S-3

As filed with the Securities and Exchange Commission on September 16, 2005

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

(Exact name of registrant 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, Minnesota 55402-4302
(651) 466-3000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Lee R. Mitau, Esq.
800 Nicollet Mall
Minneapolis, Minnesota 55402-4302
(651) 466-3000
(Address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

James J. Barresi, Esq.
Squire, Sanders & Dempsey L.L.P.
312 Walnut Street, Suite 3500
Cincinnati, Ohio 45202-4036
(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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the box.o

CALCULATION OF REGISTRATION FEE (1)

			Proposed Maximum		Proposed Maximum
Title of each Class of	Amount to be		Offering Price		Aggregate Offering		Amount of
Securities to be Registered	Registered		Per Unit		Price (1)		Registration Fee
Floating Rate Convertible Senior Debentures due 2035		$2,500,000,000		100.0%		$2,500,000,000		$294,250
Common Stock, par value $0.01 per share		69,329,000 (2)		(2)		(2)		(3)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) under the Securities Act, exclusive of accrued interest, if any.
(2)	The number of shares of Common Stock registered hereunder is based upon the maximum number of shares of Common Stock that are issuable upon conversion of the Debentures at the initial conversion rate of 27.7316 shares of Common Stock per $1,000 original principal amount of Debentures. Pursuant to Rule 416 under the Securities Act, such number of shares of Common Stock registered hereby shall include an indeterminate number of shares of Common Stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event.
(3)	Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the shares of Common Stock issuable upon conversion of the Debentures because no additional consideration will be received by the registrant in connection with the exercise of the conversion privilege.

     The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Information in this prospectus is not complete and may be changed. These securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer and sale is not permitted.

Subject to completion, dated September 16, 2005

Prospectus

$2,500,000,000

Floating Rate Convertible Senior Debentures due 2035

U.S. Bancorp issued the debentures in a private placement on August 17, 2005 at an issue price of $1,000 per debenture. The initial purchaser resold the debentures to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended. This prospectus will be used by the selling securityholders from time to time to resell their debentures and any common stock issuable upon conversion of their debentures. The debentures bear interest at an annual rate equal to 3-month LIBOR, reset quarterly, minus 1.68%, initially 2.11%; provided that such rate will never be less than 0% per annum. Interest will be payable quarterly in arrears on February 21, May 21, August 21 and November 21 of each year, beginning November 21, 2005, until August 21, 2026. After that date, we will not pay interest on the debentures prior to maturity. Instead, on August 21, 2035, the maturity date of the debentures, or any earlier redemption date, purchase date or change in control purchase date, a holder will receive the accreted principal amount of a debenture, which will be equal to the original principal amount of $1,000 per debenture, increased daily by a variable yield beginning on August 21, 2026. The yield will be reset quarterly to a rate of 3-month LIBOR minus 1.68% per annum; provided that such yield will never be less than 0% per annum. The debentures are unsecured and unsubordinated obligations of U.S. Bancorp and rank equally with all of our other unsecured and unsubordinated indebtedness.

Holders may convert their debentures into a number of shares of our common stock determined as set forth in this prospectus, which we refer to as the conversion rate. Upon conversion, we will have the right to deliver, in lieu of shares of our common stock, cash or a combination of cash and shares of our common stock in an amount described in this prospectus. The conversion rate is initially 27.7316, subject to adjustment as described in this prospectus.

Holders may require us to purchase for cash all or a portion of their debentures on August 21, 2006, 2007, 2010, 2015, 2020, 2025 and 2030 at 100% of the accreted principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase, if any. In addition, upon a change in control of U.S. Bancorp, as defined in the indenture governing the debentures, each holder may require us to purchase for cash all or a portion of such holder’s debentures at 100% of the accreted principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase, if any.

We may redeem for cash all or a portion of the debentures at any time on or after August 21, 2006 at a price of 100% of the accreted principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase, if any.

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

Investing in the debentures involves risks. See “Risk Factors” beginning on page 5.

We will not receive any of the proceeds from the sale of the debentures or the shares of common stock by any of the selling securityholders. The debentures and the shares of common stock may be offered in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. In addition, the shares of common stock may be offered from time to time through ordinary brokerage transactions on the New York Stock Exchange. See “Plan of Distribution.” The selling securityholders may be deemed to be “Underwriters” as defined in the Securities Act of 1933, as amended, or “Securities Act.” If any broker-dealers are used by the selling securityholders, any commissions paid to broker-dealers and, if broker-dealers purchase any debentures or common stock as principals, any profits received by these broker-dealers on the resale of the debentures or shares of common stock, may be deemed to be underwriting discounts or commissions under the Securities Act. In addition, any profits realized by the selling securityholders may be deemed to be underwriting commissions.

The debentures are not deposits or other obligations of a depository institution and are not insured by the Federal Deposit Insurance Corporation, The Bank Insurance Fund or any other governmental agency.

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

The date of this prospectus is           , 2005.

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION	ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
SUMMARY		1
RISK FACTORS		5
USE OF PROCEEDS		8
RATIO OF EARNINGS TO FIXED CHARGES		8
DESCRIPTION OF DEBENTURES		9
DESCRIPTION OF CAPITAL STOCK		24
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		27
SELLING SECURITYHOLDERS		34
PLAN OF DISTRIBUTION		36
LEGAL MATTERS		38
EXPERTS		38
Indenture
Registration Rights Agreement
Opinion and Consent of Squire, Sanders & Dempsey L.L.P.
Consent of Ernst & Young LLP
Consent of PricewaterhouseCoopers LLP
Power of Attorney
Statement of Eligibility on Form T-1

     We are not, and the selling securityholders are not, making an offer to sell the debentures in any jurisdiction except where an offer or sale is permitted.

     This prospectus summarizes certain documents and other information in a manner we believe to be accurate, but we refer you to the actual documents summarized herein for a more complete understanding of what we discuss in this prospectus. In making an investment decision, you must rely on your own examination of us and the terms of the offering and the debentures, including the merits and risks involved.

