U.S. BANCORP
SPECIAL EXECUTIVE DEFERRAL PLAN
Effective November 1, 1997
U.S. BANCORP
SPECIAL EXECUTIVE DEFERRAL PLAN
TABLE OF CONTENTS
PAGE
SECTION 1. INTRODUCTION 1
1.1. Statement of Plan
1.2. Definitions
1.2.1. Account
1.2.2. Affiliate
1.2.3. Annual Valuation Date
1.2.4. Beneficiary
1.2.5. Change in Control
1.2.6. Earliest Retirement Age
1.2.7. Effective Date
1.2.8. EIP
1.2.9. Employer
1.2.10. Event of Maturity
1.2.11. Normal Retirement Age
1.2.12. Participant
1.2.13. Plan
1.2.14. Plan Statement
1.2.15. Plan Year
1.2.16. Principal Sponsor
1.2.17. Termination of Employment
1.2.18. USB
1.2.19. Valuation Date
1.2.20. Service
1.3. Rules of Interpretation
SECTION 2. PARTICIPATION 4
2.1. Participation
2.2. Enrollment
2.3. Specific Exclusion
SECTION 3. ADJUSTMENT OF ACCOUNTS 5
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3.1. Establishment of Accounts
3.2. Adjustments of Accounts
3.2.1. Intermediate Distributions Subtraction
3.2.2. Investment Addition
3.2.3. Deferral Addition
3.2.4. Final Distributions Subtraction
SECTION 4. VESTING OF ACCOUNT 6
SECTION 5. MATURITY 6
5.1. Events of Maturity
5.2. Effect of Maturity upon Further Participation in Plan
SECTION 6. DISTRIBUTION 7
6.1. Form of Distribution
6.1.1. Form of Distribution
6.1.2. Time of Payment
6.1.3. Installment Amounts
6.1.4. Default
6.2. Previously Scheduled Distribution
6.2.1. Enrolling for the Distribution
6.2.2. Scheduled Distribution
6.3. Hardship Distributions
6.3.1. When Available
6.3.2. Purposes
6.3.3. Limitations
6.3.4. Forfeiture
6.4. Change in Control Distributions
6.4.1. When Available
6.4.2. Limitations
6.4.3. Forfeiture
6.5. Acceleration of Annual Installments
6.5.1. When Available
6.5.2. Forfeiture
6.6. Designation of Beneficiaries
6.6.1. Right to Designate
6.6.2. Failure of Designation
6.6.3. Disclaimers by Beneficiaries
6.6.4. Definitions
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6.6.5. Special Rules
6.6.6. No Spousal Rights
6.7. Death Prior to Full Distribution
6.8. Facility of Payment
SECTION 7. FUNDING OF PLAN 14
7.1. Unfunded Agreement
7.2. Spendthrift Provision
SECTION 8. AMENDMENT AND TERMINATION 15
SECTION 9. DETERMINATIONS -- RULES AND REGULATIONS 15
9.1. Determinations
9.2. Rules and Regulations
9.3. Method of Executing Instruments
9.4. Claims Procedure
9.4.1. Original Claim
9.4.2. Claims Review Procedure
9.4.3. General Rules
9.5. Information Furnished by Participants
SECTION 10. PLAN ADMINISTRATION 17
10.1. Employer
10.1.1. Officers
10.1.2. Chief Executive Officer
10.1.3. Board of Directors
10.2. Conflict of Interest
10.3. Administrator
10.4. Service of Process
SECTION 11. DISCLAIMERS 18
11.1. Term of Employment
11.2. Source of Payment
11.3. Delegation
APPENDIX A -- CHANGE IN CONTROL DEFINITIONS A-1
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U.S. BANCORP
SPECIAL EXECUTIVE DEFERRAL PLAN
SECTION 1
INTRODUCTION
1.1. STATEMENT OF PLAN. Effective November 1, 1997, U.S. BANCORP, a
Delaware corporation (hereinafter sometimes referred to as "Principal Sponsor")
hereby creates a nonqualified, unfunded, elective deferral plan for the purpose
of allowing a select group of management and highly compensated employees of the
Principal Sponsor and other Employers to defer the receipt of compensation which
would otherwise be paid to those employees, in order to offset the effect of
direct dividend payments made to those employees pursuant to the U.S. Bancorp
Employee Investment Plan.
1.2. DEFINITIONS. When the following terms are used herein with initial
capital letters, they shall have the following meanings:
1.2.1. ACCOUNT -- the separate bookkeeping account representing the
unfunded and unsecured general obligation of the Principal Sponsor established
with respect to each Participant to which is credited the dollar amounts
specified in Section 3 and from which are subtracted payments and forfeitures
made pursuant to Section 6. To the extent necessary to accommodate and effect
the distribution elections made by Participants pursuant to Section 2, separate
bookkeeping sub-accounts shall be established with respect to each of the
several annual deferral elections made by Participants.
1.2.2. AFFILIATE -- a business entity which is affiliated in
ownership with the Principal Sponsor or an Employer and is recognized as an
Affiliate by the Principal Sponsor for the purposes of this Plan.
1.2.3. ANNUAL VALUATION DATE -- each December 31.
1.2.4. BENEFICIARY -- a person designated by a Participant (or
automatically by operation of this Plan Statement) to receive all or a part of
the Participant's Account in the event of the Participant's death prior to full
distribution thereof. A person so designated shall not be considered a
Beneficiary until the death of the Participant.
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1.2.5. CHANGE IN CONTROL -- The definition of Change in Control, as
well as certain other definitions relating to Change in Control used herein,
appear in Appendix A to this Plan Statement.
1.2.6. EARLIEST RETIREMENT AGE -- the earlier of:
(i) the earliest date that a Participant who is at least
age fifty-five (55) years has a sum of his or her
age (in whole years) and Service (also in whole
years) that equals at least sixty-five (65), or
(ii) the date a Participant attains Normal Retirement
Age.
1.2.7. EFFECTIVE DATE -- November 1, 1997.
1.2.8. EIP -- the U.S. BANCORP EMPLOYEE INVESTMENT PLAN, or any
similar successor plan.
1.2.9. EMPLOYER -- the Principal Sponsor and any business entity
affiliated with the Principal Sponsor that employs persons who are designated
for participation in this Plan.
1.2.10. EVENT OF MATURITY -- any of the occurrences described in
Section 5 by reason of which a Participant or Beneficiary may become entitled to
a distribution from the Plan.
