8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2010

U.S. BANCORP

(Exact name of registrant as specified in its charter)

1-6880
(Commission File Number)

DELAWARE	41-0255900
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices and zip code)

(651) 466-3000
(Registrant’s telephone number, including area code)

(not applicable)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-4.1

EX-4.2

EX-4.3

EX-4.5

EX-4.6

EX-4.7

EX-4.8

EX-99.1

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

     On June 9, 2010, U.S. Bancorp, a Delaware corporation (the “Company”), filed an Amended Certificate of Designations for the purpose of amending in its entirety the designations, preferences, limitations and relative rights of its Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share and a liquidation preference of $100,000 per share (the “Series A Preferred Stock”), as set forth in the Company’s Certificate of Incorporation. A copy of the Amended Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01. Other Events.

     On June 10, 2010, the Company settled its previously announced offer to exchange (the “Exchange Offer”) up to 1,250,000 of its Depositary Shares (the “Depositary Shares”), each representing a 1/100th interest in a share of the Company’s Series A Preferred Stock, for any and all of the 1,250,000 outstanding 6.189% Fixed-to-Floating Rate Normal Income Trust Securities, liquidation amount $1,000 per security (the “Normal ITS”) of USB Capital IX (the “Trust”), as well as the results of the Company’s concurrent solicitation (the “Consent Solicitation”) of consents (the “Consents”) to proposed amendments to the Trust documents related to the Normal ITS, the indenture pursuant to which the junior subordinated notes that correspond to the Normal ITS were issued and related documents (collectively, the “Proposed Amendments”).

     In the aggregate, the Company issued 547,622 Depositary Shares to tendering holders of Normal ITS in exchange for $547,622,000 aggregate liquidation amount of Normal ITS. The Company has also paid the holders of the $123,087,000 aggregate liquidation amount of Normal ITS for which separate Consents not accompanied by a tender of Normal ITS were received the consent fee of $1.25 per each Normal ITS for which a separate Consent was delivered. The Exchange Offer and the Consent Solicitation each expired at 11:59 p.m., New York City time, on June 7, 2010. The final results of the Exchange Offer and the Consent Solicitation were previously announced on June 8, 2010. The following documents related to the issuance of the Depositary Shares are being filed with this Current Report on Form 8-K and shall be incorporated herein by reference: (i) Amended Certificate of Designations of the Company, dated June 9, 2010; (ii) Deposit Agreement, dated June 10, 2010, between the Company and U.S. Bank National Association and the holders from time to time of the Depositary Receipts described therein; and (iii) form of Series A Preferred Stock certificate; and (iv) form of Depositary Receipt.

     In connection with the Consent Solicitation, the requisite Consents were received to approve the Proposed Amendments, which are operative as of June 10, 2010 in connection with the settlement of the Exchange Offer. The Company has entered into the following agreements to give effect to the Proposed Amendments, which are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) Eighth Supplemental Indenture, dated as of June 10, 2010, between the Company and Wilmington Trust Company, as successor indenture trustee; (ii) Amendment No. 1 to Amended and Restated Trust Agreement of the Trust, dated as of June 10, 2010, among the Company, Wilmington Trust Company, as Delaware Trustee and Property Trustee and the Administrative Trustees named therein; (iii) Amended and Restated Stock Purchase Contract Agreement, dated as of June 10, 2010, between the Company and the Trust, acting through Wilmington Trust Company, as Property Trustee; and (iv) Amended and Restated Collateral Agreement, dated as of June 10, 2010, among the Company, U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through Wilmington Trust Company, as Property Trustee.

     In connection with the settlement of the Exchange Offer referenced above, the Company also entered into a Replacement Capital Covenant, dated June 10, 2010 (the “RCC”), whereby the Company agreed for the benefit of certain of its debt holders named therein that it would not redeem or repurchase shares of Series A Preferred Stock, unless such repurchases or redemptions are made from the proceeds of the issuance of certain qualified securities and pursuant to the other terms and conditions set forth in the RCC. A copy of the RCC is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1	Amended Certificate of Designations of the Company with respect to its Series A Preferred Stock, dated June 9, 2010.
4.2	Form of certificate representing the Series A Preferred Stock.
4.3	Deposit Agreement, dated June 10, 2010, between the Company, U.S. Bank National Association and the holders from time to time of the Depositary Receipts described therein.
4.4	Form of Depositary Receipt (included as part of Exhibit 4.3).
4.5	Eighth Supplemental Indenture, dated as of June 10, 2010, between the Company and Wilmington Trust Company, as successor indenture trustee.
4.6	Amendment No. 1 to Amended and Restated Trust Agreement of the Trust, dated as of June 10, 2010, among the Company, Wilmington Trust Company, as Delaware Trustee and Property Trustee and the Administrative Trustees named therein.
4.7	Amended and Restated Stock Purchase Contract Agreement, dated as of June 10, 2010, between the Company and the Trust, acting through Wilmington Trust Company, as Property Trustee.
4.8	Amended and Restated Collateral Agreement, dated as of June 10, 2010, among the Company, U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through Wilmington Trust Company, as Property Trustee.
99.1	Replacement Capital Covenant of the Company, dated as of June 10, 2010.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. BANCORP
Date: June 10, 2010	By:	/s/ Lee R. Mitau
		Lee R. Mitau
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

4.1	Amended Certificate of Designations of the Company with respect to its Series A Preferred Stock, dated June 9, 2010.
4.2	Form of certificate representing the Series A Preferred Stock.
4.3	Deposit Agreement, dated June 10, 2010, between the Company, U.S. Bank National Association and the holders from time to time of the Depositary Receipts described therein.
4.4	Form of Depositary Receipt (included as part of Exhibit 4.3).
4.5	Eighth Supplemental Indenture, dated as of June 10, 2010, between the Company and Wilmington Trust Company, as successor indenture trustee.
4.6	Amendment No. 1 to Amended and Restated Trust Agreement of the Trust, dated as of June 10, 2010, among the Company, Wilmington Trust Company, as Delaware Trustee and Property Trustee and the Administrative Trustees named therein.
4.7	Amended and Restated Stock Purchase Contract Agreement, dated as of June 10, 2010, between the Company and the Trust, acting through Wilmington Trust Company, as Property Trustee.
4.8	Amended and Restated Collateral Agreement, dated as of June 10, 2010, among the Company, U.S. Bank National Association, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar, and the Trust, acting through Wilmington Trust Company, as Property Trustee.
99.1	Replacement Capital Covenant of the Company, dated as of June 10, 2010.

EX-4.1

Exhibit 4.1

AMENDED CERTIFICATE OF DESIGNATIONS
OF
SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK
OF
U.S. BANCORP

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

     U.S. Bancorp, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

     1. The Risk Management Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”), pursuant to authority conferred upon the Committee by the Board, and by Section 141(c)(2) of the General Corporation Law of the State of Delaware, duly adopted the following resolutions at a meeting duly convened and held on April 19, 2010 to amend in its entirety the designations of the series of preferred stock of the Corporation previously designated as Series A Non-Cumulative Perpetual Preferred Stock:

     “RESOLVED, that pursuant to Section 151(g) of the Delaware General Corporation Law, the designations of the series of preferred stock of the Corporation previously designated “Series A Non-Cumulative Perpetual Preferred Stock” shall be amended in its entirety so that the voting powers, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions on the shares of such series are substantially in the form as set forth on Exhibit A attached hereto, with such changes as the Authorized Officers (as defined below) or the Subcommittee may approve, which is incorporated herein by reference;”

     2. No shares of Series A Non-Cumulative Perpetual Preferred Stock of the Corporation have, as of the date of this Amended Certificate of Designations, been issued.

     IN WITNESS WHEREOF, this Amended Certificate of Designations is executed on behalf of the Corporation by its Vice Chairman and Chief Financial Officer this 9th day of June, 2010.

U.S. BANCORP
By:	/s/ Andrew Cecere
	Andrew Cecere
	Vice Chairman and Chief Financial Officer

EXHIBIT A
TO
AMENDED
CERTIFICATE OF DESIGNATIONS
OF
SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK

     Section 1. Designation. The designation of the series of Preferred Stock shall be Series A Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “Series A Preferred Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock. Series A Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

     Section 2. Number of Shares. The number of authorized shares of Series A Preferred Stock shall be 20,010. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series A Preferred Stock.

     Section 3. Definitions. As used herein with respect to Series A Preferred Stock:

     “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in Minneapolis, Minnesota, New York, New York or Wilmington, Delaware are not authorized or obligated by law, regulation or executive order to close.

     “Depositary Company” shall have the meaning set forth in Section 6(d) hereof.

     “Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

     “Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

     “DTC” means The Depository Trust Company, together with its successors and assigns.

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     “Junior Stock” means the Corporation’s common stock and any other class or series of stock of the Corporation hereafter authorized over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

     “London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London, England.

     “Parity Stock” means any other class or series of stock of the Corporation that ranks on a par with Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

     “Preferred Director” shall have the meaning set forth in Section 7 hereof.

     “Reuters Screen LIBOR01 Page” means the display designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).

     “Series A Preferred Stock” shall have the meaning set forth in Section 1 hereof.

     Stock Purchase Date” means the first to occur of any January 15, April 15, July 15 and October 15, or if any such day is not a Business Day, the next Business Day, after the Remarketing Settlement Date or the Remarketing Date of a Failed Remarketing, as such terms are defined in that certain Third Supplemental Indenture, dated as of March 17, 2006, between the Corporation and Wilmington Trust Company, as successor indenture trustee, amending and supplementing that certain Junior Subordinated Indenture dated as of August 28, 2005, between the Company and Delaware Trust Company, National Association, as thereby amended from time to time.

     “Three-Month LIBOR” means, with respect to any Dividend Period beginning on or after the later of April 15, 2011 and the Stock Purchase Date, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period, as that rate appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the second London Banking Day preceding the first day of that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Corporation, at approximately 11:00 A.M., London time on the second London Banking Day preceding the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may be acting as

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calculation agent for the Corporation, will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if the banks selected by the calculation agent to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series A Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be on file at the principal offices of the Corporation, will be made available to any holder of Series A Preferred Stock upon request and will be final and binding in the absence of manifest error.

     Section 4. Dividends.

          (a) Rate. Holders of Series A Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation , but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $100,000 per share of Series A Preferred Stock, and no more, payable on the following dates: (1) from the date of original issuance to the later of April 15, 2011 and the Stock Purchase Date, semi-annually in arrears on each April 15 and October 15 through the later of April 15, 2011 and (i) the Stock Purchase Date (if the Stock Purchase Date is also a Dividend Payment Date), or (ii) the Dividend Payment Date immediately preceding the Stock Purchase Date (if the Stock Purchase Date is not a Dividend Payment Date), and (2) from and including the later of April 15, 2011 and the Stock Purchase Date, quarterly in arrears on each January 15, April 15, July 15 or October 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). If any portion of a declared semi-annual dividend payment has accrued but has not been paid as of the Stock Purchase Date, such accrued amount shall be paid on the Stock Purchase Date. The period from and including the original date of issuance of the Series A Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a

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“Dividend Period.” Dividends on each share of Series A Preferred Stock will accrue on the liquidation preference of $100,000 per share (i) from the date of issuance to but not including the later of the Dividend Payment Date in April 2011 and the Stock Purchase Date at a rate per annum equal to 7.189%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to the greater of (x) Three-Month LIBOR plus 1.02% or (y) 3.50%.The record date for payment of dividends on the Series A Preferred Stock shall be the last Business Day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. The amount of dividends payable for any period prior to the later of April 15, 2011 and the Stock Purchase Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months and dividends for periods thereafter shall be computed on the basis of a 360-day year and the actual number of days elapsed.

          (b) Non-Cumulative Dividends. Dividends on shares of Series A Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series A Preferred Stock are not declared, in full or otherwise, in respect of any Dividend Period, then such undeclared dividends shall not cumulate and shall cease to accrue and be payable and the Corporation shall have no obligation to pay, and the holders of Series A Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared or paid for any subsequent Dividend Period with respect to Series A Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Corporation.

          (c) Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Parity Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside. The foregoing shall not restrict the ability of the Corporation, or any affiliate of the Corporation, to engage in any market-making transactions in the Junior Stock or Parity Stock in the ordinary course of business. When

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dividends are not paid in full upon the shares of Series A Preferred Stock and any Parity Stock, all dividends declared upon shares of Series A Preferred Stock and any Parity Stock shall be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share on Series A Preferred Stock, and accrued dividends, including any accumulations on Parity Stock, bear to each other. No interest will be payable in respect of any dividend payment on shares of Series A Preferred Stock that may be in arrears. If the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to the holders of the Series A Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may be declared and paid on any Junior Stock from time to time out of any assets legally available therefor, and the shares of Series A Preferred Stock or Parity Stock shall not be entitled to participate in any such dividend.

     Section 5. Liquidation Rights.

          (a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, holders of Series A Preferred Stock shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Corporation may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Corporation’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $100,000 per share, plus any authorized, declared and unpaid dividends for the then-current Dividend Period to the date of liquidation. The holder of Series A Preferred Stock shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than what is expressly provided for in this Section 5.

          (b) Partial Payment. If the assets of the Corporation are not sufficient to pay in full the liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series A Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series A Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of Series A Preferred Stock and all such Parity Stock.

          (c) Residual Distributions. If the liquidation preference plus any authorized, declared and unpaid dividends has been paid in full to all holders of Series A Preferred

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Stock and all holders of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Corporation according to their respective rights and preferences.

          (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, nor shall the merger, consolidation or any other business combination transaction of the Corporation into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation.

     Section 6. Redemption.

          (a) Optional Redemption. The Series A Preferred Stock may not be redeemed prior to the later of April 15, 2011 and the Stock Purchase Date. Thereafter, so long as full dividends on all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid or declared and a sum sufficient for the payment thereof set aside, the Corporation, at the option of its Board of Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part the shares of Series A Preferred Stock at the time outstanding, at any time on or after the later of April 15, 2011 and the Stock Purchase Date, upon notice given as provided in Section 6(b) below. The redemption price for shares of Series A Preferred Stock shall be $100,000 per share plus dividends that have been declared but not paid plus accrued and unpaid dividends for the then-current Dividend Period to the redemption date.

          (b) Notice of Redemption. Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such shares to be redeemed at their respective last addresses appearing on the stock register of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Notwithstanding the foregoing, if the Series A Preferred Stock is held in book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series A Preferred

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Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed by such holder; (iii) the redemption price; (iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

          (c) Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series A Preferred Stock in proportion to the number of Series A Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

          (d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all assets necessary for the redemption have been set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Corporation with a bank or trust company selected by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors (the “Depositary Company”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company at any time after the redemption date from the funds so deposited, without interest. The Corporation shall be entitled to receive, from time to time, from the Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Corporation, and in the event of such repayment to the Corporation, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Corporation, but shall in no event be entitled to any interest.

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     Section 7. Voting Rights. The holders of Series A Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and except that:

          (a) Supermajority Voting Rights—Amendments. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series A Preferred Stock at the time outstanding, voting separately as a class, shall be required to authorize any amendment of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any certificate of designations or any similar document relating to any series of preferred stock) which will materially and adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series A Preferred Stock or authorized preferred stock of the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock.

          (b) Supermajority Voting Rights—Priority. Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66-2/3% of all of the shares of the Series A Preferred Stock and all other Parity Stock, at the time outstanding, voting as a single class without regard to series, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking prior to the shares of the Series A Preferred Stock and all other Parity Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation.

          (c) Special Voting Right.

               (i) Voting Right. If and whenever dividends on the Series A Preferred Stock or any other class or series of Parity Stock, and upon which voting rights equivalent to those granted by this Section 7(c) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to the stated dividend for at least six quarterly dividend periods (whether consecutive or not), the number of directors constituting the Board of Directors of the Corporation shall be increased by two, and the holders of the Series A Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the

A-8

election of directors if such default in dividends did not exist), shall have the right, voting separately as a single class without regard to series, to the exclusion of the holders of common stock, to elect two directors of the Corporation to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the election of such directors must not cause the Corporation to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Corporation’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors of the Corporation shall at no time include more than two such directors. Each such director elected by the holders of shares of Series A Preferred Stock and any other class or series of Parity Stock is a “Preferred Director”.

               (ii) Election. The election of the Preferred Directors will take place at any annual meeting of stockholders or any special meeting of the holders of Series A Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series A Preferred Stock as to payment of dividends and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon the written request of any holder of Series A Preferred Stock (addressed to the secretary at the Corporation’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series A Preferred Stock and any other class or series of preferred stock that ranks on parity with Series A Preferred Stock as to payment of dividends and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per director on any matter.

               (iii) Notice for Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Corporation’s by-laws for a special meeting of the stockholders. If the secretary of the Corporation does not call a special meeting within 20 days after receipt of any such request, then any holder of Series A Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as provided in this Section 7(c)(iii), and for that purpose will have access to the stock register of the Corporation. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Corporation’s stockholders unless they have been previously terminated or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of a Preferred Director occurs (other than prior to the initial election of the Preferred Directors), the vacancy may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by the vote of the holders of the Series A Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or

A-9

not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

               (iv) Termination; Removal. Whenever full dividends have been paid regularly on the Series A Preferred Stock and any other class or series of Parity Stock for at least four consecutive dividend periods, then the right of the holders of Series A Preferred Stock to elect such additional two directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future dividend periods). The terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Corporation’s board of directors will be reduced accordingly. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of Series A Preferred Stock (together with holders of any other class of the Corporation’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(c).

     Section 8. Conversion. The holders of Series A Preferred Stock shall not have any rights to convert such Series A Preferred Stock into shares of any other class of capital stock of the Corporation.

     Section 9. Rank. Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designations to the contrary, the Board of Directors of the Corporation, the Committee or any authorized committee of the Board of Directors of the Corporation, without the vote of the holders of the Series A Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of securities ranking senior to the Series A Preferred Stock as to dividends and upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

     Section 10. Repurchase. Subject to the limitations imposed herein, the Corporation may purchase and sell Series A Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine; provided, however, that the Corporation shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Corporation is, or by such purchase would be, rendered insolvent.

     Section 11. Unissued or Reacquired Shares. Shares of Series A Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by

A-10

the Corporation shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

     Section 12. No Sinking Fund. Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

* * * * *

A-11

EX-4.2

Exhibit 4.2

Number: A-1	5,746.22 Shares
	SEE REVERSE FOR IMPORTANT NOTICE
	ON TRANSFER RESTRICTIONS AND
	OTHER INFORMATION
	CUSIP 902973 866

U.S. BANCORP
a Corporation Organized Under the Laws of the State of Delaware

     THIS CERTIFIES THAT U.S. Bank National Association, as depositary is the owner of 5,746.22 fully paid and non-assessable shares of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, liquidation preference of $100,000.00 per share, of

U.S. Bancorp

(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the By-laws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Registrar.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.

DATED   June 10, 2010
Countersigned and Registered:
Registrar	(SEAL)	President
By:
		Secretary

IMPORTANT NOTICE

The Corporation will furnish to any shareholder, on request, without charge and in writing, a full statement of the powers, designations and any preferences, conversion and other rights, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Incorporation of the Corporation, as amended from time to time, a copy of which will be sent without charge to each shareholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Registrar.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED,
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common
TEN ENT	- as tenants by the entireties
JT TEN	- as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -		Custodian
	(Custodian)		(Minor)
	under Uniform Gifts to Minors Act
			(State)

Additional abbreviations by also be used though not in the above list.

FOR VALUE RECEIVED,                                            hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

                                           (                     ) shares represented by this Certificate and do hereby irrevocably constitute and appoint                                            Attorney to transfer the said shares on the books of the Corporation, with full power of substitution in the premises.

Dated:	,
	,
In presence of:		NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

EX-4.3

Exhibit 4.3

DEPOSIT AGREEMENT

among

U.S. BANCORP,

U.S. BANK NATIONAL ASSOCIATION

as Depositary,

and

THE HOLDERS FROM TIME TO TIME OF

THE DEPOSITARY RECEIPTS DESCRIBED HEREIN

Dated as of June 10, 2010

TABLE OF CONTENTS

	Page
ARTICLE I DEFINED TERMS
Section 1.1. Definitions		1
ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
Section 2.1. Form and Transfer of Receipts		2
Section 2.2. Deposit of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof		3
Section 2.3. Registration of Transfer of Receipts		4
Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock		4
Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts		5
Section 2.6. Lost Receipts, etc		6
Section 2.7. Cancellation and Destruction of Surrendered Receipts		6
Section 2.8. Redemption of Series A Preferred Stock		6
ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION
Section 3.1. Filing Proofs, Certificates and Other Information		7
Section 3.2. Payment of Taxes or Other Governmental Charges		8
Section 3.3. Warranty as to Series A Preferred Stock		8
Section 3.4. Warranty as to Receipts		8
ARTICLE IV THE DEPOSITED SECURITIES; NOTICES
Section 4.1. Cash Distributions		8
Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges		9
Section 4.3. Subscription Rights, Preferences or Privileges		9
Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts		10
Section 4.5. Voting Rights		11
Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc		11

	Page
Section 4.7. Delivery of Reports		12
Section 4.8. Lists of Receipt Holders		12
ARTICLE V THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION
Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar		12
Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation		13
Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation		13
Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary		14
Section 5.5. Corporate Notices and Reports		15
Section 5.6. Indemnification by the Corporation		16
Section 5.7. Fees, Charges and Expenses		16
ARTICLE VI AMENDMENT AND TERMINATION
Section 6.1. Amendment		16
Section 6.2. Termination		17
ARTICLE VII MISCELLANEOUS
Section 7.1. Counterparts		17
Section 7.2. Exclusive Benefit of Parties		17
Section 7.3. Invalidity of Provisions		17
Section 7.4. Notices		18
Section 7.5. Depositary’s Agents		18
Section 7.6. Appointment of Registrar, Dividend		19
Disbursing Agent and Redemption Agent in Respect of the Series A Preferred Stock
Section 7.7. Appointment of Calculation Agent		19
Section 7.8. Holders of Receipts Are Parties		19
Section 7.9. Governing Law		19
Section 7.10. Inspection of Deposit Agreement		19
Section 7.11. Headings		20
Exhibit A Form of Receipt		A- 1
Exhibit B Form of Officer’s Certificate		B- 1

ii 

          DEPOSIT AGREEMENT, dated as of June 10, 2010, among (i) U.S. BANCORP, a Delaware corporation, (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association formed under the laws of the United States, and (iii) the Holders from time to time of the Receipts described herein.

          WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Series A Preferred Stock of the Corporation from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts evidencing Depositary Shares in respect of the Series A Preferred Stock so deposited; and

          WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

          NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

ARTICLE I
DEFINED TERMS

          Section 1.1. Definitions.

          The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:

          “Certificate” shall mean the relevant Certificate of Designations filed with the Secretary of State of the State of Delaware, as amended, establishing the Series A Preferred Stock as a series of preferred stock of the Corporation.

          “Corporation” shall mean U.S. Bancorp, a Delaware corporation, and its successors.

          “Deposit Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.

          “Depositary” shall mean U.S. Bank National Association, a national banking association formed under the laws of the United States, and any successor as Depositary hereunder.

          “Depositary Shares” shall mean the depositary shares, each representing one-one hundredth of one share of the Series A Preferred Stock, evidenced by a Receipt.

          “Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5.

          “Depositary’s Office” shall mean the principal office of the Depositary in New York, New York, at which at any particular time its depositary receipt business shall be administered.

          “Officer’s Certificate” means a certificate in substantially the form set forth as Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Series A Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to time in accordance with the terms hereof.

          “Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series A Preferred Stock held of record by the Record Holder of such Depositary Shares.

          “Record Holder” or “Holder” as applied to a Receipt shall mean the person in whose name such Receipt is registered on the books of the Depositary maintained for such purpose.

          “Registrar” shall mean the Depositary or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers of Receipts as herein provided and if a successor Registrar shall be so appointed, references herein to “the books” of or maintained by the Depository shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Series A Preferred Stock” shall mean the shares of the Corporation’s Series A Non-Cumulative Perpetual Preferred Stock, $1.00 par value, with a liquidation preference of $100,000 per share, designated in the Certificate and described in the Officer’s Certificate delivered pursuant to Section 2.2 hereof.

ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF SERIES A PREFERRED STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

          Section 2.1. Form and Transfer of Receipts.

          The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise prepared so as to comply with applicable rules of the New York Stock Exchange, Inc. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which may be printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive

2

Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of Section 2.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement as definitive Receipts.

          Receipts shall be executed by the Depositary by the manual signature of a duly authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual signature by a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual signature by a duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.

          Receipts shall be in denominations of any number of whole Depositary Shares.

          Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Series A Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject.

          Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

          Section 2.2. Deposit of Series A Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.

          Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time to time deposit shares of Series A Preferred Stock under this Deposit Agreement by delivery to the Depositary of a certificate or certificates for such shares of Series A Preferred Stock to be deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together

3

with all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and an executed Officer’s Certificate attaching the Certificate and all other information required to be set forth therein, and together with a written order of the Corporation directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing such deposited Series A Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates.

          The Series A Preferred Stock that is deposited shall be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine. The Depositary shall not lend any Series A Preferred Stock deposited hereunder.

          Upon receipt by the Depositary of a certificate or certificates for Series A Preferred Stock deposited in accordance with the provisions of this Section, together with the other documents required as above specified, and upon recordation of the Series A Preferred Stock on the books of the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing the Series A Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

          Section 2.3. Registration of Transfer of Receipts.

          Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

          Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series A Preferred Stock.

          Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts

4

surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt or Receipts so surrendered.

          Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series A Preferred Stock and all money and other property, if any, represented thereby by surrendering such Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall deliver to such Holder, or to the person or persons designated by such Holder as hereinafter provided, the number of whole shares of Series A Preferred Stock and all money and other property, if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such whole shares of Series A Preferred Stock will not thereafter be entitled to deposit such Series A Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary Shares representing the number of whole shares of Series A Preferred Stock, Depositary shall at the same time, in addition to such number of whole shares of Series A Preferred Stock and such money and other property, if any, to be so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares.

          In no event will fractional shares of Series A Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Series A Preferred Stock and money and other property, if any, being withdrawn may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate.

          If the Series A Preferred Stock and the money and other property, if any, being withdrawn are to be delivered to a person or persons other than the Record Holder of the related Receipt or Receipts being surrendered for withdrawal of such Series A Preferred Stock, such Holder shall execute and deliver to the Depositary a written order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such Holder for withdrawal of such shares of Series A Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.

          Delivery of the Series A Preferred Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.

          Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.

          As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and

5

genuineness of any signature, and may also require compliance with such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Deposit Agreement and/or applicable law.

          The deposit of the Series A Preferred Stock may be refused, the delivery of Receipts against Series A Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

          Section 2.6. Lost Receipts, etc.

          In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing of the Depositary with reasonable indemnification satisfactory to the Depositary.

          Section 2.7. Cancellation and Destruction of Surrendered Receipts.

          All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.

          Section 2.8. Redemption of Series A Preferred Stock.

          Whenever the Corporation shall be permitted and shall elect to redeem shares of Series A Preferred Stock in accordance with the terms of the Certificate, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series A Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series A Preferred Stock is in accordance with the provisions of the Certificate. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Series A Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption, in accordance with the provisions of the Certificate, the Depositary shall redeem the number of Depositary Shares representing such Series A Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series A Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date

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fixed for redemption of such Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series A Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable.

          Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series A Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series A Preferred Stock so called for Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-one hundredth of the redemption price per share of Series A Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series A Preferred Stock to be so redeemed and have not therefore been paid.

          If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

ARTICLE III
CERTAIN OBLIGATIONS OF
HOLDERS OF RECEIPTS AND THE CORPORATION

          Section 3.1. Filing Proofs, Certificates and Other Information.

          Any Holder of a Receipt may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates and to make such

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representations and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal of the Series A Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made.

          Section 3.2. Payment of Taxes or Other Governmental Charges.

          Holders of Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Series A Preferred Stock and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused until any such payment due is made, and any dividends, interest payments or other distributions may be withheld or any part of or all the Series A Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency.

          Section 3.3. Warranty as to Series A Preferred Stock.

          The Corporation hereby represents and warrants that the Series A Preferred Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Series A Preferred Stock and the issuance of the related Receipts.

          Section 3.4. Warranty as to Receipts.

          The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid interests in the Series A Preferred Stock. Such representation and warranty shall survive the deposit of the Series A Preferred Stock and the issuance of the Receipts.

ARTICLE IV
THE DEPOSITED SECURITIES; NOTICES

          Section 4.1. Cash Distributions.

          Whenever the Depositary shall receive any cash dividend or other cash distribution on the Series A Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in case the Corporation or the Depositary shall be required to withhold and shall withhold from any cash dividend or other cash distribution in respect of the Series A Preferred Stock an amount on account of taxes, the amount made available for distribution or distributed in respect of Depositary

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Shares shall be reduced accordingly. The Depositary shall distribute or make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any Holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution to Record Holders of Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified tax identification number on a properly completed Form W-8 or W-9, as may be applicable. Each Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions to be made hereunder.

          Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges.

          Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series A Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depositary and the Depositary shall not make any distribution of such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions.

          Section 4.3. Subscription Rights, Preferences or Privileges.

          If the Corporation shall at any time offer or cause to be offered to the persons in whose names the Series A Preferred Stock is recorded on the books of the Corporation any rights, preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the Record Holders of Receipts in such manner as the Depositary may determine, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the approval of the Corporation; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depositary determines that it is not lawful or (after consultation with the Corporation) not feasible to make such rights,

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preferences or privileges available to Holders of Receipts by the issue of warrants or otherwise, or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in its discretion (with approval of the Corporation, in any case where the Depositary has determined that it is not feasible to make such rights, preferences or privileges available), may, if applicable laws or the terms of such rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.

          The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that the offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act.

          The Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges.

          Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.

          Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to the Series A Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of the Series A Preferred Stock are entitled to vote or of which holders of the Series A Preferred Stock are entitled to notice, or whenever the Depositary and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Corporation with respect to or otherwise in accordance with the terms of the Series A Preferred Stock) for the determination of the Holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the

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exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.

          Section 4.5. Voting Rights.

          Subject to the provisions of the Certificate, upon receipt of notice of any meeting at which the holders of the Series A Preferred Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the Corporation which shall contain (i) such information as is contained in such notice of meeting and (ii) a statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Series A Preferred Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Corporation) and a brief statement as to the manner in which such instructions may be given. Upon the written request of the Holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Series A Preferred Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Corporation hereby agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series A Preferred Stock or cause such Series A Preferred Stock to be voted. In the absence of specific instructions from Holders of Receipts, the Depositary will vote the Series A Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Holders proportionately with votes cast pursuant to instructions received from the other Holders.

          Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.

          Upon any change in par or stated value, split-up, combination or any other reclassification of the Series A Preferred Stock, subject to the provisions of the Certificate, or upon any recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by one Depositary Share in one share of Series A Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series A Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination or other reclassification of the Series A Preferred Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series A Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series A Preferred Stock. In any such case the Depositary may in its discretion, with the approval of the Corporation, execute and deliver additional Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities. Anything to the contrary herein notwithstanding, Holders of Receipts shall have the right from and after the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Series A Preferred Stock or

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any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series A Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares and other securities and property and cash into which the Series A Preferred Stock represented by such Receipts might have been converted or for which such Series A Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction.

          Section 4.7. Delivery of Reports.

          The Depositary shall furnish to Holders of Receipts any reports and communications received from the Corporation which is received by the Depositary and which the Corporation is required to furnish to the holders of the Series A Preferred Stock.

          Section 4.8. Lists of Receipt Holders.

          Reasonably promptly upon request from time to time by the Corporation, at the sole expense of the Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts.

ARTICLE V
THE DEPOSITARY, THE DEPOSITARY’S
AGENTS, THE REGISTRAR AND THE CORPORATION

          Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.

          Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement.

          The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts.