     We are not, and the selling securityholders are not, making any representation to any purchaser of the debentures regarding the legality of an investment in the debentures by the purchaser under any legal investment or similar laws or regulations. You should not consider any information contained or incorporated by reference in this prospectus to be legal, business or tax advice. You should consult your own attorney, accountant, business advisor and tax advisor for legal, tax, business and financial advice regarding an investment in the debentures.

     You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the selling securityholders have not, authorized any person to provide you with different information or to make any representation not contained in, or incorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume the information contained in this prospectus is accurate after the date on the front cover of this prospectus or that the information contained in documents incorporated by reference is accurate after the respective dates of the filing of such incorporated documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

     The selling securityholders reserve the right to withdraw this offering of the debentures at any time. The selling securityholders also reserve the right to reject any offer to purchase some or all of the debentures for any reason and to allot to any prospective investor less than the full amount of debentures sought by the investor.

     You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must obtain any consent, approval or permission required by you for the purchase, offer or sale of the debentures under the laws and regulations in force in the jurisdiction to which you are subject or in which you make your purchase, offer or sale, and neither we nor the initial purchaser will have any responsibility therefor.

 i

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special 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., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website 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 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 (the “Exchange Act”), until this offering is completed:

• Annual Report on Form 10-K for the year ended December 31, 2004; and

• Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005; and

• Current Reports on Form 8-K filed on January 18, March 9 (two reports, one of which was on Form 8-K/A), March 21, April 19, May 16, June 15, June 22, June 27, July 19, and August 15, 2005; and

• the description of our common stock contained in Item 1 of the registration statement on Form 8-A dated March 19, 1984, as amended in its entirety by that Form 8 Amendment dated February 26, 1993 and that Form 8-A/A-2 dated October 6, 1994, and 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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus, including documents incorporated by reference by this prospectus, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These statements often include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions.

     These forward-looking statements cover, among other things, our anticipated future revenue and expenses and our future prospects. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including but not limited to the following, in addition to those contained in our reports on file with the SEC:

• general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for credit losses, or a reduced demand for credit or fee-based products and services;

• changes in the domestic interest rate environment could reduce net interest income and could increase credit losses;

 ii

• inflation, changes in securities market conditions and monetary fluctuations could adversely affect the value or credit quality of our assets, or the availability and terms of funding necessary to meet our liquidity needs;

• changes in the extensive laws, regulations and policies governing financial services companies could alter our business environment or affect operations;

• the potential need to adapt to industry changes in information technology systems, on which we are highly dependent, could present operational issues or require significant capital spending;

• competitive pressures could intensify and affect our profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments or bank regulatory reform;

• changes in consumer spending and savings habits could adversely affect our results of operations;

• changes in the financial performance and condition of our borrowers could negatively affect repayment of such borrowers’ loans;

• acquisitions may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated, or may result in unforeseen integration difficulties;

• capital investments in our businesses may not produce expected growth in earnings anticipated at the time of the expenditure; and

• acts or threats of terrorism, and/or political and military actions taken by the U.S. or other governments in response to acts or threats of terrorism or otherwise could adversely affect general economic or industry conditions.

     Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

 iii

SUMMARY

     The following summary highlights selected information contained elsewhere in this prospectus and certain documents incorporated by reference herein. You should read this entire prospectus and the documents we have incorporated by reference into this prospectus, including the section entitled “Risk Factors” and our financial statements and the notes thereto incorporated by reference in this prospectus, before making an investment decision. The terms “we,” “our,” and “us,” as used in this prospectus, refer to U.S. Bancorp and its majority owned subsidiaries as a combined entity, except where otherwise stated or where it is clear that the terms mean only U.S. Bancorp.

U.S. Bancorp

     U.S. Bancorp is a multi-state financial services holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp was incorporated in Delaware in 1929 and operates as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. U.S. Bancorp provides a full range of financial services, including lending and depository services, cash management, foreign exchange and trust and investment management services. It also engages in credit card services, merchant and automated teller machine processing, mortgage banking, insurance, brokerage and leasing services. U.S. Bancorp is the parent company of U.S. Bank.

     U.S. Bancorp’s common stock is traded on the New York Stock Exchange under the ticker symbol “USB.” U.S. Bancorp’s principal executive offices are located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402. Our telephone number is (651) 466-3000.

The Offering

Debentures	$2,500,000,000 aggregate original principal amount of Floating Rate Convertible Senior Debentures due 2035. The original principal amount per debenture is $1,000.
Maturity	August 21, 2035.
Payment at Maturity	On August 21, 2035, the maturity date of the debentures, or any earlier redemption date, purchase date or change in control purchase date, a holder will receive the accreted principal amount per debenture, which will be equal to the original principal amount of $1,000 per debenture increased daily by a variable yield, which until August 20, 2026 will be 0% per annum and beginning on August 21, 2026 will be reset quarterly to a rate of 3-month LIBOR minus 1.68% per annum; provided that such yield will never be less than 0% per annum.
Interest	The debentures bear interest at an annual rate equal to 3-month LIBOR, reset quarterly, minus 1.68%, initially 2.11%; provided that such rate will never be less than 0% per annum. Interest will be payable quarterly in arrears on February 21, May 21, August 21 and November 21 of each year, beginning November 21, 2005, until August 21, 2026. After that date, we will not pay interest on the debentures prior to maturity.
Tax Original Issue Discount	Because cash interest is not payable throughout the term of the debentures, the debentures will be considered issued with original issue discount for U.S. federal income tax purposes. Accordingly, U.S. holders (as defined herein) generally will be required to include such original issue discount in their gross income for U.S. federal income tax purposes, regardless of the timing of receipt of the related cash payments. See “Material United States Federal Income Tax Considerations.”
Conversion Rights	A holder may convert its debentures at any time on or prior to the maturity date. If a holder surrenders its debentures for conversion, it will receive, in respect of each $1,000 original principal amount of debentures surrendered for conversion,

• cash in an amount equal to the lesser of (1) the accreted principal amount of such debenture as of the conversion date and (2) the Conversion Value (as defined below), and

• if the Conversion Value is greater than the accreted principal amount of such debenture as of the conversion date, a number of shares of our common stock equal to the sum of the Daily Share Amounts (as defined below) for each of the ten consecutive trading days in the applicable Conversion Reference Period (as defined below), subject to our right to deliver cash in lieu of all or a portion of such shares and provided that we will pay cash in lieu of fractional shares otherwise issuable upon conversion of such debenture.

