Preview | Restricted Stock Unit Award Agreement |

THIS AGREEMENT is made as of the date in the box above labeled Award Date (the Award Date) by and between U.S. Bancorp, a Delaware corporation (the Company), and the individual named in the box above labeled Awarded To (the Participant).

WHEREAS, the Company pursuant to Section 4(b)(iii) of the Employment Agreement between the Company and the Participant, dated as of October 16 2001 (Employment Agreement), and the Companys 2001 Stock Incentive Plan (the Plan), the Company agreed to award to Participant, on or before the Award Date, restricted stock units corresponding to such number of Shares of common stock of the Company (Shares) as equals the quotient of (x) $5,600,000 divided by (y) the average New York Stock Exchange closing price of Shares of the Company during the sixty (60) trading day period ending on the day prior to the Award Date, subject to certain restrictions and on the terms and conditions contained in the Employment Agreement, this Agreement and the Plan.

In consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Capitalized terms not defined herein shall have the meaning set forth in the Plan.

The Company, effective as of the Award Date, grants to Participant a restricted stock unit award representing the right to acquire the number of Shares set forth in the box above labeled Number of U.S. Bancorp Common Shares (the Restricted Stock Units, and one such Unit representing one such Share) as provided herein. The Participant hereby acknowledges and accepts such grant and the Shares covered thereby, subject to the terms and conditions under this Award Agreement.

2. Vesting

(a) Subject to the terms and conditions of this Agreement, the Restricted Stock units shall vest on December 31, 2006, provided that the Participant has been continuously employed by the Company or an Affiliate of the Company from the Award Date through December 31, 2006.

(b) Notwithstanding the vesting provisions contained in Section 2(a) above, but subject to the other terms and conditions of this Agreement, if the Participant has been continuously employed by the Company or an Affiliate of the Company until the date of a Qualifying Termination, immediately prior to such Qualifying Termination, the Participant shall be vested in all of the Restricted Stock Units granted in this Agreement. For purposes of this Agreement, the following terms shall have the following definitions:

(i) Cause shall mean: (A) the willful and continued failure of the Participant to perform substantially the Participants duties with the Company or one of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board of Directors (Board) which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participants duties, or (B) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Participant, shall be considered willful unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participants action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The cessation of employment of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct described in (A) or (B) above, and specifying the particulars thereof in detail.

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		Number of
		U.S. Bancorp Common	Social Security
AWARDED TO	Award Date	Shares	Number
	1/2/02	[300,268]
JERRY GRUNDHOFER	Final Vesting Date
	12/31/06

	(a)		Subject to the terms and conditions of this Agreement, the Restricted Stock units shall vest on December 31, 2006, provided that the Participant has been continuously employed by the Company or an Affiliate of the Company from the Award Date through December 31, 2006.

	(b)		Notwithstanding the vesting provisions contained in Section 2(a) above, but subject to the other terms and conditions of this Agreement, if the Participant has been continuously employed by the Company or an Affiliate of the Company until the date of a Qualifying Termination, immediately prior to such Qualifying Termination, the Participant shall be vested in all of the Restricted Stock Units granted in this Agreement. For purposes of this Agreement, the following terms shall have the following definitions: