution. Distributions to Your Beneficiary If You Die If you die while a participant in the Plan, your entire account balance is payable to the beneficiary you name. The only form of distribution available to your beneficiary is a lump-sum payment. Your beneficiary can choose to have the distribution paid directly to him/her, or it can be rolled over into an IRA. If your account balance is less than $5,000, the balance will be distributed to your beneficiary as soon as administratively possible. If your account balance is greater than $5,000, the balance will be distributed to your beneficiary no later than December 31 of the year after the year of your death unless your beneficiary requests an earlier distribution. If you have an outstanding loan balance at the time of your death, the loan will terminate and no further loan payments will be permitted. The unpaid principal and interest due and owing on the date of your death shall be offset against your total account balance. The amount of the offset (the amount of the outstanding loan balance) is treated as a distribution to you, is subject to federal income tax (except for any portion that is made up of after-tax contributions), and will be reported as income to you or your estate and not to your beneficiary. Your beneficiary should call the U.S. Bank Employee Service Center at 800-806-7009. Naming a Beneficiary When you become eligible for the Plan, you should name one or more beneficiaries. Beneficiaries are persons or organizations you name to receive your account if you die before it is paid to you. If you do not have a beneficiary designation on file at the time of your death, your account will be paid to your surviving spouse, children (or grandchildren, to the extent your children predecease you), parents, siblings or estate, in that order.


47

If you have not named a beneficiary and none of the defaulted beneficiaries survive you, you do not have an estate or you have not appointed a personal representative, and the present value of your total account is $30,000 or less, your account shall be payable to your surviving niece(s) or nephew(s) that are known to you on a per capita basis. The Plan has no duty to determine all your niece(s) and nephew(s). In addition, if you do not have an estate or you have not appointed a personal representative, your total account may be escheated to the state that represents your last known address or work location. If you designate as a beneficiary the person who is your spouse on the date of the designation, the dissolution, annulment or other legal termination of your marriage to your spouse shall automatically revoke such designation. (The foregoing does not prevent you from designating your former spouse as beneficiary as long as that designation is completed after the date of the legal termination of the marriage between you and your former spouse, and during your lifetime.) You can designate or change your beneficiary(ies) at any time by calling the U.S. Bank Employee Service Center or accessing the U.S. Bank Retirement Program Web site. Be sure to designate both primary and contingent beneficiaries in case your primary beneficiary precedes you in death. After you designate your beneficiaries, print a confirmation and retain it with your important documents. Be sure to review your beneficiaries periodically or when you experience certain life changes, such as marriage, divorce or birth of a child. Doing so will give you the peace of mind that your benefits will be distributed as you wish in the unfortunate event of your death. If you die during qualified military service (as defined in section 414(u)(5) of the Internal Revenue Code), your death will be treated as a death while actively employed for purposes of any benefits (other than benefit accruals related to the period of qualified military service) to which your survivors would have been entitled had you resumed employment and then terminated employment on account of death. Claims Procedures Benefits Administration Committee U.S. Bank has appointed the Benefits Administration Committee (the “Committee”) to make all determinations under the terms of the Plan. The Benefits Administration Committee is a named fiduciary of the Plan under federal law. If you believe you are entitled to benefits, or you disagree with a decision regarding your benefits, you should file a claim with the Committee. If you do not file a claim or follow the claims procedures, you are giving up legal rights. The Committee will make all decisions on claims and review of claims. The Committee has the sole discretion, authority, and responsibility to decide all factual and legal questions under the Plan. This includes interpreting and construing the Plan and any ambiguous or unclear terms, determining whether a claimant is eligible for benefits and the amount of the benefits, if any, a claimant is entitled to receive. The Committee may hold hearings and reserves the right to delegate its authority to make decisions. The Committee may rely on any applicable statute of limitations as a basis to deny a claim. The Committee’s decisions are conclusive and binding on all parties. You may, at your own expense, have an attorney or representative act on your behalf, but the Committee reserves the right to require a written authorization for a person to act on your behalf.


48

What Is a Claim? A claim for benefits is a request for benefits under the Plan filed in accordance with the Plan’s claims procedures. To make a claim or request review of a denied claim, you must file a written claim with the Committee. An oral claim or request for review is not acceptable. Steps in Filing a Claim • Time for Filing a Claim. The Committee must receive actual delivery of your written claim

within one year after the date you knew or reasonably should have known of the facts behind your claim. If your claim is that your investment directions or contribution elections were not properly followed, this one-year period is shortened to 30 days.

