S-3ASR

As filed with the Securities and Exchange Commission on April 17, 2008

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

U.S. Bancorp	Delaware	41-0255900
(Exact name of registrant	(State or other jurisdiction	(I.R.S. Employer
As specified in its charter)	of incorporation or organization)	Identification No.)

800 Nicollet Mall	Lee R. Mitau, Esq.
Minneapolis, Minnesota 55402-4302	800 Nicollet Mall
(651) 466-3000	Minneapolis, Minnesota 55402-4302
(Address, including zip code, and telephone number,	(651) 466-3000
including area code, of registrant’s principal	(Name, address and telephone number,
executive offices)	including area code, of agent for service)

Copy to:

James J. Barresi, Esq.
Squire, Sanders & Dempsey L.L.P.
221 E. 4th Street, Suite 2900
Cincinnati, Ohio 45202
(513) 361-1200

     Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
	Amount	Maximum	Maximum	Amount of
Title of Each Class of	to be	Offering Price	Aggregate	Registration
Securities to be Registered(1)	Registered	Per Unit	Offering Price	Fee
Senior Notes	(2)	(2)	(2)	(2)
Subordinated Notes	(2)	(2)	(2)	(2)
Common Stock	(2)	(2)	(2)	(2)
Preferred Stock	(2)	(2)	(2)	(2)
Depositary Shares	(2)	(2)	(2)	(2)
Debt Warrants	(2)	(2)	(2)	(3)
Equity Warrants	(2)	(2)	(2)	(4)
Units	(2)	(2)	(2)	(5)
Total:				$(2)

(footnotes on next page)

(1) The securities of each class may be offered and sold by the Registrant and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. The selling securityholders may purchase the securities directly from the Registrant, or from one or more underwriters, dealers or agents.

(2) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis.

(3) Debt Warrants will represent rights to purchase debt securities registered hereby. Because the Debt Warrants will provide a right only to purchase the debt securities offered hereunder, no additional registration fee is required for the Debt Warrants.

(4) Equity Warrants will represent rights to purchase equity securities registered hereby. Because the Equity Warrants will provide a right only to purchase the equity securities offered hereunder, no additional registration fee is required for the Equity Warrants.

(5) Any registered securities may be sold separately or as Units with other registered securities. Units may consist of two or more securities in any combination, which may or may not be separable from one another. Each Unit will be issued under a unit agreement. Because Units will consist of securities registered hereunder, no additional registration fee is required for the Units.

  PROSPECTUS

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402
(651) 466-3000

U.S. Bancorp

Senior Notes
Subordinated Notes
Common Stock
Preferred Stock
Depositary Shares
Debt Warrants
Equity Warrants
Units

The securities of each class may be offered and sold by us and/or may be offered and sold, from time to time, by one or more selling securityholders to be identified in the future. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement.

These securities will be our equity securities or unsecured obligations and will not be savings accounts, deposits or other obligations of any bank or nonbank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Our common stock is listed on the New York Stock Exchange under the symbol “USB.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.

The date of this prospectus is April 17, 2008.

TABLE OF CONTENTS

	Page
Item	Number
Where You Can Find More Information	1
Use of Proceeds	1
Validity of Securities	1
Experts	2
Opinion and Consent of Squire, Sanders & Dempsey L.L.P.
Consent of Ernst & Young L.L.P.
Powers of Attorney
Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee
Form T-1 Statement of Eligibility of Citibank, N.A. to act as Subordinated Trustee

i

The words “USB,” “Company,” “we,” “our,” “ours” and “us” refer to U.S. Bancorp and its subsidiaries, unless otherwise stated.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, our SEC filings are available to the public from the SEC’s web site at http://www.sec.gov. Our SEC filings are also available at the offices of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until we or any underwriters sell all of the securities:

•  Annual Report on Form 10-K for the year ended December 31, 2007.

•  Current Reports on Form 8-K filed January 15, 2008; January 17, 2008; February 1, 2008; March 18, 2008; and April 15, 2008.

•  Current Report on Form 8-K/A filed April 17, 2008.

•  The description of our common stock set forth in our registration statement on Form 8-A filed under the Exchange Act on October 6, 1994, by First Bank System, Inc. (now known as U.S. Bancorp), including any amendment or report filed for the purpose of updating such description.