          The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.

          The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series A Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary

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Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Corporation. If the Receipts, Depositary Shares or Series A Preferred Stock are listed on one or more other securities exchanges, the Depositary will, at the request of the Corporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of the Receipts, Depositary Shares or Series A Preferred Stock as may be required by law or applicable securities exchange regulation.

          Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation.

          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall incur any liability to any Holder of Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Corporation’s Restated Certificate of Incorporation (including the Certificate) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement.

          Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation.

          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts other than for its negligence, willful misconduct or bad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits).

          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series A Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required.

          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be liable for any action or any failure to act by it in reliance upon the written

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advice of legal counsel or accountants, or information from any person presenting Series A Preferred Stock for deposit, any Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

          The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series A Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar.

          The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates.

          The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Series A Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.

          In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

          Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary.

          The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.

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          The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.

          In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series A Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the Record Holders of Receipts.

          Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary.

          Section 5.5. Corporate Notices and Reports.

          The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities exchange upon which the Series A Preferred Stock, the Depositary Shares or the Receipts are listed or by the Corporation’s Restated Certificate of Incorporation (including the Certificate), to be furnished to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide the Depositary with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit to the Record Holders of Receipts at the Corporation’s expense such other documents as may be requested by the Corporation.

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          Section 5.6. Indemnification by the Corporation.

          Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation set forth in this Section 5.6 shall survive any succession of any Depositary, Registrar or Depositary’s Agent.

          Section 5.7. Fees, Charges and Expenses.

          The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection with the initial deposit of the Series A Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series A Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series A Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree.

ARTICLE VI
AMENDMENT AND TERMINATION

          Section 6.1. Amendment.

          The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Corporation and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved by the Holders of Receipts representing in the aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any such amendment

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becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Depositary Agreement as amended thereby. In no event shall any amendment impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder the Series A Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange.

          Section 6.2. Termination.

          This Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares issued hereunder have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Series A Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable or (iii) upon the consent of Holders of Receipts representing in the aggregate not less than two-thirds of the Depositary Shares outstanding.

          Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.

ARTICLE VII
MISCELLANEOUS

          Section 7.1. Counterparts.

          This Deposit Agreement may be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument.

          Section 7.2. Exclusive Benefit of Parties.

          This Deposit Agreement is for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.

          Section 7.3. Invalidity of Provisions.

          In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

17

          Section 7.4. Notices.

          Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or facsimile transmission or electronic mail, confirmed by letter, addressed to the Corporation at

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Treasury Department
Facsimile No.: (612) 303-1338

or at any other addresses of which the Corporation shall have notified the Depositary in writing.

          Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office at

U.S. Bank National Association
100 Wall Street
New York, New York 10005
Attention: Corporate Trust Services
Facsimile No.: (212) 509-3384

or at any other address of which the Depositary shall have notified the Corporation in writing.

          Any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder shall have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request.

          Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Corporation may, however, act upon any facsimile transmission received by it from the other or from any Holder of a Receipt, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.

          Section 7.5. Depositary’s Agents.

          The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The Depositary will promptly notify the Corporation of any such action.

18

          Section 7.6. Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series A Preferred Stock.

          Unless otherwise set forth on the Officer’s Certificate delivered pursuant to Section 2.2 hereof, the Corporation hereby appoints U.S. Bank National Association as registrar, dividend disbursing agent and redemption agent in respect of the Series A Preferred Stock deposited with the Depositary hereunder, and U.S. Bank National Association hereby accepts such appointments. With respect to the appointments of U.S. Bank National Association as registrar, dividend disbursing agent and redemption agent in respect of the Series A Preferred Stock, each of the Corporation and U.S. Bank National Association, in their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder, respectively, as if explicitly named in each such provision.

          Section 7.7. Appointment of Calculation Agent.

          The Officer’s Certificate referred to in Section 2.2 hereof shall set forth the name of the calculation agent, if any, with respect to calculating the amount of dividends to be paid with respect to the Series A Preferred Stock, and if the Officer’s Certificate names U.S. Bank National Association as calculation agent, it shall be deemed to be appointed as calculation agent only if U.S. Bank National Association has accepted such appointment in writing as agreed between U.S. Bank National Association and the Corporation. If U.S. Bank National Association is appointed as such calculation agent, each of the Corporation and such calculation agent, in their respective capacities under such appointment, shall be entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder, respectively, as if explicitly named in each such provision. Also, if U.S. Bank National Association is appointed as such calculation agent, it shall be entitled to receive a description of the calculations required under the Series A Preferred Stock and the categories of information under which it is entitled to seek guidance from the Corporation. In furtherance thereof, such calculation agent may seek guidance from the Corporation with one day notice in making any determinations thereunder.

          Section 7.8. Holders of Receipts Are Parties.

          The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s Certificate by acceptance of delivery thereof.

          Section 7.9. Governing Law.

          This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable conflicts of law principles.

          Section 7.10. Inspection of Deposit Agreement.

          Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt.

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          Section 7.11. Headings.

          The headings of articles and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or interpretation of any provision contained herein or in the Receipts.

[Remainder of page intentionally left blank; signature page follows.]

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          IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Agreement as of the day and year first above set forth, and all Holders of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.

U.S. BANCORP
By:	/s/ Kenneth D. Nelson
	Name:	Kenneth D. Nelson
	Title:	Executive Vice President and Treasurer

U.S. Bank National Association
Attested by:	/s/ Patrick J. Crowley
	Name:	Patrick J. Crowley
	Title:	Vice President

[Deposit Agreement]

EXHIBIT A

[FORM OF FACE OF RECEIPT]

Unless this receipt is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to U.S. Bancorp or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

DEPOSITARY SHARES
DR-1
DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH
REPRESENTING ONE-ONE HUNDREDTH OF ONE SHARE OF
SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK,
OF
U.S. BANCORP
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 902973 866
SEE REVERSE FOR CERTAIN DEFINITIONS

          U.S. Bank National Association, as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing one-hundredth of one share of Series A Non-Cumulative Perpetual Preferred Stock, liquidation preference $100,000 per share, par value $1.00 per share (the “Series A Preferred Stock”), of U.S. Bancorp, a Delaware corporation (the “Corporation”), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of June 10, 2010 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof.

Dated:

U.S. Bank National Association, Depositary

By:

Authorized Officer

A-1

[FORM OF REVERSE OF RECEIPT]

U.S. BANCORP

          U.S. BANCORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF THE SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF U.S. BANCORP. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

          The Corporation will furnish without charge to each receiptholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the Registrar.

EXPLANATION OF ABBREVIATIONS

          The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.

Abbreviation	Equivalent Phrase	Abbreviation	Equivalent Phrase
JT TEN	As joint tenants, with right of survivorship and not as tenants in common	TEN BY ENT	As tenants by the entireties
TEN IN COM	As tenants in common	UNIF GIFT MIN ACT	Uniform Gifts to Minors Act

Abbreviation	Equivalent Word	Abbreviation	Equivalent Word	Abbreviation	Equivalent Word
ADM	Administrator(s), Administratrix	EX	Executor(s), Executrix	PAR	Paragraph
AGMT	Agreement	FBO	For the benefit of	PL	Public Law
ART	Article	FDN	Foundation	TR	(As) trustee(s), for, of
CH	Chapter	GDN	Guardian(s)	U	Under
CUST	Custodian for	GDNSHP	Guardianship	UA	Under agreement
DEC	Declaration	MIN	Minor(s)	UW	Under will of, Of will of, Under last will & testament
EST	Estate, of Estate of

          For value received,                                         hereby sell(s), assign(s) and transfer(s) unto

          INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

          PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares represented by the within Receipt, and do(es) hereby irrevocably constitute and appoint                                         Attorney to transfer the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.

Dated:

A-2

NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.

SIGNATURE GUARANTEED

NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

A-3

EXHIBIT B

FORM OF OFFICER’S CERTIFICATE

          I,                     , [title]                     of U.S. Bancorp (the “Corporation”), hereby certify that pursuant to the terms of an Amended Certificate of Designations filed with the Secretary of State of the State of Delaware on June 9, 2010 (the “Certificate of Designations”), and pursuant to resolutions adopted by the Risk Management Committee of the Board of Directors of the Corporation (the “Risk Management Committee”) on April 19, 2010, the Corporation has established the Series A Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement, dated as of June 10, 2010, by and among the Corporation, U.S. Bank National Association and the Holders of Receipts issued thereunder from time to time (the “Deposit Agreement”). In connection therewith, the Board of Directors or a duly authorized committee thereof has authorized the terms and conditions with respect to the Series A Preferred Stock as described in the Certificate of Designations attached as Annex A hereto. Any terms of the Series A Preferred Stock that are not so described in the Certificate of Designations and any terms of the Receipts representing such Series A Preferred Stock that are not described in the Deposit Agreement are described below:

Aggregate Number of shares of Series A Preferred Stock issued on the day hereof:

CUSIP Number for Receipt: 902973 866

Denomination of Depositary Share per
share of Series A Preferred Stock (if different than
1/100th of a share of Series A Preferred Stock):

Redemption Provisions (if different
than as set forth in the Deposit
Agreement):

Name of Global Receipt Depositary:

Name of Registrar
with Respect to the Receipts (if
other than U.S. Bank National Association.):

Name of Registrar,
Dividend Disbursing Agent, and
Redemption Agent with Respect to the
Series A Preferred Stock (if other than U.S. Bank National Association):
Name of Calculation Agent, if any:
Special terms and conditions:

Closing date:

B-1

          Pursuant to the terms of the Deposit Agreement, the Corporation hereby appoints U.S. Bank National Association as calculation agent (the “Calculation Agent”) for the Series A Preferred Stock described in the Certificate of Designations attached hereto.

          All capitalized terms used but not defined herein shall have such meaning as ascribed thereto in the Deposit Agreement.

          This certificate is dated June                     , 2010.

Name:

Title:

Agreed and Accepted by U.S. Bank National Association, as Calculation Agent

Name:

Title:

B-2

EX-4.5

Exhibit 4.5

EIGHTH SUPPLEMENTAL INDENTURE

between

U.S. BANCORP

and

WILMINGTON TRUST COMPANY,
as Trustee

DATED AS OF JUNE 10, 2010

Supplement to Junior Subordinated Indenture dated as of April 28, 2005,
as supplemented by that certain First Supplemental Indenture
dated as of August 3, 2005 and that certain Second Supplemental Indenture
dated as of December 29, 2005 and that certain Third Supplemental Indenture
dated as of March 17, 2006 and that certain Fourth Supplemental Indenture dated as of
April 12, 2006 and that certain Fifth Supplemental Indenture dated as of August 30, 2006
and that certain Sixth Supplemental Indenture dated as of February 1, 2007 and that certain
Seventh Supplemental Indenture dated as of December 10, 2009

     EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 10, 2010 (this “Supplemental Indenture”), among U.S. BANCORP, a Delaware corporation (hereinafter called the “Company”), having its principal office at 800 Nicollet Mall, Minneapolis, Minnesota 55402, WILMINGTON TRUST COMPANY, a Delaware banking corporation, as successor Trustee (hereinafter called the “Trustee”), and U.S. Bank National Association, as Securities Registrar and Paying Agent.

RECITALS

     WHEREAS, the Company and Delaware Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as original Trustee (hereinafter called the “Original Trustee”), have entered into that certain Junior Subordinated Indenture, dated as of April 28, 2005 (the “Base Indenture”), which was amended and supplemented by the First Supplemental Indenture, dated as of August 3, 2005 (the “First Supplemental Indenture”), which was further amended and supplemented by the Second Supplemental Indenture, dated as of December 29, 2005, among the Company, the Original Trustee and the Trustee (the “Second Supplemental Indenture”), which was further amended and supplemented by the Third Supplemental Indenture, dated as of March 17, 2006, (the “Third Supplemental Indenture”), which was further amended and supplemented by the Fourth Supplemental Indenture, dated as of April 12, 2006 (the “Fourth Supplemental Indenture”), which was further amended and supplemented by the Fifth Supplemental Indenture, dated as of August 30, 2006 (the “Fifth Supplemental Indenture”), which was further amended and supplemented by the Sixth Supplemental Indenture, dated as of February 1, 2007 (the “Sixth Supplemental Indenture”), and which was further amended and supplemented by the Seventh Supplemental Indenture, dated as of December 10, 2009 (the “Seventh Supplemental Indenture” and, together with the Junior Subordinated Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, collectively referred to herein as the “Indenture”); providing for the issuance from time to time of Securities;

     WHEREAS, pursuant to Section 9.1(3) of the Base Indenture, the Company and the Trustee entered into the Third Supplemental Indenture to establish the form and terms of the Company’s Remarketable Junior Subordinated Notes due 2042 (the “Original Notes”) pursuant to Sections 2.1 and 3.1 of the Base Indenture;

     WHEREAS, on March 17, 2006, pursuant to Section 2.1 and 3.1 of the Base Indenture, the Company issued $1,251,000,000 aggregate principal amount of the Original Notes to USB Capital Trust IX (the “Trust”), a Delaware statutory trust, in connection with the Trust’s public offering of its Capital Securities known as 6.189% Fixed-to-Floating Rate Normal Income Trust Securities (the “Normal ITS”);

     WHEREAS, the entire $1,251,000,000 aggregate principal amount of Original Notes remain Outstanding and held of record by the Trust on the date hereof;

     WHEREAS, Section 9.2 of the Base Indenture provides that (A) with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company

1

and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture; and (B) in the case of the Securities of a series issued to a USB Trust, so long as any of the corresponding series of Capital Securities issued by such USB Trust remains outstanding, no such amendment shall be made that adversely affects the holders of such Capital Securities in any material respect without the prior consent of the holders of at least a majority of the aggregate liquidation preference of such Capital Securities then outstanding;

     WHEREAS, the Company has solicited consents upon the terms and subject to the conditions set forth in the prospectus and consent solicitation statement dated June 4, 2010 and in the related Letter of Transmittal and Consent, as each may be amended from time to time, from each Holder of Normal ITS to the amendments to the Indenture set forth below in this Supplemental Indenture and to authorize the Trust, as Holder of the Original Notes, to consent to such amendments (the “Proposed Amendments”);

     WHEREAS, the Company has received the consents from Holders of at least a majority in aggregate liquidation amount of the outstanding Normal ITS to effect the Proposed Amendments and make the changes to the Indenture embodied in and to be effected by this Supplemental Indenture pursuant to Section 9.2 of the Base Indenture;

     WHEREAS, the Company has received the consent of the Trust, as Holder of the outstanding Original Notes, to effect the Proposed Amendments and make the changes to the Indenture embodied in and to be effected by this Supplemental Indenture pursuant to Section 9.2 of the Base Indenture;

     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been satisfied;

     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done; and

     WHEREAS, pursuant to Section 9.2 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually covenanted and agreed that the Indenture is supplemented and amended to the extent and for the purposes expressed herein, as follows:

2

ARTICLE I

CAPITALIZED TERMS

     Section 1.1. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture.

ARTICLE II

AMENDMENTS TO CERTAIN PROVISIONS OF ARTICLE 1 OF THE THIRD
SUPPLEMENTAL INDENTURE

     Section 2.1. The definition of “Remarketing Date” in Section 1.1 of the Third Supplemental Indenture is hereby deleted in its entirety.

     Section 2.2. The definition of “Trust Agreement” in Section 1.1 of the Third Supplemental Indenture is hereby amended and restated in its entirety as follows:

     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of March 17, 2006, among the Company, as Depositor, Wilmington Trust Company, as the Property Trustee and the Delaware Trustee, and the Administrative Trustees (each as named therein) and the several Holders (as defined therein) as amended by Amendment No. 1 to the Amended and Restated Trust Agreement, dated as of June 10, 2010, relating to the Trust.

     Section 2.3. The following definition is hereby added to 1.1 of the Third Supplemental Indenture in the appropriate alphabetical location:

     “Remarketing Period” means the thirty Business Day period beginning on the thirty-third Business Day preceding each of March 15, June 15, September 15 and December 15, 2011 and March 15, 2012 until the settlement of a Successful Remarketing, or if an Early Settlement Event shall have occurred, each of the dates determined in accordance with Section 3.4.

ARTICLE III

AMENDMENTS TO CERTAIN PROVISIONS OF ARTICLE 2 OF THE THIRD
SUPPLEMENTAL INDENTURE

     Section 3.1. Section 2.4(a) of the Third Supplemental Indenture is hereby amended and restated in its entirety as follows:

     (a) The Notes shall be issued initially in fully registered form in the name of the Securities Intermediary and the Custodial Agent, in their respective capacities as such. For so long as such Notes are held by the Collateral Agent and the Custodial Agent, each such Note

3

shall represent the principal amount so indicated in the Securities Register, provided that the aggregate principal amount of all such Notes shall at all times equal the principal amount issued in accordance with Section 2.1, as adjusted for any subsequent cancellation pursuant to Section 3.9 of the Base Indenture.

     Section 3.2. The following Section 2.4(f) is hereby added to the Third Supplemental Indenture:

     (f) In the event that any Pledged Note is to be released from the Pledge and transferred to the Property Trustee pursuant to Section 2.04 of the Collateral Agreement (a “Cancelled Note”), as a result of the retirement of any Subject Normal ITS (as defined in the Trust Agreement) pursuant to Section 4.9 of the Trust Agreement as provided for in said Section 2.04 of the Collateral Agreement, such release and transfer shall be evidenced by an endorsement by the Collateral Agent or the Securities Registrar on the Note held by the Collateral Agent reflecting a reduction in the principal amount of such Note equal in amount to the principal amount of the Cancelled Note. The Collateral Agent shall confirm any such reduced principal amount by faxing or otherwise delivering a photocopy of such endorsement made on the Note evidencing such reduced principal amount to the Trustee at the facsimile number or address of the Trustee provided for notices to the Property Trustee in the Collateral Agreement (or at such other facsimile number or address as the Property Trustee shall provide to the Collateral Agent).

ARTICLE IV

AMENDMENTS TO CERTAIN PROVISIONS OF ARTICLE 3 OF THE THIRD
SUPPLEMENTAL INDENTURE

     Section 4.1. Section 3.2 of the Third Supplemental Indenture is hereby amended as set forth below:

     (a) The first paragraph of Section 3.2 is hereby amended and restated in its entirety as follows:

     In connection with Remarketings, the Company shall have the right hereunder, subject to Section 3.3(a), without the consent of any Holder of the Notes, to change certain terms of the Notes as provided below in this Section 3.2. By not later than the 21^st day prior to each Remarketing Period, the Company will specify the following information or decisions in a notice to the Remarketing Agent, the Collateral Agent, the Custodial Agent, the Property Trustee (on behalf of the Trust) and the Trustee (clauses (a) through (f) applying only if the Remarketing is Successful and clause (g) applying only in the case of a Failed Remarketing):

     (b) The word “and” appearing at the end of Section 3.2(e) is hereby deleted.

     (c) The following new Section 3.2(f) is hereby added to the Third Supplemental Indenture, and the existing Section 3.2(f) is hereby renumbered as Section 3.2(g):

4

     (f) whether the Notes will be remarketed in one or more Series, which may include, at the Company’s sole option, different (i) Stated Maturity Dates, (ii) rates of interest, and (iii) denominations and interest payment dates, as such terms may be determined in accordance with the Indenture, as the same may be further supplemented from time to time by a supplemental indenture as permitted by Section 3.6 hereof; if the Notes are to be remarketed in more than one series, the term “Notes” as used in this Section 3.2 and in Section 3.3 shall be deemed to refer to the Notes of any such series; and

     Section 4.2. Section 3.3 of the Third Supplemental Indenture is hereby amended as set forth below:

     (a) The words “any Remarketing Date” in Section 3.3(b) are hereby deleted and replaced in their entirety with “the final day of any Remarketing Period”.

     (b) Section 3.3(d)(iv) is hereby amended and restated in its entirety as follows:

     (iv) the Company and the Remarketing Agent shall attempt another Remarketing during the next Remarketing Period.

     Section 4.3. Section 3.4 of the Third Supplemental Indenture is hereby amended and restated in its entirety as follows:

     Section 3.4 Early Remarketing.

     If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Periods shall be the thirty Business Day periods commencing on the thirty-third Business Day prior to March 15, June 15, September 15 or December 15, that is the first such date that is at least 30 days after the occurrence of such Early Settlement Event, and concluding with the earlier to occur of the fifth such date and a Successful Remarketing; provided that in the case of an Early Settlement Event of the type described in clause (v) of the definition of such term, there shall be only one Remarketing Period and the Reset Rate or Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as the case may be, and if the Remarketing conducted on such date is not Successful, it shall be a Failed Remarketing and the Stock Purchase Date shall be the next succeeding February 15, May 15, August 15 or November 15 (or if such day is not a Business Day, the next Business Day).

     Section 4.4. Section 3.5 of the Third Supplemental Indenture is hereby amended as set forth below:

     (a) The words “any Remarketing Date” in Sections 3.5(a) and (b) are hereby deleted and replaced in their entirety with “the final day of any Remarketing Period”.

     (b) The following new Section 3.5(c) is hereby added to the Third Supplemental Indenture

5

     (c) If on any Business Day during a Remarketing Period other than the last day thereof the Company has determined to postpone the Remarketing until the next Business Day, the Company shall issue a press release through Bloomberg Business News or other reasonable means of distribution stating that such Remarketing has been postponed and shall post such information on its website on the World Wide Web.

     Section 4.5. Section 3.6 of the Third Supplemental Indenture is hereby amended and restated in its entirety as follows:

Section 3.6 Supplemental Indenture.

     Notwithstanding any provision of the Base Indenture to the contrary, the Company and the Trustee may enter into a supplemental indenture without the consent of any Holder of the Notes to reflect any modifications to the terms of the Notes pursuant to the terms of this Article III, including, without limitation, to give effect to the issuance of remarketed Notes in one or more series and to amend the form of Note in Article V hereof to give effect thereto, and to provide for the exchange of the Notes for Notes in the form reflecting such modifications and adopted pursuant to such supplemental indenture.

ARTICLE V

NEW SERIES OF NOTES FOLLOWING A SUCCESSFUL REMARKETING

     Section 5.1. Upon a Successful Remarketing in which more than one series of Notes are to be issued hereunder, the final terms of any series of Notes will be reflected in the security certificate or certificates evidencing such series of Notes and Article V hereof shall be deemed to be amended thereby.

     Section 5.2. Upon a Successful Remarketing in which more than one series of Notes are to be issued hereunder, any reference in the Indenture to “series” and “Notes” shall, unless otherwise required by the context, be deemed to be a reference to each separate series of Notes.

     Section 5.3. Upon a Successful Remarketing in which more than one series of Notes are to be issued hereunder, upon the execution of one or more supplemental indentures specified in Section 4.4 hereof, Notes of each series in the respective aggregate principal amounts specified in such supplemental indenture or supplemental indentures shall be executed by the Company and delivered to the Trustee or an Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon authenticate and deliver said Notes of such series in accordance with a Company Order.

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ARTICLE VI

MISCELLANEOUS

     Section 6.1. Effectiveness. This Supplemental Indenture will become effective upon its execution and delivery.

     Section 6.2. Ratification of Indenture. The Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

     Section 6.3. Further Assurances. The Company will, at its own cost and expense, execute and deliver any documents or agreements, and take any other actions that the Trustee or its counsel may from time to time request in order to assure the Trustee of the benefits of the rights granted to the Trustee under the Indenture, as supplemented and amended by this Supplemental Indenture.

     Section 6.4. Effect of Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

     Section 6.5. Effect of Headings. The Article and Section headings herein are for convenience only and shall not effect the construction hereof.

     Section 6.6. Successors and Assigns. All covenants and agreements in the Indenture, as amended and supplemented by this Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

     Section 6.7. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture is intended to or shall provide any rights to any parties other than those expressly contemplated by this Supplemental Indenture.

     Section 6.8. Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939 through operation of Section 318(c) thereof, such imposed duties shall control.

     Section 6.9. Severability. In case any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 6.10. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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     This Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

* * * *

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

U.S. BANCORP
By:	/s/ Kenneth D. Nelson
	Its: Executive Vice President and Treasurer

Attest:
By	/s/ Laura F. Bednarski
Its	Assistant Secretary

WILMINGTON TRUST COMPANY, as Trustee
By:	/s/ Denise M. Geran
	Its: Vice President

Attest:
By	/s/ Michael H. Wass
Its	Senior Financial Services Officer

U.S. BANK NATIONAL ASSOCIATION, as Securities Registrar and Paying Agent
By:	/s/ Patrick J. Crowley
	Its: Vice President

Eighth Supplemental Indenture

EX-4.6

Exhibit 4.6

Amendment No. 1 to Amended and Restated Trust Agreement

Dated as of June 10, 2010

     Amendment No. 1 to Amended and Restated Trust Agreement, dated as of June 10, 2010 (this “Amendment”), is entered into among (i) U.S. Bancorp, a Delaware corporation (including any successors or assigns, the “Depositor”) and (ii) Andrew Cecere, an individual, Kenneth D. Nelson, an individual, and Lee R. Mitau, an individual, each of whose address is c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis Minnesota 55402 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) pursuant to Section 12.2(b) of the Amended and Restated Trust Agreement, dated March 17, 2006, of USB Capital IX.

Recital of the Depositor

     The Issuer Trustees have heretofore duly declared and established a statutory trust (the “Issuer Trust”), pursuant to the Delaware Statutory Trust Act by entering into that certain Trust Agreement, dated April 27, 2005 (the “Original Trust Agreement”), as amended and restated by that certain Amended and Restated Trust Agreement, dated March 17, 2006 (the Original Trust Agreement, as so amended and restated, the “Trust Agreement”), and by the execution and filing with the Secretary of State of the State of Delaware of a Restated Certificate of Trust, filed on January 18, 2006, attached to the Trust Agreement as Exhibit A (the “Certificate of Trust”).

     Pursuant to certain Notices of Removal of Administrative Trustees and Appointment of Replacements, each dated as of December 4, 2009, Daryl N. Bible and David M. Moffett (the “Removed Administrative Trustees”) were removed from the position of Administrative Trustees of the Trust and Kenneth D. Nelson and Andrew Cecere were appointed to succeed the Removed Administrative Trustees and such appointment was thereby accepted as of the date thereof.

     The Administrative Trustees, the Depositor (as the Holder of all of the Common Securities) and Holders representing a Majority in Liquidation Amount of the Outstanding Trust Preferred Securities of each Affected Class have affirmatively consented to this Amendment in accordance with Section 12.2(b) of the Trust Agreement and the Issuer Trustees have received and accepted the Opinion of Counsel contemplated thereby.

     NOW, THEREFORE, this Amendment witnesseth: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trust Agreement is hereby amended as follows:

ARTICLE I

Defined Terms

     Section 1.1 Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned thereto in the Trust Agreement.

ARTICLE II

Amendments to the Trust Agreement

     Section 2.1 Amendment of Section 1.1 of the Trust Agreement. Section 1.1 of the Trust Agreement is hereby amended as follows:

     (a) The following definition of “Amended and Restated Stock Purchase Contract Agreement” is added:

     ““Amended and Restated Stock Purchase Contract Agreement” means the Amended and Restated Stock Purchase Contract Agreement, dated as of June 10, 2010, between the

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Depositor and the Property Trustee (acting on behalf of the Issuer Trust), as the same may be amended from time to time.”

     (b) The following definition of ““Amended and Restated Collateral Agreement” is added:

     ““Amended and Restated Collateral Agreement” means the Amended and Restated Collateral Agreement, dated as of June 10, 2010, among the Depositor, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Issuer Trust (acting through the Property Trustee) and the Securities Registrar for the ITS, as amended from time to time.”

     (c) The current definition of “Corresponding Assets” is deleted in its entirety and replaced with the following:

     ““Corresponding Assets” means, with respect to each $1,000 Liquidation Amount of Trust Securities:

     (a) in the case of Normal ITS and Common Securities, (i) from the Time of Delivery to but not including the Remarketing Settlement Date for a Successful Remarketing, $1,000 principal amount of Pledged Notes and a Pro Rata Interest in a Stock Purchase Contract, (ii) from and including the Remarketing Settlement Date for a Successful Remarketing to but not including the Stock Purchase Date, the U.S. Bank Deposit made with the net proceeds of each $1,000 principal amount of Pledged Notes sold in such Successful Remarketing on such Remarketing Settlement Date and a Pro Rata Interest in a Stock Purchase Contract, and (iii) from and including the Stock Purchase Date and thereafter for so long as Normal ITS are outstanding, 1/100th of a share of Preferred Stock;

     (b) in the case of Stripped ITS, (i) from the date of issuance for each Stripped ITS to but not including the Stock Purchase Date, $1,000 principal amount of Pledged Treasury Securities and a Pro Rata Interest in a Stock Purchase Contract, and (ii) from and including the Stock Purchase Date and thereafter for so long as Stripped ITS are outstanding, 1/100th of a share of Preferred Stock, subject to Section 4.8; and

     (c) in the case of Capital ITS, from the date of issuance for each Capital ITS, $1,000 principal amount of Notes, subject to Section 5.14.”

     (d) The current definition of “Deferred Contract Payment Amount” is deleted in its entirety and replaced with the following:

     ““Deferred Contract Payment Amount” means, at any time for each $100,000 stated amount of Stock Purchase Contracts, the amount of the Contract Payments accrued on such stated amount that has been deferred and not paid by reason of the Depositor’s exercise of its right to defer payment of Contract Payments pursuant to Section 2.7 of the Stock Purchase Contract Agreement (including a comparable amount in respect of any Contract Payments deferred in respect of Fractional Contracts (as defined in the Stock Purchase Contract Agreement)), together with interest accrued on such amount in accordance with the terms of the Stock Purchase Contract Agreement.”

     (e) The following definition of “Depositor Affiliated Owner” is added:

     ““Depositor Affiliated Owner” means the Depositor, its Affiliates or any other Person designated by the Depositor.”

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     (f) The following definition of “Exchange Offer Prospectus” is added:

     ““Exchange Offer Prospectus” means the prospectus and consent solicitation statement, dated June 4, 2010, filed with the Commission as part of Depositor’s Registration Statement on Form S-4 on June 4, 2010, related to Depositor’s offer to exchange the Normal ITS for Depositor’s Depositary Shares, each representing a 1/100th interest in a Share of Preferred Stock.”

     (g) The current definition of “Indenture Supplement” is deleted in its entirety and replaced with the following:

     ““Indenture Supplement” means the Third Supplemental Indenture to the Base Indenture, dated as of May 17, 2006, between the Depositor and the Note Trustee, as supplemented by the Eighth Supplemental Indenture to the Base Indenture, dated as of June 10, 2010, between the Depositor and the Note Trustee, as further amended or supplemented from time to time.”

     (h) The current definition of “Like Amount” is deleted in its entirety and replaced with the following:

     ““Like Amount” means:

     (a) with respect to a distribution of Notes to Holders of Normal ITS, Capital ITS or Common Securities in connection with a dissolution or liquidation of the Issuer Trust or a redemption in kind of Capital ITS pursuant to Section 4.2(c), Notes having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Notes are distributed;

     (b) with respect to a distribution of Notes to a Third-Party Agent in connection with a retirement of Normal ITS pursuant to Section 4.9, Notes having a principal amount equal to the Liquidation Amount of the applicable Subject Normal ITS;

     (c) with respect to a distribution of Stock Purchase Contracts to a Third-Party Agent in connection with an early retirement of Normal ITS pursuant to Section 4.9, the number of Stock Purchase Contracts equal to the number of Subject Stock Purchase Contracts (as defined in the Stock Purchase Contract Agreement);

     (d) with respect to a distribution of Pledged Treasury Securities to Holders of Stripped ITS in connection with a dissolution or liquidation of the Issuer Trust, Pledged Treasury Securities having a principal amount equal to the Liquidation Amount of the Stripped ITS of the Holder to whom such Pledged Treasury Securities are distributed;

     (e) with respect to a distribution of Preferred Stock or fractional interests in Preferred Stock to Holders of Trust Securities in connection with a dissolution or liquidation of the Issuer Trust, Preferred Stock or a fractional interest in a share of Preferred Stock (which may be effected by the Issuer Trust through the creation of depositary shares) having a liquidation preference equal to the Liquidation Amount of the Trust Securities of the Holder to whom such shares of Preferred Stock or a fractional interest in a share of Preferred Stock (including through a depositary share) are distributed;

     (f) with respect to any distribution of Additional Amounts to Holders of Normal ITS, Capital ITS or Common Securities, Notes having a principal amount

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equal to the Liquidation Amount of the Normal ITS, Capital ITS or Common Securities in respect of which such distribution is made;

     (g) with respect to a redemption of Preferred Stock, 1/100th of a share of Preferred Stock for each Normal ITS or Common Security;

     (h) with respect to an Exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS pursuant to Section 5.13(b), a number of Stripped ITS and a number of Capital ITS in each case equal to the number of Normal ITS included in such Exchange (e.g., if 1,000 Normal ITS are being Exchanged, the Holder will receive 1,000 Stripped ITS and 1,000 Capital ITS in accordance with and subject to Section 5.13);

     (i) with respect to an Exchange of Stripped ITS and Capital ITS for Normal ITS and Qualifying Treasury Securities, a number of Normal ITS equal to the number of Stripped ITS and the number of Capital ITS being Exchanged (e.g., if 1,000 Stripped ITS and 1,000 Capital ITS are being Exchanged, the Holder will receive upon the Exchange 1,000 Normal ITS together with $1,000,000 principal amount of Qualifying Treasury Securities released from the Pledge, in accordance with and subject to Section 5.13(e));

     (j) with respect to Notes (including Pledged Notes as applicable) being deposited or delivered in connection with an Exchange, Notes having a principal amount equal to $1,000 for each Normal ITS involved in the Exchange;

     (k) with respect to Section 5.16(c), $1,000 principal amount of Notes for each $1,000 Liquidation Amount of Trust Preferred Securities of each Affected Class; and

     (l) with respect to Section 5.16(d), 1/100th of a Stock Purchase Contract with a stated amount of $100,000 for each $1,000 Liquidation Amount of Trust Preferred Securities of the Affected Classes (or a comparable interest in the case of a Fractional Contract).”

     (i) The current definition of “Notes” is deleted in its entirety and replaced with the following:

     ““Notes” means the $1,251,000,000 initial aggregate principal amount of the Depositor’s Remarketable Junior Subordinated Notes due 2042 issued pursuant to the Indenture, or such lesser aggregate principal amount as shall remain outstanding from time to time.”

     (j) The following definition of “Pro Rata Interest in a Stock Purchase Contract” is added:

     ““Pro Rata Interest in a Stock Purchase Contract” means, with respect to each $1,000 Liquidation Amount of Trust Preferred Securities, an interest in a Stock Purchase Contract representing the right to acquire a 1/100th interest in a share of Preferred Stock, together with such other rights, privileges, obligations and responsibilities as are associated with such Stock Purchase Contract (including the right to receive Contract Payments), in each case, on the terms and conditions set forth in such Stock Purchase Contract.”

     (k) The current definition of “Remarketing Date” is deleted in its entirety and replaced with the following definition of “Remarketing Period” and the term “Remarketing Period” shall replace “Remarketing Date” in every instance where it is used in the Trust Agreement, except for Section 5.14:

     ““Remarketing Period” has the meaning specified in the Indenture.”

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     (l) The current definition of “Trust Property” is deleted in its entirety and replaced with the following:

     ““Trust Property” means (a) the Notes for so long as they are owned by the Issuer Trust in accordance with this Trust Agreement, (b) the Stock Purchase Contracts for so long as they are owned by the Issuer Trust in accordance with this Trust Agreement, (c) the Preferred Stock once acquired by the Issuer Trust pursuant to the Stock Purchase Contracts, (d) treasury securities (that are required to be Qualifying Treasury Securities when delivered) delivered to the Property Trustee (or the Collateral Agent) pursuant to Section 5.13 or Section 5.14, (e) the rights of the Issuer Trust under the Transaction Agreements, and (f) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Issuer Trust or the Property Trustee on behalf of the Issuer Trust pursuant to the Trust Agreement.”

     (m) The following definition of “Third-Party Agent” is added:

     ““Third-Party Agent” has the meaning specified in Section 4.9.”

     (n) The following definition of “Subject Normal ITS” is added:

     ““Subject Normal ITS” has the meaning specified in Section 4.9.”

     (o) The following definition of “Depositor Affiliated Normal ITS” is added:

     ““Depositor Affiliated Normal ITS” has the meaning specified in Section 4.9.”

     (p) The following definition of “Retirement Date” is added:

     ““Retirement Date” has the meaning specified in Section 4.9.”

     (q) The following definition of “Retirement Notice” is added:

     ““Retirement Notice” has the meaning specified in Section 4.9.”

     Section 2.2 Amendment of Section 2.4(c) of the Trust Agreement. The current Section 2.4(c) of the Trust Agreement is deleted in its entirety and replaced with the following:

     “(c) In order to give effect to (i) Exchanges as provided in Section 5.13 or (ii) the retirement of Normal ITS as provided in Section 4.9, the Securities Registrar may endorse Book-Entry Trust Preferred Securities Certificates to reduce or increase the number of Normal ITS, Stripped ITS or Capital ITS evidenced by each such Book-Entry Trust Preferred Securities Certificate, provided that no such endorsement shall result in a Book-Entry Trust Preferred Securities Certificate evidencing a number of Normal ITS, Stripped ITS or Capital ITS exceeding the maximum number set forth on the face of such Certificate.”

     Section 2.3 Amendment of Section 2.7(a)(i) of the Trust Agreement. New clauses (L) and (M) are hereby added to Section 2.7(a)(i) of the Trust Agreement as follows:

     “(L) the taking of any action in connection with the retirement of Normal ITS in accordance with Section 4.9 of this Trust Agreement; and

     (M) causing the Issuer Trust to execute, deliver and perform the Amended and Restated Stock Purchase Contract Agreement, the Amended and Restated Collateral Agreement, and such other agreements as may be necessary or desirable in order to carry out the foregoing.”

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     Section 2.4 Amendment of Section 2.7(a)(ii) of the Trust Agreement. New clauses (P) and (Q) are hereby added to Section 2.7(a)(ii) of the Trust Agreement as follows:

     “(P) the taking of any action in connection with the retirement of Normal ITS in accordance with Section 4.9 of this Trust Agreement; and

     (Q) causing the Issuer Trust to execute, deliver and perform the Amended and Restated Stock Purchase Contract Agreement, the Amended and Restated Collateral Agreement, and such other agreements as may be necessary or desirable in order to carry out the foregoing, to the extent that such amendments are authorized by Section 12.2(b), and such other agreements as may be necessary or desirable in order to carry out the foregoing.”

     Section 2.5 Amendment of Article IV of the Trust Agreement. A new Section 4.9 is hereby added to Article IV of the Trust Agreement as follows:

          “ Section 4.9 Retirement of Certain Normal ITS.

          If at any time a Depositor Affiliated Owner acquires or becomes obligated to acquire Normal ITS pursuant to contract, a tender offer, an exchange offer, a negotiated transfer or any other transaction (such Normal ITS, the “Depositor Affiliated Normal ITS”), the Depositor shall have the right to submit a notice (the “Retirement Notice”) to the Property Trustee and the Securities Registrar electing to retire all or a portion of such Depositor Affiliated Normal ITS (the “Subject Normal ITS”) through the exchange of such Subject Normal ITS for a Like Amount of Notes and Stock Purchase Contracts. The Retirement Notice (i) shall specify the Liquidation Amount of the Subject Normal ITS with respect to which such election is being made and the date on which the proposed retirement is to occur (the “Retirement Date”) (which, without the consent of the Property Trustee and the Securities Registrar, shall not be less than 2 Business Days following the date that such Retirement Notice is so submitted), provided that such Retirement Date shall not be a date within the period beginning with the record date for a Distribution and ending with the applicable Distribution Date for such Distribution, (ii) shall be conditioned upon the applicable Depositor Affiliated Owner having delivered or caused to be delivered to the Securities Registrar or its designee the Subject Normal ITS by Noon New York City time, on the Retirement Date through the Clearing Agency and (iii) shall designate the Third-Party Agent (as defined below). Upon the delivery of the Subject Normal ITS to the Securities Registrar or its designee on the Retirement Date, the Securities Registrar will provide written notice thereof to the Property Trustee and the Collateral Agent, and the Collateral Agent shall release Pledged Notes of a Like Amount with respect to such Subject Normal ITS from the Pledge and deliver them to the Property Trustee who shall distribute such Like Amount of Notes and Stock Purchase Contracts with respect to such Subject Normal ITS to the Depositor Affiliated Owner designated by the Depositor in the Retirement Notice (the “Third-Party Agent”) in the manner directed by the Depositor to the Property Trustee in writing. Following the exchange of Subject Normal ITS for such Like Amount of Notes and Stock Purchase Contracts, the Securities Registrar shall cancel the Subject Normal ITS and such Subject Normal ITS will no longer be Outstanding for any purpose and all rights of the Holder or its Affiliate(s) with respect to such Subject Normal ITS will cease, including, but not limited to, any rights with respect to accrued but unpaid Distributions.

          Notwithstanding anything else in this Trust Agreement to the contrary, in order to effectuate the exchanges contemplated by this Section 4.9, the Issuer Trust is hereby authorized to execute, deliver and perform, and the Depositor, the Securities Registrar, the Property Trustee or any Administrative Trustee on behalf of the Issuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Issuer Trust, one or more exchange agreements, cancellation letters, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to this Section 4.9, in each case without further vote or approval of any other Person.”

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     Section 2.6 Amendment of Section 5.11(b) of the Trust Agreement. The current Section 5.11(b) of the Trust Agreement is deleted in its entirety and replaced with the following:

     “(b) Any Book-Entry Trust Preferred Securities Certificate shall represent such number of the Outstanding Trust Preferred Securities of the applicable Class as shall be specified therein and may provide that it shall represent the aggregate number of Outstanding Trust Preferred Securities of the applicable Class from time to time endorsed thereon and that the aggregate number of Outstanding Trust Preferred Securities of the applicable Class represented thereby may from time to time be reduced or increased, as appropriate, to reflect transfer, redemptions, exchange (including the Exchanges pursuant to Section 5.13) or cancellations (pursuant to Section 4.9). Any endorsement of a Book-Entry Trust Preferred Securities Certificate to reflect the number, or any increase or decrease in the number, of Outstanding Trust Preferred Securities of the applicable Class represented thereby shall be made by the Securities Registrar (i) in such a manner and upon instructions given by such Person or Persons as shall be specified in such Trust Preferred Securities of the applicable Class or in a Depositor order to be delivered to the Securities Registrar pursuant to Section 5.3 or (ii) otherwise in accordance with written instructions or such other written form or instructions as is customary for the Clearing Agency for such Trust Preferred Securities, from such Clearing Agency or its nominee on behalf of any Person having a beneficial interest in such Book-Entry Trust Preferred Securities Certificate. Subject to the provisions of Section 5.4, the Securities Registrar shall deliver and redeliver any Book-Entry Trust Preferred Securities Certificate in the manner and upon instructions given by the Person or Persons specified in such Book-Entry Trust Preferred Securities Certificate or in the applicable Depositor order (and an Administrative Trustee shall execute such Book-Entry Trust Preferred Securities Certificate as shall be necessary in order to give effect to the foregoing).”

     Section 2.7 Amendment of Section 5.14(d) of the Trust Agreement. The current Section 5.14(d) of the Trust Agreement is deleted in its entirety and replaced by the following:

     “(d) Subject to the conditions set forth in this Trust Agreement, a Holder of Normal ITS may make a Contingent Exchange Election by:

     (i) during the period that commences with the Collateral Agent’s and the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period, transferring the Normal ITS that are the subject of such Contingent Exchange Election to the Securities Registrar, accompanied by a duly executed and completed “Notice of Contingent Exchange Election” in the form printed on the reverse side of the form of Normal ITS Certificate; and

     (ii) by not later than 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of a Remarketing Period, depositing with the Collateral Agent, the treasury security that is the Qualifying Treasury Security on the date of deposit, in the amount of $1,000 for each Normal ITS that is subject to the Contingent Exchange Election.”

     Section 2.8 Amendment of Section 5.14(f) of the Trust Agreement. The current Section 5.14(f) of the Trust Agreement is deleted in its entirety and replaced by the following:

     “(f) Subject to the conditions set forth in this Trust Agreement, a Holder of Capital ITS may make a Contingent Disposition Election by, during the period that commences with the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding the first day of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding the first day of such Remarketing Period,

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transferring the Capital ITS that are the subject of such Contingent Disposition Election to the Securities Registrar, accompanied by a duly completed “Notice of Contingent Disposition Election” in the form printed on the reverse side of the form of Capital ITS Certificate.”

     Section 2.9 Amendment of Section 5.18(a)(i) of the Trust Agreement. The following new Section 5.18(a)(i) of the Trust Agreement is hereby added and the existing Sections 5.18(a)(i) through (vi) shall be renumbered accordingly:

     “(i) the beginning and ending dates of the Remarketing Period and the applicable Remarketing Settlement Date and Stock Purchase Date in the event the Remarketing is Successful;”

     Section 2.10 Amendment of Section 6.1(c) of the Trust Agreement. The current Section 6.1(c) of the Trust Agreement is deleted in its entirety and replaced with the following:

     “(c) For so long as any Stock Purchase Contracts are outstanding, the Issuer Trustees may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Trust Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus and the Exchange Offer Prospectus, (vi) retiring Trust Preferred Securities held by a Depositor Affiliated Owner or Trust Preferred Securities with respect to which a Depositor Affiliated Owner has an obligation to purchase, or (vii) making any other provisions with respect to such matters or questions, provided that such action pursuant to this clause (vii) shall not adversely affect the interest of the Holders of Trust Preferred Securities of any Class in any material respect. The Issuer Trustees may, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal ITS and Stripped ITS then Outstanding, considered together as a single Class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, including such amendments or modifications set forth in the Amended and Restated Stock Purchase Contract Agreement and the Amended and Restated Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal ITS and Capital ITS then Outstanding, the Issuer Trustees may not agree to any amendment or modification (not including the amendments and modifications set forth in the Amended and Restated Stock Purchase Contract Agreement and the Amended and Restated Collateral Agreement) that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of             shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts.”

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     Section 2.11 Amendment of Section 11.1 of the Trust Agreement. The current Section 11.1 of the Trust Agreement is deleted in its entirety and replaced with the following:

     “Each Holder of Trust Preferred Securities agrees, by acceptance of Trust Preferred Securities, and each Owner agrees, by acceptance of a beneficial interest in Trust Preferred Securities, to treat for all U.S. federal income tax purposes (i) the Issuer Trust as one or more grantor trusts or agency arrangements, (ii) itself as the owner of the Corresponding Assets for the related Class of Trust Preferred Securities, (iii) the Notes as indebtedness of the Depositor, (iv) the stated interest on the Notes as ordinary interest income that is includible in the Holder’s or Owner’s gross income at the time the interest is paid or accrued in accordance with the Holder’s or Owner’s regular method of tax accounting, and otherwise to treat the Notes as described in the Prospectus and, as applicable, the Exchange Offer Prospectus and (v) the acquisition by the Depositor of Subject Normal ITS, in connection with a retirement of Normal ITS (as described in Section 4.9), as consisting of the following transactions: (A) the distribution by the Issuer Trust to the Third-Party Agent, on behalf of the Holders of Subject Normal ITS, of a Like Amount of Notes and Stock Purchase Contracts in redemption of the Subject Normal ITS, (B) the retirement of such Like Amount of Notes for consideration equal to $1,000 per $1,000 principal amount of such Notes, (C) the termination or settlement of such Like Amount of Stock Purchase Contracts which shall thereafter no longer be treated as outstanding for any purpose.”

     Section 2.12 Amendment of Section 12.2(a) of the Trust Agreement. The current Section 12.2(a) of the Trust Agreement is deleted in its entirety and replaced with the following:

     ”(a) This Trust Agreement may be amended from time to time by the Administrative Trustees and the Holders of all of the Common Securities, without the consent of any Holder of the Trust Preferred Securities, the Property Trustee or the Delaware Trustee (i) to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Issuer Trust will not be taxable as a corporation or classified as a partnership for U.S. federal income tax purposes at all times that any Trust Securities are outstanding, to ensure that the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act or to ensure the treatment of the Trust Preferred Securities as Tier 1 regulatory capital under the prevailing Federal Reserve Board rules and regulations, (iii) to provide that Trust Preferred Securities Certificates may be executed by an Administrative Trustee by facsimile signature instead of manual signature, in which case such amendment(s) shall also provide for the appointment by the Depositor of an authentication agent, the fees and expenses of which will be paid by the Depositor, a form of authentication certificate, and provisions to the effect that Trust Preferred Securities Certificates that have been executed by an Administrative Trustee by facsimile signature shall not be entitled to any benefit under the Trust Agreement or be valid or obligatory for any purpose unless the certificate of authentication thereon has been executed by the authentication agent by manual signature, (iv) to conform the terms of this Trust Agreement to the description of this Trust Agreement and the Trust Securities in the Prospectus and the Exchange Offer Prospectus, or (v) to provide for the retirement of Trust Preferred Securities held by a Depositor Affiliated Owner or Trust Preferred Securities with respect to which a Depositor Affiliated Owner has an obligation to purchase; provided, however, that in the case of either clause (i) or (ii), such action shall not adversely affect in any material respect the interests of any Holder, the Property Trustee or the Delaware Trustee; provided, further, that in the case of clause (iv), the Depositor shall deliver to the Property Trustee an Officers’ Certificate and an Opinion of Counsel (who may be counsel to the Depositor or the Issuer Trust), in each case confirming that such amendment has the effect of conforming the terms of this Trust Agreement to the descriptions of this Trust Agreement and the Trust Securities in the Prospectus. Any such

Amendment No. 1 to
Amended and Restated Trust Agreement

10

amendment shall become effective when notice is given to the Property Trustee and the Holders of the Trust Preferred Securities.”

ARTICLE III

Miscellaneous

     Section 3.1 Separability Clause.

     In case any provision in the Trust Agreement, as amended by this Amendment, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 3.2 Governing Law.

     This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflicts of laws principles).

     Section 3.3 Successors and Assigns.

     All covenants and agreements in the Trust Agreement, as amended by this Amendment, by each party thereto shall bind its successors and assigns, whether so expressed or not.

     Section 3.4 Effect of Headings.

     The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

     Section 3.5 Trust Indenture Act; Conflict with Trust Indenture Act.

     If any provision of the Trust Agreement, as amended by this Amendment, limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern the Trust Agreement, as amended by this Amendment, the latter provision shall control. If any provision of the Trust Agreement, as amended by this Amendment, modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Trust Agreement, as amended by this Amendment, as so modified or to be excluded, as the case may be.

* * * *

  This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Amendment No. 1 to
Amended and Restated Trust Agreement

11

     In Witness Whereof, this Amendment has been executed and is effective as of the day and year first above written.

U.S. BANCORP, as Depositor
By:	/s/ Kenneth D. Nelson
	Name:	Kenneth D. Nelson
	Title:	Executive Vice President and Treasurer
	/s/ Kenneth D. Nelson
	Kenneth D. Nelson
	as Administrative Trustee
	/s/ Andrew Cecere
	Andrew Cecere
	as Administrative Trustee
	/s/ Lee R. Mitau
	Lee R. Mitau
	as Administrative Trustee

Amendment No. 1 to
Amended and Restated Trust Agreement

EX-4.7

Exhibit 4.7

Amended and Restated
Stock Purchase Contract Agreement

between

U.S. BANCORP
and

USB CAPITAL IX,
acting through Wilmington Trust Company,
as Property Trustee

Dated as of June 10, 2010

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1	Definitions		1
Section 1.2	Form of Documents Delivered to Property Trustee		6
Section 1.3	Notices		7
Section 1.4	Effect of Headings and Table of Contents		7
Section 1.5	Successors and Assigns		8
Section 1.6	Separability Clause		8
Section 1.7	Benefits of Agreement		8
Section 1.8	Governing Law; Submission to Jurisdiction		8
Section 1.9	Legal Holidays		8
Section 1.10	No Waiver		8
Section 1.11	No Consent to Assumption		9
Section 1.12	No Recourse		9
ARTICLE II
THE STOCK PURCHASE CONTRACTS
Section 2.1	Issuance of Stock Purchase Contracts; Transferability; Assignment; Amendment		9
Section 2.2	Purchase of Preferred Stock; Payment of Purchase Price		10
Section 2.3	Issuance of Preferred Stock		10
Section 2.4	Termination Event; Notice		11
Section 2.5	Charges and Taxes		11
Section 2.6	Contract Payments		11
Section 2.7	Deferral of Contract Payments		14
Section 2.8	Cancellation of Stock Purchase Contracts		16
ARTICLE III
REMEDIES
Section 3.1	Unconditional Right of the Property Trustee to Receive Contract Payments and to Purchase Shares of Preferred Stock; Direct Action by Holders of Normal ITS or Stripped ITS		17
Section 3.2	Restoration of Rights and Remedies		17
Section 3.3	Rights and Remedies Cumulative		17
Section 3.4	Delay or Omission Not Waiver		17
Section 3.5	Waiver of Stay or Extension Laws		18
ARTICLE IV
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 4.1	Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions		18
Section 4.2	Rights and Duties of Successor Corporation		18
Section 4.3	Officers’ Certificate and Opinion of Counsel Given to Property Trustee		19

Amended and Restated
Stock Purchase Contract Agreement

		Page
ARTICLE V
COVENANTS
Section 5.1	Performance under Stock Purchase Contracts		19
Section 5.2	Company to Reserve Preferred Stock		19
Section 5.3	Covenants as to Preferred Stock		19
Section 5.4	Statements of Officers of the Company as to Default		19

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          Amended and Restated Stock Purchase Contract Agreement, dated as of June 10, 2010, between U.S. Bancorp, a Delaware corporation (the “Company”), having its principal office at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Property Trustee of the Trust (the “Property Trustee”).

Recitals of the Company

          The Company and the Trust entered into that certain Stock Purchase Contract Agreement, dated as of March 17, 2006 (the “Original Stock Purchase Contract Agreement”).

          All things necessary to make the Stock Purchase Contracts (as defined herein) the valid obligations of the Company, and to constitute the Original Stock Purchase Agreement and these presents a valid agreement of the Company, in accordance with their terms, have been done.

          The Company and the Trust have each duly authorized the execution and delivery of this Agreement to amend and restate the Original Stock Purchase Contract Agreement in its entirety.

          Now, therefore, this Amended and Restated Stock Purchase Contract Agreement witnesseth: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions.

          For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

     (b) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles that are generally accepted in the United States at the date or time of such computation; provided that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company.

     (c) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

     (d) Unless the context otherwise requires, any references to an “Article,” a “Section” or another subdivision refers to an Article, a Section or another subdivision, as the case may be, of this Amended and Restated Stock Purchase Contract Agreement.

          “Administrative Trustee” has the meaning specified in the Trust Agreement.

Amended and Restated
Stock Purchase Contract Agreement

          “Agreement” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.

          “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, Title 11 of the United States Code, as amended from time to time, or any other law of the United States that from time to time provides a uniform system of bankruptcy laws.

          “Base Indenture” means the Junior Subordinated Indenture, dated as of April 28, 2005, between the Company and Delaware Trust Company, National Association (the “Original Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of August 3, 2005, between the Company and the Original Trustee, as further amended and supplemented by the Second Supplemental Indenture, dated as of December 29, 2005, among the Company, the Original Trustee and the Trustee.

          “Board of Directors” means the board of directors of the Company or any committee of that board duly authorized to act hereunder.

          “Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York, New York, Minneapolis, Minnesota, or Wilmington, Delaware are permitted or required by law or executive order to close.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collateral” has the meaning specified in the Collateral Agreement.

          “Collateral Agent” means U.S. Bank National Association, as Collateral Agent under the Collateral Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Collateral Agent” shall mean the Person who is then the Collateral Agent thereunder.

          “Collateral Agreement” means the Amended and Restated Collateral Agreement, dated as of the date hereof, among the Company, the Trust (acting through the Property Trustee), the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar, as amended from time to time.

          “Company” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provision of this Agreement, and thereafter “Company” shall mean such successor.

          “Contract Payments” means the payments payable by the Company on the Payment Dates in respect of each Stock Purchase Contract, at the rate of 0.65% per annum of the Stated Amount of each Stock Purchase Contract.

          “Custodial Agent” means U.S. Bank National Association, as Custodial Agent under the Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the Person who is then the Custodial Agent thereunder.

          “Deferred Contract Payments” has the meaning specified in Section 2.7(a).

          “Depositor Affiliated Owner Normal ITS” shall have the meaning specified in Section 2.8.

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          “Distribution Fractional Contract” has the meaning specified in Section 2.8.

          “Early Settlement Event” has the meaning specified in the Third Supplemental Indenture.

          “Eighth Supplemental Indenture” means the Eighth Supplemental Indenture between the Company and the Trustee, dated as of June 10, 2010, to the Base Indenture , as the same may be amended or supplemented from time to time.

          “Failed Remarketing” has the meaning specified in the Third Supplemental Indenture.

          “Federal Reserve” means (i) the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Agreement the Federal Reserve is not existing and performing the duties now assigned to it, then the body or bodies performing such duties at such time, or the Federal Reserve Bank of Minneapolis, or (ii) any successor Federal Reserve Bank (or successor body performing such duties) having primary jurisdiction over the Company.

          “Fractional Contracts” has the meaning specified in Section 2.8.

          “Guarantee Agreement” means the Guarantee Agreement between the Company, as Guarantor and Wilmington Trust Company, as Guarantee Trustee named thereunder, dated as of March 17, 2006.

          “Holder” means a Holder (as such term is defined in the Trust Agreement) of Normal ITS or Stripped ITS.

          “Indenture” means the Base Indenture, the Third Supplemental Indenture and the Eighth Supplemental Indenture, taken together, as the same may be amended or supplemented from time to time with respect to the Notes.

          “ITS” has the meaning specified in the Trust Agreement.

          “Normal ITS” has the meaning specified in the Trust Agreement.

          “Notes” has the meaning specified in the Trust Agreement.

          “Officers’ Certificate” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or the duly authorized designee of any of the foregoing, and delivered to the Property Trustee.

          “Opinion of Counsel” means a written opinion of legal counsel, who may be counsel to the Company (and who may be an employee of the Company), and who shall be reasonably acceptable to the Property Trustee. An Opinion of Counsel may rely on certificates as to matters of fact.

          “Paying Agent” has the meaning specified in the Trust Agreement.

          “Payment Date” means (i) each April 15 and October 15 of each year occurring prior to the Stock Purchase Date, commencing on October 15, 2006, and (ii) the Stock Purchase Date.

          “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated

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organization or government or any agency or political subdivision thereof or any other entity of whatever nature.

          “Pledged Notes” has the meaning specified in the Collateral Agreement.

          “Pledged Securities” means the Pledged Notes and the Pledged Treasury Securities.

          “Pledged Treasury Securities” has the meaning specified in the Collateral Agreement.

          “Preferred Stock” means the Series A Non-Cumulative Perpetual Preferred Stock, $100,000 liquidation preference per share and $1.00 par value per share, of the Company.

          “Pro Rata Interest in a share of Preferred Stock” means, with respect to a Stock Purchase Contract which is not a Fractional Contract, one share of Preferred Stock and, with respect to a Fractional Contract, the applicable fractional interest in a share of Preferred Stock which may be acquired pursuant to such Fractional Contract, as determined in accordance with Section 2.8.

          “Proceeds” has the meaning specified in the Collateral Agreement.

          “Property Trustee” means Wilmington Trust Company, not in its individual capacity but solely as Property Trustee under the Trust Agreement until a successor Property Trustee shall have become such pursuant to the applicable provisions of the Trust Agreement, and thereafter “Property Trustee” shall mean the Person who is then Property Trustee thereunder.

          “Qualifying Treasury Securities” has the meaning specified in the Trust Agreement.

          “Remarketing” means a remarketing of Notes pursuant to Article III of the Third Supplemental Indenture.

          “Remarketing Agent” has the meaning specified in the Trust Agreement.

          “Remarketing Agreement” means the Remarketing Agreement to be entered into prior to the first Remarketing among the Company, the Property Trustee and the Remarketing Agent named in the Remarketing Agreement.

          “Remarketing Periods” mean the thirty Business Day period beginning on the thirty-third Business day preceding each of March 15, 2011, June 15, 2011, September 15, 2011, December 15, 2011 and March 15, 2012, until the settlement of a Successful Remarketing; provided that following the occurrence of an Early Settlement Event, “Remarketing Periods” shall mean such earlier dates as determined pursuant to Section 3.4 of the Third Supplemental Indenture.

          “Remarketing Settlement Date” means the third Business Day following a Successful Remarketing.

          “Retained Fractional Contract” has the meaning specified in Section 2.8.

          “Securities Act” means the Securities Act of 1933 and any successor statute thereto, in each case as amended from time to time, and the rules and regulations promulgated thereunder.

          “Securities Intermediary” means U.S. Bank National Association, as Securities Intermediary under the Collateral Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities

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Intermediary” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

          “Securities Registrar” means U.S. Bank National Association, as Securities Registrar under the Collateral Agreement until a successor Securities Registrar shall have become such pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities Registrar” shall mean such successor or any subsequent successor who is appointed pursuant to the Collateral Agreement.

          “Senior and Subordinated Debt” has the meaning specified in the Base Indenture.

          “Stated Amount” means, with respect to any one Stock Purchase Contract that is not a Fractional Contract, $100,000, and with respect to any one Fractional Contract, the product of (x) the fractional interest in a share of Preferred Stock that may be acquired pursuant to such Fractional Contract multiplied by (y) $100,000.

          “Stock Purchase Contract” means a contract having a Stated Amount of $100,000 obligating (i) the Company to sell, and the Trust (acting through the Property Trustee) to purchase, a Pro Rata Interest in a share of Preferred Stock for an amount equal to such Stock Purchase Contract’s Stated Amount on the Stock Purchase Date and (ii) the Company to pay Contract Payments to the Trust, in each case on the terms and subject to the conditions set forth in Article II and Article V. Contemporaneously with the execution and delivery of the Original Stock Purchase Contract Agreement, the Company issued 12,510 Stock Purchase Contracts to the Trust. References in this Agreement to the Stock Purchase Contracts, whether individually or collectively, shall mean the Stock Purchase Contracts outstanding from time to time and shall exclude Stock Purchase Contracts that have been cancelled, retired, terminated, exercised or otherwise extinguished in accordance with the terms and conditions of this Agreement and the Trust Agreement. The Fractional Contracts shall constitute Stock Purchase Contracts to the extent of the Pro Rata Interest in a share of Preferred Stock represented thereby.

          “Stock Purchase Date” means the first to occur of any January 15, April 15, July 15 and October 15, or if any such day is not a Business Day, the next Business Day, after (i) the Remarketing Settlement Date or (ii) the final day of a Remarketing Period of a Failed Remarketing.

          “Stripped ITS” has the meaning specified in the Trust Agreement.

          “Subject Normal ITS” has the meaning specified in Section 2.8.

          “Subject Stock Purchase Contracts” has the meaning specified in Section 2.8

          “Subordinated Notes” means the subordinated notes of the Company that may be issued to the Property Trustee as provided in Section 2.7(c).

          “Successful” has the meaning specified in the Third Supplemental Indenture.

          “Termination Date” means the date, if any, on which a Termination Event occurs.

          “Termination Event” means the occurrence of any of the following events at any time on or prior to the Stock Purchase Date:

          (i) a judgment, decree or court order shall have been entered granting relief under the Bankruptcy Code, adjudicating the Company to be insolvent, or approving as properly filed a petition seeking reorganization or liquidation of the Company or any other similar applicable federal or state law

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and if such judgment, decree or order shall have been entered more than 60 days prior to the Stock Purchase Date, such decree or order shall have continued undischarged and unstayed for a period of 60 days;

          (ii) a judgment, decree or court order for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the termination or liquidation of its affairs, shall have been entered and if such judgment, decree or order shall have been entered more than 60 days prior to the Stock Purchase Date, such judgment, decree or order shall have continued undischarged and unstayed for a period of 60 days; or

          (iii) the Company shall file a petition for relief under the Bankruptcy Code, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization or liquidation under the Bankruptcy Code or any other similar applicable federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due.

          “Third Supplemental Indenture” means the Third Supplemental Indenture to the Base Indenture, dated as of March 17, 2006, between the Company and the Trustee, as amended or supplemented from time to time.

          “Trust” means the Person named as the “Trust” in the first paragraph of this Agreement.

          “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of March 17, 2006, as amended by Amendment No. 1 thereto, dated as of June 10, 2010, among the Company, as depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein) and the several Holders (as defined therein), as the same may be further amended from time to time.

          “Trustee” means Wilmington Trust Company, a Delaware banking corporation, solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as provided in the Indenture.

          “U.S. Bank Deposit” means a deposit of cash or cash equivalent with U.S. Bank National Association to be made on the Remarketing Settlement Date and payable on the Stock Purchase Date, with interest accruing at the rate of 5.32% per annum from and including the date of deposit to but excluding the date of payment, calculated on the basis of the actual number of days elapsed and a year of 365 days, established in the name of the Collateral Agent pursuant to an agreement naming the Collateral Agent as customer and providing that the bank’s jurisdiction for purposes of Article 9 of the Uniform Commercial Code is New York.

          “Vice President” means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.”

Section 1.2 Form of Documents Delivered to Property Trustee.

          (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to

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legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which its certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

          (b) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.3 Notices.

          Any notice or communication is duly given if in writing and delivered in Person or mailed by first-class mail (registered or certified, return receipt requested), telecopier (with receipt confirmed) or overnight air courier guaranteeing next day delivery, to the others’ address; provided that notice shall be deemed given to the Property Trustee only upon receipt thereof:

          If to the Trust or the Property Trustee:

Wilmington Trust Company,
     as Property Trustee of
     USB Capital IX
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1600
Attention: Corporate Trust Administration
Facsimile: (302) 636-4140

          If to the Company:

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Treasury Department
Facsimile: (612) 303-1338

          If to the Collateral Agent:

U.S. Bank National Association,
     as Collateral Agent
100 Wall Street, 16^th Floor
New York, New York 10005
Attention: Beverly A. Freeney
Facsimile: (212) 509-3384

          Section 1.4 Effect of Headings and Table of Contents.

          The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

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Section 1.5 Successors and Assigns.

          All covenants and agreements in this Agreement by the Company and the Trust shall bind their respective successors and assigns, whether so expressed or not.

Section 1.6 Separability Clause.

          In case any provision in this Agreement shall be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof , and such provision, to the extent not so held to be invalid, illegal or unenforceable shall not in any way be affected or impaired thereby.

Section 1.7 Benefits of Agreement.

          Nothing contained in this Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and, to the extent provided hereby, the holders of Senior and Subordinated Debt and any Paying Agent, any benefits or any legal or equitable right, remedy or claim under this Agreement.

Section 1.8 Governing Law; Submission to Jurisdiction.

          This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company and the Trust hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York (in each case sitting in New York County) for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Trust irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 1.9 Legal Holidays.

          (a) In any case where any Payment Date shall not be a Business Day (notwithstanding any other provision of this Agreement), Contract Payments or other distributions shall not be paid on such date, but Contract Payments or such other distributions shall be paid on the next succeeding Business Day with the same force and effect as if made on such Payment Date. No interest shall accrue or be payable by the Company or to the Property Trustee (on behalf of the Trust) for the period from and after any such Payment Date on such successive Business Day.

          (b) In any case where the Stock Purchase Date shall not be a Business Day (notwithstanding any other provision of this Agreement), the Stock Purchase Contracts shall not be performed and shall not be effected on such date, but the Stock Purchase Contracts shall be performed on the next succeeding Business Day with the same force and effect as if made on such Stock Purchase Date.

Section 1.10 No Waiver.

          No failure on the part of the Company, the Property Trustee, the Collateral Agent, the Securities Intermediary or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Company, the Property Trustee, the Collateral Agent, the Securities Intermediary or any of their respective agents of any right, power or remedy hereunder preclude

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any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 1.11 No Consent to Assumption.

          The Property Trustee for and on behalf of the Trust hereby expressly withholds any consent to the assumption, under Section 365 of the Bankruptcy Code or otherwise, of the Stock Purchase Contract by the Company or its trustee, receiver, liquidator or a Person performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

Section 1.12 No Recourse.

          It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Property Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, warranties, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

ARTICLE II

THE STOCK PURCHASE CONTRACTS

Section 2.1 Issuance of Stock Purchase Contracts; Transferability; Assignment; Amendment.

          (a) Contemporaneously with the execution and delivery of the Original Stock Purchase Contract Agreement, the Company issued 12,510 Stock Purchase Contracts having the terms and conditions set forth therein to the Trust (acting through the Property Trustee), which by execution and delivery of the Original Stock Purchase Contract Agreement the Company entered into and agreed to be bound by the Stock Purchase Contracts. No certificates were issued to evidence the Stock Purchase Contracts. The Company and the Trust hereby agree that the Stock Purchase Contracts shall be, and by the execution of this Agreement, without the necessity of any further action by any other Person, are amended as of the date hereof consistent with the terms and conditions applicable thereto as set forth in this Agreement.

          (b) To the fullest extent permitted by law, other than a transfer in connection with (i) a merger, consolidation, amalgamation or replacement of the Trust, (ii) any conveyance, transfer or lease by the Trust of its properties and assets substantially as an entirety to, and the assumption by, a successor entity pursuant to Section 9.5 of the Trust Agreement or (iii) a distribution of Subject Stock Purchase Contracts pursuant to Section 2.8, any attempted transfer of the Stock Purchase Contracts shall be void.

          (c) To the fullest extent permitted by law, any assignment by the Trust of its rights hereunder, other than an assignment of this Agreement in connection with a merger, consolidation,

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amalgamation or replacement of the Trust or any conveyance, transfer or lease by the Trust of its properties and assets substantially as an entirety to, and the assumption by, a successor entity pursuant to Section 9.5 of the Trust Agreement shall be void.

          (d) No amendment, modification or waiver of any provision of this Agreement shall be effective against either party hereto unless it is duly authorized by resolution of the Board of Directors of the Company and permitted under Section 6.1 of the Trust Agreement.

Section 2.2 Purchase of Preferred Stock; Payment of Purchase Price.

          (a) Each Stock Purchase Contract shall obligate the Trust (acting through the Property Trustee) to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to the Stated Amount, a Pro Rata Interest in a share of Preferred Stock, unless a Termination Event shall have occurred.

          (b) If there has been a Successful Remarketing, the Trust will satisfy its obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts out of (i) the Proceeds at maturity of the Pledged Treasury Securities and (ii) to the extent of the excess of the purchase price over the amount of the Proceeds at maturity of the Pledged Treasury Securities, the U.S. Bank Deposit; provided that in the event that a receiver has been appointed for the purpose of liquidating or winding up the affairs of U.S. Bank National Association while U.S. Bank National Association is holding the U.S. Bank Deposit, in lieu of payment of the U.S. Bank Deposit the Trust shall cause the Collateral Agent to assign its rights in the U.S. Bank Deposit to the Company on the Stock Purchase Date to the extent of such amount required in full satisfaction of the Trust’s obligation to pay the U.S. Bank Deposit pursuant to this clause (ii).

          (c) If there is a Failed Remarketing, the Collateral Agent for the benefit of the Company reserves all of its rights as a secured party with respect to the Notes and, subject to applicable law and Section 2.2(d), may, among other things, (i) retain such Notes or their Proceeds in full satisfaction of the Trust’s obligations under the Stock Purchase Contracts or (ii) sell such Notes in one or more public or private sales as permitted by applicable law, in order to satisfy the Trust’s obligations under Section 2.2(a) to pay the purchase price in respect of the Stock Purchase Contracts to the extent not satisfied out of the Proceeds at maturity of the Pledged Treasury Securities.

          (d) The obligations of the Trust to pay the purchase price in respect of the Stock Purchase Contracts are non-recourse obligations and are payable solely out of the Proceeds of any Collateral pledged to secure the obligations of the Trust assignment of the U.S. Bank Deposit as set forth in this Section 2.2, and in no event will the Property Trustee be liable for any deficiency between the Proceeds of the disposition of Collateral and the purchase price in respect of the Stock Purchase Contracts.

          (e) The Company shall not be obligated to cause the issuance of any Pro Rata Interest in a share of Preferred Stock in respect of a Stock Purchase Contract or deliver any certificates therefor to the Property Trustee unless the Company shall have received payment for the share of Preferred Stock to be purchased thereunder in the manner herein set forth.

Section 2.3 Issuance of Preferred Stock.

          Unless a Termination Event shall have occurred, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares of Preferred Stock (or fractional interests therein) registered in the name of the Property Trustee (or its nominee) as custodian for the Trust to which the Trust is entitled hereunder.

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Section 2.4 Termination Event; Notice.

          (a) The Stock Purchase Contracts and all obligations and rights of the Company and the Trust (including the obligations and rights of the Property Trustee acting on behalf of the Trust) thereunder, including, without limitation, the right of the Trust to receive and the obligation of the Company to pay any Contract Payments (including any accrued and unpaid Contract Payments), and the rights and obligations of the Trust to purchase shares of Preferred Stock (or fractional interests therein), shall immediately and automatically terminate, without the necessity of any notice or action by the Trust, the Property Trustee or the Company, if a Termination Event shall have occurred on or prior to the Stock Purchase Date.

          (b) Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than five Business Days thereafter give written notice to the Property Trustee and the Collateral Agent of such event.

Section 2.5 Charges and Taxes.

          The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Preferred Stock (or fractional interests therein) pursuant to the Stock Purchase Contracts; provided that the Company shall not be required to pay any such tax or taxes that may be payable in respect of any issuance of a share of Preferred Stock (or fractional interests therein) in a name other than in the name of the Property Trustee or its nominee, as custodian for the Trust, and the Company shall not be required to issue or deliver such share certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company, in addition to any Stated Amount, the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 2.6 Contract Payments.

          (a) Subject to Section 2.7, the Company shall pay, in arrears on each Payment Date, the Contract Payments payable in respect of each Stock Purchase Contract to the Property Trustee or upon its order. The Contract Payments will be payable by wire transfer to the account designated by the Property Trustee by a prior written notice to the Company. The Contract Payments will accrue from and including March 17, 2006 or from and including the most recent Payment Date on which Contract Payments have been paid or duly provided for (subject to deferral as set forth in Section 2.7) to but excluding the next succeeding Payment Date. Contract Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

          (b) The Company’s obligations with respect to Contract Payments, if any, will be subordinated and junior in right of payment to the Company’s obligations under any Senior and Subordinated Debt to the extent and in the manner set forth in Sections 2.6(b) through (l).

          (c) In the event of (A) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding with respect to the Company, its creditors or its property, (B) any proceeding for the voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, (C) any assignment by the Company for the benefit of creditors, or (D) any other marshalling of the assets of the Company:

     (i) all Senior and Subordinated Debt (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or

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distribution, whether in cash, securities or other property, shall be made to the Property Trustee in respect of Contract Payments;

     (ii) any payment or distribution, whether in cash, securities or other property that would otherwise (but for these subordination provisions) be payable or deliverable in respect of Contract Payments shall be paid or delivered directly to the holders of Senior and Subordinated Debt in accordance with the priorities then existing among such holders until all Senior and Subordinated Debt (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full;

     (iii) after payment in full of all sums owing with respect to Senior and Subordinated Debt, the Property Trustee, together with the holders of any obligations of the Company ranking on a parity with the Contract Payments, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Contract Payments and interest thereon and such other obligations before any payment or other distribution, whether in cash, securities or other property, shall be made on account of any capital stock of the Company or any obligations of the Company ranking junior to the Company’s obligations to make Contract Payments under the Stock Purchase Contracts and such other obligations; and

     (iv) in the event that, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by the Property Trustee or the Trust in contravention of any of the terms hereof such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior and Subordinated Debt at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior and Subordinated Debt remaining unpaid, to the extent necessary to pay all such Senior and Subordinated Debt in full. In the event of the failure of the Property Trustee or the Trust to endorse or assign any such payment, distribution or security, each holder of Senior and Subordinated Debt is hereby irrevocably authorized to endorse or assign the same.

          (d) For purposes of Sections 2.6(b) through (l), the words “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in Sections 2.6(b) through (l) with respect to such Contract Payments on the Stock Purchase Contracts to the payment of all Senior and Subordinated Debt that may at the time be outstanding; provided that (i) the indebtedness or guarantee of indebtedness, as the case may be, that constitutes Senior and Subordinated Debt is assumed by the Person, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior and Subordinated Debt are not, without the consent of each such holder adversely affected thereby, altered by such reorganization or readjustment.

          (e) Any failure by the Company to make any payment on or perform any other obligation under Senior and Subordinated Debt, other than any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of Sections 2.6(b) through (l) shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default if (i) the Company shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company that is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may

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seek further appeal or review, or (B) in the event a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

          (f) Subject to the irrevocable payment in full of all Senior and Subordinated Debt, the Property Trustee on behalf of the Trust shall be subrogated (equally and ratably with the holders of all obligations of the Company that by their express terms are subordinated to Senior and Subordinated Debt of the Company to the same extent as payment of the Contract Payments in respect of the Stock Purchase Contracts is subordinated and that are entitled to like rights of subrogation) to the rights of the holders of Senior and Subordinated Debt to receive payments or distributions of cash, securities or other property of the Company applicable to the Senior and Subordinated Debt until all such Contract Payments owing on the Stock Purchase Contracts shall be paid in full, and as between the Company, its creditors other than holders of such Senior and Subordinated Debt and the Property Trustee, no such payment or distribution made to the holders of Senior and Subordinated Debt by virtue of Sections 2.6(b) through (l) that otherwise would have been made to the Property Trustee shall be deemed to be a payment by the Company on account of such Senior and Subordinated Debt, it being understood that the provisions of Sections 2.6(b) through (l) are intended solely for the purpose of defining the relative rights of the Property Trustee, on the one hand, and the holders of Senior and Subordinated Debt, on the other hand.

          (g) Nothing contained in Sections 2.6(b) through (l) or elsewhere in this Agreement is intended to or shall impair, as among the Company, its creditors other than the holders of Senior and Subordinated Debt and the Property Trustee, the obligation of the Company, which is absolute and unconditional, to pay to the Property Trustee such Contract Payments on the Stock Purchase Contracts as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Property Trustee and creditors of the Company other than the holders of Senior and Subordinated Debt, nor shall anything herein or therein prevent the Property Trustee from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights, if any, under Sections 2.6(b) through (l), of the holders of Senior and Subordinated Debt in respect of cash, securities or other property of the Company received upon the exercise of any such remedy.

          (h) Upon payment or distribution of assets of the Company referred to in Sections 2.6(b) through (l), the Property Trustee shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the trustee in bankruptcy, receiver, conservator, assignee for the benefit of creditors, liquidating trustee or other Person making any payment or distribution, delivered to the Property Trustee, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior and Subordinated Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to Sections 2.6(b) through (l).

          (i) The Property Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior and Subordinated Debt (or a trustee or representative on behalf of such holder) to establish that such notice has been given by a holder of Senior and Subordinated Debt or a trustee or representative on behalf of any such holder or holders. In the event that the Property Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior and Subordinated Debt to participate in any payment or distribution pursuant to Section 2.6(b) through (l), the Property Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Property Trustee as to the amount of Senior and Subordinated Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under Sections 2.6(b) through (l), and, if such evidence

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is not furnished, the Property Trustee may defer payment to such Person pending judicial determination as to the right of such Person to receive such payment.

          (j) Nothing contained in Sections 2.6(b) through (l) shall affect the obligations of the Company to make, or prevent the Company from making, payment of the Contract Payments, except as otherwise provided in Sections 2.6(b) through (l).

          (k) Wilmington Trust Company, or any successor Property Trustee, in its individual capacity shall be entitled to all the rights set forth in this Section with respect to any Senior and Subordinated Debt at the time held by it, to the same extent as any other holder of Senior and Subordinated Debt and nothing in this Agreement shall deprive Wilmington Trust Company, or any successor Property Trustee of any of its rights as such holder.

          (l) No right of any present or future holder of any Senior and Subordinated Debt to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

          (m) Nothing in this Section 2.6 shall apply to claims of, or payments to, the Property Trustee under or pursuant to Section 2.7.

          (n) With respect to the holders of Senior and Subordinated Debt, (i) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Agreement; (ii) the Property Trustee shall not be liable to any such holders if it shall, acting in good faith, mistakenly pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior and Subordinated Debt shall be entitled by virtue of this Section 2.6 or otherwise; (iii) no implied covenants or obligations shall be read into this Agreement against the Property Trustee; and (iv) the Property Trustee shall not be deemed to be a fiduciary as to such holders.

          (o) Nothing in this Section 2.6 shall apply to any payment or distribution, whether in cash, securities or other property, made to, or paid over or distributed by, any Paying Agent in respect of Contract Payments or otherwise. The Paying Agent shall owe no duty, fiduciary or otherwise, to any holder of Senior and Subordinated Debt and shall not be liable to any holders of Senior and Subordinated Debt if it shall pay over or distribute to the Holders or to the Company or any other Person cash, securities or other property to which any holders of Senior and Subordinated Debt shall otherwise be entitled by virtue of this Section 2.6 or otherwise; and no implied covenants or obligations shall be read into this Agreement against the Paying Agent.

Section 2.7 Deferral of Contract Payments.

          (a) The Company shall have the right (which will be exercised if so directed by the Federal Reserve), at any time prior to the Stock Purchase Date, to defer the payment of any or all of the Contract Payments otherwise payable on any Payment Date, but only if the Company shall give the Property Trustee and the Administrative Trustees (with a copy to the Paying Agent) written notice of its election to defer each such deferred Contract Payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Property Trustee and the Administrative Trustees are required to give notice of any record date or Payment Date with respect to any class of ITS to the New York Stock Exchange or other applicable self regulatory organization or to the Holders, but in any event not less than one Business Day prior to such record date. Any Contract Payments so deferred shall, to the extent permitted by law, accrue interest thereon at the rate originally

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applicable to the Notes (calculated on the same basis as originally applicable to the Notes), compounding on each succeeding Payment Date, until paid in full (such deferred installments of Contract Payments, if any, together with the additional Contract Payments, if any, accrued thereon, being referred to herein as the “Deferred Contract Payments”). Deferred Contract Payments, if any, shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section 2.7, except as provided under Section 1.9. No Contract Payments may be deferred to a date that is after the Stock Purchase Date and no such deferral period may end other than on a Payment Date, except as provided under Section 1.9. If the Stock Purchase Contracts are terminated upon the occurrence of a Termination Event, the Trust’s right to receive Contract Payments, if any, and any Deferred Contract Payments, will terminate.

          (b) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts until a Payment Date prior to the Stock Purchase Date, then all Deferred Contract Payments, if any, shall be payable to the Property Trustee on behalf of the Trust on such Payment Date, except as provided under Section 1.9.

          (c) In the event that the Company elects to defer the payment of Contract Payments on the Stock Purchase Contracts and such deferral is continuing on the Stock Purchase Date, the Property Trustee will receive on the Stock Purchase Date in lieu of a cash payment, in addition to the shares of Preferred Stock (or fractional interests therein) to be issued pursuant to Section 2.3, Subordinated Notes that will (i) have a principal amount equal to the aggregate amount of Deferred Contract Payments at the Stock Purchase Date, (ii) mature on April 15, 2014, (iii) bear interest at the rate per annum equal to the originally applicable rate of interest on the Notes (subject to deferral on the same basis as the Contract Payments; provided that the reference in clause (i)(2) of Section 2.7(d) to the beginning of the deferral period shall be deemed to refer to the beginning of the deferral period with respect to the Contract Payments), (iv) be subordinate and rank junior in right of payment to all of the Company’s Senior and Subordinated Debt on the same basis as the Contract Payments, and (v) be redeemable at the option of the Company at any time or from time to time prior to their stated maturity at a redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the date of redemption; provided that the Company shall register such Subordinated Notes under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be so delivered pursuant to an exemption or exception from registration thereunder.

          (d) In the event the Company exercises its option to defer the payment of Contract Payments then, until the earlier of (x) the Termination Date or (y) the date on which the Company shall have either paid all Deferred Contract Payments to the Property Trustee in cash or repaid all amounts outstanding on the Subordinated Notes, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its capital stock, including Preferred Stock; (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks pari passu in all respects with or junior in interest to the Notes (except for partial payments of interest pursuant to the terms of the Notes) or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company that by its terms ranks pari passu in all respects with or junior in interest to the Company’s guarantee related to the ITS other than, in each case:

     (i) any repurchase, redemption or other acquisition of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of any deferral period, (3) a dividend reinvestment or stockholder purchase plan, or (4) the issuance of the Company’s capital stock, or securities

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convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable event of default, default or extension period, as the case may be;

     (ii) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock;

     (iii) any purchase of fractional interests of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged;

     (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto;

     (v) payments in respect of the Company’s guarantee related to the ITS executed for the benefit of the Holders of the ITS; or

     (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Section 2.8 Cancellation of Stock Purchase Contracts.

          (a) If (i) a Depositor Affiliated Owner (as defined in the Trust Agreement) acquires or becomes obligated to acquire Normal ITS pursuant to contract, a tender offer, an exchange offer, a negotiated transfer or any other transaction (such Normal ITS, the “Depositor Affiliated Normal ITS”) and (ii) the Depositor delivers a Retirement Notice (as defined in the Trust Agreement) in accordance with Section 4.9 of the Trust Agreement with respect to all or a portion of the Depositor Affiliated Normal ITS (such Depositor Affiliated Normal ITS, the “Subject Normal ITS”), then each Stock Purchase Contract related to the Subject Normal ITS (the “Subject Stock Purchase Contracts”) shall be distributed to the Third-Party Agent (as defined in the Trust Agreement) in the manner set forth in Section 4.9 of the Trust Agreement. Following the distribution of such Subject Stock Purchase Contracts, each such Subject Stock Purchase Contract shall be cancelled and no longer be treated as outstanding for any purpose. The Subject Stock Purchase Contracts shall be a number of Stock Purchase Contracts equal to 12,500 multiplied by a fraction equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of the Subject Normal ITS divided by $1,250,000,000. In the event that the number of Subject Stock Purchase Contracts is not a whole number, then, with respect to such fractional Subject Stock Purchase Contract in excess of the next lowest whole number, the Trust and the Company shall be deemed to have cancelled one Stock Purchase Contract (which shall not be a Subject Stock Purchase Contract) and, in place thereof, the Company shall automatically issue (a) a Stock Purchase Contract representing the right to acquire a fractional interest in a share of Preferred Stock equal to the number of Subject Stock Purchase Contracts less the next lowest whole number (the “Distribution Fractional Contract”, which shall be a Subject Stock Purchase Contract) and (b) a Stock Purchase Contract representing the right to acquire a fractional interest in a share of Preferred Stock equal to one (1) minus the fractional interest in a share of Preferred Stock which may be acquired pursuant to the Distribution Fractional Contract (the “Retained Fractional Contracts”, and together with the Distribution Fractional Contract, the “Fractional Contracts”). The Distribution Fractional Contract shall be distributed to the Third-Party Agent in accordance with Section 4.9 of the Trust Agreement. The Retained Fractional Contract shall be retained by the Trust. Each Fractional Contract shall (i) represent the right to acquire a fractional interest in a share of Preferred Stock

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as set forth in clauses (a) and (b) above, as applicable and (ii) have a Stated Amount that is equal to the fractional interest in a share of Preferred Stock that may be acquired pursuant to such Stock Purchase Contract multiplied by $100,000.

          (b) Upon any cancellation of Subject Stock Purchase Contracts in accordance with Section 2.8(a), all rights of the Trust with respect to such Subject Stock Purchase Contracts will cease, including but not limited to any right to receive any accrued Contract Payments or Deferred Contract Payments with respect thereto.

ARTICLE III

REMEDIES

Section 3.1 Unconditional Right of the Property Trustee to Receive Contract Payments and to Purchase Shares of Preferred Stock; Direct Action by Holders of Normal ITS or Stripped ITS.

          The Property Trustee on behalf of the Trust shall have the right, which is absolute and unconditional, (i) subject to Article II, to receive each Contract Payment with respect to each Stock Purchase Contract on the respective Payment Date therefor and (ii) except upon and following a Termination Event, to purchase a Pro Rata Interest in a share of Preferred Stock pursuant to such Stock Purchase Contract and, in each such case, to institute suit for the enforcement of any such right to receive Contract Payments and the right to purchase such Pro Rata Interest in a share of Preferred Stock, and such rights shall not be impaired without its consent. Up to and including the Stock Purchase Date, or the earlier termination of the Stock Purchase Contracts, any Holder shall have the right, upon default in the payment of any Contract Payment with respect to any Stock Purchase Contract on the respective Payment Date (subject to Article II), to institute a suit directly against the Company for enforcement of payment to such Holder of Contract Payments on Stock Purchase Contracts (or interests therein) having a Stated Amount equal to the aggregate Liquidation Amount (as defined in the Trust Agreement) of the ITS held by such Holder.

Section 3.2 Restoration of Rights and Remedies.

          If the Property Trustee has instituted any proceeding to enforce any right or remedy under this Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Property Trustee, then and in every such case, subject to any determination in such proceeding, the Company and the Property Trustee shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Property Trustee shall continue as though no such proceeding had been instituted.

Section 3.3 Rights and Remedies Cumulative.

          No right or remedy herein conferred upon or reserved to the Property Trustee is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 3.4 Delay or Omission Not Waiver.

          No delay or omission of the Property Trustee to exercise any right upon a default or remedy upon a default shall impair any such right or remedy or constitute a waiver of any such right. Every right

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and remedy given by this Article III or by law to the Property Trustee may be exercised from time to time, and as often as may be deemed expedient, by the Property Trustee.

Section 3.5 Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Agreement; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Property Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE IV

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 4.1 Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions.

          The Company covenants that it will not consolidate with, convert into, or merge with and into, any other entity or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or entity, unless:

          (a) the successor shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Stock Purchase Contracts, this Agreement, the Collateral Agreement, the Trust Agreement, the Indenture (including any supplement thereto), the Guarantee Agreement and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Property Trustee, executed and delivered to the Property Trustee by such corporation;

          (b) such successor corporation shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Collateral Agreement, the Trust Agreement or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements; and

          (c) the successor entity shall have reserved sufficient authorized and unissued shares of preferred stock having substantially the same terms and conditions as the Preferred Stock such that the Trust will receive, on the Stock Purchase Date, shares of preferred stock having substantially the same rights as the Preferred Stock that the Trust would have received had such merger, consolidation or other transaction not occurred.

Section 4.2 Rights and Duties of Successor Corporation.

          In case of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance and upon any such assumption by a successor corporation in accordance with Section 4.1, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company.

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Stock Purchase Contract Agreement

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Section 4.3 Officers’ Certificate and Opinion of Counsel Given to Property Trustee.

          The Property Trustee, subject to Section 4.1 and Section 4.2, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IV and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.

ARTICLE V

COVENANTS

Section 5.1 Performance under Stock Purchase Contracts.

          The Company covenants and agrees for the benefit of the Trust that it will duly and punctually perform its obligations under the Stock Purchase Contracts in accordance with the terms of the Stock Purchase Contracts and this Agreement.

Section 5.2 Company to Reserve Preferred Stock.

          The Company shall at all times prior to the Stock Purchase Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Preferred Stock the full number of shares of Preferred Stock (or fractional interests therein) issuable against tender of payment for such shares of Preferred Stock (or fractional interests therein) in respect of all Stock Purchase Contracts.

Section 5.3 Covenants as to Preferred Stock.

          The Company covenants that all shares of Preferred Stock (or fractional interests therein) that may be issued against tender of payment for such shares of Preferred Stock (or fractional interests therein) in respect of any Stock Purchase Contract will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable.

Section 5.4 Statements of Officers of the Company as to Default.

          The Company will deliver to the Property Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

* * * *

          This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Amended and Restated
Stock Purchase Contract Agreement

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          In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

U.S. Bancorp
By:	/s/ Kenneth D. Nelson
	Name:	Kenneth D. Nelson
	Title:	Executive Vice President and Treasurer

USB Capital IX
By:	Wilmington Trust Company, not in its individual capacity but solely as Property Trustee

By:	/s/ Denise M. Geran
	Name:	Denise M. Geran
	Title:	Vice President

Amended and Restated
Stock Purchase Contract Agreement

EX-4.8

Exhibit 4.8

Amended and Restated
Collateral Agreement

among

U.S. BANCORP,

U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent, Custodial Agent,
Securities Intermediary and Securities Registrar

and

USB CAPITAL IX,
acting through Wilmington Trust Company,
as Property Trustee

Dated as of June 10, 2010

Table of Contents

Page

ARTICLE I
Definitions

Section 1.01 Definitions 2

ARTICLE II
Pledge

Section 2.01 Pledge	8
Section 2.02 Control	8
Section 2.03 Termination	8
Section 2.04 Release for Subject Normal ITS	8

ARTICLE III
Control

Section 3.01 Establishment of Collateral Account	8
Section 3.02 Treatment as Financial Assets	9
Section 3.03 Sole Control by Collateral Agent	9
Section 3.04 Securities Intermediary’s Location	10
Section 3.05 No Other Claims	10
Section 3.06 Investment and Release	10
Section 3.07 No Other Agreements	10
Section 3.08 Powers Coupled with an Interest	10
Section 3.09 Waiver of Lien; Waiver of Set-off	10

ARTICLE IV
Custody

Section 4.01 Appointment	11
Section 4.02 Custody	11
Section 4.03 Termination of Custody Account	11
Section 4.04 Waiver of Lien; Waiver of Set-off	11

ARTICLE V
Distributions on Collateral and Custody Notes

Section 5.01 Interest on Notes	11
Section 5.02 Payments Following Termination Event	12
Section 5.03 Payments Prior to or on Stock Purchase Date	12
Section 5.04 Payments to Property Trustee	13
Section 5.05 Assets Not Properly Released	13

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ARTICLE VI
Initial Deposit; Exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and
Capital ITS; Reinvestment of Proceeds of Pledged Treasury Securities

Section 6.01 Initial Deposit of Notes	13
Section 6.02 Exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS	14
Section 6.03 Exchange of Stripped ITS and Capital ITS for Normal ITS and Qualifying Treasury Securities	15
Section 6.04 Termination Event	15
Section 6.05 Reinvestment of Proceeds of Pledged Treasury Securities	16
Section 6.06 Application of Proceeds in Settlement of Stock Purchase Contracts	17

ARTICLE VII
Voting Rights –– Notes

Section 7.01 Voting Rights 18

ARTICLE VIII
Rights and Remedies

Section 8.01 Rights and Remedies of the Collateral Agent	18
Section 8.02 Remarketing; Contingent Exchange Elections by Holder of Normal ITS	19
Section 8.03 Contingent Disposition Election by Holder of Capital ITS	20

ARTICLE IX
Representations and Warranties; Covenants

Section 9.01 Representations and Warranties	21
Section 9.02 Covenants	22

ARTICLE X
The Collateral Agent, The Custodial Agent, The Securities Intermediary and The Securities Registrar

Section 10.01 Appointment, Powers and Immunities	22
Section 10.02 Instructions of the Company	23
Section 10.03 Reliance by Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar	23
Section 10.04 Certain Rights	24
Section 10.05 Merger, Conversion, Consolidation or Succession to Business	26
Section 10.06 Rights in Other Capacities	26
Section 10.07 Non-reliance on Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar	26
Section 10.08 Compensation and Indemnity	27
Section 10.09 Failure to Act	27
Section 10.10 Resignation of Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar	28

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Section 10.11 Right to Appoint Agent or Advisor	29
Section 10.12 Survival	29
Section 10.13 Exculpation	30
Section 10.14 Statements and Confirmations	30
Section 10.15 Tax Allocations	30

ARTICLE XI
Amendment

Section 11.01 Amendment	30
Section 11.02 Execution of Amendments	31

ARTICLE XII
Miscellaneous

Section 12.01 No Waiver	31
Section 12.02 Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury	31
Section 12.03 Notices	31
Section 12.04 Successors and Assigns	32
Section 12.05 Severability	32
Section 12.06 Expenses, Etc	32
Section 12.07 Security Interest Absolute	33
Section 12.08 Notice of Termination Event	33
Section 12.09 Incorporation by Reference	33
Section 12.10 No Recourse	33
Section 12.11 Amendment and Restatement	34

EXHIBITS

Exhibit A – Form of Normal ITS Certificate
Exhibit B – Form of Stripped ITS Certificate
Exhibit C – Form of Capital ITS Certificate

SCHEDULES

Schedule I – Reference Dealers
Schedule II – Contact Persons for Confirmation

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Collateral Agreement

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          Amended and Restated Collateral Agreement, dated as of June 10, 2010, among U.S. Bancorp, a Delaware corporation (the “Company”), U.S. Bank National Association, a national banking association organized under the laws of the United States (“USBNA”), as collateral agent (in such capacity, the “Collateral Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and as securities registrar with respect to the Trust Preferred Securities (in such capacity, the “Securities Registrar”), and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, not in its individual capacity but solely as Property Trustee on behalf of the Trust (in such capacity, the “Property Trustee”).

Recitals

          The Company, USBNA (in its capacities as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar), and the Trust (acting through the Property Trustee) are parties to that certain Collateral Agreement dated as of March 17, 2006 (the “Original Collateral Agreement”).

          The Company and the Trust (acting through the Property Trustee) are parties to the Amended and Restated Stock Purchase Contract Agreement, dated as of the date hereof (as it may be further amended, modified and supplemented and in effect from time to time, the “Stock Purchase Contract Agreement”), pursuant to which the Company has issued certain stock purchase contracts (each, a “Stock Purchase Contract”) to the Trust.

          Each Stock Purchase Contract requires the Company to issue and sell, and the Property Trustee (on behalf of the Trust) to purchase, on the Stock Purchase Date (as defined in the Stock Purchase Contract Agreement), for an amount (the “Purchase Price”) equal to such Stock Purchase Contract’s Stated Amount (as defined in the Stock Purchase Contract Agreement), the Pro Rata Interest (as defined in the Stock Purchase Contract Agreement) in one share of the Company’s Series A Non Cumulative Perpetual Preferred Stock, $100,000 liquidation preference per share (the “Preferred Stock”).

          Pursuant to the Trust Agreement (as hereinafter defined), the Stock Purchase Contract Agreement and the Stock Purchase Contracts, the Trust (acting through the Property Trustee), the Company and USBNA (in its capacities as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar) are entering into this Agreement in order to amend in certain respects, and to restate in its entirety as so amended, the Original Collateral Agreement (as so amended and restated, this “Agreement”), all things necessary to make this Agreement a valid agreement of the Company, in accordance with its terms, having been done, and all conditions precedent to the execution and delivery hereof having been satisfied.

          Now, therefore, this Amended and Restated Collateral Agreement witnesseth: For and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Securities Registrar and the Trust mutually agree as follows:

Amended and Restated
Collateral Agreement

ARTICLE I

Definitions

     Section 1.01 Definitions.

          For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

     (a) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular, and nouns and pronouns of the masculine gender include the feminine and neuter genders.

     (b) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision and references to any Article, Section or other subdivision are references to an Article, Section or other subdivision of this Agreement.

     (c) The following terms that are defined in the UCC shall have the meanings set forth therein: “certificated security,” “control,” “financial asset,” “financing statement,” “entitlement order,” “securities account,” “security entitlement” and “funds-transfer system”.

     (d) Capitalized terms used herein and not defined herein have the meanings assigned to them in the Trust Agreement.

     (e) The following terms have the meanings given to them in this Section 1.01(e):

          “Address for Notices” has the meaning specified in Section 12.03.

          “Agreement” means this Amended and Restated Collateral Agreement, as the same may be further amended, modified or supplemented from time to time.

          “Cash” means any coin or currency of the United States as at the time shall be legal tender for payment of public and private debts.

          “Collateral” means the collective reference to:

     (1) the Collateral Account and all investment property and other financial assets from time to time credited to the Collateral Account and all security entitlements with respect thereto, including, without limitation, (A) the Notes, other than any Notes that are Transferred to (x) the Custodial Agent in accordance with Section 6.02 upon the Exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS pursuant to Sections 5.13(a)(i), (b) and (c) of the Trust Agreement from time to time, (y) the Remarketing Agent or the Custody Account in accordance with Section 8.02(b) upon a Successful Remarketing or (z) the Property Trustee in accordance with Section 2.04 and (B) any Qualifying Treasury Securities and security entitlements thereto delivered from time to time upon the exchange of Normal ITS and Qualifying Treasury

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Securities for Stripped ITS and Capital ITS pursuant to Sections 5.13(a)(i), (b) and (c) of the Trust Agreement and in accordance with Section 6.02;

     (2) all Qualifying Treasury Securities and security entitlements thereto purchased by the Collateral Agent with the Proceeds of Qualifying Treasury Securities pursuant to Section 6.05;

     (3) the U.S. Bank Deposit pursuant to Section 6.06;

     (4) all Proceeds of any of the foregoing (whether such Proceeds arise before or after the commencement of any proceeding under any applicable bankruptcy, insolvency or other similar law, by or against the Trust, as pledgor or with respect to the pledgor); and

     (5) all powers and rights now owned or hereafter acquired under or with respect to the Collateral.

          “Collateral Account” means the securities account of USBNA, as Collateral Agent, maintained by the Securities Intermediary and designated “U.S. Bank National Association, as Collateral Agent of U.S. Bancorp, as pledgee of USB Capital IX, acting through Wilmington Trust Company, as Property Trustee.”

          “Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this Agreement until a successor Collateral Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Collateral Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

          “Company” means the Person named as the “Company” in the first paragraph of this Agreement until a successor shall have become such pursuant to the applicable provisions of the Stock Purchase Contract Agreement, and thereafter “Company” shall mean such successor.

          “Custodial Agent” means the Person named as the “Custodial Agent” in the first paragraph of this Agreement until a successor Custodial Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Custodial Agent” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

          “Custody Account” means the securities account of USBNA, as Custodial Agent, designated “U.S. Bank National Association, as Custodial Agent for USB Capital IX.”

          “Custody Notes” has the meaning specified in Section 4.01.

          “Exchange” means an exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS pursuant to Section 5.13(b) of the Trust Agreement and Section 6.02 or an exchange of Stripped ITS and Capital ITS for Normal ITS and Qualifying Treasury Securities pursuant to Section 5.13(d) of the Trust Agreement and Section 6.03.

          “Final Dealer” has the meaning specified in Section 6.05(a).

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          “Indemnities” has the meaning specified in Section 10.08(b).

          “Like Amount” means with respect to a distribution of Notes to a Third-Party Agent (as such term is defined in the Trust Agreement) in connection with a retirement of the Subject Normal ITS

          pursuant to Section 4.9 of the Trust Agreement, Notes having an aggregate principal amount equal to the Liquidation Amount (as such term is defined in the Trust Agreement) of the applicable Subject Normal ITS.

          “Loss” (and collectively, “Losses”) has the meaning specified in Section 10.08(b).

          “Market Disruption Event” means (i) a general moratorium on commercial banking activities in New York declared by the relevant authorities or (ii) any material disruption of the U.S. government securities market or U.S. federal funds-transfer systems, written notification of which shall have been given to the Collateral Agent by any of the Administrative Trustees.

          “Notes” means the Remarketable Junior Subordinated Notes due 2042 of the Company issued pursuant to the Indenture.

          “Notice of Contingent Disposition Election” means a Notice of Contingent Disposition Election substantially in the form set forth on the reverse side of the form of Capital ITS Certificate, a copy of which is attached hereto as Exhibit C.

          “Notice of Contingent Exchange Election” means a Notice of Contingent Exchange Election substantially in the form set forth on the reverse side of the form of Normal ITS Certificate, a copy of which is attached hereto as Exhibit A.

          “Obligations” means all obligations and liabilities of the Trust and the Property Trustee on behalf of the Trust under each Stock Purchase Contract, the Stock Purchase Contract Agreement and this Agreement or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest (including, without limitation, interest accruing before and after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Property Trustee or the Trust, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Company or the Collateral Agent or the Securities Intermediary that are required to be paid by the Trust pursuant to the terms of any of the foregoing agreements).

          “Permitted Investments” means any one of the following, in each case maturing on the Business Day following the date of acquisition:

     (1) any evidence of indebtedness with an original maturity of 365 days or less issued, or directly and fully guaranteed or insured, by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support of the timely payment thereof or such indebtedness constitutes a general obligation of it);

     (2) deposits, certificates of deposit or acceptances with an original maturity of 365 days or less of any institution which is a member of the Federal Reserve System

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Collateral Agreement

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having combined capital and surplus and undivided profits of not less than $500 million at the time of deposit (and which may include the Collateral Agent);

     (3) investments with an original maturity of 365 days or less of any Person that are fully and unconditionally guaranteed by a bank referred to in clause (2);

     (4) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States of America or issued by any agency thereof and backed as to timely payment by the full faith and credit of the United States of America;

     (5) investments in commercial paper, other than commercial paper issued by the Company or its Affiliates, of any corporation incorporated under the laws of the United States of America or any State thereof, which commercial paper has a rating at the time of purchase at least equal to “A-1” by Standard & Poor’s Ratings Services (“S&P”) or at least equal to “P-1” by Moody’s Investors Service, Inc. (“Moody’s”); and

     (6) investments in money market funds (including, but not limited to, money market funds managed by the Collateral Agent or an Affiliate of the Collateral Agent) registered under the Investment Company Act of 1940, as amended, rated in the highest applicable rating category by S&P or Moody’s.

          “Pledge” means the lien and security interest created by this Agreement.

          “Pledged Notes” means each Note deposited with the Collateral Agent pursuant to Section 6.01 or delivered to the Collateral Agent pursuant to Section 6.03, until such time as it is (i) released from the Pledge and delivered to the Custodial Agent pursuant to Section 6.02 or to the Remarketing Agent or the Custody Account pursuant to Section 8.02(b) or (ii) released from the Pledge, assigned (as applicable) and transferred or delivered to the Property Trustee on behalf of the Trust as provided in Section 2.04.

          “Pledged Treasury Securities” means Qualifying Treasury Securities from time to time credited to the Collateral Account pursuant to Section 6.02 and not then released from the Pledge pursuant to Section 6.03, together with all Qualifying Treasury Securities purchased from time to time by the Collateral Agent with the Proceeds of maturing Pledged Treasury Securities pursuant to Section 6.05.

          “Preferred Stock” has the meaning specified in the Recitals of this Agreement.

          “Proceeds” has the meaning ascribed thereto in Section 9-102(a)(64) of the UCC and includes, without limitation, all interest, dividends, Cash, instruments, securities, financial assets and other property received, receivable or otherwise distributed upon the sale (including, without limitation, the Remarketing), exchange, collection or disposition of any financial assets from time to time held in the Collateral Account.

          “Property Trustee” means the Person named as the “Property Trustee” in the first paragraph of this Agreement until a successor Property Trustee shall have become such pursuant to the applicable provisions of the Trust Agreement, and thereafter “Property Trustee” shall mean such Person or any subsequent successor who is appointed pursuant to the Trust Agreement.

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Collateral Agreement

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          “Purchase Price” has the meaning specified in the Recitals of this Agreement.

          “Recombination Notice and Request” means a Recombination Notice and Request substantially in the form set forth on the reverse side of the forms of Stripped ITS Certificate and Capital ITS Certificate, copies of which are attached hereto as Exhibits B and C respectively.

          “Reference Dealer” means each of the U.S. government securities dealers listed on Schedule I hereto (including any successor thereto) and any other U.S. government securities dealers designated by the Collateral Agent (it being understood that the Collateral Agent may, but shall not be obligated, to designate any one or more such other U.S. government securities dealers); provided that if at any time fewer than three of the entities named on Schedule I are active U.S. government securities dealers and approved counterparties of USBNA, any of the Administrative Trustees may designate an additional U.S. government securities dealer as a Reference Dealer.

          “Retirement Date” has the meaning specified in Section 4.9 of the Trust Agreement.

          “Retirement Notice” has the meaning specified in Section 4.9 of the Trust Agreement.

          “Remarketing” has the meaning specified in the Indenture.

          “Roll Date” means, with respect to any Additional Distribution Date, the latest date prior to such Additional Distribution Date that is a maturity date of Qualifying Treasury Securities held in the Collateral Account.

          “Securities Intermediary” means the Person named as the “Securities Intermediary” in the first paragraph of this Agreement until a successor Securities Intermediary shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Securities Intermediary” shall mean such Person or any subsequent successor who is appointed pursuant to this Agreement.

          “Securities Registrar” means the Person named as the “Securities Registrar” in the first paragraph of this Agreement until a successor Securities Registrar shall have been appointed by the Company pursuant to the applicable provisions of the Trust Agreement, and thereafter “Securities Registrar” shall mean such Person or any subsequent successor who is appointed pursuant to the Trust Agreement by the Company.

          “Stock Purchase Contract” has the meaning specified in the Recitals of this Agreement.

          “Stock Purchase Contract Agreement” has the meaning specified in the Recitals of this Agreement.

          “Stripping Notice and Request” means a Stripping Notice and Request substantially in the form set forth on the reverse side of the form of Normal ITS Certificate, a copy of which is attached hereto as Exhibit A.

          “Subject Normal ITS” has the meaning set forth in Section 4.9 of the Trust Agreement.

          “Successful” has the meaning specified in the Indenture.

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Collateral Agreement

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          “Termination Event” has the meaning specified in the Stock Purchase Contract Agreement.

          “Third Party Agent” has the meaning specified in Section 4.9 of the Trust Agreement.

          “Trade Date” means, with respect to each Roll Date, the Business Day immediately preceding such Roll Date.

          “Trades” means the Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of New York pursuant to the Trades Regulations.

          “Trades Regulations” means the regulations of the United States Department of the Treasury, published at 31 C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein, all terms defined in the Trades Regulations are used herein as therein defined.

          “Transfer” means (i) in the case of certificated securities in registered form, delivery as provided in Section 8-301(a) of the UCC, endorsed to the transferee or in blank by an effective endorsement, (ii) in the case of Qualifying Treasury Securities, registration of the transferee as the owner of such Qualifying Treasury Securities on Trades and (iii) in the case of security entitlements, including, without limitation, security entitlements with respect to Qualifying Treasury Securities, a securities intermediary indicating by book entry that such security entitlement has been credited to the transferee’s securities account.

          “Trust” has the meaning specified in the first paragraph of this Agreement.

          “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of March 17, 2006, among the Company, as Depositor, the Property Trustee, the Delaware Trustee and the Administrative Trustees (each as named therein), and the several Holders (as defined therein), as amended by Amendment No. 1 thereto, dated as of June 10, 2010, as the same may be further amended, modified or supplemented from time to time.

          “UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time.

          “U.S. Bank Deposit” has the meaning specified in the Stock Purchase Contract Agreement.

          “USBNA” has the meaning specified in the first paragraph of this Agreement.

          “Value” means, with respect to any item of Collateral on any date, as to (1) Cash, the face amount thereof, (2) Notes, the aggregate principal amount thereof and (3) Qualifying Treasury Securities, the aggregate principal amount thereof.

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Collateral Agreement

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ARTICLE II

Pledge

     Section 2.01 Pledge.

          The Trust (acting through the Property Trustee) hereby pledges and grants to the Collateral Agent, as agent of and for the benefit of the Company, a continuing first priority security interest in and to, and a lien upon and right of set-off against, all of such Person’s right, title and interest in and to the Collateral to secure the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

     Section 2.02 Control.

          The Collateral Agent shall have control of the Collateral Account pursuant to the provisions of Article III.

     Section 2.03 Termination.

          This Agreement and the Pledge created hereby shall terminate upon the satisfaction of the Obligations. Upon receipt by the Collateral Agent from the Company of notice of such termination, the Collateral Agent shall, except as otherwise provided herein, Transfer and instruct the Securities Intermediary to Transfer the Collateral to or upon the order of the Property Trustee, free and clear of the Pledge created hereby.

     Section 2.04 Release for Subject Normal ITS.

          In connection with the retirement of any Subject Normal ITS pursuant to Section 4.9 of the Trust Agreement, the Company shall provide to the Collateral Agent, not less than two Business Days prior to the applicable Retirement Date (unless a shorter period shall be acceptable to the Collateral Agent), a copy of the Retirement Notice submitted by the Company to the Property Trustee and the Securities Registrar in respect of such Subject Normal ITS. Upon receipt by the Collateral Agent on the Retirement Date of written confirmation from the Securities Registrar as to its receipt of the Subject Normal ITS pursuant to such Retirement Notice, the Collateral Agent shall (i) release Pledged Notes of a Like Amount with respect to such Subject Normal ITS from the Pledge, and (ii) Transfer Pledged Notes to the Property Trustee on behalf of the Trust for distribution by the Property Trustee to the Third Party Agent, all as contemplated in Section 4.9 of the Trust Agreement.

ARTICLE III

Control

     Section 3.01 Establishment of Collateral Account.

          The Securities Intermediary hereby confirms that:

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     (a) the Securities Intermediary has established the Collateral Account;

     (b) the Collateral Account is a securities account;

     (c) subject to the terms of this Agreement, the Securities Intermediary shall identify in its records the Collateral Agent as the entitlement holder entitled to exercise the rights that comprise any financial asset credited to the Collateral Account;

     (d) all property delivered to the Securities Intermediary pursuant to this Agreement or the Stock Purchase Contract Agreement, including any Permitted Investments purchased by the Securities Intermediary from the Proceeds of any Collateral, will be credited promptly to the Collateral Account; and

     (e) all securities or other property underlying any financial assets credited to the Collateral Account shall be (i) registered in the name of the Property Trustee and indorsed to the Securities Intermediary or in blank, (ii) registered in the name of the Securities Intermediary or the Collateral Agent or (iii) credited to another securities account maintained in the name of the Securities Intermediary. In no case will any financial asset credited to the Collateral Account be registered in the name of the Property Trustee or specially indorsed to the Property Trustee unless such financial asset has been further indorsed to the Securities Intermediary or in blank.

     Section 3.02 Treatment as Financial Assets.

          Each item of property (whether investment property, financial asset, security, instrument or Cash) credited to the Collateral Account shall be treated as a financial asset.

     Section 3.03 Sole Control by Collateral Agent.

          Except as provided in Section 8.01, at all times prior to the termination of the Pledge, the Collateral Agent shall have sole control of the Collateral Account, and the Securities Intermediary shall take instructions and directions with respect to the Collateral Account solely from the Collateral Agent. If at any time the Securities Intermediary shall receive an entitlement order issued by the Collateral Agent and relating to the Collateral Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Property Trustee or any other Person. Except with respect to any Pledged Notes that are released from the Pledge as provided in Section 2.04, or as otherwise permitted under this Agreement, until termination of the Pledge, the Securities Intermediary will not comply with any entitlement orders issued by the Property Trustee.

          The Trust hereby irrevocably constitutes and appoints the Collateral Agent and the Company, with full power of substitution, as the Trust’s attorney-in-fact to take on behalf of, and in the name, place and stead of the Trust and the Holders, any action necessary or desirable to perfect and to keep perfected the security interest in the Collateral referred to in Section 2.01. The grant of such power-of-attorney shall not be deemed to require of the Collateral Agent any specific duties or obligations not otherwise expressly assumed by the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Collateral Agent or Securities Intermediary be responsible for the preparation or filing of any financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder.

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     Section 3.04 Securities Intermediary’s Location.

          The Collateral Account, and the rights and obligations of the Securities Intermediary, the Collateral Agent and the Property Trustee with respect thereto, shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction.

     Section 3.05 No Other Claims.

          Except for the claims and interest of the Collateral Agent and of the Trust in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Property Trustee.

     Section 3.06 Investment and Release.

          All Proceeds of financial assets from time to time deposited in the Collateral Account shall be invested and reinvested as provided in this Agreement. At no time prior to termination of the Pledge with respect to any particular property shall such property be released from the Collateral Account except in accordance with this Agreement or upon written instructions of the Collateral Agent.

     Section 3.07 No Other Agreements.

          The Securities Intermediary has not entered into, and prior to the termination of the Pledge will not enter into, any agreement with any other Person relating to the Collateral Account or any financial assets credited thereto, including, without limitation, any agreement to comply with entitlement orders of any Person other than the Collateral Agent.

     Section 3.08 Powers Coupled with an Interest.

          The rights and powers granted in this Article III to the Collateral Agent have been granted in order to perfect its security interests in the Collateral Account, are powers coupled with an interest and will be affected neither by the bankruptcy of the Property Trustee or the Trust nor by the lapse of time. The obligations of the Securities Intermediary under this Article III shall continue in effect until the termination of the Pledge with respect to any and all Collateral.

     Section 3.09 Waiver of Lien; Waiver of Set-off.

          The Securities Intermediary waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Collateral Account, any financial asset credited thereto or any security entitlement in respect thereof. Neither the financial assets credited to the Collateral Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any person other than the Company.

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ARTICLE IV

Custody

     Section 4.01 Appointment.

          The Trust hereby appoints the Custodial Agent as Custodial Agent of the Trust to hold all of the Notes that are property of the Trust, other than the Pledged Notes and Pledge Notes that have been released from the Pledge and Transferred to the Property Trustee for distribution by the Property Trustee to the Third-Party Agent in accordance with Section 2.04 hereof (collectively, the “Custody Notes”), for the benefit of the Trust and for the purposes set forth herein, and the Custodial Agent hereby accepts such appointment under the terms and conditions set forth herein.

     Section 4.02 Custody.

          The Custodial Agent will hold the Custody Notes in the Custody Account. For the avoidance of doubt, the Custodial Agent shall segregate on its books and records the assets of the Trust from assets held by the Custodial Agent for other customers (including the Collateral) or for the Custodial Agent itself. The Custodial Agent shall only have the obligations expressly set forth herein and shall have no responsibility for monitoring compliance with the Trust Agreement, the Stock Purchase Contract Agreement or any other agreement in connection therewith. The Custodial Agent shall accept the Transfer of Notes from the Collateral Agent from time to time pursuant to Section 6.02, deliver Notes to the Collateral Agent from time to time pursuant to Section 6.03 and deliver Notes to the Remarketing Agent on the Remarketing Settlement Date pursuant to Section 8.03.

     Section 4.03 Termination of Custody Account.

          Upon receipt by the Custodial Agent from the Company of notice of termination of this Agreement pursuant to Section 2.03, the Custodial Agent shall deliver the Custody Notes to the Property Trustee.

     Section 4.04 Waiver of Lien; Waiver of Set-off.

          The Custodial Agent waives any security interest, lien or right to make deductions or set-offs that it may now have or hereafter acquire in or with respect to the Custody Account, any financial asset credited thereto or any security entitlement in respect thereof. Neither the financial assets credited to the Custody Account nor the security entitlements in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Trust.

ARTICLE V

Distributions on Collateral and
Custody Notes

     Section 5.01 Interest on Notes.

     (a) The Collateral Agent shall transfer all interest received from time to time by the Collateral Agent on account of the Pledged Notes to the Paying Agent.

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     (b) The Custodial Agent shall transfer all interest received from time to time by the Custodial Agent on account of the Custody Notes to the Paying Agent.

     Section 5.02 Payments Following Termination Event.

          Following a Termination Event, written notice of which the Collateral Agent or the Custodial Agent, as the case may be, shall have received from the Company, the Property Trustee or any of the Administrative Trustees,

     (a) the Collateral Agent shall cause the Securities Intermediary to Transfer (i) the Pledged Notes, (ii) the Pledged Treasury Securities and (iii) any Permitted Investments, including in each case any and all payments of principal or interest it receives in respect thereof, to the Property Trustee or its designee, free and clear of the Pledge created hereby; and

     (b) the Custodial Agent shall Transfer the Custody Notes and any and all payments of principal or interest it receives in respect thereof to the Property Trustee or its designee.

     Section 5.03 Payments Prior to or on Stock Purchase Date.

     (a) Except as provided in Section 5.03(c) and Section 6.05, if the Collateral Agent or the Custodial Agent, as the case may be, shall not have received from the Company, the Property Trustee or any of the Administrative Trustees notice of any Termination Event, all payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (i) the Pledged Notes and (ii) the Pledged Treasury Securities shall be held until the Stock Purchase Date and an amount thereof equal to the Purchase Price under the Stock Purchase Contracts shall be transferred to the Company on the Stock Purchase Date as provided in Section 2.2 of the Stock Purchase Contract Agreement in satisfaction of the Trust’s obligation to pay such Purchase Price. Any balance remaining in the Collateral Account shall be released from the Pledge and Transferred to the Paying Agent, free and clear of the Pledge created thereby. The Company shall instruct the Collateral Agent in writing as to the Permitted Investments in which any payments received under this Section 5.03(a) (which, for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b)) shall be invested; provided that if the Company fails to deliver such instructions by 10:30 A.M. (New York City time) on the day such payments are received by the Collateral Agent, the Collateral Agent shall invest such payments in the Permitted Investments as described in clause (6) of the definition of Permitted Investments. The Collateral Agent shall have no liability in respect of losses incurred as a result of the failure of the Company to provide timely written investment direction. The Collateral Agent may conclusively rely on any written direction and shall bear no liability for any loss or other damage based on acting or omitting to act under this Section 5.03 (which, for purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in respect of excess Proceeds referred to therein) pursuant to any direction of the Company or any investment in Permitted Investments as described in clause (6) of the definition of Permitted Investments as provided herein and neither the Collateral Agent nor the Securities Intermediary shall in any way be liable for the selection of Permitted Investments or by reason of any insufficiency in the Collateral Account resulting from any loss on any Permitted Investment included therein.

     (b) All payments of principal received by the Custodial Agent in respect of the Custody Notes shall be transferred to the Paying Agent.

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     (c) All payments of principal received by the Collateral Agent or the Securities Intermediary in respect of (1) the Pledged Notes and (2) the Pledged Treasury Securities or security entitlements thereto, that, in each case, have been released from the Pledge pursuant hereto (other than Pledged Notes that upon such release shall have become Custody Notes in accordance with Section 6.03) shall be transferred to or in accordance with the written instructions of the Paying Agent.

     Section 5.04 Payments to Property Trustee.

          The Securities Intermediary and the Custodial Agent shall use commercially reasonable efforts to deliver payments to the Paying Agent or the Property Trustee as provided hereunder to the following account established by the Paying Agent or the Property Trustee, for credit to U.S. Bank National Association, ABA#091000022, A/C#180121167365, for further credit to 793126000, Ref: USB Capital IX, Attn: Beverly A. Freeney, not later than 12:00 P.M. (New York City time) on the Business Day it receives such payment; provided that if such payment is required to be made on a day that is not a Business Day or after 11:00 A.M. (New York City time) on a Business Day, then it shall use commercially reasonable efforts to deliver such payment to the Paying Agent or the Property Trustee no later than 10:30 A.M. (New York City time) on the next succeeding Business Day.

     Section 5.05 Assets Not Properly Released.

          If the Paying Agent or the Property Trustee shall receive any principal payments on account of financial assets credited to the Collateral Account and not released therefrom in accordance with this Agreement, the Paying Agent or the Property Trustee shall hold the same as trustee of an express trust for the benefit of the Company and, upon receipt of an Officers’ Certificate of the Company so directing, promptly deliver the same to the Securities Intermediary for credit to the Collateral Account or to the Company for application to the Obligations, and the Paying Agent or the Property Trustee shall acquire no right, title or interest in any such payments of principal amounts so received. Neither the Paying Agent nor the Property Trustee shall have any liability under this Section 5.05 unless and until it has been notified in writing that such payment was delivered to it erroneously and nor shall it have any liability for any action taken, suffered or omitted to be taken prior to its receipt of such notice.

ARTICLE VI

Initial Deposit; Exchange of Normal ITS and
Qualifying Treasury Securities for Stripped ITS and Capital ITS; Reinvestment of Proceeds of
Pledged Treasury Securities

     Section 6.01 Initial Deposit of Notes.

     (a) Prior to or concurrently with the execution and delivery of the Original Collateral Agreement, the Property Trustee Transfered to the Securities Intermediary, for credit to the Collateral Account, Notes having an aggregate principal amount of $1,251,000,000.

     (b) The Collateral Agent shall, at any time or from time to time, at the written request of the Company, cause any or all securities or other property underlying any financial assets credited to the Collateral Account to be registered in the name of the Securities Intermediary, the Collateral Agent or their respective nominees; provided that unless any Event of Default (as defined in the Trust Agreement)

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shall have occurred and be continuing, and in respect of which the Collateral Agent shall have received written notice from the Property Trustee or the Administrative Trustees, the Collateral Agent agrees not to cause any Notes to be so re-registered.

     Section 6.02 Exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS.

     (a) On each occasion on which a Holder of Normal ITS exercises its rights pursuant to Sections 5.13(a)(i), (b) and (c) of the Trust Agreement to exchange Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS by, during any Exchange Period:

     (i) depositing with the Collateral Agent the treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal ITS being Exchanged;

     (ii) Transferring the Normal ITS being Exchanged to the Securities Registrar; and

     (iii) delivering a duly executed and completed Stripping Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder has deposited the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that the Holder is Transferring the related Normal ITS to the Securities Registrar in connection with an Exchange of such Normal ITS and Qualifying Treasury Securities for a Like Amount of Stripped ITS and Capital ITS, and (z) requesting the delivery to the Holder of such Stripped ITS and Capital ITS,

the Collateral Agent shall, upon the deposit and Transfer pursuant to clauses (i) and (ii) and receipt of the notice and request referred to in clause (iii), (w) be deemed to accept the Qualifying Treasury Securities deposited pursuant to clause (i) as Collateral subject to the Pledge, (x) release Pledged Notes of a Like Amount from the Pledge, (y) Transfer such Pledged Notes to the Custodial Account free and clear of the Company’s security interest therein, and (z) confirm to the Property Trustee in writing that such release and Transfer has occurred. The Custodial Agent shall continue to hold such Notes as Custody Notes pursuant to Article IV.

     (b) The Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Trust Agreement dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Normal ITS Transferred pursuant to Section 6.02(a) and deliver a Like Amount of Stripped ITS and Capital ITS to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Securities Certificates of the appropriate Class.

     (c) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 6.02, shall not constitute a novation of the security interest created hereby.