2

The “Conversion Value” means the average of the Daily Conversion Values (as defined below) for each of the ten consecutive trading days of the applicable Conversion Reference Period (as defined below).

The “Daily Conversion Value” means, with respect to any trading day, the product of (1) the applicable Conversion Rate (as defined below) and (2) the closing sale price of our common stock on such trading day.

The “Conversion Reference Period” means:

• for debentures that are converted after we have specified a redemption date, the ten consecutive trading days beginning on the third trading day following the redemption date (in the case of a partial redemption, this will apply only to those debentures that are subject to redemption); and

• in all other instances, the ten consecutive trading days beginning on the third trading day following the conversion date.

The “Daily Share Amount” means, for each trading day of the applicable Conversion Reference Period, a number of shares determined by the following formula:

(Closing Sale Price on Such Trading Day * Applicable Conversion Rate) – the Accreted Principal Amount of the Debenture on

the Conversion Date

Closing Sale Price on Such Trading Day * 10

The “Conversion Rate” is initially 27.7316, subject to adjustment as described under “Description of Debentures—Conversion Rights—Conversion Rate Adjustments.”

The “Conversion Price” is a dollar amount (initially $36.06) derived by dividing the accreted principal amount (which will be $1,000 until August 21, 2026) by the Conversion Rate.

We will have the option to deliver cash in lieu of all or any portion of the shares of common stock, if any, deliverable upon conversion.

Upon conversion, a holder will not receive any cash payment representing accrued interest (unless such debenture or portion thereof is converted after a record date but prior to the next succeeding interest payment date or the debenture has been called for redemption on a redemption date that occurs between a regular record date and the interest payment date to which it relates). Instead, interest will be deemed paid by the delivery to the holder of the cash and common stock, if any, into which such holder’s debentures are convertible, together with any cash payment for fractional shares. See “Description of Debentures—Conversion Rights.”

3

Ranking	The debentures are our unsecured and unsubordinated obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The debentures are structurally subordinated to the liabilities of our subsidiaries, including but not limited to deposits and trade payables.
Sinking Fund	None.
Redemption of Debentures at Our Option	We may redeem for cash all or a portion of the debentures at any time on or after August 21, 2006 at a price equal to 100% of the accreted principal amount of the debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if any.
Purchase of Debentures by Us at the    Option of Holder	Holders may require us to purchase all or a portion of their debentures on August 21, 2006, 2007, 2010, 2015, 2020, 2025 and 2030 for cash at a price equal to 100% of the accreted principal amount of the debentures to be purchased, plus accrued and unpaid interest to, but excluding, such purchase date, if any. See “Description of Debentures—Purchase of Debentures by Us at the Option of the Holder.”
Change in Control	Upon a change in control (as defined in the indenture governing the debentures) of U.S. Bancorp, each holder may require us to purchase all or a portion of such holder’s debentures for cash at a price equal to 100% of the accreted principal amount of the debentures to be purchased, plus accrued and unpaid interest to, but excluding, the date of purchase, if any. See “Description of Debentures—Change in Control Permits Purchase of Debentures by Us at the Option of the Holder.”
Use of Proceeds	We will not receive any proceeds from the sale by selling securityholders of the debentures or the shares of common stock issuable upon conversion of the debentures.
DTC Eligibility	The debentures were issued in book-entry form and are represented by one or more permanent global certificates deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company, or DTC, in New York, New York. Beneficial interests in any such securities are shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants. Any such interest may not be exchanged for certificated securities, except in limited circumstances. See “Description of Debentures—Book-Entry System.”
NYSE Symbol for Our Common Stock	“USB”

You should refer to the section “Risk Factors” for an explanation of some risks of investing in the debentures.

4

RISK FACTORS

     Your investment in the debentures will involve certain risks. You should carefully consider the following factors in addition to the other information included or incorporated by reference in this prospectus before making an investment in the debentures.

     No public market exists for the debentures

     The debentures are a new issue of securities for which there is currently no public market. We do not intend to list the debentures on any national securities exchange or automated quotation system. We cannot assure you that an active or sustained trading market for the debentures will develop or that the holders will be able to sell their debentures. Although the initial purchaser informed us that it intends to make a market in the debentures, the initial purchaser may cease its market-making at any time.

     Moreover, even if the holders are able to sell their debentures, we cannot assure you as to the price at which any sales will be made. Future trading prices of the debentures will depend on many factors, including, among other things, prevailing interest rates, our operating results, the price of our common stock and the market for similar securities. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the debentures will be subject to disruptions which may have a negative effect on the holders of the debentures, regardless of our prospects or financial performance.

     The price of our common stock, and therefore of the debentures, may fluctuate significantly, which may make it difficult for you to resell the debentures, or common stock issuable upon conversion of the debentures, when you want or at prices you find attractive.

     The price of our common stock on the New York Stock Exchange constantly changes. We expect that the market price of our common stock will continue to fluctuate. Because the debentures are convertible into our common stock, volatility or depressed prices for our common stock could have a similar effect on the trading price of the debentures. Holders who have received common stock upon conversion will also be subject to the risk of volatility and depressed prices.

     Our stock price can fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include:

• actual or anticipated variations in our quarterly operating results;

• recommendations by securities analysts;

• new technology used, or services offered, by our competitors;

• significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors;

• failure to integrate our acquisitions or realize anticipated benefits from our acquisitions;

• operating and stock price performance of other companies that investors deem comparable to us;

• news reports relating to trends, concerns and other issues in the financial services industry;

• changes in government regulations; and

• geopolitical conditions such as acts or threats of terrorism or military conflicts.

5

General market fluctuations, industry factors and general economic and political conditions and events, such as terrorist attacks, economic slowdowns or recessions, interest rate changes, credit loss trends or currency fluctuations, also could cause our stock price to decrease regardless of our operating results.

     In addition, the stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of our common stock.

     The yield on the debentures cannot be determined at this time and may be lower than the yield on a standard debt security of comparable maturity and may be zero.