• Filing a Claim. You must file your claim with the Committee. You must include all the facts and arguments that you want considered during the claims procedure. The written claim should be sent to: Benefits Administration Committee U.S. Bank, EP-MN-R2BN 4000 West Broadway Avenue Robbinsdale, MN 55422-2299 Fax: 763-971-1285

• Response from the Committee. Within 90 days of the date the Committee receives your claim, you will receive either a written or electronic notice of the decision or a notice describing the need for additional time (up to 90 additional days) to reach a decision. If the Committee notifies you that it needs additional time, the notice will describe the special circumstances requiring the extension and the date by which the Committee expects to reach a decision. If the Committee denies your claim, in whole or in part, you will receive a notice specifying the reasons, the Plan provisions on which it is based, a description of additional material (if any) needed to perfect the claim, and your right to file a civil action under Section 502(a) of ERISA if your claim is denied upon review. The notice will also explain your right to request a review if your claim is denied.

Steps in Filing a Request for Review • Requesting Review of a Denied Claim. If the Committee denies your claim, you may file a

written request in order to have the denial reviewed. Your request must include all of the issues that you wish to have considered in the review. You may submit written comments, documents, records, and other information relating to your claim. Upon request you are entitled to receive, free of charge, reasonable access to and copies of the relevant documents, records, and information used in the claims process. The written request should be sent to:

Benefits Administration Committee U.S. Bank, EP-MN-R2BN 4000 West Broadway Avenue Robbinsdale, MN 55422-2299 Fax: 763-971-1285

• Time for Filing a Request for Review. The Committee must receive actual delivery of your written request for review within 60 days after the date you receive notice that your claim was denied.

• Response from the Committee on Review. Within 60 days after the date the Committee receives your request, you will receive either a written or electronic notice of the decision on review or a notice describing the need for additional time (up to 60 additional days) to reach a decision. If the Committee notifies you that it needs additional time, the notice will describe the special circumstances requiring the extension and the date by which it expects to reach a decision. If the Committee affirms the denial of your claim, in whole or in part, you will


49

receive a notice specifying the reasons, the Plan provisions on which it is based, notice that upon request you are entitled to receive, free of charge, reasonable access to and copies of the relevant documents, records, and information used in the claims process, and your right to file a civil action under Section 502(a) of ERISA.

• Committee Request for Further Information Regarding Your Claim on Review. If the Committee determines it needs further information to complete its review of your denied claim, you will receive either a written or electronic notice describing the additional information necessary to make the decision. You will then have 60 days from the date you receive the notice requesting additional information to provide it to the Committee. The time between the date the Committee sends its request to you and the date it receives the requested additional information from you shall not count against the 60-day period in which the Committee has to decide your claim on review. If the Committee does not receive a response, then the period by which the Committee must reach its decision shall be extended by the 60-day period provided to you to submit the additional information. Note: If special circumstances exist, this period may be further extended.

Administrative Processes and Safeguards The Plan uses the claims procedures outlined herein and the review by the Committee as administrative processes and safeguards to ensure that the Plan’s provisions are correctly and consistently applied. Time Periods The time period for review of your claim begins to run on the date the Committee receives your written claim. Similarly, if you file a timely request for review, the review period begins to run on the date the Committee receives your written request. In both cases, the time period begins to run regardless of whether you submit comments or information that you would like to be considered on review. Limitations Period If you file your claim within the required time, complete the entire claims procedure, and the Committee denies your claim after you request a review, you may sue over your claim (unless you have executed a release of your claim). You must commence that lawsuit within 30 months after you knew or reasonably should have known of the facts behind your claim or within six months after the claims procedure is completed, whichever is earlier. The 30-month period is shortened to 19 months to the extent your claim is that your investment directions or your contribution elections were not properly followed. Exhaustion of Administrative Remedies Remember that you must completely exhaust the Plan’s claim and review procedures before commencing legal action to recover benefits, or to enforce or clarify your rights. Venue for Legal Action Any legal action filed with respect to the Plan must be filed in the federal court for Minnesota located in Hennepin County. Applicable Law for Legal Action If federal law is not controlling, the Plan shall be construed and enforced in accordance with the laws of the State of Minnesota (except that the state law will be applied without regard to any choice of law provisions).