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     Section 6.03 Exchange of Stripped ITS and Capital ITS for Normal ITS and Qualifying Treasury Securities.

     (a) On each occasion on which a Holder of Stripped ITS and Capital ITS exercises its rights pursuant to Sections 5.13(d) of the Trust Agreement to exchange Stripped ITS and Capital ITS for Normal ITS and Qualifying Treasury Securities by, during any Exchange Period, Transferring the Stripped ITS and the Capital ITS being Exchanged to the Securities Registrar and delivering a duly executed and completed Recombination Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder is Transferring the related Stripped ITS and Capital ITS to the Securities Registrar in connection with the Exchange of such Stripped ITS and Capital ITS for a Like Amount of each of Normal ITS and Pledged Treasury Securities, (y) requesting the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to the Liquidation Amount of each of the Stripped ITS and Capital ITS being exchanged, and (z) requesting the Securities Registrar to deliver to the Holder Normal ITS of a Like Amount.

     (b) Upon the Transfer pursuant to Section 6.03(a) and receipt of the notice and request referred to in Section 6.03(a):

     (i) the Custodial Agent will Transfer a Like Amount of Notes from the Custody Account to the Collateral Account in substitution for such Pledged Treasury Securities;

     (ii) the Collateral Agent will be deemed to accept the Notes Transferred by the Custodial Agent pursuant to clause (i) as Collateral subject to the Pledge;

     (iii) the Collateral Agent will release Pledged Treasury Securities of a Like Amount from the Pledge and deliver such Qualifying Treasury Securities to the Holder free and clear of the Company’s security interest therein, and confirm in writing to the Property Trustee that such release and Transfer has occurred; and

     (iv) the Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Trust Agreement dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Stripped ITS and Capital ITS delivered pursuant to Section 6.03(a) and deliver a Like Amount of Normal ITS to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Securities Certificates of the appropriate Class.

     (c) The substitution of Notes for financial assets held in the Collateral Account pursuant to this Section 6.03, shall not constitute a novation of the security interest created hereby.

     Section 6.04 Termination Event.

     (a) Upon receipt by the Collateral Agent of written notice from the Company, the Property Trustee or any of the Administrative Trustees of the Trust that a Termination Event has occurred, the Collateral Agent shall release all Collateral from the Pledge and shall promptly instruct the Securities Intermediary to Transfer:

     (i) any Pledged Notes;

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     (ii) the Proceeds of the U.S. Bank Deposit; and

     (iii) any Pledged Treasury Securities,

     to the Property Trustee, free and clear of the Pledge created hereby.

     (b) If such Termination Event shall result from the Company’s becoming a debtor under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided by this Section 6.04, the Property Trustee or any of the Administrative Trustees shall:

     (i) use its best efforts to obtain an opinion of a nationally recognized law firm to the effect that, notwithstanding the Company being the debtor in such a bankruptcy case, the Collateral Agent will not be prohibited from releasing or Transferring the Collateral as provided in this Section 6.04 and shall deliver or cause to be delivered such opinion to the Collateral Agent within ten calendar days after the occurrence of such Termination Event, and if (A) the Property Trustee or any of the Administrative Trustees shall be unable to obtain such opinion within ten calendar days after the occurrence of such Termination Event or (B) the Collateral Agent shall continue, after delivery of such opinion, to refuse to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, as the case may be, as provided in this Section 6.04, then the Property Trustee shall within fifteen calendar days after the occurrence of such Termination Event commence an action or proceeding in the court having jurisdiction of the Company’s case under the Bankruptcy Code seeking an order requiring the Collateral Agent to effectuate the release and Transfer of all Pledged Notes, Pledged Treasury Securities, Permitted Investments, the U.S. Bank Deposit and Proceeds of any of the foregoing, or as the case may be, as provided by this Section 6.04; or

     (ii) commence an action or proceeding like that described in Section 6.04(b)(i) hereof within ten days after the occurrence of such Termination Event.

     Section 6.05 Reinvestment of Proceeds of Pledged Treasury Securities.

     (a) At or about 11:00 A.M., New York City time, on each Trade Date, the Collateral Agent shall select at least three Reference Dealers (including at least three Reference Dealers named on Schedule I hereto or named by any of the Administrative Trustees as replacements therefor who are approved counterparties of USBNA) and request each of them to provide a commitment (which may be oral if promptly confirmed in writing by facsimile or e-mail), satisfactory in form to the Collateral Agent, to the effect that if selected as the Final Dealer, such Reference Dealer shall sell to the Collateral Agent, for delivery against payment on the immediately succeeding Roll Date, an aggregate principal amount of the U.S. treasury security that is the Qualifying Treasury Security on such Roll Date equal to the aggregate principal amount of Qualifying Treasury Securities held in the Collateral Account on such Trade Date. If the Collateral Agent shall have received at least two firm offers, it shall select the lowest offer and the Reference Dealer providing the lowest offer shall be the “Final Dealer”; provided that if two or more Reference Dealers have provided identical lowest offers, the Collateral Agent shall select any of these Reference Dealers as the Final Dealer in its absolute discretion. The Final Dealer shall be obligated to sell to the Collateral Agent, for Cash on the Roll Date, the aggregate principal amount of the

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U.S. treasury security specified in such offer. If the Collateral Agent determines that (i) a Market Disruption Event has occurred or (ii) fewer than two Reference Dealers have provided firm offers in a timely manner meeting the foregoing requirements, the steps contemplated above shall be taken on each succeeding Business Day on which the Collateral Agent determines that no Market Disruption Event has occurred until at least two Reference Dealers have provided such offers, except that the Collateral Agent shall request offers from the Reference Dealers for same day settlement. The Collateral Agent shall use reasonable care in administering the foregoing procedures and shall have no liability in connection therewith to the Trust, the Property Trustee, the Company or any other Person in the absence of gross negligence or willful misconduct. All determinations regarding whether a Market Disruption Event has occurred shall be made by the Collateral Agent in its sole discretion.

     (b) On each Roll Date (or, if no Final Dealer shall have been selected on the Trade Date, on the date that the Final Dealer is selected), the Collateral Agent shall instruct the Securities Intermediary to apply the Proceeds of the U.S. treasury securities held in the Collateral Account to the purchase price of the Qualifying Treasury Securities, which shall be deposited in the Collateral Account, and to apply the excess of such Proceeds over the purchase price of the Qualifying Treasury Securities to purchase Permitted Investments for deposit in the Collateral Account.

     (c) On each Additional Distribution Date, if the Qualifying Treasury Securities shall have been purchased and deposited in the Collateral Account, the Collateral Agent shall liquidate the Permitted Investments in the Collateral Account and direct the Securities Intermediary to pay the Proceeds to the Payment Account.

     Section 6.06 Application of Proceeds in Settlement of Stock Purchase Contracts.

     (a) The Trust (acting through the Property Trustee) agrees to pay the purchase price under the Stock Purchase Contracts on the Stock Purchase Date from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account and the U.S. Bank Deposit (or in the circumstances set forth in the Stock Purchase Contract Agreement, by assignment thereof). Without receiving any further instruction from the Property Trustee, the Collateral Agent shall, in settlement of such Stock Purchase Contracts on the Stock Purchase Date, (i) instruct the Securities Intermediary to remit Proceeds of the Qualifying Treasury Securities to the Company and (ii) instruct U.S. Bank National Association to pay the Proceeds of the U.S. Bank Deposit to the Company in an amount equal to the excess of the Purchase Price over the amount of the Proceeds of the Qualifying Treasury Securities.

     (b) In the event of a Failed Remarketing, the Collateral Agent, for the benefit of the Company, will, at the written instruction of the Company, deliver or dispose of the Pledged Notes in accordance with the Company’s written instructions to satisfy in full, from any such disposition or retention, the obligations of the Trust to pay the purchase price for the shares of Preferred Stock to be issued under the Stock Purchase Contracts to the extent not paid from the Proceeds of the Qualifying Treasury Securities held in the Collateral Account.

     (c) Thereafter, the Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury Securities held in the Collateral Account in excess of the aggregate purchase price for the shares of Preferred Stock to be issued under such Stock Purchase Contracts to the Property Trustee.

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ARTICLE VII

Voting Rights — Notes

     Section 7.01 Voting Rights.

          The Property Trustee on behalf of the Trust may, subject to the Trust Agreement, exercise, or refrain from exercising, any and all voting and other consensual rights pertaining to the Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement and in accordance with the terms of the Stock Purchase Contract Agreement; provided, however, that the Property Trustee shall not exercise or shall not refrain from exercising such right with respect to any Notes, if, in the reasonable judgment of the Property Trustee, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes; and provided, further, that the Property Trustee shall give the Company, the Collateral Agent and the Custodial Agent, at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes, including notice of any meeting at which holders of the Notes are entitled to vote or solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent and the Custodial Agent shall use reasonable efforts to send promptly to the Property Trustee such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Property Trustee, execute and deliver to the Property Trustee such proxies and other instruments in respect of such Notes (in form and substance satisfactory to the Collateral Agent or the Custodial Agent, as the case may be) as are prepared by the Company and delivered to the Property Trustee with respect to the Notes.

ARTICLE VIII

Rights and Remedies

     Section 8.01 Rights and Remedies of the Collateral Agent.

     (a) In addition to the rights and remedies specified in Section 6.04 or otherwise available at law or in equity, after an event of default (as specified in Section 8.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the Trades Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Pledged Notes or the Pledged Treasury Securities in full satisfaction of the Trust’s or the Property Trustee’s obligations under the Stock Purchase Contracts and the Stock Purchase Contract Agreement or (2) sale of the Pledged Notes or the Pledged Treasury Securities in one or more public or private sales as permitted by applicable law.

     (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Company is unable to make payments from amounts transferred or transferable to the Company on account of the principal payments of any Pledged Treasury Securities as provided in Article V, in satisfaction of the Obligations of the Trust under the Stock Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral

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Agent shall have and may exercise, with reference to such Pledged Treasury Securities any and all of the rights and remedies available to a secured party under the UCC and the Trades Regulations after default by a debtor, and as otherwise granted herein or under any other law.

     (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, and any interest on, the Pledged Notes and (ii) the principal amount of, and any interest on, the Pledged Treasury Securities, subject, in each case, to the provisions of Article V, and as otherwise granted herein.

     (d) The Property Trustee agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the request of the Company), the Property Trustee shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder; provided that, in no event shall the Property Trustee be responsible for the preparation (other than execution upon the request of the Company) or filing of any financing or continuation statements. In the absence of bad faith, the Property Trustee shall have no liability to the Company or the Collateral Agent (acting upon the request of the Company) for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the request of the Company) hereunder.

     Section 8.02 Remarketing; Contingent Exchange Elections by Holder of Normal ITS.

     (a) In the event a Holder of Normal ITS exercises its rights pursuant to Sections 5.14(a)(i), (b) and (e) of the Trust Agreement to contingently exchange Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS in connection with any Remarketing by,

     (i) during the period that commences with the Collateral Agent’s and the Securities Registrar’s opening of normal business hours on the tenth Business Day immediately preceding a Remarketing Date and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding such Remarketing Date, Transferring the Normal ITS that are the subject of such Contingent Exchange Election to the Securities Registrar, accompanied by a duly executed and completed Notice of Contingent Exchange Election; and

     (ii) not later than 3:00 P.M., New York City time, on the second Business Day immediately preceding the Remarketing Date, depositing with the Collateral Agent the treasury security that is the Qualifying Treasury Security on the date of deposit, in the amount of $1,000 for each Normal ITS that is subject to the Contingent Exchange Election,

the Collateral Agent shall, upon the Transfer and receipt of the duly executed and completed Notice of Contingent Exchange Election pursuant to clause (i) and the deposit referred to in clause (ii), notify the Remarketing Agent not later than 11:00 A.M., New York City time, on the Business Day immediately preceding each Remarketing Date of the aggregate principal amount of Pledged Notes with respect to which elections have been validly made pursuant to this Section 8.02(a).

     (b) Upon the receipt of notice from the Remarketing Agent that the Remarketing has been Successful, on the Remarketing Settlement Date,

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     (i) the Collateral Agent shall (A) instruct the Securities Intermediary to release from the Pledge and deliver to the Remarketing Agent the Pledged Notes for which no election has been validly made pursuant to Section 8.02(a), free and clear of the Company’s security interest therein, against delivery by the Remarketing Agent of Qualifying Treasury Securities purchased with the net Proceeds of the sale of such Pledged Notes in the Remarketing for deposit in the Collateral Account, (B) instruct the Securities Intermediary to release from the Pledge and (C) Transfer to the Custody Account the Pledged Notes for which an election has been validly made pursuant to Section 8.02(a), free and clear of the Company’s security interest therein, upon delivery by the Collateral Agent to the Securities Intermediary for deposit into the Collateral Account the Qualifying Treasury Securities to be deposited in connection with such elections, and confirm to the Property Trustee in writing that such instructions have been delivered;

     (ii) the Securities Intermediary will (A) release the Pledged Notes from the Pledge, Transfer such Pledged Notes, free and clear of the Pledge, (x) to the Remarketing Agent in the case of Pledged Notes for which no election has been validly made pursuant to Section 8.02(a) and (y) to the Custody Account in the case of Pledged Notes for which an election has been validly made pursuant to Section 8.02(a), (B) deposit in the Collateral Account as Pledged Treasury Securities the Qualifying Treasury Securities deposited with the Collateral Agent pursuant to Section 8.02(a) or delivered by the Remarketing Agent and (C) confirm to the Property Trustee in writing that such release, Transfer and deposit have occurred;

     (iii) the Custodial Agent shall hold such Notes delivered to it pursuant to clause (ii)(y) of this Section 8.02(b) in the Custody Account; and

     (iv) the Securities Registrar shall cancel the number of Normal ITS Transferred pursuant to Section 8.02(a) and deliver a Like Amount of Capital ITS and Stripped ITS to the Holder in accordance with the procedures provided for in Section 5.14 of the Trust Agreement.

     (c) Upon the receipt of notice from the Remarketing Agent that the Remarketing has not been Successful:

     (i) as soon as reasonably practicable after the Remarketing, the Collateral Agent will deliver back to such Holder the Qualifying Treasury Securities delivered by such Holder to the Collateral Agent pursuant to Section 8.02(a); and

     (ii) the Securities Registrar will disregard the delivery by such Holder of Normal ITS pursuant to Section 8.02(a), with the consequence that such Holder shall be deemed to continue to hold such Normal ITS.

     (d) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 8.02, shall not constitute a novation of the security interest created hereby.

     Section 8.03 Contingent Disposition Election by Holder of Capital ITS.

     (a) In the event a Holder of Capital ITS exercises its rights pursuant to Sections 5.14(a)(ii), (b), (f) and (g) of the Trust Agreement to contingently dispose of Capital ITS in connection with any Remarketing by, during the period that commences with the Custodial Agent’s and Securities Registrar’s

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opening of normal business hours on the tenth Business Day immediately preceding a Remarketing Date and ending at 3:00 P.M., New York City time, on the second Business Day immediately preceding such Remarketing Date, Transferring the Capital ITS that are the subject of such Contingent Disposition Election to the Securities Registrar and delivering a duly completed Notice of Contingent Disposition Election to the Securities Registrar and Custodial Agent, the Custodial Agent shall, upon such Transfer and receipt of such notice, notify the Remarketing Agent not later than 11:00 A.M., New York City time, on the Business Day immediately preceding each Remarketing Date of the aggregate principal amount of Custody Notes with respect to which elections have been validly made pursuant to this Section 8.03(a).

     (b) If the Custodial Agent is notified by the Remarketing Agent that the related Remarketing is Successful:

     (i) the Securities Registrar shall cancel the number of Capital ITS Transferred pursuant to Section 8.03(a) in accordance with the procedures provided for in Section 5.11 of the Trust Agreement;

     (ii) the Custodial Agent shall deliver Custody Notes in the aggregate principal amount with respect to which elections have been validly made pursuant to Section 8.03(a) to the Remarketing Agent on the Remarketing Settlement Date; and

     (iii) on or promptly after the Remarketing Settlement Date, the Custodial Agent will pay to the Property Trustee the net Proceeds of the Custody Notes received from the Remarketing Agent.

     (c) If the Custodial Agent is notified by the Property Trustee or the Remarketing Agent that the related Remarketing is not Successful, the Securities Registrar will disregard the delivery by such Holder of Capital ITS pursuant to Section 8.03(a), with the consequence that such Holder shall continue to hold such Capital ITS.

     (d) None of the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar, the Property Trustee, the Company or the Remarketing Agent shall be obligated in any case to provide funds to make payment upon tender of Notes for Remarketing.

ARTICLE IX

Representations and Warranties; Covenants

     Section 9.01 Representations and Warranties.

          The Property Trustee on behalf of the Trust hereby represents and warrants to the Collateral Agent that:

     (a) the Property Trustee on behalf of the Trust has the power to grant a security interest in and lien on the Collateral; and

     (b) the Property Trustee on behalf of the Trust is the sole beneficial owner of the Collateral and, in the case of Collateral delivered in physical form, is the sole holder of such Collateral and is the sole beneficial owner of, or has the right to Transfer, the Collateral it Transfers to the Collateral Agent for

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credit to the Collateral Account, free and clear of any security interest, lien, encumbrance, call, liability to pay money or other restriction other than the security interest and lien granted under Article II hereof.

     Section 9.02 Covenants.

          The Property Trustee on behalf of the Trust hereby covenants to the Collateral Agent that for so long as the Collateral remains subject to the Pledge:

     (a) it will not create or purport to create or allow to subsist any mortgage, charge, lien, pledge or any other security interest whatsoever over the Collateral or any part of it other than pursuant to this Agreement; and

     (b) it will not sell or otherwise dispose (or attempt to dispose) of the Collateral or any part of it except in accordance with the terms of this Agreement.

ARTICLE X

The Collateral Agent, The Custodial Agent, The Securities Intermediary
and The Securities Registrar

          It is hereby agreed as follows:

     Section 10.01 Appointment, Powers and Immunities.

          The Collateral Agent and the Securities Intermediary shall act as agents for the Company hereunder with such powers as are specifically vested in the Collateral Agent or the Securities Intermediary, as the case may be, by the terms of this Agreement and the Collateral Agent and the Securities Intermediary owe no duties, fiduciary or otherwise, to any other Person except as provided by applicable law. The Custodial Agent and the Securities Registrar shall act as agents for the Property Trustee hereunder with such powers as are specifically vested in the Custodial Agent or the Securities Registrar, as the case may be, by the terms of this Agreement and, in the case of the Securities Registrar, the Trust Agreement and the Custodial Agent and the Securities Registrar owe no duties, fiduciary or otherwise, to any other Person except as provided by applicable law. The Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar shall:

     (a) have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar, nor shall the Collateral Agent, the Custodial Agent, the Securities Intermediary and the Securities Registrar be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof;

     (b) not be responsible for any recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, the Trust Preferred Securities or the Stock Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or the Securities Registrar, as the case may be), the Trust Preferred Securities, any Collateral or the Stock Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Company or any other Person (except the Collateral Agent, the

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Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be) to perform any of its obligations thereunder or hereunder or for the validity, perfection, enforceability, priority or, except as expressly required hereby, maintenance of any security interest created hereunder;

     (c) not be required to initiate or conduct any litigation or collection efforts or proceedings hereunder (except pursuant to directions furnished under Section 10.02, subject to Section 10.08);

     (d) not be responsible for the exercise of any of the rights and remedies (at the direction of the Property Trustee or the Holders of the ITS, or otherwise) upon a default or event of default under the indenture;

     (e) not be responsible for any action taken, suffered or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and

     (f) not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

          Subject to the foregoing, during the term of this Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar shall take all reasonable action in connection with the safekeeping and preservation of the Collateral and the Custody Notes hereunder as determined by industry standards.

          No provision of this Agreement shall require the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar be liable for any amount in excess of the Value of the Collateral and the Custody Notes.

     Section 10.02 Instructions of the Company.

          The Company shall have the right, by one or more written instruments executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided that (i) such direction shall not conflict with the provisions of any law or of this Agreement or involve the Collateral Agent in personal liability and (ii) the Collateral Agent shall be indemnified as provided herein. Nothing contained in this Section 10.02 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. None of the Collateral Agent, the Custodial Agent or the Securities Registrar has any obligation or responsibility for determining the necessity of filing or to file or monitor the filing of UCC financing statements or other UCC statements.

     Section 10.03 Reliance by Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar.

          Each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to rely conclusively upon any certification, order, judgment, opinion,

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notice or other written or telephonic communication (including, without limitation, any thereof by e-mail or similar electronic means, telecopy, telex or facsimile) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein). Each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may consult with legal counsel or other experts of its selection and the advice, opinions and statements of such legal counsel and other experts and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. As to any matters not expressly provided for by this Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall in all cases be fully protected in acting, suffering, or in refraining from acting, hereunder in accordance with instructions given by the Company or the Property Trustee in accordance with this Agreement. In the event any instructions are given (other than in writing at the time of the execution of the Agreement), whether in writing, by telecopier or otherwise, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar are authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto, and the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may rely upon the confirmations of anyone purporting to be the Person or Persons so designated. The persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar.

          It is understood that the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company or the Property Trustee to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may apply any of the deposited funds for any payment order it executes using any such identifying number, even where its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank, or an intermediary bank, designated by the Company or the Property Trustee; provided that payment is made and confirmed to the account as specified by the Company or the Property Trustee, as the case may be.

     Section 10.04 Certain Rights.

     (a) Whenever in the administration of the provisions of this Agreement the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, be deemed to be conclusively proved and established by a certificate signed by one of the Company’s officers, and delivered to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar and such certificate, in the absence of bad faith on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, shall be full warrant to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar for any action taken, suffered or omitted by any of them under the provisions of this Agreement in reliance thereon.

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     (b) The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document.

     (c) None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, terrorism, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communication services, accidents, labor disputes, acts of civil or military authority and governmental action.

     (d) The Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar may request that the Company and the Property Trustee each deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

     (e) The permissive right of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar to take or refrain from taking any actions enumerated in this Agreement shall not be construed as a duty;

     (f) None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be liable for any error of judgment made in good faith, unless it shall have been grossly negligent in ascertaining the pertinent facts.

     (g) The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall have no liability whatsoever for the action or inaction of any Clearing Agency or any book-entry system thereof. In no event shall any Clearing Agency or any book-entry system thereof be deemed an agent or subcustodian of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar. Unless and until Definitive Trust Preferred Securities Certificates have been issued to Owners pursuant to Section 5.15 of the Trust Agreement, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the receipt or transfer of any funds hereunder) as the Holder of the Trust Preferred Securities, shall have no obligation to the Owners and the rights of the Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreement between such Owners and the Trust or the Clearing Agency Participants. The provisions of Sections 5.6 and 5.11 of the Trust Agreement are hereby made applicable to the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar, mutatis mutandis, as if they were the Securities Registrar as referred to therein.

     (h) The Securities Registrar shall also have all of the rights, privileges, protections, immunities and benefits given to the Securities Registrar under the Trust Agreement, including its right to be indemnified. In the event of any conflict between any of the provisions of the Trust Agreement and

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this Agreement with respect to any of such rights, privileges, protections, immunities and benefits, the provisions of this Agreement shall govern and control and supersede such other provisions.

     Section 10.05 Merger, Conversion, Consolidation or Succession to Business.

          Any Person into which the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be the successor of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

     Section 10.06 Rights in Other Capacities.

          The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar and their Affiliates may (without having to account therefor to the Company) accept deposits from, lend money to, make their investments in and generally engage in any kind of banking, trust or other business with the Trust, any other Person interested herein and any Holder of Trust Preferred Securities (and any of their respective subsidiaries or Affiliates) as if it were not acting as the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be, and the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and their Affiliates may accept fees and other consideration from the Trust, any other Person interested herein and any Holder of Trust Preferred Securities without having to account for the same to the Company; provided that each of the Securities Registrar, the Securities Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees with the Company that it shall not accept, receive or permit there to be created in favor of itself and shall take no affirmative action to permit there to be created in favor of any other Person, any security interest, lien or other encumbrance of any kind in or upon the Collateral other than the lien created by the Pledge.

     Section 10.07 Non-reliance on Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar.

          None of the Securities Registrar, the Securities Intermediary, the Custodial Agent or the Collateral Agent shall be required to keep itself informed as to the performance or observance by the Trust or any Holder of Trust Preferred Securities of this Agreement, the Stock Purchase Contract Agreement, the Trust Preferred Securities or any other document referred to or provided for herein or therein or in connection herewith or therewith or to inspect the properties or books of the Trust or any Holder of Trust Preferred Securities. None of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall have any duty or responsibility to provide the Company or the Property Trustee with any credit or other information concerning the affairs, financial condition or business of the Trust or the Company or any Holder of Trust Preferred Securities (or any of their respective Affiliates) that may come into the possession of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar or any of their respective Affiliates.

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     Section 10.08 Compensation and Indemnity.

          The Company agrees to:

     (a) pay the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar from time to time such compensation as shall be agreed in writing between the Company and the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, as the case may be, for all services rendered by them hereunder;

     (b) indemnify and hold harmless the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and each of their respective directors, officers, agents and employees (collectively, the “Indemnitees”), from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses (including reasonable fees and expenses of counsel) and taxes (other than those based upon, determined by or measured by the income of the Collateral Agent, the Custodial Agent and the Securities Registrar) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for or in respect of the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s and the Securities Registrar’s (i) execution and delivery of this Agreement and (ii) following any instructions or other directions upon which either the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar is entitled to rely pursuant to the terms of this Agreement; and

     (c) in addition to and not in limitation of clause (b) immediately above, indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against, the Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s or the Securities Registrar’s acceptance or performance of its powers and duties under this Agreement, provided that any Indemnitee with respect to the specific Loss against which indemnification is sought under this clause (c) has not acted with gross negligence or engaged in willful misconduct.

          The provisions of this Section 10.08 and Section 12.07 shall survive the resignation or removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar and the termination of this Agreement.

     Section 10.09 Failure to Act.

          In the event of (i) uncertainty on the part of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar as to the application of any provision in this Agreement or any other agreement relating to the transaction contemplated hereby or (ii) any ambiguity in the provisions of this Agreement or any dispute between or conflicting claims by or among the parties hereto or any other Person with respect to any funds or property deposited hereunder, such Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar in the case of (i) or each of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in the case of (ii) shall be entitled, at its sole option and after prompt written notice to the Company and the Trust, to refrain from taking any action in respect of such uncertainty or ambiguous provision or to refuse to comply with any and all claims, demands or instructions with respect to such property or funds so long as such dispute or conflict shall continue, and the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall not be or become liable in any way to any of the parties hereto for its so refraining or refusal to comply with such conflicting claims, demands or instructions. The

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Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall be entitled to refuse to act until either:

     (a) such ambiguous provisions or conflicting or adverse claims or demands, as the case may be, shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar; or

     (b) the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall have received security or an indemnity satisfactory to it sufficient to save it harmless from and against any and all loss, liability or reasonable out-of-pocket expense which it may incur by reason of its acting.

          The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may in addition elect to commence an interpleader action or seek other judicial relief or orders as the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar may deem necessary. Notwithstanding anything contained herein to the contrary, none of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be required to take any action that it reasonably believes to be contrary to law or to the terms of this Agreement, or which it reasonably believes would subject it or any of its officers, employees or directors to liability.

     Section 10.10 Resignation of Collateral Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar.

          Subject to the appointment and acceptance of a successor Collateral Agent, Securities Intermediary, Custodial Agent and Securities Registrar as provided below:

(i)	the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may resign at any time by giving notice thereof to the Company and the Property Trustee;
(ii)	the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be removed at any time by the Company; and
(iii)	if the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar fails to perform any of its material obligations hereunder in any material respect for a period of not less than 20 days after receiving written notice of such failure by the Property Trustee and such failure shall be continuing, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar may be removed by the Property Trustee or the Administrative Trustees;

provided that any Person at any time acting as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar may not resign or be removed in any one of those capacities without the consent of each party to this Collateral Agreement unless it resigns or is removed in all such capacities in which it is then acting. The Property Trustee shall promptly notify the Company of any removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar pursuant to clause (iii) of this Section 10.10. Upon any such resignation or removal, the Company shall have the right to appoint a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as

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the case may be, which shall not be an Affiliate of the Trust. If no successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s giving of notice of resignation or the Company’s or the Property Trustee’s giving notice of such removal, then the retiring or removed Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar. The Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar shall each be a bank or a national banking association which has an office (or an agency office) in New York City with a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar hereunder by a successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, such successor Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, and the retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, as the case may be, shall take all appropriate action, subject to payment of any amounts then due and payable to it hereunder, to transfer any money and property held by it hereunder (including the Collateral) to such successor. The retiring Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar shall, upon such succession, be discharged from its duties and obligations as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar hereunder. After any retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s resignation or removal hereunder as Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar. Any resignation or removal of the Collateral Agent, Custodial Agent or Securities Registrar hereunder, at a time when such Person is acting as the Collateral Agent, Securities Intermediary, Custodial Agent or Securities Registrar, shall be deemed for all purposes of this Agreement as the simultaneous resignation or removal of the Collateral Agent, Securities Registrar or Custodial Agent, as the case may be.

     Section 10.11 Right to Appoint Agent or Advisor.

          The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken, suffered or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents (which, for the purpose of this sentence, excludes legal counsel) pursuant to this Section 10.11 shall be subject to prior written consent of the Company, which consent shall not be unreasonably withheld.

     Section 10.12 Survival.

          The provisions of this Article X and Section 12.06 shall survive termination of this Agreement and the resignation or removal of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar.

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     Section 10.13 Exculpation.

          Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar or their officers, directors, employees or agents be liable under this Agreement for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar, or any of them and regardless of the form of action.

     Section 10.14 Statements and Confirmations.

          The Securities Intermediary will, as soon as reasonably practicable after receipt of same, send copies of all statements, confirmations and other correspondence concerning the Collateral Account and any financial assets credited thereto simultaneously to each of the Property Trustee and the Collateral Agent at their addresses for notices under this Agreement. The Custodial Agent will, as soon as reasonably practicable after receipt of same, send copies of all statements, confirmations and other correspondence concerning the Custody Account and any financial assets credited thereto to the Property Trustee at its address for notices under this Agreement.

     Section 10.15 Tax Allocations.

          The Administrative Trustees shall report all items of income, gain, expense and loss recognized in the Collateral Account and the Custody Account, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law. None of the Securities Intermediary, the Collateral Agent, the Custodial Agent, the Securities Registrar or the Property Trustee shall have any tax reporting duties hereunder.

ARTICLE XI

Amendment

     Section 11.01 Amendment.

          The Company, when duly authorized by resolution of its Board of Directors, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee on behalf of the Trust, at any time and from time to time, may amend this Agreement by a written instrument, in form satisfactory to the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee, as provided under Section 6.1(c) of the Trust Agreement. Notwithstanding the foregoing, any amendment to the forms of ITS certificates attached as exhibits hereto shall be effective upon written notice thereof from the Company without the consent of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar setting forth the revised form or forms and confirming that such revised form or forms have been duly adopted in accordance with the Trust Agreement; provided that no such amendment that adversely affects the rights, duties or immunities of the Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities Registrar shall be effective against such adversely affected party without its consent.

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     Section 11.02 Execution of Amendments.

          In executing any amendment permitted by this Article XI, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee shall be entitled to receive and (subject to Section 8.3 of the Trust Agreement with respect to the Property Trustee) shall be fully authorized and protected in relying upon, an Opinion of Counsel and an Officers’ Certificate of the Company to the effect that all of the requirements of Section 6.1(c) of the Trust Agreement in respect of such amendment have been met and/or satisfied. The Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Property Trustee may, but shall not be obligated to, enter into any such amendment which affects their own respective rights, duties or immunities under this Agreement or otherwise.