     The yield on the debentures is based on 3-month LIBOR, which is the London Interbank Offered Rate, minus 1.68% and was initially 2.11% at August 15, 2005, when 3-month LIBOR was 3.79% per annum. The yield on the debentures will be reset every three months. If LIBOR is at or below 1.68% per annum at the start of any three-month period before August 21, 2026, no interest will accrue on the debenture for such three-month period. If LIBOR is at or below 1.68% per annum at the start of any three-month period on or after August 21, 2026, the principal amount of the debenture will not increase during that period. Therefore, the accreted principal amount of a debenture at maturity cannot be determined at this time and there can be no assurance that we will pay more than $1,000 on the maturity date.

     The amount we pay holders may be less than the return the holders could earn on other investments. The holder’s yield may be less than the yield a holder would earn if it bought a standard senior debt security of U.S. Bancorp with the same stated maturity date. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.

     The conversion rate may not be adjusted for all dilutive events that may occur.

     The conversion rate is subject to adjustment for certain events including, but not limited to, the issuance of stock dividends above the dividend threshold amount on our common stock, the issuance of certain rights or warrants, subdivisions or combinations of our common stock, certain distributions of assets, debt securities, capital stock or cash to holders of our common stock and certain issuer tender or exchange offers as described under “Description of Debentures—Conversion Rights—Conversion Rate Adjustments.” The conversion rate will not be adjusted for other events, such as an issuance of common stock for cash or a third-party tender offer (including cash tender offers), that may adversely affect the trading price of the debentures or the common stock. There can be no assurance that an event that adversely affects the value of the debentures, but does not result in an adjustment to the conversion rate, will not occur.

     The issuance of common stock, if any, upon conversion of the debentures will dilute the ownership interest of existing shareholders.

     If we are required to issue common stock upon conversion of the debentures, such issuance will dilute the ownership interests of existing shareholders. Any sales in the public market of such common stock could adversely affect prevailing market prices of our common stock. In addition, the existence of the debentures may encourage short selling by market participants because the conversion of the debentures could depress the price of our common stock.

     If you hold debentures, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

     If you hold debentures, you will not be entitled to any rights with respect to our common stock, including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock, but you will be subject to all changes affecting the common stock. You will have rights with respect to our common stock only if and when we deliver shares of common stock to you upon conversion of your debentures and, in limited cases, under the conversion rate adjustments applicable to the debentures. For example, in the event that an amendment is proposed to our certificate of incorporation or bylaws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to delivery of

6

common stock to you, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

     The trading prices for the debentures will be directly affected by the trading prices for our common stock, which is impossible to predict.

     The price of our common stock could be affected by possible sales of our common stock by investors who view the debentures as a more attractive means of equity participation in U.S. Bancorp and by hedging or arbitrage trading activity that may develop involving the common stock. The arbitrage could, in turn, affect the trading prices of the debentures.

     The U.S. federal income tax consequences of the conversion of the debentures into cash and common stock are unclear.

     The U.S. federal income tax consequences of the conversion of debentures are unclear. The conversion of debentures into common stock and cash may be treated as in part a conversion into stock and in part a payment in redemption of a portion of the debentures. Alternatively, the conversion of debentures may be treated in its entirety as a recapitalization. In either event, U.S. holders who convert their debentures may be subject to tax on a portion of the converted debentures. See “Material United States Federal Income Tax Considerations—U.S. Holders—Conversion of Debentures into Cash and Common Stock” for more information.

     The debentures are structurally subordinated to debt of our subsidiaries.

     The debentures are our obligations but our assets consist primarily of equity in our subsidiaries and, as a result, our ability to make payments on the debentures depends on our receipt of dividends, loan payments and other funds from our subsidiaries.

     The debentures are not obligations of our subsidiaries, and our subsidiaries have no obligation to pay any amounts due on the debentures. All amounts due on the debentures are structurally subordinated to all obligations and liabilities of our subsidiaries. The indenture relating to the debentures does not limit our ability or the ability of our subsidiaries to issue or incur additional debt or preferred stock.

     We may not have the ability to raise the funds necessary to finance the purchase of the debentures if required by holders pursuant to the indenture or to settle any debentures that are converted.

     Upon the occurrence of certain specific kinds of change in control events, holders may require us to purchase for cash any or all outstanding debentures. Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “change in control” under the debentures. See “Description of Debentures—Change in Control Permits Purchase of Debentures by Us at the Option of the Holder.” In addition, holders may require us to purchase for cash all outstanding debentures on August 21, 2006, 2007, 2010, 2015, 2020, 2025 and 2030. Furthermore, we are required to settle any debentures that are submitted for conversion in whole or in part for cash. However, it is possible that we will not have sufficient funds available at any such time to make the required repurchase of debentures or cash settlement of conversions and restrictions in our other indebtedness outstanding in the future may not allow any such repurchase or cash settlement.

     Certain provisions in our certificate of incorporation and bylaws may deter potential acquirors and may depress our stock price.

     Our certificate of incorporation and bylaws contain provisions that could have the effect of discouraging unwanted or hostile takeover attempts that are not approved by the U.S. Bancorp board. See “Description of Capital Stock.”

7

USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling securityholders of the debentures or the shares of common stock issuable upon conversion of the debentures.

RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of earnings to fixed charges for each of the periods indicated is as follows:

	Six Months
	Ended June 30	Year Ended December 31
	2005	2004	2003	2002	2001	2000
Ratio	3.07	3.88	3.64	2.79	1.50	1.69

     For the purpose of computing the ratios of earnings to fixed charges, earnings consist of consolidated income from continuing operations before provision for income taxes, minority interest and fixed charges, and fixed charges consist of interest expense, amortization of debt issuance costs and the portion of rental expense deemed to represent interest.

8

DESCRIPTION OF DEBENTURES

     We issued the debentures on August 17, 2005 under a senior indenture, dated August 17, 2005, between us and Wachovia Bank of Delaware, National Association, as trustee.

     The following summary does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, all of the provisions of the debentures and the indenture. We urge you to read the indenture and the form of the debentures, which you may obtain from us upon request, because they and not this description define your rights in respect of the debentures. As used in this description, all references to “U.S. Bancorp,” “we,” “us” or “our” mean U.S. Bancorp, excluding, unless otherwise expressly stated or the context otherwise requires, any of its subsidiaries.