1.2.11. NORMAL RETIREMENT AGE -- the last day of the calendar
month in which a Participant attains age sixty-five (65) years.
1.2.12. PARTICIPANT -- an employee of the Employer who is identified
in Appendix B and elects to participate in accordance with the terms of this
Plan and becomes a Participant in the Plan in accordance with the provisions of
Section 2. An employee shall not be eligible to become a Participant unless the
employee is a member of a select group of management or highly compensated
employees. No employee is presumed or automatically eligible to participate in
this Plan. An employee who has become a Participant shall be considered to
continue as a Participant in the Plan until the date of the Participant's death
or, if earlier, the date when the Participant is no longer employed by an
Employer or an Affiliate and upon which the Participant no longer has any
Account under the Plan (that is, the Participant has received a distribution of
all of the Participant's Account).
1.2.13. PLAN -- the nonqualified, income deferral program
maintained by the Principal Sponsor established for the benefit of
Participants eligible to participate therein, as set forth in this Plan
Statement. (As used herein, "Plan" does not refer to the documents pursuant
to which the Plan is maintained. Those documents are referred to herein as
the "Plan Statement").
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The Plan shall be referred to as the "U.S. BANCORP SPECIAL EXECUTIVE DEFERRAL
PLAN."
1.2.14. PLAN STATEMENT -- this document entitled "U.S. BANCORP
SPECIAL EXECUTIVE DEFERRAL PLAN" as adopted by the Compensation and Human
Resources Committee of the Board of Directors of U.S. BANCORP effective as of
November 1, 1997, as the same may be amended from time to time thereafter.
1.2.15. PLAN YEAR -- the twelve (12) consecutive month period
ending on any Annual Valuation Date.
1.2.16. PRINCIPAL SPONSOR -- U.S. BANCORP, a Delaware corporation.
1.2.17. TERMINATION OF EMPLOYMENT -- a complete severance of an
employee's employment relationship with the Employer and all Affiliates, if
any, for any reason other than the employee's death. A transfer from
employment with the Employer to employment with an Affiliate of the Employer
shall not constitute a Termination of Employment. If an Employer who is an
Affiliate ceases to be an Affiliate because of a sale of substantially all
the stock or assets of the Employer, then Participants who are employed by
that Employer and who cease to be employed by the Principal Sponsor or an
Employer on account of the sale of substantially all the stock or assets of
the Employer shall be deemed to have thereby had a Termination of Employment
for the purpose of commencing distributions from this Plan.
1.2.18. USB -- U.S. BANCORP, a Delaware corporation, or any
successor thereto.
1.2.19. VALUATION DATE -- the last day of each calendar month of
the Plan Year.
1.2.20. SERVICE -- a measure of an employee's service with the
Employer and all Affiliates (stated as a number of years) which is equal to
the number of years of service credited to the employee for the purpose of
determining the nonforfeitable portion of the employee's benefit under the
rules of the tax-qualified defined benefit pension plan in which the employee
participates as those rules may exist at the time the Participant's Service
is being determined.
1.3. RULES OF INTERPRETATION. An individual shall be considered to have
attained a given age on such individual's birthday for that age (and not on
the day before). Individuals born on February 29 in a leap year shall be
considered to have their birthdays on February 28 in each year that is not a
leap year. Notwithstanding any other provision of this Plan Statement or any
election or designation made under the Plan, any individual who feloniously
and intentionally kills a Participant or Beneficiary shall be deemed for all
purposes of this Plan and all elections and designations made under this Plan
to have died before such Participant or Beneficiary. A
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final judgment of conviction of felonious and intentional killing is
conclusive for the purposes of this section. In the absence of a conviction
of felonious and intentional killing, the Principal Sponsor shall determine
whether the killing was felonious and intentional for the purposes of this
section. Whenever appropriate, words used herein in the singular may be read
in the plural, or words used herein in the plural may be read in the
singular; the masculine may include the feminine; and the words "hereof",
"herein" or "hereunder" or other similar compounds of the word "here" shall
mean and refer to this entire Plan Statement and not to any particular
paragraph or section of this Plan Statement unless the context clearly
indicates to the contrary. The titles given to the various sections of this
Plan Statement are inserted for convenience of reference only and are not
part of this Plan Statement, and they shall not be considered in determining
the purpose, meaning or intent of any provision hereof. This Plan Statement
shall be construed and this Plan shall be administered to create an unfunded
plan providing deferred compensation to a select group of management or
highly compensated employees so that it is exempt from the requirements of
Parts 2, 3 and 4 of Title I of ERISA and qualifies for a form of simplified,
alternative compliance with the reporting and disclosure requirements of Part
1 of Title I of ERISA. Any reference in this Plan Statement to a statute or
regulation shall be considered also to mean and refer to any subsequent
amendment or replacement of that statute or regulation. This document has
been executed and delivered in the State of MINNESOTA and has been drawn in
conformity to the laws of that State and shall be construed and enforced in
accordance with the laws of the State of MINNESOTA to the extent not
preempted by ERISA.
SECTION 2
PARTICIPATION
2.1. PARTICIPATION. Each employee of the Employer identified in Appendix B
to this Plan Statement shall be a participant in the Plan as of November 1,
1997, provided the employee has enrolled as a Participant prior to that date.
2.2. ENROLLMENT. Prior to November 1, 1997, an employee who is identified
in Appendix B to this Plan Statement may enroll for the period commencing
November 1, 1997 and ending December 31, 1997 (the "Enrollment Period"). No
subsequent enrollments shall be permitted. Each such enrollment:
(a) Shall be irrevocable once it has been received by the
Principal Sponsor.
(b) Shall designate the amount or portion of the Participant's
base compensation which is earned during the Enrollment
Period (without regard to whether it would be paid during
that or a subsequent Plan Year) which shall not be paid to
the Participant but instead shall be accumulated
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in this Plan under Section 3 and distributed from this Plan
under Section 6. The amount or portion of the base
compensation that can be designated may not exceed the
dividends paid to the Participant during 1997 pursuant to
Section 8.7 of the EIP. The amount or portion of the base
compensation that can be designated also shall not exceed
one hundred percent (100%) of the Participant's base
compensation during the Enrollment Period less all
previously authorized non-tax deductions.
(c) Shall specify the form in which distribution of the Account
shall be made under Section 6 upon the occurrence of an
Event of Maturity (and if such designation is not clearly
made to the contrary shall be deemed to have been an
election of a single lump sum distribution).
(d) Shall specify whether and what amount of the Account shall
be distributed before an Event of Maturity in accordance
with Section 6.2.