•  The description of our preferred share purchase rights contained in the registration statement on Form 8-A filed under the Exchange Act on February 28, 2001, as amended by registration statement on Form 8-A filed on December 31, 2002, including any amendment or report filed for the purpose of updating such description.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

U.S. Bancorp

800 Nicollet Mall

Minneapolis, Minnesota 55402

Attn: Investor Relations Department

(612) 303-0799 or (866) 775-9668

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, including working capital, capital expenditures, investments in or advances to existing or future subsidiaries, repayment of maturing obligations and refinancing of outstanding indebtedness. Pending such use, we may temporarily invest the proceeds or use them to reduce short-term indebtedness.

VALIDITY OF SECURITIES

Unless otherwise indicated in the applicable prospectus supplement, some legal matters will be passed upon for us by our counsel, Squire, Sanders & Dempsey L.L.P., Cincinnati, Ohio. Any underwriters will be represented by their own legal counsel.

1

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007, and the effectiveness of our internal control over financial reporting as of December 31, 2007, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

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U.S. Bancorp

SENIOR NOTES

SUBORDINATED NOTES

COMMON STOCK

PREFERRED STOCK

DEPOSITARY SHARES

DEBT WARRANTS

EQUITY WARRANTS

UNITS

PROSPECTUS

April 17, 2008

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The estimated expenses in connection with this Registration Statement are as follows:

SEC Registration fee	$	(1	)
Accountant’s fees and expenses		50,000
Attorneys’ fees and expenses		300,000
Trustee and Depositary fees and expenses		50,000
Printing and engraving expenses		35,000
State qualification fees and expenses		11,000
Rating agencies’ fees		100,000
Miscellaneous		10,000
TOTAL	$	556,000	(1)(2)

(1)	The Registrant is registering an indeterminate amount of securities under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of any additional registration fee until the time the securities are sold under this Registration Statement pursuant to a prospectus supplement.
(2)	Additional information regarding estimated expenses of issuance and distribution of each identified class of securities being registered will be provided at the time information as to such class is included in a prospectus supplement in accordance with Rule 430B.

Item 15. Indemnification of Directors and Officers.

          Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation.

          Article Eighth of U.S. Bancorp’s Restated Certificate of Incorporation, as amended, provides that a director will not be personally liable to U.S. Bancorp or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to U.S. Bancorp or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under the Delaware statutory provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions or (4) for any transaction for which the director derived an improper personal benefit.

          The bylaws of U.S. Bancorp provide that the officers and directors of U.S. Bancorp and certain others will be indemnified to substantially the same extent permitted by Delaware law.

          U.S. Bancorp maintains a standard policy of officers’ and directors’ insurance.

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Item 16. Exhibits.

     The exhibits filed (unless otherwise noted) as a part of this Registration Statement are as follows:

Exhibits
1.1	Form of Distribution Agreement with respect to certain debt securities.*
4.1	Restated Certificate of Incorporation of U.S. Bancorp (incorporated by reference to Exhibit 3.1 to U.S. Bancorp’s Current Report on Form 8-K filed April 18, 2007).
4.2	Form of Certificate of Designation with respect to the Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K filed March 18, 2008).
4.3	Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991).
4.4	Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee, as amended by the First Supplemental Indenture dated as of April 1, 1993 (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991 and Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated April 26, 1993).
4.5	Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s registration statement on Form S-8 dated August 1, 1997).
4.6	Form of Debt Securities Warrant Agreement.*
4.7	Form of Debt Securities Warrant Certificate (included as part of Exhibit 4.6).*
4.8	Form of Equity Securities Warrant Agreement.*
4.9	Form of Equity Securities Warrant Certificate (included as part of Exhibit 4.8).*
5.1	Opinion and consent of Squire, Sanders & Dempsey L.L.P.
12.1	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2007).
23.1	Consent of Ernst & Young LLP.
23.2	Consents of Squire, Sanders & Dempsey L.L.P.(included in Exhibit 5.1).
24	Powers of Attorney.
25.1	Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee under the Senior Indenture.
25.2	Form T-1 Statement of Eligibility of Citibank, N.A. to act as Subordinated Trustee under the Subordinated Indenture.

* To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.

