October 13, 2010 Important Enhancements to the U.S. Bank 401(k) Savings Plan U.S. Bank is making important changes to the U.S. Bank 401(k) Savings Plan simplifying and streamlining the investment fund structure to a mixture of passively managed index funds, actively managed funds and target retirement date funds. These changes follow a comprehensive review by our outside investment advisor. Starting Dec. 13, 2010, you ll have: A new, simplified fund lineup. We re changing the fund choices and adding passively managed index funds. Lower fees. As before, the 401(k) Savings Plan will continue to offer high-quality fund managers with low fees, but many of the new passively managed index funds will offer even lower fees based on the passive management style. Choices in how you invest. The 401(k) Savings Plan will have a tiered approach to investing choose from target retirement date funds, which are automatically rebalanced and diversified for you, or make your own asset allocation using a combination of our new actively managed and passively managed index funds. In addition, to the December fund changes, there is an unrelated change occurring to the U.S. Bank Stable Asset Fund in mid- November. Both of these changes will require separate quiet periods that will limit your ability to perform some transactions to your 401(k) Savings Plan account during certain dates. The quiet periods will take place from: 3 p.m. Central time, Nov. 19 through Nov. 25, 2010 for the Stable Asset Fund change. 3 p.m. Central time, Nov. 29 through Dec. 12, 2010 for the broader fund changes. Review this notice carefully. It outlines the limitations on your account during each of the quiet periods, including important deadlines for account inquiries and transactions. Whether or not you plan to retire in the near future, we encourage you to carefully consider how these quiet periods may affect your retirement planning, as well as your overall financial plan. During the quiet periods you cannot direct or diversify the assets held in your account as outlined in this notice, so it s very important that you review and consider the appropriateness of your current investments. 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. What You Need to Know About the Quiet Periods You will not be able to change the manner in which your assets are invested in the funds affected by the change during the quiet periods. Review the specific details outlined here for each quiet period. You will be unable to initiate certain transactions, such as loans and distributions, during the quiet periods. Your investments will continue to earn any market gains/losses during the quiet periods. These gains/losses will be reflected in your account when the quiet periods end. Your current 401(k) contribution rate will not change. Your investments (current fund balances and future contributions) will be automatically mapped to the new funds as described in this notice. As always, you control how to invest your account and you may change your investments before and after the quiet periods (and can make certain limited changes during the quiet periods). usbank.com 1
The First Quiet Period: November Stable Asset Fund Change What s Happening and When The current U.S. Bank Stable Asset Fund, managed by FAF Advisors Inc., will be closing and will be replaced with a similar stable value fund. Any current or future investments in this fund will be automatically moved to the new stable value fund. The new Stable Value Fund will be managed by Galliard and will have similar objectives as the current U.S. Bank Stable Asset Fund. There is no action required by you as a result of this change. Any current or future investments will automatically be mapped to the new Stable Value Fund. The first quiet period will be from 3 p.m. Central time, Nov. 19, through Nov. 25. During this period you ll be unable to perform certain transactions related to your account. (See the timeline below for details.) You will have full access to your account after Nov. 25, 2010. Keep in mind, the markets are closed Nov. 25 for Thanksgiving. Because only the Stable Asset Fund is changing during this first quiet period, you ll still be able to move your money between the other investment funds in the plan during the first quiet period. The Second Quiet Period: December Fund Changes What s Happening and When In order to change to the new mixture of passively managed index funds, actively managed funds and target retirement date funds, there will be a second quiet period with greater limitations on transactions related to your account. This quiet period is from 3 p.m. Central time on Nov. 29, through Dec. 12, 2010. The timeline below outlines what you can and can t do during the second quiet period, and the remainder of this notice describes the new funds and how your current and future investments will be mapped to these new funds. In addition, the following funds are not affected by this second quiet period. As a result, you ll still be able to make certain transactions in these funds during this time: U.S. Bancorp ESOP Stock Fund: You can transfer money from this fund to the Stable Value Fund. Stable Value Fund: You can transfer money from this fund to the U.S. Bancorp ESOP Stock Fund. Piper Jaffray Stock Fund: You can only make transfers out of this fund into either the U.S. Bancorp ESOP Stock Fund or the Stable Value Fund during the quiet period. usbank.com 2
