Second Amendment to U.S. Bank 2005 Outside Directors Deferred Compensation Plan

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Summary

This amendment updates the U.S. Bank 2005 Outside Directors Deferred Compensation Plan. It introduces the Investment Committee as the body overseeing investment options and gives it authority to determine and manage the plan's measurement funds, which affect how directors' deferred compensation accounts are adjusted. The amendment also removes Appendix B and clarifies how participants can select and change investment options. All other terms of the plan remain unchanged.

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EX-10.12(C) 6 d261300dex1012c.htm SECOND AMENDMENT OF U.S. BANCORP, OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN. Second Amendment of U.S. Bancorp, Outside Directors Deferred Compensation Plan.

Exhibit 10.12c

SECOND AMENDMENT

OF

U.S. BANK

2005 OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

The 2005 U.S. Bank Outside Directors Deferred Compensation Plan (the “Plan”) is amended in the following respects:

1. INVESTMENT COMMITTEE. Effective September 23, 2011, the Plan is amended by adding the following definition to Section 1.1 and renumbering Section 1.1 and cross-references accordingly:

 

  (21) The term “Investment Committee” shall mean the Investment Committee for the benefit plans of the Company (or its successor committee).

2. MEASUREMENT FUNDS. Effective September 23, 2011, the Plan is amended by deleting Appendix B (and any cross-references) and by revising Section 4.2(c) to read in full as follows:

 

  (c) Measurement Funds. A Participant must elect at least one of the Plan’s Measurement Funds for the purpose of determining the manner in which such Participant’s Deferred Compensation Account Balance is to be adjusted. The Measurement Funds shall be prescribed from time to time by the Investment Committee (or its designee) in its sole discretion. The Measurement Funds may, but are not required to, include a Company stock fund, which will be invested in Shares, mutual funds and a money market fund. The Investment Committee (or its designee) shall determine rules and procedures for the election of Measurment Funds by Participants and for implementing changes in Measurement Funds. The Investment Committee (or its designee) shall duly consider, but is not required to approve, the Participant’s requested election of the Measurement Fund or Funds. Subject to any transition rules determined by the Committee (or its designee) in its sole discretion, changes in Measurement Funds shall be effective on the date specified by the Investment Committee (or its designee).

3. SAVINGS CLAUSE. Save and except as expressly amended above, the Plan shall continue in full force and effect.