(e) Shall be made upon forms furnished by the Principal Sponsor
and shall conform to such other procedural and substantive
rules as the Principal Sponsor shall make.
2.3. SPECIFIC EXCLUSION. Notwithstanding anything apparently to the
contrary in this Plan Statement or in any written communication, summary,
resolution or document or oral communication, no individual shall be a
Participant in this Plan, develop benefits under this Plan or be entitled to
receive benefits under this Plan (either for himself or herself or his or her
survivors) unless such individual is a member of a select group of management or
highly compensated employees (as that expression is used in ERISA). If a court
of competent jurisdiction, any representative of the U.S. Department of Labor or
any other governmental, regulatory or similar body makes any direct or indirect,
formal or informal, determination that an individual is not a member of a select
group of management or highly compensated employees (as that expression is used
in ERISA), such individual shall not be (and shall not have ever been) a
Participant in this Plan at any time. If any person not so defined has been
erroneously treated as a Participant in this Plan, upon discovery of such error
such person's erroneous participation shall immediately terminate AB INITIO and
the Employer shall distribute the individual's Account immediately.
SECTION 3
ADJUSTMENT OF ACCOUNTS
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3.1. ESTABLISHMENT OF ACCOUNTS. There shall be established for each
Participant an unfunded bookkeeping Account which shall be adjusted each
Valuation Date.
3.2. ADJUSTMENTS OF ACCOUNTS. As of each Valuation Date (the "current
Valuation Date"), the value of each Account determined as of the immediately
preceding Valuation Date (the "initial Account value") shall be increased (or
decreased) by the following adjustments made in the following sequence:
3.2.1. INTERMEDIATE DISTRIBUTIONS SUBTRACTION. The initial Account
value shall be reduced by the total amount distributed in fact to (or with
respect to) the Participant (or forfeited in connection with a distribution)
from such Account as of a date subsequent to the immediately preceding Valuation
Date but prior to the current Valuation Date.
3.2.2. INVESTMENT ADDITION. The initial Account value (as adjusted
above) shall be increased by interest.
(a) The rate shall be determined from time to time by the
Principal Sponsor. Except as provided in Section 8, the
rate may be changed by the Principal Sponsor by amendment of
the Plan Statement without notice to or the consent of any
Participant, former Participant or any Beneficiary.
(b) Beginning November 1, 1997, the rate for each month in a
Plan Year shall be equal to the monthly equivalent of one
hundred percent (100%) of the 120 month rolling average of
the 10-year Treasury Note determined as of September 30 of
the preceding Plan Year.
(c) This rate shall be uniform for all Participants for the same
Valuation Date but may change from Valuation Date to
Valuation Date.
3.2.3. DEFERRAL ADDITION. The initial Account value (as adjusted
above) shall be increased by the total amount of compensation, if any, which
would have been paid to the Participant as of a date subsequent to the
immediately preceding Valuation Date but prior to or coincident with the current
Valuation Date but for the enrollment agreement signed by the Participant
pursuant to Section 2. No increases shall be made pursuant to this Section
3.2.3 for amounts paid as of a date after December 31, 1997.
3.2.4. FINAL DISTRIBUTIONS SUBTRACTION. The initial Account value
(as adjusted above) shall be reduced by the total amount distributed in fact to
(or with respect to) the Participant (or forfeited in connection with a
distribution) from such Account as of the current Valuation Date.
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SECTION 4
VESTING OF ACCOUNT
Except as provided in Section 6.2 and Section 6.4 (relating to the forfeiture
for hardship or Change in Control distributions) and Section 8 (relating to the
ability to amend the Plan Statement and terminate the Plan), the Account of each
Participant shall be fully (100%) vested and nonforfeitable at all times.
SECTION 5
MATURITY
5.1. EVENTS OF MATURITY. A Participant's Account shall mature and shall
become distributable in accordance with Section 6 upon the earliest occurrence
of any of the following events while in the employment of the Employer or an
Affiliate:
(a) his or her death, or
(b) his or her Termination of Employment from the Employer, or
(c) termination of the Plan;
provided, however, that a transfer of employment to an Affiliate that is not an
Employer shall not constitute an Event of Maturity.
5.2. EFFECT OF MATURITY UPON FURTHER PARTICIPATION IN PLAN. On the
occurrence of an Event of Maturity, a Participant shall cease to have any
interest in the Plan other than the right to receive payment of his or her
Account as provided in Section 6 hereof, adjusted from time to time as provided
in Section 3.
SECTION 6
DISTRIBUTION
6.1. FORM OF DISTRIBUTION. Upon the occurrence of an Event of Maturity
effective as to a Participant, the Principal Sponsor shall commence payment of
such Participant's Account (reduced by the amount of any applicable payroll,
withholding and other taxes) in the form
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designated by the Participant in his or her enrollment. A Participant shall not
be required to make application to receive payment. Distribution shall not be
made to any Beneficiary, however, until such Beneficiary shall have filed a
written application for benefits in a form acceptable to the Principal Sponsor
and such application shall have been approved by the Principal Sponsor.
6.1.1. FORM OF DISTRIBUTION. Distribution shall be made in
whichever of the following forms as the Participant shall have designated in
writing at the time of his or her enrollment (to the extent that such election
is consistent with the rules of this Plan Statement):
(a) TERM CERTAIN INSTALLMENTS TO PARTICIPANT. If the
Distributee is a Participant, the Account at the Termination
of Employment is at least Twenty Thousand Dollars ($20,000)
and the Participant had attained Earliest Retirement Age at
the Termination of Employment, in a series of annual
installments payable over fifteen (15) years.
(b) CONTINUED TERM CERTAIN INSTALLMENTS TO BENEFICIARY. If the
Distributee is a Beneficiary of a deceased Participant and
distribution had commenced to the deceased Participant
before his or her death over a fifteen (15) year period as
specified in paragraph (a) above, in a series of annual
installments payable over the remainder of the fifteen (15)
year period.
(c) LUMP SUM. If the Distributee is a Participant, in a single
lump sum. If the Distributee is a Beneficiary of a deceased
Participant and distribution had not commenced to the
deceased Participant before his or her death, in a single
lump sum payment.
6.1.2. TIME OF PAYMENT. Payment shall be made or commenced to a
Participant in accordance with the following rules:
(a) RETIREMENT. If the Participant's Termination of Employment
is on a date on or after the Participant's Earliest
Retirement Age, payment shall be made or commenced as of the
Annual Valuation Date coincident with or immediately
following the Participant's Termination of Employment and
shall be made or commenced as soon as practicable after such
Annual Valuation Date.
(b) DEATH. If the payment is made or commenced on account of
the Participant's death, payment shall be made or commenced
as of the Annual Valuation Date coincident with or
immediately following the
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Participant's Termination of Employment and shall be made or
commenced as soon as practicable after such Annual Valuation
Date.
(c) OTHER. In all other cases, payment to the Participant shall
be made as of the second Valuation Date subsequent to the
Participant's Termination of Employment and shall be made as
soon as practicable after such second Valuation Date.
(d) CODE SECTION 162(m) DELAY. If the Principal Sponsor
determines that delaying the time of the initial payments
are made or commenced would increase the probability that
such payments would be fully deductible for federal or state
income tax purposes, the Principal Sponsor may unilaterally
delay the time of the making or commencement of payments for
up to twenty-four (24) months after the date such payments
would otherwise be payable.
6.1.3. INSTALLMENT AMOUNTS. The amount of the annual installments
shall be determined by dividing the amount of the Account as of the Annual
Valuation Date as of which the installment is being paid by the number of
remaining installment payments to be made (including the payment being
determined).
6.1.4. DEFAULT. If for any reason a Participant shall have failed
to make a timely written designation of form for distribution (including reasons
entirely beyond the control of the Participant), the distribution shall be made
in a single lump sum. No spouse, former spouse, Beneficiary or other person
shall have any right to participate in the Participants selection of a form of
benefit.
6.2. PREVIOUSLY SCHEDULED DISTRIBUTION.
6.2.1. ENROLLING FOR THE DISTRIBUTION. At the time of enrollment,
each enrolling Participant shall have the opportunity to elect to cause the Plan
to make a scheduled distribution to the Participant from the Account of a fixed
dollar amount or percentage of Account (not less than $2,000) as of an Annual
Valuation Date designated by the Participant in the enrollment which
distribution shall be made as soon as practicable after such Annual Valuation
Date.
6.2.2. SCHEDULED DISTRIBUTION. As of the Annual Valuation Date
designated by the Participant in his or her enrollment, there shall be
distributed from the Account to the Participant such amount as the Participant
shall have elected to receive from the Account when the Participant enrolled.
Notwithstanding the dollar amount designated by the Participant in his or her
enrollment, if a scheduled distribution is required as of an Annual Valuation
Date and the value of the portion of the Account that is attributable to the
Participants deferrals on such
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Annual Valuation Date is less than Five Thousand Dollars ($5,000) the entire
Account attributable to that Participant's deferrals shall be distributed.
In no event shall such scheduled distributions occur after the death of the
Participant or after any other Event of Maturity with respect to the
Participant. In no event shall such scheduled distributions made pursuant to
an enrollment for a Plan Year exceed the Account attributable to that Plan
Year.
6.3. HARDSHIP DISTRIBUTIONS.
6.3.1. WHEN AVAILABLE. A Participant may receive a hardship
distribution from his or her Account if the Principal Sponsor determines that
such hardship distribution is for a purpose described in Section 6.3.2 and the
conditions in Section 6.3.3 and Section 6.3.4 have been fulfilled. To receive
such a distribution, the Participant must file a written hardship distribution
application with the Principal Sponsor and furnish such documentation as the
Principal Sponsor may require. In the application, the Participant shall
specify the basis for the distribution and the dollar amount to be distributed.
If such hardship distribution is approved by the Principal Sponsor, distribution
shall be made as of the Valuation Date coincident with or next following the
approval of a completed application by the Principal Sponsor and such hardship
distribution shall be made in a lump sum cash payment as soon as
administratively feasible after such Valuation Date.
6.3.2. PURPOSES. Hardship distributions shall be allowed under
Section 6.3.1 only if the Participant establishes that the hardship distribution
is to be made on account of an immediate and heavy financial need of the
Participant for which the Participant does not have other available resources.
6.3.3. LIMITATIONS. The amount of the hardship distribution shall
not exceed the amount of the Participant's proven immediate and heavy financial
need. A hardship distribution shall not be made after the death of the
Participant or after the occurrence of any other Event of Maturity. The amount
of approved hardship distribution (and the forfeiture described below) shall not
exceed the value of the Account.
6.3.4. FORFEITURE. Upon the approval of a hardship distribution,
there shall be irrevocably forfeited from the Account of the Participant an
amount equal to ten percent (10%) of the amount approved for distribution.
6.4. CHANGE IN CONTROL DISTRIBUTIONS.
6.4.1. WHEN AVAILABLE. A Participant or Beneficiary may receive a
distribution of his or her entire Account (after reduction for the forfeiture
described in Section 6.4.3) if a Full Change in Control or a Qualifying
Termination has occurred and the condition in Section 6.4.2 has been fulfilled
(a "Change in Control Distribution"). To receive such a distribution, the
Participant or Beneficiary must file a written distribution application with the
Principal Sponsor.
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The Principal Sponsor shall approve the Change in Control Distribution if such
application has been filed and a Full Change in Control or a Qualifying
Termination has occurred. Distribution of the entire Account (after reduction
for the forfeiture described in Section 6.4.3) shall be made as of the
Valuation Date coincident with or next following the approval of a completed
application by the Principal Sponsor. Such distribution shall be made in a lump
sum cash payment as soon as administratively feasible after such Valuation Date.
6.4.2. LIMITATIONS. The amount of approved Change in Control
Distribution (and the forfeiture described below) shall not exceed the value of
the Account.
6.4.3. FORFEITURE. Upon the approval of a Change in Control
Distribution, there shall be irrevocably forfeited from the Account of the
Participant or Beneficiary an amount equal to five percent (5%) of the Account.
6.5. ACCELERATION OF ANNUAL INSTALLMENTS.
6.5.1. WHEN AVAILABLE. A Participant or Beneficiary who is
receiving annual installments may receive an accelerated payment of his or her
entire Account (after reduction for the forfeiture described in Section 6.5.2).
To receive such an accelerated payment, the Participant or Beneficiary must file
a written payment application with the Principal Sponsor. Payment of the
accelerated payment (after reduction for the forfeiture described in Section
6.5.2) shall be made as of the Annual Valuation Date coincident with or next
following the approval of a completed application by the Principal Sponsor.
Such accelerated payment shall be made in a lump sum cash payment as soon as
administratively feasible after such Valuation Date. The amount of the
accelerated payment shall be equal to the value of the Account as of such
Annual Valuation Date (after reduction for the forfeiture described below).