General

     The debentures are limited to $2,500,000,000 aggregate original principal amount and were issued only in registered form without coupons in denominations of $1,000 original principal amount and any integral multiple of $1,000 above that amount. We use the term “debenture” in this prospectus to refer to each $1,000 original principal amount of debentures. The debentures will mature on August 21, 2035. On the maturity date of the debentures, or any earlier redemption date, purchase date or change in control purchase date, a holder will receive the accreted principal amount of a debenture. The accreted principal amount will equal the original principal amount of $1,000 per debenture increased by a variable yield, which until August 20, 2026 will be 0% per annum and commencing on August 21, 2026 will be reset quarterly to a rate of 3-month LIBOR minus 1.68% per annum; provided that such yield will never be less than 0% per annum. The principal amount of the debentures will accrete daily beginning August 21, 2026 at the applicable yield. The rate of accretion will be applied to the accreted principal amount per debenture as of the day preceding the most recent yield reset date. LIBOR reset dates will be each February 21, May 21, August 21 and November 21, commencing on August 21, 2026. The yield will be calculated using the actual number of days elapsed between the LIBOR reset dates divided by 360.

     The debentures bear interest at an annual rate equal to 3-month LIBOR, reset quarterly, minus 1.68% (initially 2.11%) on the original principal amount from August 17, 2005, or from the most recent date to which interest has been paid or provided for, until August 21, 2026. In no event shall such rate be less than 0% per annum. During such period interest will be payable quarterly in arrears on February 21, May 21, August 21 and November 21 of each year, beginning November 21, 2005, to the person in whose name a debenture is registered at the close of business on the February 1, May 1, August 1 and November 1, as the case may be, immediately preceding the relevant interest payment date. Each payment of interest will include interest accrued for the period, which we refer to as an interest period, commencing on and including the immediately preceding interest payment date (or, if none, August 17, 2005) to, but excluding the applicable interest payment date or purchase date or change in control purchase date, as the case may be. Interest on the debentures will be computed using the actual number of days elapsed between the LIBOR reset dates divided by 360.

     If any interest payment date (other than an interest payment date coinciding with the maturity date or earlier redemption date or purchase date) of a debenture falls on a day that is not a business day, such interest payment date will be postponed to the next succeeding business day, provided that, if such business day falls in the next succeeding calendar month, the interest payment date will be brought forward to the immediately preceding business day. If the maturity date, redemption date or purchase date of a debenture would fall on a day that is not a business day, the required payment of interest, if any, and principal will be made on the next succeeding business day and no interest on such payment will accrue for the period from and after the maturity date, redemption date or purchase date to such next succeeding business day. The term “business day” means, with respect to any debenture, any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close, provided such day is also a London banking day. The term London banking day is defined below under “—3-month LIBOR.”

     The debentures are redeemable prior to maturity only on or after August 21, 2006 and as described below under “—Redemption of Debentures at Our Option,” “—Purchase of Debentures by Us at the Option of the Holder” and “—Change in Control Permits Purchase of Debentures by Us at the Option of the Holder,” and do not have the benefit of a sinking fund. Principal of and interest on the debentures will be payable at the office of the paying

9

agent, which initially will be an office or agency of the trustee, or an office or agency maintained for such purpose, in the Borough of Manhattan, The City of New York. The debentures may be presented for conversion at the office of the conversion agent, and for registration of transfer or exchange at the office of the registrar, each such agent initially being the trustee. No service charge will be made for any registration of transfer or exchange of debentures, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Maturity, conversion, purchase by us at the option of a holder or redemption of a debenture will cause interest to cease to accrue on such debenture. We may not reissue a debenture that has matured or been converted, purchased by us at the option of a holder, redeemed or otherwise cancelled, except for registration of transfer, exchange or replacement of such debenture.

3-month LIBOR

     Prior to August 21, 2026, the annual rate of interest payable on the debentures will be reset on the first day of each interest period for the debentures. Beginning on August 21, 2026, the yield on the debentures will be reset on each February 21, May 21, August 21 and November 21, which we call the LIBOR reset date. If any LIBOR reset date would otherwise be a day that is not a business day, that LIBOR reset date will be postponed to the next succeeding business day, except if that business day falls in the next succeeding calendar month, in which case that LIBOR reset date will be the immediately preceding business day.

     The trustee will determine 3-month LIBOR on the second London banking day preceding the related LIBOR reset date, which we refer to as the LIBOR determination date.

“3-month LIBOR” means:

• the rate for three-month deposits in United States dollars commencing on the related LIBOR reset date, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the LIBOR determination date; or

• if no rate appears on the particular LIBOR determination date on the Moneyline Telerate Page 3750, the rate calculated by the trustee as the arithmetic mean of at least two offered quotations obtained by the trustee after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the trustee with its offered quotation for deposits in United States dollars for the period of three months, commencing on the related LIBOR reset date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that LIBOR determination date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

• if fewer than two offered quotations referred to in the preceding bullet are provided as requested, the rate calculated by the trustee as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York time, on the particular LIBOR determination date by three major banks in The City of New York selected by the trustee for loans in United States dollars to leading European banks for a period of three months and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

• if the banks so selected by the trustee are not quoting as mentioned in the preceding bullet, 3-month LIBOR in effect on the particular LIBOR determination date.

     “Moneyline Telerate Page 3750” means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for United States dollars.

     “London banking day” means a day on which commercial banks are open for business, including dealings in United States dollars, in London.

10

Ranking of Debentures

     The debentures are unsecured and unsubordinated obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The debentures are structurally subordinated to the indebtedness and liabilities of our subsidiaries, including but not limited to deposits and trade payables.

Conversion Rights

     A holder may convert its debentures at any time on or prior to the maturity date. If a holder surrenders its debentures for conversion, such holder will receive, in respect of each $1,000 original principal amount of debentures surrendered for conversion,

• cash in an amount equal to the lesser of (1) the accreted principal amount of such debenture as of the conversion date and (2) the Conversion Value (as defined below); and

• if the Conversion Value is greater than the accreted principal amount of such debenture as of the conversion date, a number of shares of our common stock equal to the sum of the Daily Share Amounts (as defined below) for each of the ten consecutive trading days in the applicable Conversion Reference Period (as defined below), subject to our right to deliver cash in lieu of all or a portion of such shares as described below.