50

Plan Statement Controls In the event there is a conflict between the Plan Statement (the Plan document and subsequent amendments) and any other document relating to the Plan (including, but not limited to, this summary, notices to employees, statements and reports), the Plan Statement shall control. Amendment and Termination of the Plan U.S. Bank intends to continue the Plan indefinitely, but it has the right to amend and to terminate the Plan at any time and for any reason. This right to amend or terminate the Plan includes, but is not limited to, changes in the eligibility requirements, the vesting requirements, the employee and employer contributions, the investments offered under the Plan, the distribution options, the ability to obtain withdrawals and loans, and the rules governing the administration of the Plan. If the Plan is amended, you will be subject to all of the changes effective as a result of such amendment, and your rights will be reduced, terminated, altered, or increased in accordance with the amendment as of the effective date of the amendment. If the Plan is terminated, your benefits and rights will be terminated as of the effective date of the termination. However, no amendment or termination will reduce the amount of your vested account balance as of the date of the amendment or termination. U.S. Bancorp may correct any errors that may occur in administering the Plan. Erroneous contributions can be returned as permitted by law. Excess benefit payments to participants can be recovered by the Plan. Excess payments may occur, for example, if benefits were paid because of a mistake or incorrect information regarding your entitlement to benefits. Excess amounts can be recovered by any method allowed by law. Assignment and Alienation of Benefits Until the time your entire account balance is distributed, your account balance is held in trust for your benefit and for the benefit of your beneficiaries. You may not assign, pledge, or otherwise encumber or dispose of your interest in the Plan (other than pledging your balance in conjunction with a Plan loan) while it is held in trust by the Plan trustee. The Plan, however, must obey an IRS levy or a court order that assigns part or all of your accounts to your spouse, former spouse, or dependents if that order is a qualified domestic relations order (“QDRO”). See the “Qualified Domestic Relations Orders” section. Likewise, your creditors may not reach your account balance while it is held in trust. Qualified Domestic Relations Orders If you are married and become divorced, or become a party to some other domestic dispute, a court may issue a domestic relations order dividing your retirement benefit. When presented with such an order, the Committee, in its discretion, will make a determination as to whether the order is a Qualified Domestic Relations Order (“QDRO”), as defined in federal law. If the Committee determines that the order is a QDRO, it will honor the terms of the QDRO and divide your retirement benefit. Upon request to the Plan administrator, you can obtain, without charge, a copy of the QDRO procedures used to determine whether a domestic relations order is a QDRO.


51

Plan Administration The Committee has the sole discretion, authority and responsibility to decide all factual and legal questions under the Plan. This includes interpreting and construing the Plan. In addition, the Committee may adopt any rule that (i) is not in conflict with the Plan, (ii) is necessary for administering the Plan, or (iii) is required to carry out the provisions of the Plan. Fees and Expenses Like most retirement plans, the Plan incurs a variety of expenses to support its ongoing operation. Many of these fees are charged to the Plan accounts of employees who participate in the Plan. Typically, there are four types of fees. Plan Administration Fees Plan administration fees are associated with the daily operating expenses of the Plan. They include recordkeeping expenses to maintain participant accounts and track transactions, costs to provide web and telephone access, and trustee fees. All participants share plan administration fees on a pro rata basis. They are spread across the assets held in the Plan and are reflected in the unitized fund prices each business day. Asset Management Fees If you invest your Plan assets in any of the funds other than the U.S. Bancorp ESOP Stock Fund or the Piper Jaffray Stock Fund, you pay asset management fees. These fees are indirect charges deducted from fund assets and are expressed as an “expense ratio.” The expense ratio represents how much of your account balance in a fund is paid in asset management fees over the course of a year. For example, if the expense ratio of a fund is 0.08%, for each $1,000 you had invested in the fund, you paid $0.80 in asset management expenses. Brokerage Fees If you have a balance in the U.S. Bancorp ESOP Stock Fund or the Piper Jaffray Stock Fund, you share in any brokerage commissions charged to the Plan. Individual Fees Individual fees are fees charged directly to each participant’s account at the time of a particular transaction. Currently, there are two types of individual fees charged by the Plan. There is a loan fee of $75 charged to participants who choose to borrow from their 401(k) account. This loan fee is deducted from a participant’s loan proceeds. Some funds impose redemption fees on activities that move money out of a fund before a minimum period of time, known as a holding period. Redemption fees are deducted from the amount you transfer out of the fund. For example, you transfer $5,000 out of a fund that you moved money into for the first time only ten days ago. This fund carries a 2% redemption fee for transfers made before the 60-day holding period ends. As a result, a $100 redemption fee is assessed and $4,900 is transferred to the new fund. The above description of fees describes how fees are allocated as of the date of this summary. The amount of fees and the manner in which they are allocated may change. The Plan permits the Committee to determine how to allocate expenses incurred by the Plan. Those expenses may be charged:


52

• In the same amount to the accounts of all participants, beneficiaries, and alternate payees; • In the same percentage over all or certain assets (for example, asset management fees); • In the case of individualized expenses, allocated to an individual participant, beneficiary, or

alternate payee (for example, loan and distribution fees, and fees for the review of a domestic relations or other court order, and fees related to self-directed brokerage accounts and individual investment advice).

The Committee may change its method of allocating expenses incurred by the Plan. Contact the Committee if you have any questions regarding the Plan’s payment or allocation of expenses incurred by the Plan. More information on fees for the funds can be found in the fund prospectuses (if available) and within the fund fact sheets provided by the Plan. Fund prospectuses and fund fact sheets can be found by accessing the U.S. Bank Retirement Program Web site. Please note, not all funds have prospectuses. More specific information relating to the Plan’s fees and expenses can be found by logging on to the U.S. Bank Retirement Program Web site and selecting the “Plan Information” tab on the main "Savings Plans" page. Limitations on Transfers and Resales of U.S. Bancorp Common Stock and Piper Jaffray Common Stock You may not transfer or sell shares of U.S. Bancorp common stock or Piper Jaffray common stock acquired under the Plan while the shares are held in the Plan, other than by a reallocation from the U.S. Bancorp ESOP Stock Fund and the Piper Jaffray Stock Fund to other investment funds under the Plan. Certain officers of U.S. Bancorp are subject to the share ownership reporting and short-swing trading liability provisions under Section 16 of the Securities Exchange Act of 1934 (or “Exchange Act”) and, therefore, such officers should consult with the General Counsel of U.S. Bancorp prior to making any elections to: • transfer funds into or out of the U.S. Bancorp ESOP Stock Fund; • receive a distribution from their Plan accounts; • take out a loan; or • reallocate existing balances in their Plan accounts among the various investment funds

available under the Plan. Certain officers of Piper Jaffray are subject to the share ownership reporting and short-swing trading liability provisions under Section 16 of the Securities Exchange Act of 1934 (or “Exchange Act”) and, therefore, such officers should consult with the General Counsel of Piper Jaffray prior to making any elections to: • transfer funds out of the Piper Jaffray Stock Fund; • receive a distribution from their Plan account; • take out a loan; or • reallocate existing balances in their Plan account among the various investment funds available

under the Plan.


