U. S. BANCORP
1991 EXECUTIVE DEFERRED COMPENSATION PLAN
FIRST RESTATEMENT
This RESTATED 1991 EXECUTIVE DEFERRED COMPENSATION PLAN (the "Plan") is
adopted by U. S. Bancorp, an Oregon corporation ("Bancorp"), effective February
21, 1991.
ARTICLE I
PURPOSE OF PLAN
The continued growth and success of Bancorp are dependent upon its ability
to attract and retain the services of key executives of the highest competence
and to provide incentives for their effective service and superior performance.
The purpose of the Plan is to advance the interests of Bancorp and its
shareholders through a deferred compensation program that will attract and
retain key executives.
ARTICLE II
NATURE OF PLAN
This Plan is intended to be and shall be administered by Bancorp as an
income tax nonqualified, unfunded plan primarily for the purpose of providing
deferred compensation for a "select group of management or highly compensated
employees" within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended.
ARTICLE III
SPONSORING EMPLOYERS
The corporations whose employees are covered by the Plan (the "Sponsoring
Employers") are Bancorp and those subsidiaries of Bancorp that adopt the U. S.
Bancorp Supplemental Benefits Plan or adopt this Plan.
ARTICLE IV
ELIGIBILITY
Any key executive (including officers who may also be directors) of Bancorp
and the Sponsoring Employers who is (or will be) for one or more calendar years
a participant in the U. S. Bancorp Supplemental Benefits Plan, and any other key
employee of Bancorp or a Sponsoring Employer who is designated by Bancorp's
Executive Management Committee (the "Committee") as eligible to participate in
the Plan for one or more calendar years, shall be eligible to participate in
this Plan ("Eligible Employees").
ARTICLE V
PARTICIPATION
5.1 ELECTION. An Eligible Employee may participate in the Plan by filing
with Bancorp an election, on a form provided by Bancorp (an "Election"), to
participate in the Plan for one or more calendar years. An Eligible Employee
who makes an Election for a calendar year shall be a "Participant" for such
year. For purposes of this Plan, the period from April 1, 1991, through
December 31, 1991 (the "1991 Plan Year"), shall be treated as a calendar year.
Each Election shall be in a form prescribed by the Manager of Bancorp's Human
Resources Group or his or her delegate (the "Manager"), and shall set forth the
Participant's election to participate in the Plan for one or more calendar
years, the percentage or amount of Compensation (as defined in Section 5.4) to
be deferred for each such calendar year, and a payment method pursuant to
Section 8.1. A Participant may elect to defer all or any specified portion of
Compensation for a calendar year. The portion of a Participant's Compensation
deferred under the Plan shall be referred to as the "Deferred Amount."
5.2 ELECTION FOR 1991 PLAN YEAR. A Participant must file an Election to
defer a specified portion of Compensation during the 1991 Plan Year on or prior
to March 31, 1991.
5.3 TIME FOR FILING ELECTION; AMENDMENT OR TERMINATION OF ELECTION. An
Election to defer Compensation for any calendar year after 1991 must be filed
with the Manager on or before December 31 next preceding such calendar year. An
Election covering one or more calendar years may be amended or terminated by
filing an Amendment or Termination of Deferral Election in a form prescribed by
the Manager not later than December 31 next preceding the first calendar year
covered by such amended or terminated Election. An Election for any calendar
year may not be amended, modified, revoked, or terminated after the beginning of
such calendar year. A Participant who has made an Election covering more than
one calendar year and who ceases to be an Eligible Employee shall be deemed to
have terminated his or her Election for all remaining calendar years covered by
his or her Election which begin after the Participant ceases to be an Eligible
Employee.