Key Dates to Remember Nov. 17 3 p.m. Central Time, Nov. 19 through Nov. 25 Nov. 24 Nov. 25 The morning of Nov. 26 3 p.m. Central time, Nov. 29 through Dec. 12 The morning of Dec. 13 Primary residence loan application, hardship withdrawal application, rollover contribution form, or early loan payoff requests must be received and approved by the U.S. Bank Employee Service Center in order for them to be processed before the first quiet period begins on Nov. 19, 2010. If the paperwork for these transactions is incomplete or not approved by the Nov. 17 deadline, it will be held and processed once the first quiet period ends. The first quiet period is in effect for the U.S. Bank Stable Asset Fund change. During the first quiet period: You cannot: Transfer amounts to or from the U.S. Bank Stable Asset Fund Request withdrawals, distributions or loans Request a primary residence loan application You can: View your account information on Your Benefits Resources Make future investment election changes Transfer money between funds other than the U.S. Bank Stable Asset Fund Enroll and make contribution rate changes Request a hardship withdrawal application, rollover contribution form, or early loan payoff invoice Primary residence loan application, hardship withdrawal application, rollover contribution form, or early loan payoff requests must be received and approved by the U.S. Bank Employee Service Center in order for them to be processed before the second quiet period begins on Nov. 29, 2010. If the paperwork for these transactions is incomplete or not approved by the Nov. 24 deadline, it will be held and processed once the second quiet period ends. Thanksgiving day. The markets are closed. The first quiet period for the U.S. Bank Stable Asset Fund change ends. You have full access to your 401(k) Savings Plan account and can visit Your Benefits Resources to make changes to your account and request transactions. The second quiet period is in effect for the broader fund changes. During the second quiet period: You cannot: Make future investment election changes Transfer amounts to or from funds other than the U.S. Bancorp ESOP Stock Fund and Stable Value Fund Request withdrawals, distributions or loans Request a primary residence loan application You can: View your account information on Your Benefits Resources Transfer money between the U.S. Bancorp ESOP Stock, Stable Value and Piper Jaffray Stock Funds only (Note: Money can only be transferred out of the Piper Jaffray Stock Fund.) Enroll and make contribution rate changes Request a hardship withdrawal application, rollover contribution form, or early loan payoff invoice Request automatic escalation of your contributions (request must be made by Nov. 29, 2010 in order to be effective with your first paycheck in January 2011) The second quiet period for the broader fund changes ends. You have full access to your 401(k) Savings Plan account and can visit Your Benefits Resources to review your investments, learn more about the new investment funds, make changes to your account and request transactions. usbank.com 3
What You Need To Do There is no action required if you re comfortable with the way your current investments will be mapped to the new funds, as described in this notice. Remember, you will not be able to change many of your investments during the second quiet period. If you want to make changes After reviewing your current investments and understanding how they will be invested following the transition, if you want to make changes you must take action prior to 3 p.m. Central time, Nov. 29, 2010. After this time, you will not be able to change your investments until December 13 when the quiet period ends. To make changes to your account, go online at www.yourbenefitsresources.com/usbank or call the U.S. Bank Employee Service Center at 1-800-806-7009 prior to 3 p.m., Central time, on Nov. 29, 2010. After the transition Visit Your Benefits Resources, where you can use online tools to manage your 401(k) Savings Plan account. You can learn more about the new funds and change your current or future investments among any of the new funds. Go online at www.yourbenefitsresources.com/usbank or call the U.S. Bank Employee Service Center at 1-800-806-7009. Representatives are available from 8 a.m. to 8 p.m. Central time, Monday through Friday. New Fund Line-up on December 13, 2010 All but a few of the current funds are changing. The U.S. Bancorp ESOP Stock Fund will continue to be offered, and additional target retirement date funds will be available. Here s a look at the fund line-up starting Dec. 13, 2010. Please see the fund fact sheets for a more detailed description of each fund. They will be available on Your Benefits Resources on Dec. 15, 2010. Fund