     The “Conversion Value” means the average of the Daily Conversion Values (as defined below) for each of the ten consecutive trading days of the applicable Conversion Reference Period (as defined below).

     The “Daily Conversion Value” means, with respect to any trading day, the product of (1) the applicable Conversion Rate and (2) the closing sale price of our common stock on such trading day.

     The “Conversion Reference Period” means:

• for debentures that are converted after we have specified a redemption date, the ten consecutive trading days beginning on the third trading day following the redemption date (in the case of a partial redemption, this will apply only to those debentures that are subject to redemption); and

• in all other instances, the ten consecutive trading days beginning on the third trading day following the conversion date.

     The “Daily Share Amount” means, for each trading day of the applicable Conversion Reference Period, a number of shares determined by the following formula:

(Closing Sale Price on Such Trading Day * Applicable Conversion Rate) – the Accreted Principal Amount of the Debenture on

the Conversion Date                                         

Closing Sale Price on Such Trading Day * 10

     The “Conversion Rate” is initially 27.7316, subject to adjustment as described under “Description of Debentures—Conversion Rights—Conversion Rate Adjustments.”

     The “Conversion Price” is a dollar amount (initially $36.06) derived by dividing the accreted principal amount (which will be $1,000 until August 21, 2026) by the Conversion Rate.

     “Trading day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if our common stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which our common stock is then listed or, if our common stock is not listed on a national or regional securities exchange, on the National Association of Securities Dealers Automated Quotation System or, if our common stock is not quoted on the National Association of Securities Dealers Automated Quotation System, on the principal other market on which our common stock is then traded.

11

     The “closing sale price” of our common stock on any date means 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 such date as reported in composite transactions for the principal United States securities exchange on which the common stock is traded or, if the common stock is not listed on a United States national or regional securities exchange, as reported by the National Association of Securities Dealers Automated Quotation System.

     On any day prior to the first trading day of the applicable Conversion Reference Period, we may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If we elect to specify a Cash Percentage, the amount of cash that we will deliver in respect of each trading day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such trading day and (3) the closing sale price of our common stock for such trading day. The number of shares deliverable in respect of each trading day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If we do not specify a Cash Percentage by the start of the applicable Conversion Reference Period, we must settle 100% of the Daily Share Amount for each trading day in the applicable Conversion Reference Period with shares of our common stock; provided, however, that we will pay cash in lieu of fractional shares otherwise issuable upon conversion of such debenture.

     Upon conversion of debentures, a holder will not receive any cash payment of interest (unless such debentures or portions thereof have been called for redemption on a redemption date that occurs between a regular record date and the interest payment date to which it relates). Our delivery to the holder of the cash and common stock, if any, into which such holder’s debentures are convertible, together with any cash payment for fractional shares will be deemed to satisfy:

• our obligation to pay the accreted principal amount of the debenture and

• our obligation to pay accrued but unpaid interest, if any, attributable to the period from the most recent interest payment date through the conversion date.

     As a result, accretion of the principal amount of the debenture and unpaid interest, if any, through the conversion date are deemed to be paid in full rather than cancelled, extinguished or forfeited.

     Notwithstanding the above, if debentures are converted after a record date but prior to the next succeeding interest payment date, holders of such debentures at the close of business on the record date will receive the interest payable on such debentures on the corresponding interest payment date notwithstanding the conversion. Such debentures, upon surrender for conversion, must be accompanied by funds equal to the amount of interest payable on the debentures so converted, unless we have specified a redemption date or a change in control repurchase date that occurs after a regular record date on or prior to the interest payment date to which it relates, in which case no such payment shall be required.

     The amount of cash due to a holder upon conversion, together with a certificate for the number of shares, if any, then due and any cash payment for fractional shares, will be delivered through the conversion agent as soon as practicable following the end of the applicable Conversion Reference Period. For a discussion of the tax treatment of a holder receiving shares of common stock upon conversion, see “Material United States Federal Income Tax Considerations—Sale, Exchange, Conversion or Redemption.”

     To convert a debenture into cash and shares of common stock, a holder must:

• complete and manually sign the conversion notice on the back of the debenture or complete and manually sign a facsimile of the conversion notice and deliver the conversion notice to the conversion agent;

• surrender the debenture to the conversion agent;

12

• if required by the conversion agent, furnish appropriate endorsements and transfer documents; and

• if required, pay all transfer or similar taxes.

     Pursuant to the indenture, the date on which all of the foregoing requirements have been satisfied is the conversion date.

Conversion Rate Adjustments. The Conversion Rate will be adjusted if we:

• issue shares of our common stock as a dividend or a distribution with respect to the outstanding shares of our common stock;

• effect subdivisions, combinations, recapitalizations or reclassifications of our common stock;

• issue rights or warrants to all holders of our common stock entitling them to subscribe for or purchase shares of our common stock at a price less than the then current market price of our common stock;

• pay dividends or other distributions to all holders of our common stock of shares of our capital stock or evidences of our indebtedness or our assets (including securities and shares of stock of our subsidiaries, but excluding (1) those dividends and distributions and rights and warrants referred to above or (2) distributions and dividends paid exclusively in cash referred to in the following bullet);

• pay dividends or other distributions consisting exclusively of cash to all holders of our common stock, excluding: (A) any cash that is distributed as part of a distribution referred to in the preceding bullet and (B) any quarterly cash dividend on our common stock to the extent that such quarterly cash dividend per share of our common stock in any quarter does not exceed $0.30 (the “current dividend amount”); the current dividend amount is also subject to adjustment on a basis inversely proportional to the Conversion Rate, provided that no adjustment will be made to the current dividend amount in respect of any cash dividend or other distribution that results in an adjustment to the Conversion Rate pursuant to this clause; and

• purchase shares of our common stock pursuant to a tender offer or exchange offer made by us or any of our subsidiaries to the extent that the cash and fair market value of any other consideration included in the payment per share for our common stock exceeds the closing sale price per share of our common stock on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.