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Item 17. Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (17 C.F.R. § 424(b)) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     Provided, however, That:

     (A) Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 (17 C.F.R. § 239.13) or Form F-3 (17 C.F.R. § 239.33) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (17 C.F.R. § 230.424(b)) that is part of the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

     (i) If the registrant is relying on Rule 430B (17 C.F.R. § 230.430B):

     (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (17 C.F.R. § 230.424(b)(3)) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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     (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (17 C.F.R. § 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (17 C.F.R. § 230.415(a)(1)(i), (vii), or (x)) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

     (ii) If the registrant is subject to Rule 430C (17 C.F.R. § 230.430C), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (17 C.F.R. § 230.430A), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

     (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

     The undersigned registrant undertakes that in a primary offering of the registrant’s securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (17 C.F.R. § 230.424);

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit

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plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes to file applications for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on April 17, 2008.

U.S. Bancorp
By:	/s/ Richard K. Davis
	Richard K. Davis
	Chairman, President and Chief Executive Officer (principal executive officer)

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard K. Davis	Chairman, President and	April 17, 2008
Richard K. Davis	Chief Executive Officer (principal executive officer and director)
/s/ Andrew Cecere	Vice Chairman and Chief Financial	April 17, 2008
Andrew Cecere	Officer (principal financial officer)
/s/ Terrance R. Dolan	Executive Vice President and Controller	April 17, 2008
Terrance R. Dolan	(principal accounting officer)
/s/ Douglas M. Baker, Jr.*	Director	April 17, 2008
Douglas M. Baker, Jr.
/s/ Victoria Buyniski Gluckman*	Director	April 17, 2008
Victoria Buyniski Gluckman
/s/ Arthur D. Collins, Jr.*	Director	April 17, 2008
Arthur D. Collins, Jr.
/s/ Peter H. Coors*	Director	April 17, 2008
Peter H. Coors
/s/ Joel W. Johnson*	Director	April 17, 2008
Joel W. Johnson
/s/ Olivia F. Kirtley	Director	April 17, 2008
Olivia F. Kirtley
/s/ Jerry W. Levin*	Director	April 17, 2008
Jerry W. Levin

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	Signature	Title	Date
	/s/ David B. O’Maley*	Director	April 17, 2008
	David B. O’Maley
	/s/ O’dell M. Owens, M.D., M.P.H.*	Director	April 17, 2008
	O’dell M. Owens, M.D., M.P.H.
	/s/ Richard G. Reiten*	Director	April 17, 2008
	Richard G. Reiten
	/s/ Craig D. Schnuck*	Director	April 17, 2008
	Craig D. Schnuck
	/s/ Patrick T. Stokes*	Director	April 17, 2008
	Patrick T. Stokes
*By	/s/ Terrance R. Dolan Terrance R. Dolan	Attorney-in-fact for the persons indicated above with an *
	Attorney-in-fact

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INDEX TO EXHIBITS

Exhibits
1.1	Form of Distribution Agreement with respect to certain debt securities.*
4.1.	Restated Certificate of Incorporation of U.S. Bancorp (incorporated by reference to Exhibit 3.1 to U.S. Bancorp’s Current Report on Form 8-K filed April 18, 2007).
4.2	Form of Certificate of Designation with respect to the Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K filed March 18, 2008).
4.3	Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Senior Trustee (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991).
4.4	Indenture dated as of October 1, 1991 between U.S. Bancorp and Citibank, N.A., as Subordinated Trustee, as amended by the First Supplemental Indenture dated as of April 1, 1993 (incorporated by reference to Exhibit 4.2 to U.S. Bancorp’s Current Report on Form 8-K dated November 12, 1991 and Exhibit 4.1 to U.S. Bancorp’s Current Report on Form 8-K dated April 26, 1993).
4.5	Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s registration statement on Form S-8 dated August 1, 1997).
4.6	Form of Debt Securities Warrant Agreement.*
4.7	Form of Debt Securities Warrant Certificate (included as part of Exhibit 4.6).*
4.8	Form of Equity Securities Warrant Agreement.*
4.9	Form of Equity Securities Warrant Certificate (included as part of Exhibit 4.8).*
5.1	Opinion and consent of Squire, Sanders & Dempsey L.L.P.
12.1	Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2007).
23.1	Consent of Ernst & Young LLP.
23.2	Consents of Squire, Sanders & Dempsey L.L.P.(included in Exhibit 5.1).
24	Powers of Attorney.
25.1	Form T-1 Statement of Eligibility of Citibank, N.A. to act as Senior Trustee under the Senior Indenture.
25.2	Form T-1 Statement of Eligibility of Citibank, N.A. to act as Subordinated Trustee under the Subordinated Indenture.

* To be filed as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.

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EX-5.1

Exhibit 5.1

[Letterhead of Squire, Sanders and Dempsey L.L.P.]

April 17, 2008

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402

Ladies and Gentlemen:

     We have acted as counsel to U.S. Bancorp, a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) relating to the proposed sale by the Company from time to time, in one or more series, of (i) its debt securities, which may be either senior notes (the “Senior Notes “), subordinated notes (the “Subordinated Notes,” together with the Senior Notes, the “Debt Securities”); (ii) shares of its preferred stock (the “Preferred Stock”); (iii) shares of its common stock (the “Common Stock”); (iv) depositary shares (the “Depositary Shares”) representing fractional shares of Preferred Stock and evidenced by depositary receipts issued pursuant to a deposit agreement between the company and a depositary (a “Deposit Agreement”); (v) warrants to purchase Debt Securities (the “Debt Warrants”) to be issued pursuant to a warrant agreement between the Company and a designated warrant agent (a “Debt Securities Warrant Agreement”); (vi) warrants to purchase equity securities of the Company (the “Equity Warrants”) pursuant to a warrant agreement between the Company and a designated warrant agent (an “Equity Securities Warrant Agreement”); and (vii) units consisting of two or more securities, in any combination (the “Units”).

     The Debt Securities, Preferred Stock, Common Stock, Depositary Shares, Debt Warrants, Equity Warrants and Units are hereinafter collectively referred to as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and any supplements thereto.

     We have examined such documents, including the resolutions of the Board of Directors of the Company adopted on April 19, 2005 and April 15, 2008 (the “Resolutions”), and have reviewed such questions of law, as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.

U.S. Bancorp
April 17, 2008
Page 2

We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in each form incorporated by reference as exhibits to the Registration Statement.

     Based on the foregoing, we are of the opinion that:

     1. When the specific terms of a series of Debt Securities have been specified in a Supplemental Indenture or an Officer’s Certificate, which has been executed and delivered to the Trustee by an Authorized Officer (as defined in the Resolutions), such series of Debt Securities will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in the Indentures and delivered against payment therefor and as specified by an Authorized Officer, or when issued upon valid exercise of Debt Warrants that have been duly authorized by all requisite corporate action and validly issued, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such series.

     2. When the specific terms of a series of Preferred Stock have been specified in a Certificate of Designation duly adopted by the Board of Directors or a duly authorized committee thereof, and such Certificate of Designation has been duly filed with the Secretary of State of Delaware, such series of Preferred Stock will have been duly authorized by all requisite corporate action and, upon issuance, delivery and payment therefor as may be described in a supplement to the Prospectus, or when issued upon valid exercise of Equity Warrants that have been duly authorized by all requisite corporate action and validly issued, shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable.

     3. Upon issuance, delivery and payment therefor as may be described in a supplement to the Prospectus, or when issued upon valid exercise of Equity Warrants that have been duly authorized by all requisite corporate action and validly issued, shares of Common Stock will be validly issued, fully paid and nonassessable.

     4. When the specific terms of a series of Depositary Shares have been specified in a Deposit Agreement, the Depositary Shares established in such Deposit Agreement will have been duly authorized by all requisite corporate action and, upon issuance, delivery and payment therefor as described in a supplement to the Prospectus, will be validly issued, fully paid and nonassessable.

     5. When the specific terms of a series of Debt Warrants have been specified in a Debt Securities Warrant Agreement, the Debt Warrants established in such Debt Securities

U.S. Bancorp
April 17, 2008
Page 3

Warrant Agreement will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in such Debt Securities Warrant Agreement and delivered against payment therefor pursuant to any terms that may be described in a supplement to the Prospectus, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such Debt Warrants.

     6. When the specific terms of a series of Equity Warrants have been specified in an Equity Securities Warrant Agreement, the Equity Warrants established in such Equity Securities Warrant Agreement will have been duly authorized by all requisite corporate action and, when executed and authenticated as specified in such Warrant Agreement and delivered against payment therefor pursuant to the terms described in a supplement to the Prospectus, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such Equity Warrants.

     The opinions set forth above are subject to the following qualifications and exceptions:

     (a) Our opinions in paragraphs 1, 5 and 6, above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors’ rights, (ii) the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law), and (iii) insofar as they relate to indemnification provisions, the effect of federal and state securities laws and public policy relating thereto.