name/information: Target Retirement Date Income Fund, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050 and 2055 Vanguard Stable Value Fund Bond Index Fund Vanguard Total Bond Market Index Active Bond Fund Pimco Total Return US Large Cap Equity Index Fund Vanguard Institutional Index This actively managed fund will include: 34% Rainier Large Cap Equity Portfolio 33% NWQ Large Cap Value 33% Winslow Large Cap Growth Objectives of the new U.S. Bank 401(k) Savings Plan fund: Invests in a broadly diversified portfolio of fixed income and equity securities that gradually becomes more conservative as the target retirement date approaches. Invests in shorter maturity fixed income securities with an objective to provide a stable investment return and preservation of principal. Invests in fixed income securities with an objective to achieve a return equal to the Barclays Capital Aggregate Bond Index. Invests in fixed income securities with an objective to achieve a return higher than the Barclays Capital Aggregate Bond Index. Invests in the equity securities of large companies with an objective to achieve a return equal to the S&P 500 Index. Invests in the equity securities of large companies with an objective to achieve a return higher than the S&P 500 Index. usbank.com 4
US Small-Mid Equity Index Fund Vanguard Extended Market Index This actively managed fund will include: 25% William Blair Small Cap Growth 25% Tygh SMID Cap Growth Fund 25% TBC Small/Mid Cap Value Equity 25% CRM Small/Mid Cap Value Fund International Equity Index Fund Vanguard Inst. Developed Markets Index Active International Equity Fund This actively managed fund will include: 34% SSgA Active International Alpha Select Class 33% Dodge & Cox International Stock Fund 33% Lord Abbett International Core Equity Fund U.S. Bancorp ESOP Stock 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. Invests in the equity securities of small to mid size companies with an objective to achieve a return higher than the Russell 2500 Index. Invests in the equity securities of Non U.S. companies with an objective to achieve a return equal to the MSCI EAFE Index. Invests in the equity securities of Non U.S. companies with an objective to achieve a return higher than the MSCI EAFE Index. Invests primarily in U.S. Bancorp common stock with an objective to provide long-term capital growth through the ownership of U.S. Bancorp common stock. More about the Vanguard target retirement date funds The current funds are available in 10-year increments depending on your anticipated age at retirement. Under the new lineup, funds will be available in five-year increments to even better target the right asset mix depending on your years remaining until you retire. Here are the new target date funds: Target Retirement Date Income: If your birth date is on or before 12/31/37 Target Retirement Date 2005: If your birth date is between 1/1/1938 and 12/31/1942 Target Retirement Date 2010: If your birth date is between 1/1/1943 and 12/31/1947 Target Retirement Date 2015: If your birth date is between 1/1/1948 and 12/31/1952 Target Retirement Date 2020: If your birth date is between 1/1/1953 and 12/31/1957 Target Retirement Date 2025: If your birth date is between 1/1/1958 and 12/31/1962 Target Retirement Date 2030: If your birth date is between 1/1/1963 and 12/31/1967 Target Retirement Date 2035: If your birth date is between 1/1/1968 and 12/31/1972 Target Retirement Date 2040: If your birth date is between 1/1/1973 and 12/31/1977 Target Retirement Date 2045: If your birth date is between 1/1/1978 and 12/31/1982 Target Retirement Date 2050: If your birth date is between 1/1/1983 and 12/31/1987 Target Retirement Date 2055: If your birth date is on or after 1/1/1988 The target retirement date funds contain a mixture of equity, bond and other investments. Please see the prospectus for the target retirement date funds to determine if it is appropriate for you. They will be available on Your Benefits Resources on Dec. 1, 2010. usbank.com 5
How the Fund Changes Will Affect Your Account How your money is invested on Nov. 29, 2010 when the second quiet period begins will determine how your money will be invested in the new funds on Dec. 13, 2010. If you contribute to or have a balance in these funds, your current investments and future contribution allocation will be automatically transferred to the new funds, starting Dec. 13. The new investment funds are similar in objectives and risk to the plans current funds. If your money is invested in this fund after 3 p.m. Central time on Nov. 29: T. Rowe Price Retirement Income Fund, 2010, 2020, 2030, 2040 and 2050 Funds First American Strategy Conservative Allocation Fund First American Strategy Balanced Allocation Fund As of Dec. 13, your assets will be automatically invested in these funds: Target Retirement Date Income Fund, 2005, 2010, 2015, 2020, 2025, Target Retirement Date Income Fund, 2005, 2010, 2015, 2020, 2025, Target Retirement Date Income Fund, 2005, 2010, 2015, 2020, 2025, First American Strategy Growth Allocation Fund Target Retirement Date Income