6.5.2. FORFEITURE. Upon the approval of an accelerated payment,
there shall be irrevocably forfeited from the Account of the Participant or
Beneficiary an amount equal to ten percent (10%) of the Account.
6.6. DESIGNATION OF BENEFICIARIES.
6.6.1. RIGHT TO DESIGNATE. Each Participant may designate, upon
forms to be furnished by and filed with the Principal Sponsor, one or more
primary Beneficiaries or alternative Beneficiaries to receive all or a
specified part of such Participant's Account in the event of such
Participant's death. The Participant may change or revoke any such
designation from time to time without notice to or consent from any
Beneficiary. No such designation, change or revocation shall be effective
unless executed by the Participant and received by the Principal Sponsor
during the Participant's lifetime.
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6.6.2. FAILURE OF DESIGNATION. If a Participant:
(a) fails to designate a Beneficiary,
(b) designates a Beneficiary and thereafter revokes such
designation without naming another Beneficiary, or
(c) designates one or more Beneficiaries and all such
Beneficiaries so designated fail to survive the Participant,
such Participant's Account, or the part thereof as to which such
Participant's designation fails, as the case may be, shall be payable to the
first class of the following classes of automatic Beneficiaries with a member
surviving the Participant and (except in the case of surviving issue) in
equal shares if there is more than one member in such class surviving the
Participant:
Participant's surviving spouse
Participant's surviving issue per stirpes and not per capita
Participant's surviving parents
Participant's surviving brothers and sisters
Representative of Participant's estate.
6.6.3. DISCLAIMERS BY BENEFICIARIES. A Beneficiary entitled to
a distribution of all or a portion of a deceased Participant's Account may
disclaim an interest therein subject to the following requirements. To be
eligible to disclaim, a Beneficiary must be a natural person, must not have
received a distribution of all or any portion of the Account at the time such
disclaimer is executed and delivered, and must have attained at least age
twenty-one (21) years as of the date of the Participant's death. Any
disclaimer must be in writing and must be executed personally by the
Beneficiary before a notary public. A disclaimer shall state that the
Beneficiary's entire interest in the undistributed Account is disclaimed or
shall specify what portion thereof is disclaimed. To be effective, duplicate
original executed copies of the disclaimer must be both executed and actually
delivered to the Principal Sponsor after the date of the Participant's death
but not later than one hundred eighty (180) days after the date of the
Participant's death. A disclaimer shall be irrevocable when delivered to the
Principal Sponsor. A disclaimer shall be considered to be delivered to the
Principal Sponsor only when actually received by the Principal Sponsor. The
Principal Sponsor shall be the sole judge of the content, interpretation and
validity of a purported disclaimer. Upon the filing of a valid disclaimer,
the Beneficiary shall be considered not to have survived the Participant as
to the interest disclaimed. A disclaimer by a Beneficiary shall not be
considered to be a transfer of an interest in violation of the provisions of
Section 6 and shall not be considered to be an assignment or alienation of
benefits in violation of federal law prohibiting the assignment or alienation
of benefits under this Plan. No other form of attempted disclaimer shall be
recognized by the Principal Sponsor.
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6.6.4. DEFINITIONS. When used herein and, unless the
Participant has otherwise specified in the Participant's Beneficiary
designation, when used in a Beneficiary designation, "issue" means all
persons who are lineal descendants of the person whose issue are referred to,
including legally adopted descendants and their descendants but not including
illegitimate descendants and their descendants; "child" means an issue of the
first generation; "per stirpes" means in equal shares among living children
of the person whose issue are referred to and the issue (taken collectively)
of each deceased child of such person, with such issue taking by right of
representation of such deceased child; and "survive" and "surviving" mean
living after the death of the Participant.
6.6.5. SPECIAL RULES. Unless the Participant has otherwise
specified in the Participant's Beneficiary designation, the following rules
shall apply:
(a) If there is not sufficient evidence that a Beneficiary was
living at the time of the death of the Participant, it shall
be deemed that the Beneficiary was not living at the time of
the death of the Participant.
(b) The automatic Beneficiaries specified in Section 6.6.2 and
the Beneficiaries designated by the Participant shall become
fixed at the time of the Participant's death so that, if a
Beneficiary survives the Participant but dies before the
receipt of all payments due such Beneficiary hereunder, such
remaining payments shall be payable to the representative of
such Beneficiary's estate.
(c) If the Participant designates as a Beneficiary the person
who is the Participant's spouse on the date of the
designation, either by name or by relationship, or both, the
dissolution, annulment or other legal termination of the
marriage between the Participant and such person shall
automatically revoke such designation. (The foregoing shall
not prevent the Participant from designating a former spouse
as a Beneficiary on a form executed by the Participant and
received by the Principal Sponsor after the date of the
legal termination of the marriage between the Participant
and such former spouse, and during the Participant's
lifetime.)
(d) Any designation of a nonspouse Beneficiary by name that is
accompanied by a description of relationship to the
Participant shall be given effect without regard to whether
the relationship to the Participant exists either then or at
the Participant's death.
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(e) Any designation of a Beneficiary only by statement of
relationship to the Participant shall be effective only to
designate the person or persons standing in such
relationship to the Participant at the Participant's death.
A Beneficiary designation is permanently void if it either is executed or is
filed by a Participant who, at the time of such execution or filing, is then a
minor under the law of the state of the Participant's legal residence. The
Principal Sponsor shall be the sole judge of the content, interpretation and
validity of a purported Beneficiary designation.
6.6.6. NO SPOUSAL RIGHTS. No spouse or surviving spouse of a
Participant and no person designated to be a Beneficiary shall have any rights
or interest in the benefits accumulated under this Plan including, but not
limited to, the right to be the sole Beneficiary or to consent to the
designation of Beneficiaries (or the changing of designated Beneficiaries) by
the Participant.
6.7. DEATH PRIOR TO FULL DISTRIBUTION. If, at the death of the
Participant, any payment to the Participant was due or otherwise pending but not
actually paid, the amount of such payment shall be included in the Account which
are payable to the Beneficiary (and shall not be paid to the Participant's
estate).
6.8. FACILITY OF PAYMENT. In case of the legal disability, including
minority, of a Participant or Beneficiary entitled to receive any distribution
under the Plan, payment shall be made, if the Principal Sponsor shall be advised
of the existence of such condition:
(a) to the duly appointed guardian, conservator or other legal
representative of such Participant or Beneficiary, or
(b) to a person or institution entrusted with the care or
maintenance of the incompetent or disabled Participant or
Beneficiary, provided such person or institution has
satisfied the Principal Sponsor that the payment will be
used for the best interest and assist in the care of such
Participant or Beneficiary, and provided further, that no
prior claim for said payment has been made by a duly
appointed guardian, conservator or other legal
representative of such Participant or Beneficiary.
Any payment made in accordance with the foregoing provisions of this section
shall constitute a complete discharge of any liability or obligation of the
Principal Sponsor therefor.
SECTION 7
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FUNDING OF PLAN
7.1. UNFUNDED AGREEMENT. The obligation of the Employer to make
payments under this Plan constitutes only the unsecured (but legally
enforceable) promise of the Employer to make such payments. The Participant
shall have no lien, prior claim or other security interest in any property of
the Employer. The Employer is not required to establish or maintain any
fund, trust or account (other than a bookkeeping account or reserve) for the
purpose of funding or paying the benefits promised under this Plan. If such
a fund is established, the property therein shall remain the sole and
exclusive property of the Employer. The Employer will pay the cost of this
Plan out of its general assets. All references to accounts, accruals, gains,
losses, income, expenses, payments, custodial funds and the like are included
merely for the purpose of measuring the Employer's obligation to Participants
in this Plan and shall not be construed to impose on the Employer the
obligation to create any separate fund for purposes of this Plan.
If the Employer elects to finance all or a portion of its costs in connection
with this Plan through the purchase of life insurance or other similar
investments, the Participant agrees, as a condition of participation in this
Plan, to cooperate with the Employer in the purchase of such investment to any
extent reasonably required by the Employer and relinquishes any claim he or she
may have either for himself or herself or any beneficiary to the proceeds of any
such investment or any other rights or interests in such investment. If a
Participant fails or refuses to cooperate, then notwithstanding any other
provision of this Plan Statement (including, without limiting the generality of
the foregoing, Section 4) the Employer shall distribute the individual's
Account immediately and the Participant shall not be eligible to enroll in the
Plan again.
7.2. SPENDTHRIFT PROVISION. No Participant or Beneficiary shall have any
interest in any Account which can be transferred nor shall any Participant or
Beneficiary have any power to anticipate, alienate, dispose of, pledge or
encumber the same while in the possession or control of the Employer, nor shall
the Employer recognize any assignment thereof, either in whole or in part, nor
shall any Account be subject to attachment, garnishment, execution following
judgment or other legal process while in the possession or control of the
Employer.
The power to designate Beneficiaries to receive the Account of a Participant
in the event of such Participant's death shall not permit or be construed to
permit such power or right to be exercised by the Participant so as thereby
to anticipate, pledge, mortgage or encumber such Participant's Account or any
part thereof, and any attempt of a Participant so to exercise said power in
violation of this provision shall be of no force and effect and shall be
disregarded by the Employer.
This section shall not prevent the Employer from exercising, in its discretion,
any of the applicable powers and options granted to it upon the occurrence of an
Event of Maturity, as such powers may be conferred upon it by any applicable
provision hereof.
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SECTION 8
AMENDMENT AND TERMINATION
The Principal Sponsor reserves the power to amend the Plan Statement or
terminate the Plan prior to a Full Change in Control. No such amendment of
the Plan Statement or termination of the Plan, however, shall reduce a
Participant's Account earned as of the date of such amendment unless the
Participant so affected consents in writing to the amendment. After a Full
Change in Control, the Plan cannot be amended or terminated (as applied to
Participants who are Participants on the date of the Full Change in Control)
unless:
(a) all Accounts of all Participants as of the date of the Full
Change in Control have been paid, or
(b) eighty percent (80%) of all the Participants as of the date
of the Full Change in Control give written consent to such
amendment or termination.
SECTION 9
DETERMINATIONS -- RULES AND REGULATIONS
9.1. DETERMINATIONS. The Principal Sponsor shall make such determinations
as may be required from time to time in the administration of the Plan. The
Principal Sponsor shall have the discretionary authority and responsibility to
interpret and construe the Plan Statement and to determine all factual and legal
questions under the Plan, including but not limited to the entitlement of
Participants and Beneficiaries, and the amounts of their respective interests.
Each interested party may act and rely upon all information reported to them
hereunder and need not inquire into the accuracy thereof, nor be charged with
any notice to the contrary.
9.2. RULES AND REGULATIONS. Any rule not in conflict or at variance with
the provisions hereof may be adopted by the Principal Sponsor.
9.3. METHOD OF EXECUTING INSTRUMENTS. Information to be supplied or
written notices to be made or consents to be given by the Principal Sponsor
pursuant to any provision of this Plan Statement may be signed in the name of
the Principal Sponsor by any officer who has been authorized to make such
certification or to give such notices or consents.
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9.4. CLAIMS PROCEDURE. The claims procedure set forth in this Section 9.4
shall be the exclusive procedure for the disposition of claims for benefits
arising under the Plan until such time as a Full Change in Control occurs.
9.4.1. ORIGINAL CLAIM. Any employee, former employee or
beneficiary of such employee or former employee may, if he or she so desires,
file with the Principal Sponsor a written claim for benefits under the Plan.
Within ninety (90) days after the filing of such a claim, the Principal Sponsor
shall notify the claimant in writing whether the claim is upheld or denied in
whole or in part or shall furnish the claimant a written notice describing
specific special circumstances requiring a specified amount of additional time
(but not more than one hundred eighty days from the date the claim was filed) to
reach a decision on the claim. If the claim is denied in whole or in part, the
Principal Sponsor shall state in writing:
(a) the specific reasons for the denial;
(b) the specific references to the pertinent provisions of this
Plan Statement on which the denial is based;
(c) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is
necessary; and
(d) an explanation of the claims review procedure set forth in
this section.
9.4.2. CLAIMS REVIEW PROCEDURE. Within sixty (60) days after
receipt of notice that the claim has been denied in whole or in part, the
claimant may file with the Principal Sponsor a written request for a review and
may, in conjunction therewith, submit written issues and comments. Within sixty
(60) days after the filing of such a request for review, the Principal Sponsor
shall notify the claimant in writing whether, upon review, the claim was upheld
or denied in whole or in part or shall furnish the claimant a written notice
describing specific special circumstances requiring a specified amount of
additional time (but not more than one hundred twenty days from the date the
request for review was filed) to reach a decision on the request for review.