     (b) In rendering the opinions set forth above, we have assumed that, at the time of the authentication and delivery of a series of Securities, the Resolutions referred to above will not have been modified or rescinded, there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of the Securities, the Registration Statement will have been declared effective by the Commission and will continue to be effective, none of the particular terms of a series of Securities will violate any applicable law and neither the issuance and sale thereof nor the compliance by the Company with the terms thereof will result in a violation of any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.

     (c) As of the date of this opinion, a judgment for money in an action based on a debt security denominated in a foreign currency or currency unit in a federal or State court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion into United States dollars of the foreign currency or currency unit in which a particular debt security is denominated will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York Judiciary Law, a state court in the State of New York rendering a judgment on a debt security would be required to render such judgment in the foreign currency or currency unit in which

U.S. Bancorp
April 17, 2008
Page 4

such debt security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

     Our opinions expressed above are limited to the laws of the State of New York, the Delaware General Corporation Law and the federal laws of the United States of America.

     We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Validity of Securities” contained in the Prospectus included therein.

Very truly yours,

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of U.S. Bancorp for the registration of senior notes, subordinated notes, common stock, preferred stock, depositary shares, debt warrants, equity warrants, and units and to the incorporation by reference therein of our reports dated February 20, 2008, with respect to the consolidated financial statements of U.S. Bancorp, and the effectiveness of internal control over financial reporting of U.S. Bancorp, included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
April 17, 2008

EX-24

Exhibit 24

U.S. BANCORP

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew Cecere, Lee R. Mitau and Terrance R. Dolan, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 of U.S. Bancorp (the “Company”), and any and all amendments thereto, including post-effective amendments, in connection with the registration under the Securities Act of 1933, as amended, of debt and equity securities, including, without limitation, (i) common stock of the Company (including any rights associated with such common stock), including shares of common stock issuable upon the conversion of or in exchange for other securities (ii) senior and subordinated, secured and unsecured, debentures, notes or other evidences of indebtedness issued by the Company, (iii) other securities the Company may cause to be issued by one or more business trusts formed and controlled by the Company, (iv) guarantees, limited guarantees and similar purchase and other obligations issued by the Company or related to other securities issued by business trusts, (v) preferred stock of the Company and other related securities, including, without limitation, depositary instruments evidencing interests in preferred stock, (vi) warrants for the purchase of debt or other securities, (vii) units, and (viii) stock purchase contracts, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Richard K. Davis Richard K. Davis	Chairman, President and Chief Executive Officer (principal executive officer)	April 15, 2008
/s/ Andrew Cecere Andrew Cecere	Vice Chairman and Chief Financial Officer (principal financial officer)	April 15, 2008
/s/ Terrance R. Dolan Terrance R. Dolan	Executive Vice President and Controller (principal accounting officer)	April 15, 2008

Signature	Title	Date
/s/ Douglas M. Baker, Jr. Douglas M. Baker, Jr.	Director	April 15, 2008
/s/ Victoria Buyniski GluckmanVictoria Buyniski Gluckman	Director	April 15, 2008
/s/ Arthur D. Collins, Jr. Arthur D. Collins, Jr.	Director	April 15, 2008
/s/ Peter H. Coors Peter H. Coors	Director	April 15, 2008
/s/ Joel W. Johnson Joel W. Johnson	Director	April 15, 2008
/s/ Olivia F. Kirtley Olivia F. Kirtley	Director	April 15, 2008
/s/ Jerry W. Levin Jerry W. Levin	Director	April 15, 2008
/s/ David B. O’Maley David B. O’Maley	Director	April 15, 2008
/s/ O’dell M. Owens O’dell M. Owens, M.D., M.P.H.	Director	April 15, 2008
/s/ Richard G. Reiten Richard G. Reiten	Director	April 15, 2008
/s/ Craig D. Schnuck Craig D. Schnuck	Director	April 15, 2008
/s/ Patrick T. Stokes Patrick T. Stokes	Director	April 15, 2008

2

EX-25.1

Exhibit 25.1

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 (Address of principal executive office)	10043 (Zip Code)

U.S. BANCORP

(Exact name of obligor as specified in its charter)

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

Senior 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, 2007 — 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 16^th day of April 2008.