Fund, 2005, 2010, 2015, 2020, 2025, First American Strategy Aggressive Allocation Fund PIMCO Total Return Institutional Fund First American Intermediate Government Bond Fund Vanguard Institutional Index Fund Plus Shares First American Large Cap Value Fund Hotchkis & Wiley Large Cap Value Fund First American Large Cap Growth Opportunities Fund TCW Select Equity I Fund SSgA Active Mid Cap Series A Fund First American Mid Cap Value Fund First American Mid Cap Growth Opportunities Fund First American Small Cap Value Fund Dreyfus/Boston Co. Small Cap Value Fund First American Small Cap Growth Opportunities Fund First American Small Cap Select Fund William Blair Small Cap Growth I Fund SSgA International Alpha Select Fund Target Retirement Date Income Fund, 2005, 2010, 2015, 2020, 2025, Active Bond Fund Active Bond Fund US Large Cap Equity Index Fund 50% 50% 50% 50% 50% 50% Active International Equity Fund usbank.com 6
U.S. Bancorp ESOP Stock Fund* U.S. Bancorp ESOP Stock Fund Piper Jaffray Stock Fund* *Same as current fund available today. Piper Jaffray Stock Fund Some future contributions may be rounded For the three existing mid-cap funds (SSgA Active Mid Cap Series A, First American Mid Cap Value Fund and First American Mid Cap Growth Opportunities Fund) that will be mapped 50-50 to two new funds (Active US Large Cap Equity and Active US Small-Mid Equity), please note that your contributions may be rounded slightly if needed to accommodate future contributions to these accounts. Example: Since future contribution allocations must be in 1% increments, if you re currently contributing 25% to one of these existing funds, you cannot contribute 12.5% to each of the two new funds in the future. In this case, the 12.5% to the US Large Cap Equity Fund will be rounded to 13%, and the remaining 12% will be contributed to the US Small-Mid Cap Equity Fund. See Portfolio #3 below for further examples. Some Sample Portfolios Based on the mapping outlined on the previous page, here are some sample portfolios to illustrate how your U.S. Bank 401(k) Savings Plan future investment elections will be directed after the transition. Portfolio 1 Portfolio 2 Portfolio 3 Portfolio 4 100% T. Rowe Price Retirement 2030 Fund (assumes 1968 birth date) 25% PIMCO Total Return Institutional Fund 25% Vanguard Institutional Index Fund Plus Shares 25% TCW Select Equity I Fund 25% First American Small Cap Value Fund 50% First American Intermediate Government Bond Fund 25% SSgA Active Mid Cap Series A Fund 25% U.S. Bancorp ESOP Stock Fund 25% First American Large Cap Value Fund 25% Hotchkis & Wiley Large Cap Value Fund 25% First American Large Cap Growth Opportunities Fund 25% U.S. Bancorp ESOP Stock Fund 100% Target Retirement Date 2035 Fund 25% Active Bond Fund 25% US Large Cap Equity Index Fund 25% 25% 50% Active Bond Fund 13% 12% 25% U.S. Bancorp ESOP Stock Fund 75% 25% U.S. Bancorp ESOP Stock Fund usbank.com 7
Give These New Funds a Look Three of the new funds available starting Dec. 13 will not be connected to the fund mapping described above that is, no portion of your account balance or any future elections will automatically be moved to these funds. Please review the prospectuses for these funds to determine if they are appropriate for you. Prospectuses will be available on Your Benefits Resources on Dec. 1, 2010. If you re interested in investing in these funds, you can take action on or after Dec. 13, 2010 to contribute to these new funds. They are: Bond Index Fund US Small-Mid Equity Index Fund International Equity Index Fund Not sure how you re currently invested? Go online at www.yourbenefitsresources.com/usbank anytime 24/7. Call the U.S. Bank Employee Service Center at 1-800-806-7009. Representatives are available Monday through Friday, 8 a.m. to 8 p.m. Central time. Investment Considerations For your long-term retirement security, you should give careful consideration to the importance of a wellbalanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the quiet period, and you would not be able to direct your account out of such investments during the quiet period. Protect Your Loved Ones Designate Your Beneficiaries A beneficiary is the person (or people) designated to receive a benefit in the event of your death. If you do not have a beneficiary on file, benefits may not be paid according to your wishes or may be delayed. You can designate or change your beneficiaries for the U.S. Bank 401(k) Savings Plan at any time at www.yourbenefitsresources.com/usbank. For More Information For more information, including requesting or viewing a copy of the Summary Plan Description, visit Your Benefits Resources at www.yourbenefitsresources.com/usbank or call the U.S. Bank Employee Service Center at 1-800-806-7009 and follow the prompts for retirement benefits. Representatives are available 8 a.m. to 8 p.m. Central time, Monday through Friday. You will need your retirement program user ID and password. In addition, you may make your requests in writing to the following address: U.S. Bank Employee Service Center P.O. Box 785080 Orlando, FL 32878-5080 usbank.com 8