9.4.3. GENERAL RULES.
(a) No inquiry or question shall be deemed to be a claim or a
request for a review of a denied claim unless made in
accordance with the claims procedure. The Principal Sponsor
may require that any claim for benefits and any request for
a review of a denied claim be filed on forms to be furnished
by the Principal Sponsor upon request.
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(b) All decisions on claims and on requests for a review of
denied claims shall be made by the Principal Sponsor.
(c) the Principal Sponsor may, in its discretion, hold one or
more hearings on a claim or a request for a review of a
denied claim.
(d) A claimant may be represented by a lawyer or other
representative (at the claimant's own expense), but the
Principal Sponsor reserves the right to require the claimant
to furnish written authorization. A claimant's
representative shall be entitled to copies of all notices
given to the claimant.
(e) The decision of the Principal Sponsor on a claim and on a
request for a review of a denied claim shall be served on
the claimant in writing. If a decision or notice is not
received by a claimant within the time specified, the claim
or request for a review of a denied claim shall be deemed to
have been denied.
(f) Prior to filing a claim or a request for a review of a
denied claim, the claimant or his or her representative
shall have a reasonable opportunity to review a copy of this
Plan Statement and all other pertinent documents in the
possession of the Principal Sponsor.
9.5. INFORMATION FURNISHED BY PARTICIPANTS. The Principal Sponsor shall
not be liable or responsible for any error in the computation of the Account of
a Participant resulting from any misstatement of fact made by the Participant,
directly or indirectly, to the Principal Sponsor, and used by it in determining
the Participant's Account. The Principal Sponsor shall not be obligated or
required to increase the Account of such Participant which, on discovery of the
misstatement, is found to be understated as a result of such misstatement of the
Participant. However, the Account of any Participant which are overstated by
reason of any such misstatement shall be reduced to the amount appropriate in
view of the truth.
SECTION 10
PLAN ADMINISTRATION
10.1. EMPLOYER.
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10.1.1. OFFICERS. Except as hereinafter provided, functions
generally assigned to the Principal Sponsor shall be discharged by its officers
or delegated and allocated as provided herein.
10.1.2. CHIEF EXECUTIVE OFFICER. Except as hereinafter provided,
the Chief Executive Officer of the Principal Sponsor may delegate or redelegate
and allocate and reallocate to one or more persons or to a committee of persons
jointly or severally, and whether or not such persons are directors, officers or
employees, such functions assigned to the Employer generally hereunder as the
Chief Executive Officer may from time to time deem advisable.
10.1.3. BOARD OF DIRECTORS. Notwithstanding the foregoing, the
Compensation and Human Resources Committee of the Board of Directors of the
Principal Sponsor shall have the exclusive authority, which may not be
delegated, to act for the Principal Sponsor to amend this Plan Statement, to
terminate this Plan, and to determine eligibility to participate in the Plan
under Section 2.
10.2. CONFLICT OF INTEREST. If any officer or employee of the Employer, or
any member of the Compensation and Human Resources Committee of the Board of
Directors of the Employer to whom authority has been delegated or redelegated
hereunder shall also be a Participant in the Plan, such Participant shall have
no authority as such officer, employee or member with respect to any matter
specially affecting such Participant's individual interest hereunder or the
interest of a person superior to him or her in the organization (as
distinguished from the interests of all Participants and Beneficiaries or a
broad class of Participants and Beneficiaries), all such authority being
reserved exclusively to the other officers, employees or members as the case may
be, to the exclusion of such Participant, and such Participant shall act only in
such Participant's individual capacity in connection with any such matter.
10.3. ADMINISTRATOR. U.S. BANCORP shall be the administrator for purposes
of section 3(16)(A) of the Employee Retirement Income Security Act of 1974.
10.4. SERVICE OF PROCESS. In the absence of any designation to the contrary
by the Employer, the Secretary of U.S. BANCORP is designated as the appropriate
and exclusive agent for the receipt of service of process directed to the Plan
in any legal proceeding, including arbitration, involving the Plan.
SECTION 11
DISCLAIMERS
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11.1. TERM OF EMPLOYMENT. Neither the terms of this Plan Statement nor the
benefits hereunder nor the continuance thereof shall be a term of the employment
of any employee. The Employer shall not be obliged to continue the Plan. The
terms of this Plan Statement shall not give any employee the right to be
retained in the employment of the Employer.
11.2. SOURCE OF PAYMENT. Neither the Employer nor any of its officers nor
any member of the Compensation and Human Resources Committee of the Board of
Directors in any way secure or guarantee the payment of any benefit or amount
which may become due and payable hereunder to any Participant or to any
Beneficiary or to any creditor of a Participant or a Beneficiary. Each
Participant, Beneficiary or other person entitled at any time to payments
hereunder shall look solely to the assets of the Employer for such payments or
to the Accounts distributed to any Participant or Beneficiary, as the case may
be, for such payments. In each case where Accounts shall have been distributed
to a former Participant or a Beneficiary or to the person or any one of a group
of persons entitled jointly to the receipt thereof and which purports to cover
in full the benefit hereunder, such former Participant or Beneficiary, or such
person or persons, as the case may be, shall have no further right or interest
in the other assets of the Employer. Neither the Employer nor any of its
officers nor any member of its Board of Directors shall be under any liability
or responsibility for failure to effect any of the objectives or purposes of the
Plan by reason of the insolvency of the Employer.
11.3. DELEGATION. The Employer and its officers and the members of its
Board of Directors shall not be liable for an act or omission of another person
with regard to a responsibility that has been allocated to or delegated to such
other person pursuant to the terms of this Plan Statement or pursuant to
procedures set forth in this Plan Statement.
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APPENDIX A
CHANGE IN CONTROL DEFINITIONS
SECTION 1
1.1. ACQUIRING PERSON -- any Person who or which, together with all
Affiliates (CIC) and Associates of such person, is the Beneficial Owner,
directly or indirectly, of securities of USB representing 20% or more of the
combined voting power of USB's then outstanding securities, but shall not
include any Company Entity.
1.2. AFFILIATE (CIC) -- shall have the meaning ascribed to the term
"Affiliate" in Rule 12b-2 promulgated under the Exchange Act.
1.3. ASSOCIATE -- shall have the meaning ascribed to such term in Rule
12b-2 promulgated under the Exchange Act.
1.4. BENEFICIAL OWNER -- shall have the meaning ascribed to such term in
Rule 13d-3 promulgated under the Exchange Act.