53

You should remember that the securities laws prohibit you from selling shares of U.S. Bancorp common stock while you are aware of material non-public information concerning U.S. Bancorp. Employees of Piper Jaffray should remember that the securities laws prohibit them from selling shares of Piper Jaffray common stock while they are aware of material non-public information concerning Piper Jaffray. If you receive a distribution of shares of U.S. Bancorp common stock or of Piper Jaffray common stock from the Plan, you may then sell your shares. Certain officers of U.S. Bancorp and certain officers of Piper Jaffray who wish to resell shares acquired under the Plan generally must comply with the resale provisions of Rule 144 promulgated under the Securities Act of 1933 and the reporting requirements and short-swing trading provisions under Section 16 of the Exchange Act. Tax Consequences of the Plan for U.S. Bank The Plan is intended to qualify under Section 401(a) of the Internal Revenue Code. Since the Plan is a qualified plan, U.S. Bancorp and its affiliates that participate in the Plan will be allowed, under present law, a tax deduction for their contributions to the Plan (including pre-tax contributions on behalf of participating employees) to the extent the contributions are within the applicable limits and satisfy the tests of Section 162 of the Internal Revenue Code (i.e. are ordinary, necessary and reasonable expenses). Securities and Registrations This summary also constitutes a prospectus that is part of registration statements on Form S-8 that U.S. Bancorp filed with the U.S. Securities and Exchange Commission (or “SEC”) to register the securities offered under the U.S. Bank 401(k) Savings Plan. This prospectus covers offers and sales under the Plan, pursuant to registration statements on Form S-8 filed by U.S. Bancorp with the SEC, of up to 120 million shares of U.S. Bancorp common stock, par value $.01 per share, subject to adjustment to reflect any stock dividends, stock splits or other similar changes, and an indeterminate amount of interests in the Plan. U.S. Bancorp will register additional shares as needed to satisfy the requirements of the Plan. Voting of Shares and Tender Offers You are entitled to vote the shares of U.S. Bancorp common stock and Piper Jaffray Companies common stock allocated to your accounts as if you held those shares directly. In the event of any circumstance that involved potential for undue influence, including tender offers, exchange offers, or contested board of directors’ elections, the Committee will appoint an independent plan fiduciary to administer the pass through voting with respect to these activities. Before each meeting of stockholders, you will receive a copy of all proxy materials for that meeting and also a form on which you can direct the Trustee how to vote your allocated shares. You must complete the form and return it as instructed in a timely manner. The Trustee will then vote your allocated shares as you direct. The Trustee may vote either in person or by proxy. If a tender offer is made for shares of U.S. Bancorp common stock or Piper Jaffray Companies common stock, you are entitled to choose whether or not the shares allocated to your accounts are sold in the offer. You will receive a copy of all offering materials and also a form on which you can direct the Trustee to tender or retain your allocated shares. You must complete the form and return it as instructed in a timely manner.


54

The Trustee will vote any U.S. Bancorp common stock and any Piper Jaffray Companies common stock for which it has not received instructions at least five days prior to the applicable shareholder meeting in the same proportion as the common stock for which it did receive timely instructions. The instructions received by the Trustee with regard to any shareholder vote or tender offer shall be held by the Trustee in confidence and will not be divulged or released to any person, including officers or directors of U.S. Bancorp or Piper Jaffray Companies, except as necessary to administer the Plan or required by law. Incorporation of Certain Documents by Reference The SEC allows us to incorporate by reference into this prospectus some of the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of the prospectus, and later information that U.S. Bancorp files or the Plan files with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is completed. • The latest U.S. Bancorp annual report on Form 10-K filed pursuant to Section 13 or 15(d) of

the Exchange Act which contains, either directly or by incorporation by reference, audited financial statements for the latest U.S. Bancorp fiscal year for which such statements have been filed.

• The Plan’s latest annual report on Form 11-K filed pursuant to Section 15(d) of the Exchange Act which contains audited financial statements for the Plan’s latest fiscal year for which such statements have been filed.

• All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to above.

• The description of U.S. Bancorp common stock which is contained in any registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating this description.

Upon your written or oral request, we will provide you, at no cost, a copy of any or all of the documents incorporated by reference in this prospectus, the U.S. Bancorp Annual Report to Shareholders for the latest fiscal year and any report, proxy statement or other communication distributed by U.S. Bancorp to our shareholders generally. Please direct your requests for copies to the following address and telephone number: U.S. Bancorp Investor Relations 800 Nicollet Mall Minneapolis, MN 55402-4302 Telephone: (612) 303-0783 E-mail: [email protected]


55

Administrative Information Plan Name U.S. Bank 401(k) Savings Plan Name and address of Plan Sponsor U.S. Bancorp

800 Nicollet Mall Minneapolis, MN 55402-4302 A complete list of employers who sponsor the Plan is available from the Plan administrator on written request, and is available for examination by participants and beneficiaries as required by DOL Regulations §§ 2520.104b-1 and 2520.104b-30.

Employer Identification Number 41-0255900 Plan Number 004 Type of Plan Defined contribution plan including a cash or deferred

arrangement. The Plan is divided into the portion that is a profit-sharing plan, and the portion that is an ESOP.

Plan Administrator (as defined in ERISA 3(16))

U.S. Bancorp Benefits Administration, EP-MN-R2BN 4000 W. Broadway Avenue Robbinsdale, MN 55422 U.S. Bank Employee Service Center: 800-806-7009

Type of Administration Employer Administration Agent for Service of Process General Counsel

U.S. Bank 800 Nicollet Mall Minneapolis, MN 55402-4302 Service may also be made upon the Plan trustee or Plan administrator.

Funding Mechanism All Plan funds are held in trust. Trustee

U.S. Bank National Association U.S. Bank West Side Flats 60 Livingston St. Paul, MN 55107

Source of Funds The Plan is funded through a combination of employee salary deferrals and rollover contributions, and employer matching contributions.

Type of Plan The Plan is “tax-qualified” under the Internal Revenue Code as a defined contribution profit-sharing plan that includes a Section 401(k) qualified or cash deferred arrangement. The Employee Benefits Security Administration does not insure the Plan because profit-sharing plans are not eligible for such insurance. Rather, you are paid your account balance.

Plan Year January 1 – December 31


56

Your Rights Under ERISA The U.S. Bank 401(k) Savings Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to: Receive Information About the Plan and Benefits • Examine, without charge, at the Plan administrator's office and at other specified locations, all

documents governing the Plan, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

• Obtain, upon written request to the Plan administrator, copies of documents governing the operation of the Plan, and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The administrator may make a reasonable charge for the copies.

• Receive a summary of the Plan's annual financial report. The Plan administrator is required by law to furnish each participant with a copy of this summary annual report.

• Obtain a statement telling you the value of your total account under the Plan. This statement must be requested in writing and is not required to be given more than once every twelve months. The Plan must provide the statement free of charge.

Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. After you exhaust the Plan’s claim procedures, following an adverse benefit determination on review, you may file suit in federal court. In addition, after you exhaust the Plan’s procedures for reviewing domestic relations orders, following an adverse determination or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.


57

Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan administrator. If you have any questions about this section or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.


58

Appendix A: Investment Fund Performance The following chart shows actual performance for the Stable Value Fund after November 30, 2010 and all other funds after December 2, 2010. For the time periods prior to these dates, the performance shown on the following chart is: Historical performance for the Stable Value Fund reflects the performance of the Plan’s

prior fund (that is, the U.S. Bank Stable Asset Fund). Historical performance for the Target Retirement Date Funds, the Bond Index Fund, the

Active Bond Fund, the US Large Cap Equity Index Fund, the US Small-Mid Equity Index Fund, and the International Equity Index Fund reflects the performance of the underlying funds.

Historical performance for the Active US Large Cap Equity Fund, the Active US Small-Mid Equity Fund, and the Active International Equity Fund reflects the composite returns of the funds’ underlying managers.

All returns are average annual returns as of the date indicated. The returns of the funds after December 2, 2010 reflect administrative expense fees, such as recordkeeping and trustee fees, which are paid by the Plan. These are historical returns and represent earnings that would have resulted if the dollars had been invested in the individual funds during the entire period shown. Returns for individual participants in the Plan will vary as a result of investment election changes during the year and the fact that contributions to the Plan are spread over the year rather than being deposited in a lump sum at the beginning of the year. The investment funds are not obligations of or guaranteed by any bank, including U.S. Bancorp or any of its affiliates, nor are they insured by the FDIC, the Federal Reserve Board or any other agency. Investing in one or more of these funds involves investment risk, including the possible loss of the original amounts invested and any gains you may realize on those amounts from time to time. Remember, under the U.S. Bancorp ESOP Stock Fund, quarterly dividends can be paid out to participants instead of being reinvested back into the U.S. Bancorp ESOP Stock Fund.

Past performance does not guarantee future results. The principal value of an investment and investment return will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Please consult the fund fact sheets and prospectuses (please note, that not all funds have a prospectus) for each investment fund to obtain more information regarding investment policies, fees, fee waivers and expenses.


59

Investment Fund Performance as of September 30, 2013

Investment Fund

Inception Date

YTD

1-Year 3-Year 5-Year 10-Year Inception 2012 Return

2011 Return

2010 Return

2009 Return

Stable Value Fund*

11/26/10 1.06% 1.47% 1.75% 1.90% 2.85% 3.11% 1.64% 1.71% 2.12% 1.96%

Bond Index Fund**

9/18/95 -2.03% -1.91% 2.68% 5.31% 4.58% 6.75% 4.07% 7.58% 6.60% 6.11%

Active Bond Fund***

5/11/87 -1.96% -0.84% 3.65% 7.83% 6.02% 8.01% 10.25% 4.03% 8.71% 13.67%

Target Retirement Income**

6/30/07 3.31% 4.08% 6.43% 6.84% N/A 5.21% 8.19% 5.32% 9.37% 14.51%

Target Retirement Date 2010**

6/30/07 5.65% 6.71% 7.90% 7.48% N/A 4.37% 10.04% 3.33% 11.56% 19.62%


6/30/07 8.23% 9.57% 9.01% 7.97% N/A 4.26% 11.38% 1.61% 12.50% 21.61%


6/30/07 10.13% 11.66% 9.89% 8.23% N/A 4.07% 12.36% 0.49% 13.25% 23.20%


6/30/07 11.63% 13.33% 10.66% 8.43% N/A 3.78% 13.29% -0.45% 13.87% 25.13%


6/30/07 13.17% 15.05% 11.44% 8.60% N/A 3.55% 14.23% -1.38% 14.57% 26.88%


6/30/07 14.67% 16.75% 12.20% 8.91% N/A 3.53% 15.19% -2.34% 15.19% 28.35%


6/30/07 15.58% 17.74% 12.55% 9.13% N/A 3.75% 15.56% -2.60% 15.30% 28.48%


6/30/07 15.59% 17.72% 12.56% 9.14% N/A 3.71% 15.57% -2.57% 15.31% 28.55%


6/30/07 15.70% 17.85% 12.59% 9.18% N/A 3.79% 15.56% -2.56% 15.27% 28.67%


10/5/10 15.54% 17.71% N/A N/A N/A 11.69% 15.56% -2.35% N/A N/A

Target Retirement Date 2060****

3/1/12 15.53% 17.57% N/A N/A N/A 13.11% N/A N/A N/A N/A

US Large Cap Equity Index Fund**

7/7/97 19.69% 19.21% 16.13% 9.93% 7.51% 5.48% 15.87% 2.00% 14.93% 26.48%

Active US Large Cap Equity Fund***

12/13/10 21.18% 20.60% N/A N/A N/A 12.22% 12.08% -4.37% N/A N/A

US Small-Mid Equity Index Fund**

7/30/97 27.40% 31.39% 18.79% 13.39% 10.85% 8.07% 18.37% -3.69% 27.59 % 37.69%

Active US Small-Mid Equity Fund***

12/13/10 29.36% 31.79% N/A N/A N/A 15.07% 15.89% -7.76% N/A N/A

International Equity Index Fund**

5/31/00 15.42% 24.06% 8.62% 6.20% 8.21% 3.45% 18.87% -12.55% 8.72% 28.17%

Active International Equity Fund***

12/13/10 15.70% 24.41% N/A N/A N/A 8.55% 17.54% -14.21% N/A N/A


60

Investment Fund

Inception Date

YTD

1-Year 3-Year 5-Year 10-Year Inception 2012 Return

2011 Return

2010 Return

2009 Return

U.S. Bancorp ESOP Stock Fund

16.45% 9.09% 21.27% 1.88% 7.29% 3.88% 20.31% 1.96% 20.32% -9.79%

Piper Jaffray Company Stock Fund

12/31/03 6.49% 33.87% 5.28% -4.59% N/A -2.07% 57.17% -41.72% -30.67% 27.21%

* Performance shown represents actual performance for the fund after November 30, 2010. For

the time periods prior to this date, the performance of the plan's prior fund – the U.S. Bank Stable Asset Fund - is reflected.

** Performance shown represents actual performance for the fund after December 2, 2010. For the time periods prior to this date, the performance of the underlying fund is reflected.

*** Performance shown represents actual performance for the fund after December 2, 2010. For the time periods prior to this date, the performance reflects the composite returns of the fund's underlying managers.

**** The Target Retirement Date 2060 fund was added as an investment option to the Plan on March 1, 2012.

U.S. Bank 401(k) Savings Plan Summary Plan Description · PDF fileU.S. Bank 401(k) Savings...

Documents

Transcript of U.S. Bank 401(k) Savings Plan Summary Plan Description · PDF fileU.S. Bank 401(k) Savings...