ARTICLE XII

Miscellaneous

     Section 12.01 No Waiver.

          No failure on the part of the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar or any of their respective agents to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate a waiver thereof; nor shall any single or partial exercise by the Company, the Securities Intermediary, the Collateral Agent, the Custodial Agent, the Securities Registrar or any of their respective agents of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

     Section 12.02 Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury.

          This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Trust hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and the courts of the State of New York (in each case sitting in New York County) for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent, the Securities Registrar and the Trust irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 12.03 Notices.

          All notices, requests, consents and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Agreement) shall be given or

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made in writing (including, without limitation, by telecopy) delivered to the intended recipient at the “Address for Notices” specified below its name on the signature pages hereof or, as to any party, at such other address as shall be designated by such party in a notice to the other parties. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopy or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

     Section 12.04 Successors and Assigns.

          This Agreement shall be binding upon and inure to the benefit of the respective successors of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Securities Registrar and the Trust.

          Nothing in this Agreement, express or implied, shall give any Person, other than the parties hereto and their permitted successors, any benefit or any legal or equitable right, remedy or claim under this Agreement.

     Section 12.05 Severability.

          If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to give effect to the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

     Section 12.06 Expenses, Etc.

          The Company agrees to reimburse the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar for:

     (a) all reasonable costs and expenses of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement;

     (b) all reasonable costs and expenses of the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing the Trust or the Property Trustee to satisfy its obligations under the Stock Purchase Contracts or the Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.06;

     (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of

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Section 10.01, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby;

     (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and

     (e) any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

     Section 12.07 Security Interest Absolute.

          All rights of the Collateral Agent and security interests hereunder, and all obligations of the Trust from time to time hereunder, shall be absolute and unconditional irrespective of:

     (a) any lack of validity or enforceability of any provision of the Stock Purchase Contracts or any other agreement or instrument relating thereto;

     (b) any change in the time, manner or place of payment of, or any other term of, or any increase in the amount of, all or any of the Obligations under the Stock Purchase Contracts, or any other amendment or waiver of any term of, or any consent to any departure from any requirement of, the Stock Purchase Contract Agreement or any Stock Purchase Contract or any other agreement or instrument relating thereto; or

     (c) any other circumstance which might otherwise constitute a defense available to, or discharge of, a borrower, a guarantor or a pledgor.

     Section 12.08 Notice of Termination Event.

          Upon the occurrence of a Termination Event, the Company shall deliver written notice to the Property Trustee, the Collateral Agent, the Custodial Agent and the Securities Registrar. Upon the written request of the Collateral Agent or the Securities Registrar, the Company shall inform such party whether or not a Termination Event has occurred.

     Section 12.09 Incorporation by Reference.

          In connection with its execution and performance hereunder the Property Trustee is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Trust Agreement.

     Section 12.10 No Recourse.

          It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Property Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, warranties, covenants, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the

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Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

     Section 12.11 Amendment and Restatement.

          This Agreement is an amendment and restatement of the Original Collateral Agreement and does not constitute, and is not intended by the parties to be, a novation of the Original Collateral Agreement. Without limiting the foregoing, the Pledge previously granted and effected pursuant to the Original Collateral Agreement remains and shall continue in full force and effect on and after the date hereof with the priority in effect as established in the Original Collateral Agreement. Except as expressly amended hereby, the Original Collateral Agreement shall remain and continue in full force and effect in accordance with its terms.

* * * *

          This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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          In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

U.S. Bancorp		USB Capital IX
		By:	Wilmington Trust Company, not
			in its individual capacity but solely as
By:	/s/ Kenneth D. Nelson		Property Trustee
	Name: Kenneth D. Nelson
	Title:   Executive Vice President and Treasurer
			By:	/s/ Denise M. Geran
				Name: Denise M. Geran
				Title:   Vice President

Address for Notices:	Address for Notices:
U.S. Bancorp	Wilmington Trust Company,
800 Nicollet Mall	as Property Trustee of
Minneapolis, Minnesota 55402	USB Capital IX
Attention: Treasury Department	Rodney Square North
Facsimile: (612) 303-1338	1100 North Market Street
	Wilmington, Delaware 19890-1600
	Attention: Corporate Trust Administration
	Facsimile: (302) 636-4140

U.S. Bank National Association,           as Collateral Agent, Securities           Intermediary, Custodial Agent and           Securities Registrar
By:	/s/ Patrick J. Crowley
	Name:	Patrick J. Crowley
	Title:	Vice President

Address for Notices:
100 Wall Street, 16^th Floor
New York, New York 10005
Attention:
Facsimile: (212) 509-3384

Amended and Restated
Collateral Agreement

Exhibit A

FORM OF NORMAL ITS CERTIFICATE

     {For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.	Number of Normal ITS:
	CUSIP No.

USB Capital IX

Normal ITS

          This Normal ITS Certificate certifies that {              } is the registered Holder of the number of Normal ITS set forth above {for inclusion in Global Certificates only - or such other number of Normal ITS reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}. Each Normal ITS represents a beneficial interest in USB Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The Normal ITS are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Normal ITS are set forth in, and this certificate and the Normal ITS represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Trust, dated as of March 17, 2006, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms of the Normal ITS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and Wilmington Trust Company, as Guarantee Trustee, dated as of March 17, 2006 (the “Guarantee Agreement”). All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

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A-1

          Section 5.13(b) of the Trust Agreement provides for the procedures pursuant to which Holders of Normal ITS may exchange Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS and Section 5.14(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Normal ITS may elect to exchange Normal ITS and Qualifying Treasury Securities for Stripped ITS and Capital ITS in the event a Remarketing is Successful. The forms of Stripping Notice and Request and Notice of Contingent Exchange Election required to be delivered in connection therewith are printed on the reverse hereof.

          A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

          Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

          IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed this Normal ITS Certificate.

USB CAPITAL IX, acting through one of its          Administrative Trustees
By:
	Name:

Date:

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Collateral Agreement

A-2

ABBREVIATIONS

          The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                      (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

          Additional abbreviations may also be used though not in the above list.

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Normal ITS Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                     , to transfer said Normal ITS Certificates on the books of U.S. Bancorp, with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Normal ITS Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

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A-3

FORM OF STRIPPING NOTICE AND REQUEST

U.S. Bank National Association,
  as Collateral Agent and Securities Registrar
100 Wall Street, 16th Floor
New York, New York 10005

          Re: Normal ITS of USB Capital IX

          The undersigned Holder hereby notifies you pursuant to Section 5.13(b) of the Amended and Restated Trust Agreement, dated as of March 17, 2006 and as amended as of June 10, 2010, of USB Capital IX (as the same may be further amended from time to time, the “Trust Agreement”), among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.02 of the Collateral Agreement, that the Holder:

     (i) is depositing the appropriate Qualifying Treasury Securities with U.S. Bank National Association, as Collateral Agent, for deposit in the Collateral Account,

     (ii) is transferring the related Normal ITS to the Securities Registrar in connection with an Exchange of such Normal ITS and Qualifying Treasury Securities for a Like Amount of Stripped ITS and Capital ITS, and

     (iii) hereby requests the delivery to the Holder of such Stripped ITS and Capital ITS.

          All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

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Collateral Agreement

A-4

FORM OF NOTICE OF CONTINGENT EXCHANGE ELECTION

U.S. Bank National Association,
  as Collateral Agent and Securities Registrar
100 Wall Street, 16th Floor
New York, New York 10005

          Re: Normal ITS of USB Capital IX

          The undersigned Holder hereby notifies you pursuant to Section 5.14(d) of the Amended and Restated Trust Agreement, dated as of March 17, 2006 and as amended as of June 10, 2010, of USB Capital IX (as the same may be further amended from time to time, the “Trust Agreement”), among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.02 of the Collateral Agreement, that the Holder:

     (i) is depositing the appropriate Qualifying Treasury Securities with U.S. Bank National Association, as Collateral Agent, for deposit in the Collateral Account,

     (ii) is transferring the related Normal ITS to the Securities Registrar in connection with a Contingent Exchange Election of such Normal ITS and Qualifying Treasury Securities for a Like Amount of Stripped ITS and Capital ITS, and

     (iii) hereby requests the delivery to the Holder of such Stripped ITS and Capital ITS if the upcoming Remarketing is Successful, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded and the Collateral Agent shall return such Qualifying Treasury Securities to the Holder promptly after the Remarketing.

          All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

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A-5

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

Amount of increase in	Amount of decrease in	Number of Normal ITS
Number of Normal ITS	Number of Normal ITS	evidenced by this Global	Signature of authorized
evidenced by this	evidenced by this Global	Certificate following such	signatory of Securities
Global Certificate	Certificate	decrease or increase	Registrar

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A-6

Exhibit b

FORM OF STRIPPED ITS CERTIFICATE

          {For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.	Number of Stripped ITS:
	CUSIP No.

USB Capital IX

Stripped ITS

          This Stripped ITS Certificate certifies that {                          } is the registered Holder of the number of Stripped ITS set forth above {for inclusion in Global Certificates only - or such other number of Stripped ITS reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}. Each Stripped ITS represents a beneficial interest in USB Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The Stripped ITS are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Stripped ITS are set forth in, and this certificate and the Stripped ITS represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Trust, dated as of March 17, 2006, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms of the Stripped ITS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and Wilmington Trust Company, as Guarantee Trustee, dated as of March 17, 2006 (the “Guarantee Agreement”). All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

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B-1

          Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital ITS and Stripped ITS may exchange them for Normal ITS and Qualifying Treasury Securities. The form of Recombination Notice required to be delivered in connection therewith is printed on the reverse hereof.

          A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

          Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

          IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed this Stripped ITS Certificate.

USB CAPITAL IX, acting through one of its      Administrative Trustees
By:
	Name:

Date:

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Collateral Agreement

B-2

ABBREVIATIONS

          The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                      (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Stripped ITS Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                     , to transfer said Stripped ITS Certificates on the books of U.S. Bancorp, with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Stripped ITS Certificates in every particular, without alteration or enlargement or any change whatsoever.

Signature Guarantee:

Amended and Restated
Collateral Agreement

B-3

FORM OF RECOMBINATION NOTICE AND REQUEST

U.S. Bank National Association,
     as Collateral Agent and Securities Registrar
100 Wall Street, 16th Floor
New York, New York 10005

          Re: Stripped ITS and Capital ITS of USB Capital IX

          The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Trust Agreement, dated as of March 17, 2006 and as amended as of June 10, 2010, of USB Capital IX (as the same may be further amended from time to time, the “Trust Agreement”), among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03 of the Collateral Agreement, that the Holder:

     (i) is transferring $                     Liquidation Amount of Stripped ITS and Capital ITS in connection with an Exchange of such Stripped ITS and Capital ITS for a Like Amount of Normal ITS and Qualifying Treasury Securities,

     (ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

     (iii) hereby requests the delivery to the Holder of such Normal ITS of a Like Amount.

          All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

Amended and Restated
Collateral Agreement

B-4

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

		Number of Stripped
		ITS evidenced by
Amount of	Amount of decrease	this Global	Signature of
increase in Number	in Number of	Certificate	authorized
of Stripped ITS	Stripped ITS	following such	signatory of
evidenced by this	evidenced by this	decrease or	Securities
Global Certificate	Global Certificate	increase	Registrar

Amended and Restated
Collateral Agreement

B-5

Exhibit C

FORM OF CAPITAL ITS CERTIFICATE

          {For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.}

No.	Number of Capital ITS:
	CUSIP No.

USB Capital IX

Capital ITS

          This Capital ITS Certificate certifies that {                          } is the registered Holder of the number of Capital ITS set forth above {for inclusion in Global Certificates only - or such other number of Capital ITS reflected in the Schedule of Increases and Decreases in the Global Certificate attached hereto}. Each Capital ITS represents a beneficial interest in USB Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The Capital ITS are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Capital ITS are set forth in, and this certificate and the Capital ITS represented hereby are issued and shall in all respects be subject to the terms and provisions of the Amended and Restated Trust Agreement of the Trust, dated as of March 17, 2006, as the same may be amended and restated from time to time (the “Trust Agreement”), including the designation of the terms of the Capital ITS as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and Wilmington Trust Company, as Guarantee Trustee, dated as of March 17, 2006 (the “Guarantee Agreement”). All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein.

Amended and Restated
Collateral Agreement

C-1

          Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital ITS and Stripped ITS may exchange them for Normal ITS and Qualifying Treasury Securities and Section 5.14(f) of the Trust Agreement provides for the procedures pursuant to which Holders of Capital ITS may elect to dispose of Capital ITS in the event a Remarketing is Successful. The forms of Recombination Notice and Request and Notice of Contingent Disposition Election required to be delivered in connection therewith are printed on the reverse hereof.

          A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection at the offices of the Property Trustee.

          Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereof.

          IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed this Capital ITS Certificate.

USB CAPITAL IX, acting through one of its      Administrative Trustees
By:
	Name:

Date:

Amended and Restated
Collateral Agreement

C-2

ABBREVIATIONS

          The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM:	as tenants in common
UNIF GIFT MIN ACT:	Custodian                      (cust)(minor) Under Uniform Gifts to Minors Act of
TENANT:	as tenants by the entireties
JT TEN:	as joint tenants with right of survivorship and not as tenants in common

          Additional abbreviations may also be used though not in the above list.

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee)

(Please print or type name and address including Postal Zip Code of Assignee)

the within Capital ITS Certificates and all rights thereunder, hereby irrevocably constituting and appointing attorney                     , to transfer said Capital ITS Certificates on the books of U.S. Bancorp, with full power of substitution in the premises.

Dated:	Signature
	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Capital ITS Certificates in every particular, without alteration or enlargement or any change whatsoever.

Amended and Restated
Collateral Agreement

C-3

FORM OF RECOMBINATION NOTICE AND REQUEST

U.S. Bank National Association
     as Collateral Agent and Securities Registrar
100 Wall Street, 16th Floor
New York, New York 10005

          Re: Stripped ITS and Capital ITS USB Capital IX

          The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and Restated Trust Agreement, dated as of March 17, 2006 and as amended as of June 10, 2010, of USB Capital IX (as the same may be further amended from time to time, the “Trust Agreement”), among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 6.03(a) of the Collateral Agreement that the Holder:

     (i) is transferring $                     Liquidation Amount of Stripped ITS and Capital ITS in connection with an Exchange of such Stripped ITS and Capital ITS for a Like Amount of Normal ITS and Qualifying Treasury Securities,

     (ii) hereby requests the Collateral Agent to release from the Pledge and deliver to the Holder Pledged Treasury Securities in a principal amount equal to such Liquidation Amount, and

     (iii) hereby requests the delivery to the Holder of such Normal ITS of a Like Amount.

          All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Exchange.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

Amended and Restated
Collateral Agreement

C-4

FORM OF NOTICE OF CONTINGENT DISPOSITION ELECTION

U.S. Bank National Association
     as Collateral Agent and Securities Registrar
100 Wall Street, 16th Floor
New York, New York 10005

          Re: Normal ITS of USB Capital IX

          The undersigned Holder hereby notifies you pursuant to Section 5.14(f) of the Amended and Restated Trust Agreement, dated as of March 17, 2006 and as amended as of June 10, 2010, of USB Capital IX (as the same may be further amended from time to time, the “Trust Agreement”), among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several Holders of the Trust Securities, and Section 8.03 of the Collateral Agreement, that the Holder:

     (i) is transferring                      Capital ITS to the Securities Registrar, and

     (ii) hereby requests the payment to the Holder, if the upcoming Remarketing is Successful, of an amount in cash for each such Capital ITS equal to the proceeds of the sale of $1,000 principal amount of Notes, it being understood that if such Remarketing is not Successful, this Notice shall be disregarded.

          All capitalized terms used herein that are defined in the Trust Agreement have the meaning set forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such Contingent Exchange Election.

Date:
	Signature Guarantee:
Please print name and address of Registered Holder:
Name	Social Security or other Taxpayer Identification Number, if any
Address

Amended and Restated
Collateral Agreement

C-5

{TO BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE

The following increases or decreases in this Global Certificate have been made:

		Number of Capital
		ITS evidenced by
Amount of	Amount of decrease	this Global	Signature of
increase in Number	in Number of	Certificate	authorized
of Capital ITS	Capital ITS	following such	signatory of
evidenced by this	evidenced by this	decrease or	Securities
Global Certificate	Global Certificate	increase	Registrar

Amended and Restated
Collateral Agreement

C-6

Schedule I

Reference Dealers

U.S. Bank National Association

Goldman, Sachs & Co.

Citigroup

Amended and Restated
Collateral Agreement

Schedule II

Contact Persons for Confirmation

Name	Phone Number
Kenneth D. Nelson	(612) 303-4159

Amended and Restated
Collateral Agreement

EX-99.1

Exhibit 99.1

     Replacement Capital Covenant, dated as of June 10, 2010 (this “Replacement Capital Covenant”), by U.S. Bancorp, a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined below).

Recitals

     A. On the date hereof, the Corporation is issuing 5,746.22 shares of its “Series A Non-Cumulative Perpetual Preferred Stock”, or the “Shares”, having a liquidation preference of $100,000 per Share.

     B. This Replacement Capital Covenant is the “Replacement Capital Covenant” referred to in the Prospectus and Consent Solicitation Statement, dated June 4, 2010, relating to the Shares.

     C. The Corporation, in entering into this Replacement Capital Covenant and disclosing the content of this Replacement Capital Covenant in the manner provided below, is doing so with the intent that the covenants provided for in this Replacement Capital Covenant be enforceable by each Covered Debtholder and the Corporation be estopped from disregarding the covenants in this Replacement Capital Covenant, in each case to the fullest extent permitted by applicable law.

     D. The Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in this Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants.

     NOW, THEREFORE, the Corporation hereby covenants and agrees as follows in favor of and for the benefit of each Covered Debtholder.

     SECTION 1. Definitions. Capitalized terms used in this Replacement Capital Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.

     SECTION 2. Limitations on Redemption and Repurchase of Shares. The Corporation hereby promises and covenants to and for the benefit of each Covered Debtholder that neither the Corporation nor any Subsidiary shall redeem or repurchase any of the Shares prior to the Termination Date except to the extent that (a) the Corporation has obtained the prior approval of the Federal Reserve if such approval is then required under the Federal Reserve’s capital guidelines applicable to bank holding companies and (b) the applicable redemption or repurchase price does not exceed the sum of the following amounts:

     (i) 133.33% of the aggregate amount of(a) net cash proceeds received by the Corporation or its Subsidiaries from the issuance and sale of Common Stock and rights to acquire Common Stock (including Common Stock or rights to acquire Common Stock issued pursuant to the Corporation’s dividend

reinvestment plan or employee benefit plans); and (b) the Market Value of any Common Stock that the Corporation or its Subsidiaries have (x) delivered to persons other than the Corporation and its Subsidiaries as consideration for property or assets in an arm’s-length transaction or (y) issued to Persons other than the Corporation or its Subsidiaries in connection with the conversion or exchange of any convertible or exchangeable securities, other than securities for which the Corporation or any of its Subsidiaries has received equity credit from any NRSRO; plus

     (ii) 100% of the aggregate net cash proceeds received by the Corporation and its Subsidiaries from the issue and sale of Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity, Mandatorily Convertible Preferred Stock, REIT Preferred Securities, Qualifying Capital Securities and Qualifying Preferred Stock,

in each case since the most recent Measurement Date (without double counting proceeds received in any prior Measurement Period); provided the provisions of this Replacement Capital Covenant shall not apply to:

     (a) the purchase of the Shares or any portion thereof by any Subsidiary in connection with the distribution thereof or market-making or other secondary market activities, or

     (b) the exchange of any of the Shares for Common Stock having a Market Value, or Qualifying Preferred Stock having an aggregate liquidation preference, not less than the liquidation preference of such Shares.

     SECTION 3. Covered Debt. (a) The Corporation represents and warrants that the Initial Covered Debt is Eligible Debt.

     (b) On or during the 30-day period immediately preceding any Redesignation Date with respect to the Covered Debt then in effect, the Corporation shall identify the series of Eligible Debt that will become the Covered Debt on and after such Redesignation Date in accordance with the following procedures:

     (i) the Corporation shall identify each series of its then outstanding long-term indebtedness for money borrowed that is Eligible Debt;

     (ii) if only one series of the Corporation’s then outstanding long-term indebtedness for money borrowed is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

     (iii) if the Corporation has more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Corporation shall identify the series that has the latest occurring final maturity date as of the date the Corporation is applying the procedures in this Section 3(b) and such series shall become the Covered Debt on the upcoming Redesignation Date;

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     (iv) if the Corporation has no outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, but U.S. Bank is a Subsidiary of the Corporation and U.S. Bank has only one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, such series shall become the Covered Debt commencing on the related Redesignation Date;

     (v) if the Corporation has no outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, but U.S. Bank is a Subsidiary of the Corporation and U.S. Bank has more than one outstanding series of long-term indebtedness for money borrowed that is Eligible Debt, then the Corporation shall identify the series that has the latest occurring final maturity date as of the date the Corporation is applying the procedures in this Section 3(b) and such series shall become the Covered Debt on the upcoming Redesignation Date;

     (vi) the series of outstanding long-term indebtedness for money borrowed that is determined to be Covered Debt pursuant to clause (ii), (iii), (iv) or (v) above shall be the Covered Debt for purposes of this Replacement Capital Covenant for the period commencing on the related Redesignation Date and continuing to but not including the Redesignation Date as of which a new series of outstanding long-term indebtedness is next determined to be the Covered Debt pursuant to the procedures set forth in this Section 3(b); and

     (vii) in connection with such identification of a new series of Covered Debt, the Corporation shall give the notice provided for in Section 3(d) within the time frame provided for in such section.

     (c) Notwithstanding any other provisions of this Replacement Capital Covenant, if on any Redesignation Date the Corporation has then outstanding one or more series of Eligible Subordinated Debt, a series of Eligible Subordinated Debt shall be identified as Covered Debt in accordance with Section 3(b) and no Eligible Senior Debt shall then be Covered Debt.

     (d) Notice. In order to give effect to the intent of the Corporation described in Recital D, the Corporation covenants that

     (i) simultaneously with the execution of this Replacement Capital Covenant or as soon as practicable after the date hereof, the Corporation shall (A) give notice to the Holders of the Initial Covered Debt, in the manner provided in the indenture relating to the Initial Covered Debt, of this Replacement Capital Covenant and the rights granted to such Holders hereunder and (B) file a copy of this Replacement Capital Covenant with the Commission as an exhibit to a current report on Form 8-K under the Securities Exchange Act;

     (ii) so long as the Corporation is a reporting company under the Securities Exchange Act, the Corporation shall include in each annual report filed with the Commission on Form 10-K under the Securities Exchange Act a

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description of the covenant set forth in Section 2 and identify the series of long-term indebtedness for borrowed money that is Covered Debt as of the date such Form 10-K is filed with the Commission;

     (iii) if a series of the Corporation’s or U.S. Bank’s long-term indebtedness for money borrowed (A) becomes Covered Debt or (B) ceases to be Covered Debt, the Corporation shall give notice of such occurrence within 30 days to the holders of such long-term indebtedness for money borrowed in the manner provided for in the indenture, fiscal agency agreement or other instrument under which such long-term indebtedness for money borrowed was issued and report such change in a current report on Form 8-K including or incorporating by reference this Replacement Capital Covenant, and in the Corporation’s next quarterly report on Form 10-Q or annual report on Form 10-K, as applicable;

     (iv) if, and only if, the Corporation ceases to be a reporting company under the Securities Exchange Act, the Corporation shall (A) post on its website the information otherwise required to be included in Securities Exchange Act filings pursuant to clauses (ii) and (iii) of this Section 3(d) and (B) cause a notice of the execution of this Replacement Capital Covenant to be posted on the Bloomberg screen for the Covered Debt or any successor Bloomberg screen and each similar third-party vendor’s screen the Corporation reasonably believes is appropriate (each an “Investor Screen”) and cause a hyperlink to a definitive copy of this Replacement Capital Covenant to be included on the Investor Screen for each series of Covered Debt, in each case to the extent permitted by Bloomberg or such similar third-party vendor, as the case may be; and

     (v) promptly upon request by any Holder of Covered Debt, the Corporation shall provide such Holder with a conformed copy of this Replacement Capital Covenant.

     (e) The Corporation agrees that, if at any time the Covered Debt is held by a trust (for example, where the Covered Debt is part of an issuance of trust preferred securities), a holder of the securities issued by such trust may enforce (including by instituting legal proceedings) this Replacement Capital Covenant directly against the Corporation as though such holder owned Covered Debt directly, and such trust securities shall be deemed to be “Covered Debt” for purposes of this Replacement Capital Covenant for so long as the indebtedness held by such trust remains Covered Debt hereunder.

     SECTION 4. Term. (a) The covenants of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) the date, if any, on which the Holders of a majority in principal amount of the then-effective Covered Debt consent or agree in writing to the termination of this Replacement Capital Covenant and the obligations of the Corporation hereunder, (ii) the date on which neither the Corporation nor U.S. Bank has any series of outstanding Eligible Senior Debtor Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (b) of the definition of each such term) and (iii) the date that is ten years after the date

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hereof or, if earlier, when all of the Shares have been redeemed or repurchased in full in compliance with this Replacement Capital Covenant. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to such Holders, or otherwise.

     (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation with the consent of the Holders of a majority in principal amount of the then-effective series of Covered Debt, provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the Holders of the then-effective series of Covered Debt) if (i) such amendment or supplement eliminates Common Stock, Debt Exchangeable for Common Stock, rights to acquire Common Stock, and/or Mandatorily Convertible Preferred Stock as a Replacement Capital Security, if after the date of this Replacement Capital Covenant, the Corporation has been advised in writing by a nationally recognized independent accounting firm or an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate Common Stock, Debt Exchangeable for Common Stock, rights to acquire Common Stock and/or Mandatorily Convertible Preferred Stock as a Replacement Capital Security would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States, (ii) such amendment or supplement is not adverse to the Holders of the then-effective series of Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the Holders of the then-effective series of Covered Debt, (iii) the effect of such amendment or supplement is solely to impose additional restrictions on, or eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than the securities covered by clause (i) above), and an officer of the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate to that effect or (iv) the effect of such amendment or supplement is to postpone the termination of this Replacement Capital Covenant. For this purpose, an amendment or supplement that adds new types of securities qualifying as Replacement Capital Securities, modifies the requirements of securities qualifying as Replacement Capital Securities or postpones the termination of this Replacement Capital Covenant will not be deemed materially adverse to the Holders of the then-effective series of Covered Debt if, following such amendment or supplement, the Replacement Capital Covenant would satisfy clause (b) of the definition of Qualifying Replacement Capital Covenant.

     (c) For purposes of Section 4(a) and 4(b), the Holders whose consent or agreement is required to amend or terminate the covenants in this Replacement Capital Covenant shall be the Holders of the then-effective Covered Debt as of a record date

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established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes to amend this Replacement Capital Covenant or cause the covenants in Section 2 to be of no further force and effect.

     SECTION 5. Miscellaneous. (a) This Replacement Capital Covenant shall be governed by and construed in accordance with the laws of the State of New York without regard to choice of law principles.

     (b) This Replacement Capital Covenant shall be binding upon the Corporation and its successors and assigns (provided that, in the event the Corporation sells, conveys, transfers or otherwise disposes of all or substantially all its assets to any person and (i) such person assumes all the obligations of the Corporation under the indenture governing the then applicable Covered Debt and the Indenture, (ii) such person assumes all the obligations of the Corporation under the Replacement Capital Covenant and (iii) the Corporation is released from its obligations under the indenture governing the then applicable Covered Debt and the Indenture, the Corporation shall be released from all its obligations hereunder) and shall inure to the benefit of the Covered Debtholders as they exist from time-to-time (it being understood and agreed by the Corporation that any Person who is a Covered Debtholder at the time such Person acquires or holds Covered Debt shall retain its status as a Covered Debtholder for so long as the series of long-term indebtedness for borrowed money owned by such Person is Covered Debt and, if such Person initiates a claim or proceeding to enforce its rights under this Replacement Capital Covenant after the Corporation has violated its covenants in Section 2 and before the series of long-term indebtedness for money borrowed held by such Person is no longer Covered Debt, such Person’s rights under this Replacement Capital Covenant shall not terminate by reason of such series of long-term indebtedness for money borrowed no longer being Covered Debt). Except as specifically provided herein, this Replacement Capital Covenant shall have no other beneficiaries and no other Persons are entitled to rely on this Replacement Capital Covenant.

     (c) All demands, notices, requests and other communications to the Corporation under this Replacement Capital Covenant shall be deemed to have been duly given and made if in writing and (i) if served by personal delivery upon the Corporation, on the day so delivered (or, if such day is not a Business Day, the next succeeding Business Day), (ii) if delivered by registered post or certified mail, return receipt requested, or sent to the Corporation by a national or international courier service, on the date of receipt by the Corporation (or, if such date of receipt is not a Business Day, the next succeeding Business Day), or (iii) if sent by telecopier, on the day telecopied, or if not a Business Day, the next succeeding Business Day, provided that the telecopy is promptly confirmed by telephone confirmation thereof, and in each case to the Corporation at the address set forth below, or at such other address as the Corporation may thereafter post on its website as the address for notices under this Replacement Capital Covenant:

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U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Treasury Department
Facsimile No: (612) 303-1338

     (d) Each reference in this Replacement Capital Covenant to a Commission form includes any successor form that may be adopted by the Commission.

[remainder of page left intentionally blank; signature page follows]

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     IN WITNESS WHEREOF, the Corporation has caused this Replacement Capital Covenant to be executed by its duly authorized officer, as of the day and year first above written.

