2005 Non-Employee Director Compensation

 

EXHIBIT 10.33

2005 NON-EMPLOYEE DIRECTOR COMPENSATION

The following is the 2005 compensation structure for the non-employee members of the U.S. BancorpBoard of Directors as approved on October 20, 2004:

Annual cash retainer—$70,000

Cash retainer for Audit Committee Chairman—$20,000

Cash retainer for Chairman of the Community Outreach and Fair Lending Committee,
Compensation Committee, Governance Committee and Credit and Finance Committee
—
$10,000

Cash retainer for Audit Committee members—$5,000

Number of shares subject to annual grant of Restricted Stock Units—A number of shares equal to thequotient of (i) $53,000 divided by (ii) the fair market value of a share of U.S. Bancorp commonstock on the grant date

Number of shares subject to annual grant of Stock Options*— A number of shares equal tothe quotient of (i) $53,000 divided by (ii) the Black-Scholes value of a U.S. Bancorp stock optionon the grant date

Directors may elect to convert up to 100% of their cash compensation earned during 2005 intoadditional U.S. Bancorp stock options. The number of shares subject to options issued upon anysuch conversion is equal to the quotient of (i) 150% of the converted cash compensation divided by(ii) the Black-Scholes value of a U.S. Bancorp stock option on the grant date.


    * The exercise price of each of the stock options will equal the fair market valueof a share of U.S. Bancorp common stock at the date of grant.