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

Charter No. 1461

Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2007, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

	Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	28,601,000
Interest-bearing balances		46,826,000
Held-to-maturity securities		1,000
Available-for-sale securities		171,748,000
Federal funds sold in domestic Offices		1,024,000
Federal funds sold and securities purchased under agreements to resell		17,791,000
Loans and leases held for sale		40,534,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income		645,927,000
LESS: Allowance for loan and lease losses		8,262,000
Loans and leases, net of unearned Income and allowance		637,665,000
Trading assets		182,992,000
Premises and fixed assets (including capitalized leases)		5,702,000
Other real estate owned		440,000
Investments in unconsolidated subsidiaries and associated companies		4,052,000
Intangible assets: Goodwill		18,805,000
Intangible assets: Other intangible assets		12,052,000
Other assets		65,092,000
TOTAL ASSETS	$	1,233,325,000
LIABILITIES
Deposits: In domestic offices	$	214,708,000
Noninterest- bearing		38,524,000
Interest- bearing		176,184,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		558,753,000
Noninterest- bearing		39,424,000
Interest- bearing		519,329,000
Federal Funds purchased and securities sold under Agreements to repurchase:
Federal funds purchased in domestic Offices		12,396,000
Securities sold under agreements to repurchase:		15,501,000
Fee
Trading liabilities		64,653,000

	Thousands of dollars
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):		196,066,000
Subordinated notes and debentures		27,150,000
Other liabilities		51,711,000
TOTAL LIABILITIES	$	1,140,938,000
Minority interest in consolidated Subsidiaries		1,175,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		751,000
Surplus		55,607,000
Retained Earnings		36,501,000
Accumulated net gains (losses) on cash flow hedges		–1,647,000
Other equity capital components		0
TOTAL EQUITY CAPITAL	$	91,212,000
TOTAL LIABILITIES AND EQUITY CAPITAL	$	1,233,325,000

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

CARY CRITTENDEN

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

ALAN MACDONALD
KEVIN KESSINGER
DAVID BUSHNELL
DIRECTORS

EX-25.2

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 (Address of principal executive office)	10043 (Zip Code)

U.S. BANCORP

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 41-0255900
(I.R.S. employer
identification no.)

800 Nicollet Mall
Minneapolis, MN
(Address of principal executive offices) 55402
(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			New York, NY
33 Liberty Street
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, 2007 — 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 16^th day of April 2008.

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

     Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on September 30, 2007, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.

	Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	28,601,000
Interest-bearing balances		46,826,000
Held-to-maturity securities		1,000
Available-for-sale securities		171,748,000
Federal funds sold in domestic Offices		1,024,000
Federal funds sold and securities purchased under agreements to resell		17,791,000
Loans and leases held for sale		40,534,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income		645,927,000
LESS: Allowance for loan and lease losses		8,262,000
Loans and leases, net of unearned Income and allowance		637,665,000
Trading assets		182,992,000
Premises and fixed assets (including capitalized leases)		5,702,000
Other real estate owned		440,000
Investments in unconsolidated subsidiaries and associated companies		4,052,000
Intangible assets: Goodwill		18,805,000
Intangible assets: Other intangible assets		12,052,000
Other assets		65,092,000
TOTAL ASSETS	$	1,233,325,000
LIABILITIES
Deposits: In domestic offices	$	214,708,000
Noninterest- bearing		38,524,000
Interest- bearing		176,184,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		558,753,000
Noninterest- bearing		39,424,000
Interest- bearing		519,329,000
Federal Funds purchased and securities sold under Agreements to repurchase:
Federal funds purchased in domestic Offices		12,396,000
Securities sold under agreements to repurchase:		15,501,000
Fee
Trading liabilities		64,653,000

	Thousands of dollars
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):		196,066,000
Subordinated notes and debentures		27,150,000
Other liabilities		51,711,000
TOTAL LIABILITIES	$	1,140,938,000
Minority interest in consolidated Subsidiaries		1,175,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		751,000
Surplus		55,607,000
Retained Earnings		36,501,000
Accumulated net gains (losses) on cash flow hedges		–1,647,000
Other equity capital components		0
TOTAL EQUITY CAPITAL	$	91,212,000
TOTAL LIABILITIES AND EQUITY CAPITAL	$	1,233,325,000

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

CARY CRITTENDEN

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

ALAN MACDONALD
KEVIN KESSINGER
DAVID BUSHNELL
DIRECTORS