U.S. Bancorp
By:	/s/ Kenneth D. Nelson
	Name:	Kenneth D. Nelson
	Title:	Executive Vice President and Treasurer

SCHEDULE I

DEFINITIONS

     “Alternative Payment Mechanism” means, with respect to any Qualifying Capital Securities, provisions in the related transaction documents permitting the Corporation, in its sole discretion, or in response to a directive or order from the Federal Reserve, to defer or skip in whole or in part payment of Distributions on such Qualifying Capital Securities for one or more consecutive Distribution Periods up to ten years and requiring the Corporation to issue (or use Commercially Reasonable Efforts to issue) one or more types of APM Qualifying Securities raising eligible proceeds at least equal to the deferred Distributions on such Qualifying Capital Securities and apply the proceeds to pay unpaid Distributions on such Qualifying Capital Securities, commencing on the earlier of (x) the first Distribution Date after commencement of a deferral period on which the Corporation pays current Distributions on such Qualifying Capital Securities and (y) the fifth anniversary of the commencement of such deferral period, and that:

     (a) define “eligible proceeds” to mean, for purposes of such Alternative Payment Mechanism, the net proceeds (after underwriters’ or placement agents’ fees, commissions or discounts and other expenses relating to the issuance or sale of the relevant securities, where applicable, and including the fair market value of property received by the Corporation or any of its Subsidiaries as consideration for such APM Qualifying Securities) that the Corporation has received during the 180 days prior to the related Distribution Date from the issuance of APM Qualifying Securities, up to the Preferred Cap in the case of APM Qualifying Securities that are Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock;

     (b) permit the Corporation to pay current Distributions on any Distribution Date out of any source of funds but (x) require the Corporation to pay deferred Distributions only out of eligible proceeds and (y) prohibit the Corporation from paying deferred Distributions out of any source of funds other than eligible proceeds;

     (c) include a Repurchase Restriction;

     (d) notwithstanding clause (b) of this definition, if the Federal Reserve disapproves the Corporation’s issuance and sale of APM Qualifying Securities or the use of the proceeds thereof to pay deferred Distributions, may (if the Corporation elects to so provide in the terms of such Qualifying Capital Securities) permit the Corporation to pay deferred Distributions from any source or, if the Federal Reserve does not disapprove the Corporation’s issuance and sale of APM Qualifying Securities but disapproves the use of the proceeds thereof to pay deferred Distributions, may (if the Corporation elects to so provide in the terms of such Qualifying Capital Securities) permit the Corporation to use such proceeds for other purposes and to continue to defer Distributions, without a breach of its obligations under the transaction documents;

     (e) may include a provision that, for purposes of paying deferred interest, limits the ability of the Corporation to sell shares of Common Stock and/or Qualifying Warrants above a Maximum Share Number;

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     (f) limit the obligation of the Corporation to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities that are Common Stock and Qualifying Warrants to settle deferred Distributions pursuant to the Alternative Payment Mechanism either (A) during the first five years of any deferral period or (B) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

     (i) to an aggregate amount of such securities, the net proceeds from the issuance of which is equal to 2% of the product of the average of the Market Value of the Common Stock on the ten consecutive trading days ending on the fourth trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements; or

     (ii) to a number of shares of Common Stock and shares purchasable upon exercise of Qualifying Warrants, in the aggregate, not in excess of 2% of the outstanding number of shares of Common Stock as of the date of the Corporation’s most recent publicly available consolidated financial statements (the “Common Cap”);

     (g) limit the right of the Corporation to issue APM Qualifying Securities that are Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock to settle deferred Distributions pursuant to the Alternative Payment Mechanism to an aggregate amount of Qualifying Preferred Stock and still-outstanding Mandatorily Convertible Preferred Stock, the net proceeds from the issuance of which with respect to all deferral periods is equal to 25% of the liquidation or principal amount of such Qualifying Capital Securities (the “Preferred Cap”);

     (h) in the case of Qualifying Capital Securities other than non-cumulative perpetual preferred stock, include a Bankruptcy Claim Limitation Provision; and

     (i) permit the Corporation, at its option, to provide that if it is involved in a merger, consolidation, amalgamation, binding share exchange or conveyance, transfer or lease of assets substantially as an entirety to any other person or a similar transaction (a “Business Combination”) where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity’s voting stock is owned by the shareholders of the other party to the Business Combination, then clauses (a) through (c) of this definition will not apply to any deferral period that is terminated on the next Distribution Date following the date of consummation of the Business Combination (or if later, at any time within 90 days following the date of consummation of the Business Combination);

provided (and it being understood) that:

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     (a) the Corporation shall not be obligated to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

     (b) if, due to a Market Disruption Event or otherwise, the Corporation is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the Corporation will apply any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap, Maximum Share Number and Preferred Cap, as applicable; and

     (c) if the Corporation has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and apply some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the Common Cap, Maximum Share Number and the Preferred Cap, as applicable, in proportion to the total amounts that are due on such securities, or on such other basis as the Federal Reserve may approve.

     “APM Qualifying Securities” means, with respect to an Alternative Payment Mechanism or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, as applicable):

     (a) Common Stock;

     (b) Qualifying Warrants;

     (c) Mandatorily Convertible Preferred Stock; or

     (d) Qualifying Preferred Stock;

provided (and it being understood) that (i) if the APM Qualifying Securities for any Alternative Payment Mechanism or Mandatory Trigger Provision include both Common Stock and Qualifying Warrants, such Alternative Payment Mechanism or Mandatory Trigger Provision may permit, but need not require, the Corporation to issue Qualifying Warrants and (ii) such Alternative Payment Mechanism or Mandatory Trigger Provision may permit, but need not require, the Corporation to issue Mandatorily Convertible Preferred Stock.

     “Bankruptcy Claim Limitation Provision” means, with respect to any Qualifying Capital Securities that have an Alternative Payment Mechanism or a Mandatory Trigger Provision, provisions that, upon any liquidation, dissolution, winding up or reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the issuer, limit the claim of the holders of such securities to Distributions that accumulate during (a) any deferral period, in the case of securities that have an Alternative Payment Mechanism or (b) any period in which the issuer fails to satisfy one or more financial tests set forth in the terms of

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such securities or related transaction agreements, in the case of securities that have a Mandatory Trigger Provision, to:

     (i) in the case of Qualifying Capital Securities that have an Alternative Payment Mechanism or Mandatory Trigger Provision with respect to which the APM Qualifying Securities do not include Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, 25% of the stated or principal amount of such Qualifying Capital Securities then outstanding; and

     (ii) in the case of any other Qualifying Capital Securities, an amount not in excess of the sum of (x) the first two years of accumulated and unpaid Distributions and (y) an amount equal to the excess, if any, of the Preferred Cap over the aggregate amount of net proceeds from the issuance and sale of Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock that is still outstanding that the issuer has applied to pay such Distributions pursuant to the Alternative Payment Mechanism or the Mandatory Trigger Provision; provided that the holders of such Qualifying Capital Securities are deemed to agree that, to the extent the remaining claim exceeds the amount set forth in clause (x), the amount they receive in respect of such excess shall not exceed the amount they would have received if the claim for such excess ranked pari passu with the interests of the holders, if any, of Qualifying Preferred Stock.

     “Business Day” means each day other than (a) a Saturday or Sunday, or (b) a day on which banking institutions in New York City are authorized or required by law or executive order to be closed.

     “Common Cap” has the meaning specified in clause (0 of the definition of Alternative Payment Mechanism.

     “Commercially Reasonable Efforts” means, for purposes of selling APM Qualifying Securities, commercially reasonable efforts to complete the offer and sale of APM Qualifying Securities to third parties that are not Subsidiaries of the Corporation in public offerings or private placements. The Corporation shall not be considered to have made Commercially Reasonable Efforts to effect a sale of APM Qualifying Securities if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations.

     “Commission” means the United States Securities and Exchange Commission.

     “Common Stock” means common stock of the Corporation (including treasury shares of common stock and shares of common stock sold pursuant to the Corporation’s dividend reinvestment plan and employee benefit plans).

     “Corporation” has the meaning specified in the introduction to this instrument.

     “Covered Debt” means (a) at the date of this Replacement Capital Covenant and continuing to but not including the first Redesignation Date, the Initial Covered Debt and (b) thereafter, commencing with each Redesignation Date and continuing to but not including the

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next succeeding Redesignation Date, the Eligible Debt identified pursuant to Section 3(b) as the Covered Debt for such period.

     “Covered Debtholder” means each Person (whether a Holder or a beneficial owner holding through a participant in a clearing agency) that buys or holds long-term indebtedness for money borrowed of the Corporation or U.S. Bank during the period that such long-term indebtedness for money borrowed is Covered Debt.

     “Debt Exchangeable for Common Equity” means a security or combination of securities (together in this definition, “such securities”) that:

     (a) gives the holder a beneficial interest in (i) subordinated debt securities of the Corporation (in this definition, the “Issuer”) permitting the Issuer to defer Distributions in whole or in part on such subordinated debt securities for one or more Distribution Periods up to at least five years without any remedies other than Permitted Remedies and that are junior subordinated debt of the Issuer (or rank pari passu with or junior to junior subordinated debt of the Issuer) and (ii) a fractional interest in a stock purchase contract that obligates the holder to acquire a beneficial interest in a number of shares of Common Stock to be within a range established at the time of issuance of the subordinated debt securities, subject to customary anti-dilution adjustments; provided, that such stock purchase contracts shall not be terminable prior to the stock purchase date other than upon the insolvency of the Corporation;

     (b) provides that the holders directly or indirectly grant to the Corporation a security interest in such subordinated debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the investors’ direct or indirect obligation to purchase Common Stock pursuant to such stock purchase contracts;

     (c) includes a remarketing feature pursuant to which the subordinated debt of the Issuer is remarketed to new investors commencing not later than the first Distribution Date that is at least three years after the date of issuance of such securities;

     (d) provides for the proceeds raised in the remarketing to be used to purchase Common Stock under the stock purchase contracts and, if there has not been a successful remarketing by the first Distribution Date that is one year after the earliest regularly scheduled stock purchase date, provides that the stock purchase contracts will be settled by the Corporation exercising its rights as a secured creditor with respect to such subordinated debt securities or other collateral directly or indirectly pledged by investors in the Debt Exchangeable for Common Equity; and

     (e) after the issuance of such Common Stock, provides the holder with a beneficial interest in such Common Stock.

     “Debt Exchangeable for Preferred Equity” means a security or combination of securities (together in this definition, “such securities”) that:

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     (a) gives the holder a beneficial interest in (i) subordinated debt securities of the Corporation or one of its Subsidiaries (in this definition, the “Issuer”) permitting the Issuer to defer Distributions in whole or in part on such subordinated debt securities for one or more Distribution Periods up to seven years without any remedies other than Permitted Remedies and that are junior subordinated debt of the Issuer (or rank pari passu with or junior to junior subordinated debt of the Issuer) and (ii) an interest in a stock purchase contract that obligates the holder to acquire a beneficial interest in Qualifying Preferred Stock;

     (b) provides that the holders directly or indirectly grant to the Issuer a security interest in such subordinated debt securities and their proceeds (including any substitute collateral permitted under the transaction documents) to secure the investors’ direct or indirect obligation to purchase Qualifying Preferred Stock pursuant to such stock purchase contracts;

     (c) includes a remarketing feature pursuant to which the subordinated debt of the Issuer is remarketed to new investors commencing not later than the first Distribution Date that is at least five years after the date of issuance of such securities or, if the Federal Reserve so requires as a condition to treating such securities as Tier 1 capital under its risk-based guidelines applicable to bank holding companies, earlier in the event of an early settlement event based on (i) the capital ratios of the Corporation, (ii) the capital ratios of the Corporation as anticipated by the Federal Reserve, or (iii) the dissolution of the issuer of such Debt Exchangeable for Preferred Equity;

     (d) provides for the proceeds raised in the remarketing to be used to purchase Qualifying Preferred Stock under the stock purchase contracts and, if there has not been a successful remarketing by the first Distribution Date that is six years after the date of issuance of such securities, provides that the stock purchase contracts will be settled by the Corporation exercising its rights as a secured creditor with respect to such subordinated debt securities or other collateral directly or indirectly pledged by investors in the Debt Exchangeable for Preferred Equity;

     (e) includes a Qualifying Replacement Capital Covenant that will apply to such securities and to any Qualifying Preferred Stock issued pursuant to the stock purchase contracts; provided that such Qualifying Replacement Capital Covenant will not include Debt Exchangeable for Common Equity or Debt Exchangeable for Preferred Equity as “Replacement Capital Securities”; and

     (f) after the issuance of such Qualifying Preferred Stock, provides the holder with a beneficial interest in such Qualifying Preferred Stock.

     “Depository Institution Subsidiary” means any Subsidiary of the Corporation that is a depository institution within the meaning of 12 C.F.R. § 204.2(m) and includes U.S. Bank.

     “Distribution Date” means, as to any securities or combination of securities, the dates on which periodic Distributions on such securities are scheduled to be made.

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     “Distribution Period” means, as to any securities or combination of securities, each period from and including a Distribution Date for such securities to but not including the next succeeding Distribution Date for such securities.

     “Distributions” means, as to a security or combination of securities, dividends, interest payments or other income distributions to the holders thereof that are not Subsidiaries of the Corporation.

     “Eligible Debt” means, at any time, Eligible Subordinated Debt or, if no Eligible Subordinated Debt is then outstanding, Eligible Senior Debt.

     “Eligible Senior Debt” means, at any time in respect of any issuer, each series of outstanding unsecured long-term indebtedness for money borrowed of such issuer that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks most senior among the issuer’s then outstanding classes of unsecured indebtedness for money borrowed, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding senior long-term indebtedness for money borrowed that satisfies the requirements of clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents, and (e) if issued by a Depository Institution Subsidiary, is fully and unconditionally guaranteed by the Corporation on (I) a subordinated basis or (II) if on the relevant Redesignation Date there is no outstanding debt of a Depository Institution Subsidiary meeting the other requirements set forth above and guaranteed by the Corporation on a subordinated basis but there is outstanding debt of a Depository Institution Subsidiary meeting such requirements and guaranteed on a senior basis, a senior basis. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

     “Eligible Subordinated Debt” means, at any time in respect of any issuer, each series of the issuer’s then-outstanding unsecured long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s most senior outstanding series of unsecured indebtedness for money borrowed, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents, and (e) if issued by a Depository Institution Subsidiary, is fully and unconditionally guaranteed by the Corporation on (I) a subordinated basis or (II) if on the relevant Redesignation Date there is no outstanding debt of a Depository Institution Subsidiary meeting the other requirements set forth above and guaranteed by the Corporation on a

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subordinated basis but there is outstanding debt of a Depository Institution Subsidiary meeting such requirements and guaranteed on a senior basis, a senior basis. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

     “Federal Reserve” means the Board of Governors of the Federal Reserve System, and any regional Federal Reserve Bank in which the Corporation owns stock or their successor as the Corporation’s primary federal banking regulator, or the staff thereof.

     “Holder” means, as to the Covered Debt then in effect, each holder of such Covered Debt as reflected on the securities register maintained by or on behalf of the Corporation with respect to such Covered Debt.

     “Initial Covered Debt” means 5.875% junior subordinated debentures due 2035, underlying the 5.875% trust preferred securities of USB Capital VU (CUSIP No. 903301208).

     “Intent-Based Replacement Disclosure” means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer or any Subsidiary of the issuer will repay, redeem or purchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of repayment, redemption or purchase that are as or more equity-like than the securities then being repaid, redeemed or purchased, raised within 180 days prior to the applicable redemption or purchase date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock”, the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

     “Mandatorily Convertible Preferred Stock” means cumulative or non-cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock, subject to customary anti-dilution adjustments.

     “Mandatory Trigger Provision” means, as to any Qualifying Capital Securities, provisions in the terms thereof or of the related transaction agreements that:

     (a) require the issuer of such securities to make payment of Distributions on such securities only pursuant to the issue and sale of APM Qualifying Securities within

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two years of a failure of the issuer to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements, in amount such that the net proceeds of such sale are at least equal to the amount of unpaid Distributions on such securities (including without limitation all deferred and accumulated amounts) and require the application of the net proceeds of such sale to pay such unpaid Distributions, provided that (i) if the Mandatory Trigger Provision does not require the issuance and sale within one year of such failure, the amount of Common Stock and/or Qualifying Warrants the net proceeds of which the issuer must apply to pay such Distributions pursuant to such provision may not exceed the Common Cap and (ii) the amount of Qualifying Preferred Stock and still outstanding Mandatorily Convertible Preferred Stock the net proceeds of which the issuer may apply to pay such Distributions pursuant to such provision may not exceed the Preferred Cap;

     (b) if the provisions described in clause (a) do not require such issuance and sale within one year of such failure, include a Repurchase Restriction;

     (c) include a Bankruptcy Claim Limitation Provision; and

     (d) prohibit the issuer of such securities from repaying, redeeming or purchasing any of its securities ranking upon the liquidation, dissolution or winding up of the Corporation junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to settle deferred interest during the relevant deferral period prior to the date six months after the issuer applies the net proceeds of the sales described in clause (a) above to pay such deferred Distributions in full (subject to the exceptions set forth in clauses (i) through (iii) of the definition of Repurchase Restrictions);

provided (and it being understood) that:

     (a) the issuer will not be obligated to issue (or use Commercially Reasonable Efforts to issue) APM Qualifying Securities for so long as a Market Disruption Event has occurred and is continuing;

     (b) if, due to a Market Disruption Event or otherwise, the issuer is able to raise and apply some, but not all, of the eligible proceeds necessary to pay all deferred Distributions on any Distribution Date, the issuer will apply any available eligible proceeds to pay accrued and unpaid Distributions on the applicable Distribution Date in chronological order subject to the Common Cap and Preferred Cap, as applicable; and

     (c) if the issuer has outstanding more than one class or series of securities under which it is obligated to sell a type of APM Qualifying Securities and applies some part of the proceeds to the payment of deferred Distributions, then on any date and for any period the amount of net proceeds received by the issuer from those sales and available for payment of deferred Distributions on such securities shall be applied to such securities on a pro rata basis up to the Common Cap and the Preferred Cap, as applicable, in proportion to the total amounts that are due on such securities.

No remedy other than Permitted Remedies will arise by the terms of such securities or related transaction agreements in favor of the holders of such Qualifying Capital Securities as a result of

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the issuer’s failure to pay Distributions because of the Mandatory Trigger Provision until Distributions have been deferred for one or more consecutive Distribution Periods that total together at least ten years. It is acknowledged that as of the date hereof the Board of Governors of the Federal Reserve System has not approved a Mandatory Trigger Provision in securities issued by a bank holding company and treated as Tier 1 capital for the bank holding company.

     “Market Disruption Event” means the occurrence or existence of any of the following events or sets of circumstances:

     (a) the Corporation would be required to obtain the consent or approval of its shareholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue or sell APM Qualifying Securities and such consent or approval has not yet been obtained notwithstanding the Corporation’s commercially reasonable efforts to obtain such consent or approval or the Federal Reserve instructs the Corporation not to sell or offer for sale APM Qualifying Securities or not to use the proceeds of such a sale to pay deferred Distributions under an Alternative Payment Mechanism at such time;

     (b) trading in securities generally (or in the Corporation’s Common Stock or preferred stock specifically) on the New York Stock Exchange or any other national securities exchange or over-the-counter market on which the Common Stock and/or the Corporation’s preferred stock is then listed or traded shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by the relevant exchange or by any other regulatory body or governmental body having jurisdiction, and the establishment of such minimum prices materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, APM Qualifying Securities;

     (c) a banking moratorium shall have been declared by the federal or state authorities of the United States and such moratorium materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities;

     (d) a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States and such disruption materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities;

     (e) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other national or international calamity or crisis and such event materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities;

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     (f) there shall have occurred such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities, and such change materially disrupts or otherwise has a material adverse effect on trading in, or the issuance and sale of, the APM Qualifying Securities;

     (g) an event occurs and is continuing as a result of which the offering document for such offer and sale of APM Qualifying Securities would, in the reasonable judgment of the Corporation, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and either (i) the disclosure of that event at such time, in the reasonable judgment of the Corporation, is not otherwise required by law and would have a material adverse effect on the business of the Corporation or (ii) the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the ability of the Corporation to consummate such transaction, provided that no single suspension period contemplated by this paragraph (g) shall exceed 90 consecutive days and multiple suspension periods contemplated by this paragraph (g) shall not exceed an aggregate of 180 days in any 360-day period; or

     (h) the Corporation reasonably believes, for reasons other than those referred to in paragraph (g) above, that the offering document for such offer and sale of APM Qualifying Securities would not be in compliance with a rule or regulation of the Commission and the Corporation is unable to comply with such rule or regulation or such compliance is unduly burdensome, provided that no single suspension period contemplated by this paragraph (h) shall exceed 90 consecutive days and multiple suspension periods contemplated by this paragraph (h) shall not exceed an aggregate of 180 days in any 360-day period.

     The definition of “Market Disruption Event” as used in any Replacement Capital Securities may include less than all of the paragraphs outlined above, as determined by the Corporation at the time of issuance of such securities, and in the case of clauses (a), (b), (c) and (d), as applicable to a circumstance where the Corporation would otherwise endeavor to issue preferred stock, shall be limited to circumstances affecting markets where the Corporation’s preferred stock trades or where a listing for its trading is being sought.

     “Market Value” means, on any date, the closing sale price per share of Common Stock (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or, if the Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Common Stock is traded or quoted; if the Common Stock is not either listed or quoted on any U.S. securities exchange on the relevant date, the market price will be the average of the mid-point of the bid and ask prices for the Common Stock on the relevant date submitted by at least three nationally recognized independent investment banking firms selected for this purpose by the Board of Directors of the Corporation or a committee thereof.

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     “Maximum Share Number” means, with respect to any Qualifying Capital Securities, a limit on the total number of shares of Common Stock that may be issued by the Corporation pursuant to the Alternative Payment Mechanism with respect to such Qualifying Capital Securities or on the total number of shares of Common Stock underlying all Qualifying Warrants that may be issued by the Corporation pursuant to such Alternative Payment Mechanism, provided that the product of such Maximum Share Number and the Market Value of the Common Stock as of the date of issuance of such Qualifying Capital Securities shall not represent a lower proportion of the aggregate principal or liquidation amount, as applicable, of such Qualifying Capital Securities than the product of the Maximum Share Number applicable to the Shares multiplied by the Market Value of the Common Stock as of the date of issuance of such Shares represents of the aggregate liquidation amount of such Shares.

     “Measurement Date” means, with respect to any repayment, redemption or purchase of securities, the date six months prior to the delivery of notice of such repayment, redemption or the date of such purchase.

     “Measurement Period” means the period from a Measurement Date to the related notice date or purchase date.

     “Non-Cumulative” means, as to any security, that the terms of such security provide for Distributions that are non-cumulative and may be skipped by the issuer for any number of Distribution Periods without any remedy arising by the terms of such securities or related transaction agreements in favor of the holders of such securities as a result of the issuer’s failure to pay Distributions, other than Permitted Remedies.

     “No Payment Provision” means a provision or provisions in the transaction documents for securities (referred to in this definition as “such securities”) that include the following:

     (a) an Alternative Payment Mechanism; and

     (b) an Optional Deferral Provision modified and supplemented from the general definition of that term to provide that the issuer of such securities may, in its sole discretion, or (if the issuer elects to so provide in the terms of such securities) shall in response to a directive or order from, or memorandum of understanding with, the Federal Reserve, defer in whole or in part payment of Distributions on such securities for one or more consecutive Distribution Periods of up to five years or, if a Market Disruption Event has occurred and is continuing, ten years, without any remedy other than Permitted Remedies and the obligations (and limitations on obligations) described in the definition of “Alternative Payment Mechanism” applying.

     “NRSRO” means a nationally recognized statistical rating organization within the meaning of Rule 15c3-l(c)(2)(vi)(F) under the Securities Exchange Act.

     “Optional Deferral Provision” means, as to any security or combination of securities, a provision in the terms thereof or of the related transaction agreements to the effect of either (a) or (b) below:

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     (a) (i) the issuer of such securities may, in its sole discretion, or in response to a directive order from a Primary Federal Bank Regulatory Agency, defer or skip in whole or in part payment of Distributions on such securities for one or more Distribution Periods (whether or not consecutive) of up to five years or, if a Market Disruption Event is continuing, up to a total often years, without any remedy other than Permitted Remedies and (ii) such securities are subject to an Alternate Payment Mechanism (provided that such Alternate Payment Mechanism need not apply during the first five years of any deferral period and need not include a Common Cap, Preferred Cap, Bankruptcy Claims Limitation Provision or Repurchase Restriction); or

     (b) the issuer of such securities may, in its sole discretion, or in response to a directive order from a Primary Federal

     (c) Bank Regulatory Agency, defer or skip in whole or in part payment of Distributions on such securities for one or more Distribution Periods (whether or not consecutive) for up to ten years, without any remedy other than Permitted Remedies.

     “Permitted Remedies” means, as to any security or combination of securities, one or more of the following remedies:

     (a) rights in favor of the holders thereof permitting such holders to elect one or more directors of the Corporation or a Subsidiary of the Corporation (including any such rights required by the listing requirements of any stock or securities exchange on which such securities may be listed or traded); and

     (b) complete or partial prohibitions on the Corporation or a Subsidiary of the Corporation paying Distributions on or purchasing or redeeming Common Stock or other securities that rank pari passu with or junior as to Distributions to such securities for so long as Distributions on such securities, including deferred Distributions, have not been paid in full.

     “Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

     “Preferred Cap” has the meaning specified in clause (g) of the definition of Alternative Payment Mechanism.

     “Primary Federal Bank Regulatory Agency” means, as to the Corporation or any of its Subsidiaries at any time, the Federal bank regulatory agency that has primary regulatory authority with respect to the Corporation or such Subsidiary.

     “Prospectus Supplement” has the meaning specified in Recital B.

     “Qualifying Capital Securities” means securities (other than Common Stock, rights to acquire Common Stock, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity or Mandatorily Convertible Preferred Stock) that, in the determination of the Corporation’s Board of Directors or the relevant committee thereof reasonably construing the

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definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

     (a) securities issued by the Corporation or any Subsidiary that (i) rank junior upon the liquidation, dissolution or winding up of the Corporation to all debt of the Corporation for borrowed money, other than trade payables and any junior subordinated debt that is expressly made pari passu with such securities in the instrument creating the same, (ii) have no maturity or a maturity of at least 51 years and (iii) either

     (x) are Non-Cumulative or have a No Payment Provision and are subject to a Qualifying Replacement Capital Covenant, or

     (y) have an Optional Deferral Provision and a Mandatory Trigger Provision and are subject to Intent-Based Replacement Disclosure;

     (b) securities issued by the Corporation or any Subsidiary that (i) rank junior upon the liquidation, dissolution or winding up of the Corporation to all debt of the Corporation for borrowed money, other than trade payables and any junior subordinated debt that is expressly made pari passu with such securities in the instrument creating the same, (ii) have no maturity or a maturity of at least 31 years and are subject to a Qualifying Replacement Capital Covenant and (iii) have an Optional Deferral Provision and a Mandatory Trigger Provision; or

     (c) preferred stock of the Corporation or any Subsidiary (i) that has no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, (ii) that has no maturity or a maturity of at least 51 years, (iii) that either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (iv) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

     “Qualifying Preferred Stock” means preferred stock of the Corporation that (a) is Non-Cumulative, (b) ranks pari passu with or junior to all other outstanding preferred stock of the Corporation, (c) is perpetual and (d) is subject to either a replacement capital covenant substantially similar to this Replacement Capital Covenant or a Qualifying Replacement Capital Covenant or provides for mandatory deferral tied to the breach of certain financial triggers and is subject to Intent-Based Replacement Disclosure, and in each case as to which the transaction documents provide for no remedies as a consequence of non-payment of Distributions other than Permitted Remedies.

     “Qualifying Replacement Capital Covenant” means a replacement capital covenant that is substantially similar to this Replacement Capital Covenant or a replacement capital covenant, as identified by the Corporation’s Board of Directors acting in its reasonable discretion and reasonably construing the definitions and other terms of this Replacement Capital Covenant, (a) entered into by a company that at the time it enters into such replacement capital covenant is a reporting company under the Securities Exchange Act and (b) that restricts the related issuer

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from repaying, redeeming or purchasing identified securities except to the extent of the applicable percentage of the net proceeds from the issuance of specified replacement capital securities that have terms and provisions at the time of redemption, repayment or purchase that are as or more equity-like than the securities then being repaid, redeemed or purchased within the 180-day period prior to the applicable redemption, repayment or purchase date.

     “Qualifying Warrants” means net share settled warrants to purchase Common Stock that (a) have an exercise price greater than the current stock market price (as defined below) of the Common Stock as of the date the Corporation agrees to issue the warrants, and (b) the Corporation is not entitled to redeem for cash and the holders of which are not entitled to require it to repurchase for cash in any circumstances. The Corporation intends that any Qualifying Warrants issued in accordance with an Alternative Payment Mechanism will have exercise prices at least 10% above the current stock market price of its Common Stock on the date of issuance. The “current stock market price” means, with respect to Common Stock on any date, (a) the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions by the New York Stock Exchange or if Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which Common Stock is traded or quoted on the relevant date, (b) if Common Stock is not listed on any U.S. securities exchange on the relevant date the last quoted bid price for Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization, or (iii) if Common Stock is not so quoted the average of the mid-point of the last bid and ask prices for Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Corporation for this purpose.

     “Redesignation Date” means, as to the then-effective Covered Debt, the earliest of (a) the date that is two years prior to the final maturity date of such Covered Debt, (b) if the Corporation or any of its Subsidiaries elects to repay or redeem, or the Corporation or any of its Subsidiaries elects to purchase, such Covered Debt either in whole or in part with the consequence that after giving effect to such repayment, redemption or repurchase the outstanding aggregate principal amount of such Covered Debt is less than $100,000,000, the applicable repayment, redemption or purchase date and (c) if such Covered Debt is not Eligible Subordinated Debt, the date on which the Corporation or U.S. Bank issues long-term indebtedness for money borrowed that is Eligible Subordinated Debt.

     “REIT Preferred Securities” means Non-Cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary, which may or may not be a “real estate investment trust” (“REIT”) within the meaning of Section 856 of the Internal Revenue Code of 1986, as amended, that is exchangeable for Non-Cumulative perpetual preferred stock of the Corporation and satisfies the following requirements:

     (a) such Non-Cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary and the related Non-Cumulative perpetual preferred stock of the Corporation for which it may be exchanged qualifies as Tier 1 or core capital of a Depository Institution Subsidiary under the risk-based capital guidelines of the appropriate Primary Federal Bank Regulatory Agency and related interpretive guidance

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(for example, in the case of the Office of the Comptroller of the Currency, Corporate Decision 97-109);

     (b) such Non-Cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary must be exchangeable automatically into Non-Cumulative perpetual preferred stock of the Corporation in the event that the appropriate Primary Federal Bank Regulatory Agency directs such Depository Institution Subsidiary in writing to make a conversion because such Depository Institution Subsidiary is (i) undercapitalized under the applicable prompt corrective action regulations (which, for example, in the case of the Office of the Comptroller of the Currency and applicable to national banks, are at 12 C.F.R. 6.4(b)), (ii) placed into conservatorship or receivership, or (iii) expected to become undercapitalized in the near term;

     (c) if such Subsidiary of the Depositary Institution Subsidiary is a REIT, the transaction documents include provisions that would require the Subsidiary to declare “consent dividends” (to the maximum extent permitted by Internal Revenue Code Sections 565 and 562(c)) if it were to stop paying Distributions on its Non-Cumulative perpetual preferred stock, as is necessary to maintain its status as a REIT;

     (d) such Non-Cumulative perpetual preferred stock of the Corporation issued upon exchange for the Non-Cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary, issued as part of such transaction, ranks pari passu or junior to other preferred stock of the Corporation; and

     (e) such Non-Cumulative perpetual preferred stock of a Subsidiary of a Depository Institution Subsidiary and Non-Cumulative perpetual preferred stock of the Corporation for which it may be exchanged are subject to a replacement capital covenant substantially similar to this Replacement Capital Covenant or a Qualifying Replacement Capital Covenant.

     “Replacement Capital Covenant” has the meaning specified in the introduction to this instrument.

     “Replacement Capital Securities” means Common Stock, rights to acquire Common Stock, Debt Exchangeable for Common Equity, Debt Exchangeable for Preferred Equity, Mandatorily Convertible Preferred Stock, REIT Preferred Securities or Qualifying Capital Securities.

     “Repurchase Restriction” means, with respect to any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, provisions that require the Corporation and its Subsidiaries not to repay, redeem or purchase any of its securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to settle deferred interest during the relevant deferral period until at least one year after all deferred Distributions have been paid, except where non-payment would cause the Corporation to breach the terms of the relevant instrument, other than the following (none of which shall be restricted or prohibited by a Repurchase Restriction):

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     (a) purchases of such Securities by Subsidiaries in connection with the distribution thereof or market-making or other secondary market activities;

     (b) purchases, redemptions or other acquisitions of shares of Common Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; or

     (c) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy Common Stock entered into prior to the beginning of the related deferral period, including under a contractually binding stock repurchase plan.

     “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Shares” has the meaning specified in Recital A.

     “Subsidiary” means, at any time, any Person the shares of stock or other ownership interests of which having ordinary voting power to elect a majority of the board of directors or other managers of such Person are at the time owned, or the management or policies of which are otherwise at the time controlled, directly or indirectly through one or more intermediaries (including other Subsidiaries) or both, by another Person.

     “U.S. Bank” means U.S. Bank National Association.

     “Termination Date” has the meaning specified in Section 4(a).

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