     If an adjustment is required to be made pursuant to the fifth bullet above as a result of a distribution that is a quarterly dividend, the adjustment would be based upon the amount by which the distribution exceeds the amount of the quarterly cash dividend permitted to be excluded under such bullet. If an adjustment is required to be made pursuant to the fifth bullet above as a result of a distribution that is not a quarterly dividend, the adjustment would be based upon the amount of the distribution.

     In the event that we pay a dividend or make a distribution on shares of our common stock consisting of capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, the Conversion Rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average closing sale prices of those securities for the 10 trading days commencing on and including the fifth trading day after the date on which “ex-dividend trading” commences for such dividend or distribution on the New York Stock Exchange or such other national or regional exchange or market on which the securities are then listed or quoted.

     In addition, the indenture provides that upon conversion of the debentures, the holders of such debentures will receive, in addition to the shares of our common stock issuable upon such conversion, the rights related to such common stock pursuant to our existing and any future shareholder rights plan, whether or not such rights have

13

separated from such common stock at the time of such conversion. However, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of:

•	the issuance of the rights;
•	the distribution of separate certificates representing the rights; or
•	the termination or invalidation of the rights.
The indenture permits us to increase the Conversion Rate from time to time.
In the event of:
•	a taxable distribution to holders of shares of our common stock which results in an adjustment of the Conversion Rate; or
•	an increase in the Conversion Rate at our discretion,

the holders of the debentures may, in certain circumstances, be deemed to have received a distribution subject to federal income tax as a dividend. See “Material United States Federal Income Tax Considerations—Constructive Dividends.”

     We will not be required to make an adjustment in the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate; provided that we will carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (a) annually on the anniversary of the first date of issue of the debentures and otherwise (b)(1) five business days prior to the maturity of the debentures (whether at stated maturity or otherwise) or (2) five business days prior to the redemption date or repurchase date, unless such adjustment has already been made. Except as described above in this section, we will not adjust the Conversion Rate for any issuance of our common stock or convertible or exchangeable securities or rights to purchase our common stock or convertible or exchangeable securities.

Redemption of Debentures at Our Option

     Prior to August 21, 2006, the debentures will not be redeemable at our option. Beginning on August 21, 2006 and thereafter, we may redeem the debentures for cash at any time as a whole, or from time to time in part. The redemption price of a debenture will be the accreted principal amount of such debenture on the redemption date, plus accrued and unpaid interest to, but excluding, such date, if any. We will give not less than 30 days nor more than 60 days notice of redemption by mail to holders of the debentures. The notice of redemption will inform the holders of the percentage of the Daily Share Amount that will be settled in cash, if any.

     If we decide to redeem fewer than all of the outstanding debentures, the trustee may select the debentures by lot, pro rata, or by another method the trustee considers fair and appropriate.

     If the trustee selects a portion of your debentures for partial redemption and you convert a portion of your debentures, the converted portion will be deemed to be the portion selected for redemption.

     Holders of the debentures called for redemption may convert their debentures until 5:00 P.M., New York time, on the business day immediately preceding the redemption date.

     The accreted principal amount of a debenture will be equal to the original principal amount of $1,000 per debenture increased daily by a variable yield, which until August 20, 2026 will be 0% per annum and commencing on August 21, 2026 will be reset quarterly on the LIBOR reset date to a rate of 3-month LIBOR minus 1.68% per annum; provided that such yield will never be less than 0% per annum. Because the redemption price of a debenture at any time is dependent upon the accreted principal amount of a debenture at that time, the redemption price

14

cannot be determined at this time. The following table indicates what the redemption prices would be on each date below if LIBOR was a constant 2.00%, 5.00% and 8.00% from August 21, 2026. This table represents an example of only three possibilities and you should realize that because LIBOR and therefore the yield on the debentures will fluctuate, any increases in accreted principal amount and redemption prices will differ, and may differ significantly, from the results below. The redemption price of a debenture redeemed between the dates below would include an additional amount reflecting the additional yield accrued since the next preceding date in the table.

Hypothetical Redemption Prices

		Assuming 2.00% LIBOR						Assuming 5.00% LIBOR						Assuming 8.00% LIBOR
	(1)			(2)		(3)		(1)		(2)		(3)		(1)		(2)		(3)
		Original				Redemption		Original				Redemption		Original				Redemption
		Principal				Price		Principal				Price		Principal				Price
Redemption Dates		Amount		Accretion		(1) + (2)		Amount		Accretion		(1) + (2)		Amount		Accretion		(1) + (2)
August 21, 2026		$	1,000.00	$	0.00	$	1,000.00	$	1,000.00	$	0.00	$	1,000.00	$	1,000.00	$	0.00	$	1,000.00
August 21, 2027		$	1,000.00	$	3.20	$	1,003.20	$	1,000.00	$	33.62	$	1,033.62	$	1,000.00	$	64.71	$	1,064.71
August 21, 2028		$	1,000.00	$	6.42	$	1,006.42	$	1,000.00	$	68.36	$	1,068.36	$	1,000.00	$	133.62	$	1,133.62
August 21, 2029		$	1,000.00	$	9.64	$	1,009.64	$	1,000.00	$	104.27	$	1,104.27	$	1,000.00	$	206.98	$	1,206.98
August 21, 2030*		$	1,000.00	$	12.88	$	1,012.88	$	1,000.00	$	141.40	$	1,141.40	$	1,000.00	$	285.08	$	1,285.08
August 21, 2031		$	1,000.00	$	16.12	$	1,016.12	$	1,000.00	$	179.76	$	1,179.76	$	1,000.00	$	368.25	$	1,368.25
August 21, 2032		$	1,000.00	$	19.38	$	1,019.38	$	1,000.00	$	219.42	$	1,219.42	$	1,000.00	$	456.79	$	1,456.79
August 21, 2033		$	1,000.00	$	22.64	$	1,022.64	$	1,000.00	$	260.41	$	1,260.41	$	1,000.00	$	551.06	$	1,551.06
August 21, 2034		$	1,000.00	$	25.92	$	1,025.92	$	1,000.00	$	302.78	$	1,302.78	$	1,000.00	$	651.44	$	1,651.44
August 21, 2035		$	1,000.00	$	29.21	$	1,029.21	$	1,000.00	$	346.58	$	1,346.58	$	1,000.00	$	758.31	$	1,758.31

* Date on which holders may require us to purchase outstanding debentures at a price equal to the redemption price.

