Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____

CITIBANK, N.A.

(Exact name of trustee as specified in its charter)

	13-5266470
	(I.R.S. employer
	identification no.)
399 Park Avenue, New York, New York	10043
(Address of principal executive office)	(Zip Code)

U.S. BANCORP

(Exact name of obligor as specified in its charter)

Delaware	41-0255900
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
800 Nicollet Mall
Minneapolis, MN	55402
(Address of principal executive offices)	(Zip Code)

Subordinated Debt Securities
(Title of the indenture securities)

Item 1. General Information.

	Furnish the following information as to the trustee:
(a)	Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency	Washington, D.C.
Federal Reserve Bank of New York 33 Liberty Street New York, NY	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 — Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2 — Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

Exhibit 3 — Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

Exhibit 4 — Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)

Exhibit 5 — Not applicable.

Exhibit 6 — The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)

Exhibit 7 — Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2010 — attached)

Exhibit 8 — Not applicable.

Exhibit 9 — Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 18 day of April 2011.

		CITIBANK, N.A.
By	/s/ Karen Schluter
	Karen Schluter
	Vice President

CITIBANK CONSOLIDATED BALANCE SHEET Citibank, N.A. and Subsidiaries

	December 31,
In millions of dollars, except shares	2010			2009
Assets
Cash and due from banks	$	21,702		$	20,246
Deposits with banks		146,208			154,372
Federal funds sold and securities purchased under agreements to resell		43,341			31,434
Trading account assets (including $1,006 and $914 pledged to creditors at December 31, 2010 and 2009, respectively)		149,560			156,380
Investments (including $5,221 and $3,849 pledged to creditors at December 31, 2010 and 2009, respectively)		252,559			233,086
Loans, net of unearned income		446,052			477,974
Allowance for loan losses		(18,467	)		(22,685	)
Total loans, net	$	427,585		$	455,289
Goodwill		10,420			10,200
Intangible assets		5,850			8,243
Premises and equipment, net		4,392			4,832
Interest and fees receivable		5,273			6,840
Other assets		87,403			80,439
Total assets	$	1,154,293		$	1,161,361

     The following table presents certain assets of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The assets in the table below include only those assets that can be used to settle obligations of consolidated VIEs on the following page, and are in excess of those obligations.

In millions of dollars	December 31, 2010
Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs
Cash and due from banks	$	586
Trading account assets		71
Investments		7,832
Loans, net of unearned income
Consumer (including $1,718 at fair value)		8,138
Corporate (including $290 at fair value)		22,666
Loans, net of unearned income	$	30,804
Allowance for loan losses		(102	)
Total loans, net	$	30,702
Other assets		342
Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs	$	39,533

Statement continues on the next page

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CITIBANK CONSOLIDATED BALANCE SHEET
(Continued) Citibank, N.A. and Subsidiaries

	December 31,
In millions of dollars, except shares	2010			2009
Liabilities
Non-interest-bearing deposits in U.S. offices	$	86,322		$	76,729
Interest-bearing deposits in U.S. offices		170,128			176,149
Non-interest-bearing deposits in offices outside the U.S.		48,873			39,414
Interest-bearing deposits in offices outside the U.S.		488,514			479,350
Total deposits	$	793,837		$	771,642
Trading account liabilities		57,222			52,010
Purchased funds and other borrowings		66,581			89,503
Accrued taxes and other expenses		8,758			9,046
Long-term debt and subordinated notes		59,151			82,086
Other liabilities		40,784			39,181
Total liabilities	$	1,026,333		$	1,043,468
Citibank stockholder’s equity
Capital stock ($20 par value) outstanding shares: 37,534,553 in each period	$	751		$	751
Surplus		109,419			107,923
Retained earnings		27,082			19,457
Accumulated other comprehensive income (loss) (1)		(10,162	)		(11,532	)
Total Citibank stockholder’s equity	$	127,090		$	116,599
Noncontrolling interest		870			1,294
Total equity	$	127,960		$	117,893
Total liabilities and equity	$	1,154,293		$	1,161,361

(1) Amounts at December 31, 2010 and 2009 include the after-tax amounts for net unrealized gains (losses) on investment securities of $(3.573) billion and $(4.735) billion, respectively, for foreign currency translation of $(3.226) billion and $(3.255) billion, respectively, for cash flow hedges of $(1.894) billion and $(2.367) billion, respectively, and for pension liability adjustments of $(1.469) billion and $(1.175) billion, respectively.

     The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only, and exclude intercompany balances that eliminate in consolidation.

In millions of dollars	December 31, 2010
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citibank
Short-term borrowings	$	22,753
Long-term debt (including $1,870 at fair value)		4,822
Other liabilities		146
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citibank	$	27,721

See Notes to the Consolidated Financial Statements.

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