5.4 COMPENSATION. For purposes of this Article V, "Compensation" means
regular cash compensation, including any awards or bonuses payable under any
incentive compensation plan or program maintained by the Sponsoring Employers,
other than the plans described in paragraph (d) of this Section 5.4. For
purposes of this Section 5.4, "Compensation" does not include:
(a) employee elected contributions towards the purchase of any
benefit in lieu of cash under the U. S. Bancorp U-Select Plan or any other
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cafeteria plan of Bancorp as defined in Section 125 of the Internal Revenue
Code of 1986 (the "Code");
(b) any employee elected contributions under the U. S. Bancorp
Employee Investment Plan or any other plan under Code Section 401(k);
(c) any other similar employee elected contribution or purchase of
benefits under any plan specifically designated for such purpose by the
Committee; or
(d) incentive compensation under any plan or program of the
Sponsoring Employers which is designated by the Committee as ineligible for
deferral under the Plan.
ARTICLE VI
DEFERRED ACCOUNTS
6.1 DEFERRED ACCOUNTS. All Deferred Amounts shall be withheld and
credited to the Participant's "Deferred Account" at the time the Compensation
would otherwise be payable. Each Deferred Account shall be maintained solely
for recordkeeping purposes.
6.2 INTEREST. With respect to Deferred Amounts credited to a Deferred
Account prior to December 31, 1995, each Deferred Account shall accrue an
additional amount (computed like interest compounded quarterly) from the date
Deferred Amounts are credited to the Deferred Account pursuant to Section 5.1
until:
(a) With respect to Participants for whom payment of their Deferred
Accounts becomes due or commences on or before January 1, 1996, the date of
final payment of the balance of the Deferred Account; and
(b) With respect to all other Participants, December 31, 1995.
The rate of interest during a calendar year shall equal the monthly average
interest rate on five-year Treasury Notes for the month of November prior to
that calendar year, as published in the Federal Reserve Statistical Release G.13
(or a corresponding successor publication as determined by the Committee), plus
75 basis points.
6.3 ADDITIONAL AMOUNTS CREDITED AS GROWTH FACTOR.
(a) General. For all periods beginning on or after January 1, 1996,
each Deferred Account (other than Deferred Accounts in payout status on
December 31, 1995) will accrue an additional amount as described in this
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section ("Growth Factor") from the date Deferred Amounts are credited to
the Deferred Account pursuant to Section 5.1 until the date of final
payment of the balance of the Deferred Account.
(b) Growth Factor. For each Deferred Account, the Growth Factor for
any period will be the amount of investment income that would have been
realized had an amount equal to the total balance of the Deferred Account
as of the first day of the period been invested in the Hypothetical
Investment or Investments (as described in Section 6.3(c)) specified for
that period by the Participant.
(c) Hypothetical Investments. For purposes of measuring Growth
Factor, a Participant may designate one or a combination of Hypothetical
Investments authorized from time to time by, or at the direction of, the
Manager. The Hypothetical Investment or combination of Hypothetical
Investments designated by a Participant will be referred to as the
Participant's "Investment Selection." Pursuant to forms and procedures to
be adopted by or at the direction of the Manager, a Participant may modify
the Investment Section from time to time, effective as of the first day of
any calendar quarter. The Manager may designate a Hypothetical Investment
that will be effective if a Participant does not otherwise make an
effective Investment Selection. A Participant's Investment Selection will
be effective for all amounts credited to the Participant's Deferred
Account, including previous Deferred Amounts and accrued Growth Factor as
well as future Deferred Amounts.
(d) No Beneficial Interest. Hypothetical Investments are solely for
the purpose of determining the amount of Growth Factor to be credited to
Deferred Accounts. The Sponsoring Employers have no obligation to make
actual investments corresponding to the Hypothetical Investments. In the
event that, for measurement purposes, the Sponsoring Employers (directly or
through the U. S. Bancorp Deferred Compensation Trust) make actual
investments corresponding to the Investment Selections of the Participants,
no Participant will have any rights or beneficial interest in such actual
investments greater than the rights of an unsecured creditor of Bancorp or
the Sponsoring Employer.
ARTICLE VII
SOURCE OF BENEFITS
7.1 UNFUNDED PLAN. This Plan and the benefits payable hereunder shall be
unfunded and shall be payable only from the general assets of Bancorp or
Sponsoring Employers. Bancorp and the Sponsoring Employers do not represent
that a specific portion of their assets will be used to provide the benefits
hereunder. Participants or beneficiaries shall not have any interest in any
assets of Bancorp or a
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Sponsoring Employer. Nothing contained herein shall be deemed to create a trust
of any kind or create any fiduciary relationship. To the extent that any person
acquires a right to receive payments from Bancorp or any Sponsoring Employer
under this Plan, such rights shall be no greater than the right of any unsecured
general creditor of Bancorp or such Sponsoring Employer.
7.2 TRUST. Notwithstanding the foregoing, Bancorp and its Sponsoring
Employers may deposit monies under the U. S. Bancorp Deferred Compensation Trust
Agreement (the "Trust") for the purpose of paying benefits hereunder from those
monies and the income thereon, unless such Trust assets are required to satisfy
the obligations of Bancorp and its Sponsoring Employers to their general
creditors.
ARTICLE VIII
PAYMENT OF DEFERRED COMPENSATION
8.1 PAYMENT OPTIONS.
(A) ELECTION. Each Participant shall set forth in each Election an
irrevocable election of one of the methods of payment of the accrued balance of
the Participant's Deferred Account described in Section 8.1(b). If no method of
payment is effectively elected, a Participant's Deferred Account shall be paid
in cash in a single lump sum within 30 days following the Retirement Year.
(B) PAYMENT METHODS. A Participant may elect one of the following payment
methods:
(i) A lump-sum cash payment to be made within 30 days following the
calendar year in which the Participant retires under the U. S. Bancorp
Retirement Plan (the "Retirement Year"); or
(ii) Payment in ten annual installments as described below beginning
within 30 days following the Retirement Year:
(A) The first installment will be an amount equal to one-tenth
of the total balance of the Deferred Account as of the last day of the
Retirement Year;
(B) The second (and subsequent) installments will be an amount
equal to one-ninth (and then one-eighth, etc.) of the total balance of
the Deferred Account as of the end of the calendar year preceding the
installment payment date; and
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(C) The tenth and final installment will be the total remaining
balance of the Deferred Account.
During the 10-year payout period, the Deferred Account will continue to
accrue Growth Factor, and the Participant may continue to make or modify
Investment Selections, as provided in Section 6.3.
8.2 DEATH BENEFIT. If a Participant dies before receiving full payment of
the Deferred Account, the balance shall be paid in a lump-sum cash payment to
the Participant's beneficiary or, if no beneficiary has been effectively
designated, to the Participant's estate within 30 days after a Participant's
death.
8.3 ACCELERATION OF PAYMENT. The Committee, in its sole discretion, may
accelerate payment of the balance of a Deferred Account if a Participant
requests payment and the Committee finds that an unforeseeable emergency exists,
but only to the extent needed to satisfy the emergency. An unforeseeable
emergency is a severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant or of a dependent
(as defined in Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, but, in any case, payment may
not be made to the extent that such hardship is or may be relieved--
(a) Through reimbursement or compensation by insurance or
otherwise;
(b) By liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial
hardship; or
(c) By cessation of deferrals under the Plan. Examples of what are
not considered to be unforeseeable emergencies include the need to send a
Participant's child to college or the desire to purchase a home.
8.4 TERMINATION. If a Participant ceases to be employed by Bancorp and
its subsidiaries for any reason other than death or retirement, the Committee
shall pay the balance of the Participant's Deferred Account in a lump-sum cash
payment within 30 days after the Participant's termination.
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ARTICLE IX
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have
the exclusive authority and responsibility for all matters in connection with
the operation and administration of the Plan. The Committee's powers and duties
shall include, but shall not be limited to, the following:
(a) Responsibility for the compilation and maintenance of all records
necessary in connection with the Plan;
(b) Authorizing the payment of all benefits and expenses of the Plan
as they become payable under the Plan; and
(c) Authority to engage such legal, accounting, and other
professional services as it may deem proper.
Decisions by the Committee shall be final and binding upon all parties
affected by the Plan, including Participants and the beneficiaries of
Participants.
