US Bank 2004 Annual Report Download - page 119
Download and view the complete annual report
Please find page 119 of the 2004 US Bank annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.stock were outstanding under the Star Banc Corporation required annual Chief Executive Officer certification to the
1996 Starshare Stock Incentive Plan for Employees (‘‘1996 New York Stock Exchange.
Plan’’). Under the plan, stock options were granted to each Governance Documents Our Corporate Governance
employee of Star Banc Corporation, a predecessor company, Guidelines, Code of Ethics and Business Conduct and Board
other than managers who participated in an executive stock of Directors committee charters are available free of charge
incentive plan. on our web site at usbank.com, by clicking on ‘‘About
No further options will be granted under any of these U.S. Bancorp,’’ then ‘‘Corporate Governance.’’ Shareholders
plans. Under all of the plans, the exercise price of the may request a free printed copy of any of these documents
options equals the fair market value of the underlying from our investor relations department by contacting them
common stock on the grant date. All options granted under at [email protected] or calling (866) 775-9668.
the plan have a term of 10 years from the grant date and
Exhibits
become exercisable over a period of time set forth in the
Financial Statements Filed Page
plan or determined by the committee administering the
U.S. Bancorp and Subsidiaries
plan. Options granted under the plan are nontransferable
Consolidated Financial Statements ******************* 64-67
and, during the optionee’s lifetime, are exercisable only by Notes to Consolidated Financial Statements ************** 68-104
the optionee. Reports of Independent Auditors and Accountants ******** 105
If an optionee is terminated as a result of his or her Schedules to the consolidated financial statements
gross misconduct or offense, all options terminate required by Regulation S-X are omitted since the required
immediately, whether or not vested. Under the 2001 Plan, information is included in the footnotes or is not applicable.
the 1999 Plan and the 1998 Plan, in the event an optionee The following Exhibit Index lists the Exhibits to the
is terminated immediately following a change in control (as Annual Report on Form 10-K.
defined in the plans) of U.S. Bancorp, and the termination is
due to business needs resulting from the change in control (1)3.1 Restated Certificate of Incorporation, as
and not as a result of the optionee’s performance or amended. Filed as Exhibit 3.1 to Form 10-K
conduct, all of the optionee’s outstanding options will for the year ended December 31, 2000.
become immediately vested and exercisable as of the date of (1)3.2 Restated bylaws, as amended. Filed as
such termination. Under the 1996 Plan, all outstanding Exhibit 3.2 to Form 10-K for the year ended
options vest and become exercisable immediately following December 31, 2001.
a change in control. 4.1 [Pursuant to Item 601(b)(4)(iii)(A) of
If the outstanding shares of common stock of Regulation S-K, copies of instruments defining
U.S. Bancorp are changed into or exchanged for a different the rights of holders of long-term debt are not
filed. U.S. Bancorp agrees to furnish a copy
number or kind of shares of stock or other securities as a
thereof to the Securities and Exchange
result of a reorganization, recapitalization, stock dividend,
Commission upon request.]
stock split, combination of shares, reclassification, merger,
(1)4.2 Warrant Agreement, dated as of October 2,
consolidation or similar event, the number of shares
1995, between U.S. Bancorp and First Chicago
underlying outstanding options also may be adjusted. The
Trust Company of New York, as Warrant
plans may be terminated, amended or modified by the Agent and Form of Warrant. Filed as
Board of Directors at any time. Exhibits 4.18 and 4.19 to Registration
Website Access to SEC Reports U.S. Bancorp’s internet Statement on Form S-3, File No. 33-61667.
website can be found at usbank.com. U.S. Bancorp makes (1)4.3 Amended and Restated Rights Agreement,
available free of charge on its website its annual reports on dated as of December 31, 2002, between U.S.
Form 10-K, quarterly reports on Form 10-Q, current Bancorp and Mellon Investor Services LLC.
reports on Form 8-K, and amendments to those reports filed Filed as Exhibit 4.2 to Amendment No. 1 to
Registration Statement on Form 8-A (File
or furnished pursuant to Section 13 or 15(d) of the
No. 001-06880) on December 31, 2002.
Exchange Act, as well as all other reports filed by U.S.
Bancorp with the SEC, as soon as reasonably practicable (1)(2)10.1 U.S. Bancorp 2001 Stock Incentive Plan. Filed
as Exhibit 10.1 to Form 10-K for the year
after electronically filed with, or furnished to, the SEC.
ended December 31, 2001.
Certifications We have filed as exhibits to this annual (1)(2)10.2 Amendment No. 1 to U.S. Bancorp 2001
report on Form 10-K the Chief Executive Officer and Chief Stock Incentive Plan. Filed as Exhibit 10.2 to
Financial Officer certifications required by Section 302 of Form 10-K for the year ended December 31,
the Sarbanes-Oxley Act. We have also submitted the 2002.
U.S. BANCORP 117