1.5. BOARD OF DIRECTORS -- the board of directors of USB.
1.6. COMPANY ENTITY -- USB, any subsidiary of USB or any employee
benefit plan of USB or of any subsidiary of USB or any entity holding shares
of the voting capital stock of USB organized, appointed or established for,
or pursuant to the terms of, any such plan.
1.7. CONTINUING DIRECTOR -- any person who is a member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Acquiring Person or an Affiliate (CIC) or Associate of an Acquiring Person,
or a representative of an Acquiring Person or of any such Affiliate (CIC) or
Associate, and who (x) was a member of the Board of Directors as of July 17,
1996 or (y) subsequently becomes a member of the Board of Directors, if such
person's initial nomination for election or initial election to the Board of
Directors has been approved in advance by the Continuing Directors; provided
that any director designated by or on behalf of a Person who has entered into an
agreement with USB (or who is contemplating entering into such an agreement) to
effect a consolidation or merger of USB or a Company Entity, or other
reorganization, with or into one or more entities which are not Company
Entities, and any director that serves in connection with the act of the Board
of Directors of increasing the number of directors and filling vacancies in
connection with, or in contemplation of, any such transaction, shall not be
deemed to have received such advance approval for initial nomination or
A-25
election, and any such director shall not be deemed to be a Continuing
Director; provided, further, that any such director shall subsequently become
a Continuing Director at such time as a new term of office as a director is
approved by USB's shareholders at an annual meeting of shareholders occurring
subsequent to the completion of any such transaction (and excluding any
annual meeting at which the shareholders approve any such transaction); and,
provided, further, that in the case of a Permitted Transaction, any such
director shall not become a Continuing Director until the later of (i) the
end of the three-year period following consummation of such Permitted
Transaction or (ii) such time as a new term of office as a director is
approved by USB's shareholders at an annual meeting of shareholders occurring
subsequent to the completion of such Permitted Transaction.
1.8. EXCHANGE ACT -- the Securities Exchange Act of 1934, as amended.
1.9. FULL CHANGE IN CONTROL -- shall mean:
(a) the public announcement (which, for purposes of this
definition, shall include, without limitation, a report
filed pursuant to Section 13(d) of the Exchange Act) by USB
or any Person that a Person (other than a Company Entity)
has become the Beneficial Owner, directly or indirectly, of
securities of USB (x) representing 20% or more, but not more
than 50%, of the combined voting power of USB's then
outstanding securities unless the transaction resulting in
such ownership has been approved in advance by the
Continuing Directors or (y) representing more than 50% of
the combined voting power of USB's then outstanding
securities (regardless of any approval by the Continuing
Directors); or
(b) the Continuing Directors cease to constitute a majority of
the Board of Directors of USB or the Resulting Corporation,
except in accordance with the terms of a Permitted
Transaction and except as a result of the death, retirement
or disability of one or more Continuing Directors (unless
any such death, retirement or disability occurs following a
Permitted Transaction and any vacancies created thereby are
not filled in accordance with the terms of the written
agreement governing such Permitted Transaction); or
(c) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all of the consolidated assets of USB and its
subsidiaries or the adoption of any plan of liquidation or
dissolution of USB.
1.10. PARTIAL CHANGE IN CONTROL -- shall mean:
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(a) a consolidation or merger of USB or a Company Entity, or
other reorganization, with or into one or more entities
which are not Company Entities, as a result of which less
than 60% of the outstanding voting securities of the
Resulting Corporation are, or are to be, owned by former
shareholders of USB as determined immediately prior to
consummation of such transaction (excluding voting
securities of the Resulting Corporation owned, or to be
owned, by such shareholders by reason of their ownership
prior to such transaction of securities of any entity other
than USB) and as a result of which the Continuing Directors
constitute (i) more than 50% of the Board of Directors of
the Resulting Corporation or (ii) exactly 50% of the Board
of Directors of the Resulting Corporation if the transaction
resulting in such event is a Permitted Transaction; or
(b) the public announcement (which, for purposes of this
definition, shall include, without limitation, a report
filed pursuant to Section 13(d) of the Exchange Act) by USB
or any Person that a Person (other than a Company Entity)
has become the Beneficial Owner, directly or indirectly, of
securities of USB representing 20% or more, but not more
than 50%, of the combined voting power of USB's then
outstanding securities if the transaction resulting in such
ownership has been approved in advance by the Continuing
Directors.
1.11. PERMITTED TRANSACTION -- a transaction in which, pursuant to a
written agreement between USB and all Persons who have entered into an
agreement with USB to effect a transaction described in paragraph (a) of the
definition of Partial Change in Control, it is agreed that (w) the Chief
Executive Officer of USB immediately prior to the consummation of such
transaction shall be the Chief Executive Officer of the Resulting Corporation
for not less than three years following consummation of such transaction, (x)
upon termination of service of any Continuing Director for any reason,
including upon death, disability or retirement, prior to the expiration of
such director's term during such three-year period, the vacancy thereby
created shall be filled by a nominee selected solely by the Continuing
Directors, (y) upon expiration of the term of any such director during such
three-year period, the nominee to succeed such director shall be selected
solely by the Continuing Directors and (z) the parties will take other
appropriate steps to ensure that the Board of Directors of the Resulting
Corporation will be evenly divided between Continuing Directors and all
directors designated by other parties to the transaction during such
three-year period.
1.12. PERSON -- shall have the meaning ascribed to such term as such term
is used in Sections 13(d) and 14(d) of the Exchange Act.
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1.13. QUALIFYING TERMINATION -- a termination of employment of a
Participant prior to a Full Change in Control or prior to or following a
Partial Change in Control that results in such Participant becoming entitled
to receive change in control related severance payments pursuant to the terms
of the change in control provisions of an employment contract, an individual
change in control severance agreement, the U.S. Bancorp Senior Management
Change in Control Severance Pay Plan (including any successor plan thereto),
the U.S. Bancorp Middle Management Change in Control Severance Pay Program
(including any successor program thereto) or the U.S. Bancorp Broad-Based
Change in Control Severance Pay Program (including any successor program
thereto).
1.14. RESULTING CORPORATION -- the surviving corporation in any
consolidation, merger or other reorganization to which USB is a party;
provided, however, that if the surviving corporation in any such transaction
is a subsidiary of another corporation, then the Resulting Corporation is the
ultimate parent corporation of such surviving corporation; and provided,
further, that in the event of a consolidation, merger or other reorganization
to which a Company Entity (other than USB) is a party, then USB shall be
deemed the Resulting Corporation.
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