The Committee may rely on information and recommendations provided by
supervisory management. The Committee may delegate to a subcommittee composed
of less than all Committee members or to supervisory management who are not
Committee members the responsibility for decisions that it may make or actions
that it may take under the terms of the Plan, subject to the Committee's
reserved right to review such decisions or actions and modify them when
necessary or appropriate under the circumstances. The Committee shall not allow
any employee to obtain control over decisions or actions that affect that
employee's Plan benefits.
ARTICLE X
MISCELLANEOUS
10.1 NONASSIGNABILITY OF BENEFITS. A Participant's benefits under the
Plan, including the right to receive payment of the Deferred Account, cannot be
sold, transferred, anticipated, assigned, pledged, hypothecated, seized by legal
process, subjected to claims of creditors in any way, or otherwise disposed of.
10.2 GOVERNING LAW. This Plan and any amendments shall be construed,
administered, and governed in all respects in accordance with applicable federal
law and the laws of the State of Oregon.
10.3 NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in the Plan shall confer
upon any person the right to continue in the employ of Bancorp or any
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Sponsoring Employer or interfere in any way with the right of Bancorp or any
Sponsoring Employer to terminate the person's employment at any time.
10.4 WITHHOLDING TAXES. Bancorp or the Sponsoring Employer shall
withhold any taxes required by law to be withheld in connection with payment of
deferred compensation under this Plan. In the event Bancorp or any Sponsoring
Employer shall be required to withhold taxes with respect to amounts deferred
pursuant to the Plan, Bancorp or the Sponsoring Employer shall have the right to
require a Participant to reimburse them for any such taxes.
ARTICLE XI
CLAIMS PROCEDURE
11.1 INITIAL CLAIM. Any person claiming any benefit under this Plan (the
"Claimant") shall present a claim in writing (a "Claim") to the Manager of the
Human Resources Group (the "Manager").
11.2 DECISION ON INITIAL CLAIM.
(a) Time Period for Denial Notice. A decision shall be made on the
Claim as soon as practicable and shall be communicated in writing by the
Manager to the Claimant within a reasonable period after receipt of the
Claim by the Manager. In no event shall the decision on an initial Claim
be given more than 90 days after the date the Claim was filed, unless
special circumstances require an extension of time for processing. If
there is an extension, the Claimant shall be notified of such within 90
days of the date the Claim was filed. The extension notice shall indicate
the special circumstances and the date by which a decision is expected.
The extension shall not exceed 90 days from the end of the initial response
period.
(b) Contents of Notice. If the Claim is wholly or partially
denied, the Claimant shall be given a written notice of denial which shall
indicate:
(1) The specific reasons for the denial;
(2) The specific references to pertinent Plan provisions on
which the denial is based;
(3) A description of additional material or information
necessary for the Claimant to perfect the Claim and an explanation
of why such material or information is necessary; and
(4) An explanation of the Plan's Claim review procedure.
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(c) Deemed Denied. If written notice of the decision wholly or
partially denying the Claim has not been furnished within 90 days after the
Claim is filed or there has been an extension and no notice of a decision
is furnished by the end of the extension period, and if the Claim has not
been granted within such period, the Claim shall be deemed denied as of the
end of the 90-day or 180-day period for purposes of proceeding to the
review stage described in 11.3 and 11.4.
11.3 REVIEW OF DENIED CLAIM. If a Claimant receives a notice of denial
or his or her Claim is deemed denied pursuant to 11.2 above, the Claimant may
request a review of the Claim. The request for review is made by personally
delivering or mailing a written request for review, prepared by either the
Claimant or his or her authorized representative, to the Committee. The
Claimant's request for review must be made within a reasonable period of time
taking into consideration the nature of the benefit which is the subject of the
Claim and other attendant circumstances. In no event shall the period for
requesting review expire less than 60 days after receipt of the notice of denial
or the date on which the Claim is deemed denied if no notice is received. If
the written request for review is not made on a timely basis, the Claimant shall
be deemed to waive his or her right to review. The Claimant or his or her duly
authorized representative may, at or after the time of making the request,
review all pertinent documents and submit issues and comments in writing.
11.4 DECISION ON REVIEW. A review shall be promptly made by the
Committee after receipt of a timely filed request for review. A decision on
review shall be made and furnished in writing to the Claimant. The decision
shall be made not later than 60 days after receipt of the request for review.
If special circumstances require an extension of time for processing (such as
the need to hold a hearing), a decision shall be made and furnished to the
Claimant not later than 120 days after such receipt. If an extension is
required, the Claimant shall be notified of such within 60 days after the
request for review was filed. The written decision shall include the reasons
for such decision with reference to the provisions of the Plan upon which the
decision is based. The decision shall be final and binding upon the Claimant
and Bancorp and its subsidiaries and all other persons involved. If the
decision on review is not furnished within the applicable time period, the Claim
shall be deemed denied on review.
The scope of any subsequent review of the benefit Claim, judicial or
otherwise, shall be limited to a determination as to whether the Committee acted
arbitrarily or capriciously in the exercise of its discretion. In no event
shall any such further review be on a de novo basis as the Committee has
discretionary authority to determine eligibility for benefits and to construe
the terms of this Plan.
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ARTICLE XII
AMENDMENTS AND TERMINATION
Bancorp's Board of Directors has the power to terminate this Plan at any
time or to amend this Plan at any time and in any manner that it may deem
advisable. In the event of termination of the Plan, compensation deferred
pursuant to the Plan prior to the effective date of the termination shall
continue to be subject to the provisions of the Plan as if the Plan had not been
terminated.
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U. S. BANCORP
1991 EXECUTIVE DEFERRED COMPENSATION PLAN
FIRST RESTATEMENT
FIRST AMENDMENT
THIS FIRST AMENDMENT is adopted by U. S. Bancorp, an Oregon corporation
("Bancorp"), effective October 15, 1992.
RECITALS
A. Bancorp adopted the First Restatement of the U. S. Bancorp 1991
Deferred Compensation Plan (the "Plan") effective February 21, 1991; and
B. Bancorp desires to amend the Plan effective October 15, 1992.
AMENDMENT
Pursuant to Article XII of the Plan, Bancorp amends the Plan effective
October 15, 1992, as follows:
ARTICLE V - PARTICIPATION
Section 5.4 is revised at pages 3, 4, and 4a.
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U. S. BANCORP
1991 EXECUTIVE DEFERRED COMPENSATION PLAN
FIRST RESTATEMENT
SECOND AMENDMENT
THIS SECOND AMENDMENT is adopted by U. S. Bancorp, an Oregon corporation
("Bancorp"), effective December 15, 1992.
RECITALS
A. Bancorp adopted the First Restatement of the U. S. Bancorp 1991
Deferred Compensation Plan (the "Plan") effective February 21, 1991;
B. Bancorp previously amended the Plan effective October 15, 1992; and
C. Bancorp desires to further amend the Plan effective December 15,
1992.
AMENDMENT
Pursuant to Article XII of the Plan, Bancorp amends the Plan effective
December 15, 1992, as follows:
(1) Article IV is revised at page 2.
(2) Sections 5.1 and 5.3 of Article V are revised at pages 2, 3,
and 3a.
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U. S. BANCORP
1991 EXECUTIVE DEFERRED COMPENSATION PLAN
FIRST RESTATEMENT
THIRD AMENDMENT
THIS THIRD AMENDMENT is adopted by U. S. Bancorp, an Oregon corporation
("Bancorp"), effective November 16, 1995.
RECITALS
A. Bancorp adopted the First Restatement of the U. S. Bancorp 1991
Deferred Compensation Plan (the "Plan") effective February 21, 1991;
B. Bancorp previously amended the Plan effective October 15, 1992, and
December 15, 1992; and
C. Bancorp desires to further amend the Plan effective November 16,
1995.
AMENDMENT
Pursuant to Article XII of the Plan, Bancorp amends the Plan effective
November 16, 1995, as follows:
(1) Articles III and IV are revised at page 2.
(2) Section 5.4(d) of Article V is revised at page 4.
(3) Section 6.2 of Article VI is revised at page 4a.
(4) New Section 6.3 is added to Article VI at pages 5, 5a, and 5b.
(5) Section 8.1 of Article VIII is amended at pages 6 and 6a.
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