Purchase of Debentures by Us at the Option of the Holder

     You have the right to require us to purchase for cash all or a portion of your debentures on August 21, 2006, 2007, 2010, 2015, 2020, 2025 and 2030, or, if such day is not a business day, on the immediate succeeding business day, each such day a “purchase date.” We will be required to purchase, at a purchase price equal to 100% of the accreted principal amount thereof on the applicable purchase date, plus accrued and unpaid interest to, but excluding, such purchase date, if any, any outstanding debenture for which a written purchase notice has been properly delivered by the holder to the paying agent and not withdrawn, subject to certain additional conditions. We may also add additional dates on which you may require us to purchase all or a portion of your debentures, although we cannot assure you that we will do so. You may submit your debentures for purchase to the paying agent at any time from the opening of business on the date that is 21 business days prior to the purchase date until the close of business on the business day immediately preceding the purchase date. Also, our ability to satisfy our purchase obligations may be affected by the factors described in “Risk Factors” under the heading “We may not have the ability to raise the funds necessary to finance the purchase of the debentures if required by holders pursuant to the indenture or to cash settle any debentures that are converted.”

     We will be required to give notice on a date not less than 21 business days prior to the purchase date to all holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating among other things, the procedures that holders must follow to require us to purchase their debentures.

     Your purchase notice electing to require us to purchase your debentures must state:

• if certificated debentures have been issued, the debenture certificate numbers, or if not, such information as may be required under applicable DTC procedures; and

• the portion of the original principal amount of debentures to be purchased, in integral multiples of $1,000; and

• that we are to purchase the debentures pursuant to the applicable provisions of the debentures and the indenture.

15

     You may withdraw any purchase notice by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day immediately preceding the purchase date. The notice of withdrawal must state:

• the original principal amount of the withdrawn debentures;

• if certificated debentures have been issued, the certificate numbers of the withdrawn debentures, or if not, such information as may be required under applicable DTC procedures; and

• the original principal amount, if any, of debentures that remain subject to your purchase notice.

     Our ability to purchase debentures with cash may be limited by the terms of our then existing borrowing agreements. The indenture will prohibit us from purchasing debentures in connection with the holders’ purchase right if any event of default under the indenture has occurred and is continuing, except a default in the payment of the purchase price with respect to the debentures. As a result, if an event of default has occurred and is continuing, we will also default on the payment of the purchase price of any debentures that we are required to purchase.

     A holder must either effect book-entry transfer or deliver the debentures to be purchased, together with necessary endorsements, to the office of the paying agent after delivery of the purchase notice to receive payment of the purchase price. You will receive payment in cash on the later of the purchase date or the time of book-entry transfer or the delivery of the debenture. If the paying agent holds money or securities sufficient to pay the purchase price of the debenture on the business day following the purchase date, then, immediately after the purchase date:

• the debenture will cease to be outstanding;

• interest will cease to accrue; and

• all other rights of the holder will terminate.

This will be the case whether or not book-entry transfer of the debenture is made or whether or not the debenture is delivered to the paying agent.

     We will, to the extent applicable, comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act that may then be applicable; and file Schedule TO or any other required schedule under the Exchange Act.

Change in Control Permits Purchase of Debentures by Us at the Option of the Holder

     In the event of a change in control, you will have the right, at your option, subject to the terms and conditions of the indenture, to require us to purchase for cash any or all of your debentures in integral multiples of $1,000 original principal amount. We will purchase the debentures at a price equal to 100% of the accreted principal amount of the debentures to be purchased plus, accrued and unpaid interest to, but excluding, the change in control purchase date, if any.

     We will be required to purchase the debentures as of the date specified by us that is between 20 and 35 days following our notice of a change in control (which we refer to as a “change in control purchase date”).

     Under the indenture, a change in control of U.S. Bancorp is deemed to have occurred at such time as:

• any person, including its affiliates and associates, other than U.S. Bancorp, its subsidiaries or their employee benefit plans, files a Schedule 13D or 14D-1 (or any successor schedule, form or report under the Exchange Act) disclosing that such person has become the beneficial owner of 50% or more of the voting power of our common stock or other capital stock into which the common stock is reclassified or changed, with certain exceptions as described in the indenture; or

16

• there shall be consummated any consolidation or merger of U.S. Bancorp pursuant to which our common stock would be converted into cash, securities or other property, in each case other than a consolidation or merger of U.S. Bancorp in which the holders of the shares of our common stock immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total voting power of all classes of capital stock of the continuing or surviving corporation immediately after the consolidation or merger.

     Within 5 business days after the occurrence of a change in control, we are obligated to mail to the trustee and to all holders of debentures at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, a notice regarding the change in control, stating, among other things:

• the events causing a change in control;

• the date of such change in control;

• the last date on which the purchase right may be exercised;

• the change in control purchase price;

• the change in control purchase date;

• the name and address of the paying agent and the conversion agent;

• the Conversion Rate and any adjustments to the Conversion Rate;

• that debentures with respect to which a change in control purchase notice is given by the holder may be converted only if the change in control purchase notice has been withdrawn in accordance with the terms of the debentures and the indenture; and

• the procedures that holders must follow to exercise these rights.

     To exercise this right, you must deliver a written notice to the paying agent prior to the close of business on the business day immediately before the change in control purchase date. The required purchase notice upon a change in control must state:

• if certificated debentures have been issued, the debenture certificate numbers, or if not, such information as may be required under applicable DTC procedures;

• the portion of the original principal amount of debentures to be purchased, in integral multiples of $1,000; and

• that we are to purchase such debentures pursuant to the applicable provisions of the debentures and the indenture.

     You may withdraw any change in control purchase notice by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day before the change in control purchase date. The notice of withdrawal must state:

• the principal amount of the withdrawn debentures, in integral multiples of $1,000;

• if certificated debentures have been issued, the debenture certificate numbers, or if not, such information as may be required under applicable DTC procedures; and

17

• the principal amount, if any, of debentures that remain subject to your change in control purchase notice.

     A holder must either effect book-entry transfer or deliver the debentures to be purchased, together with necessary endorsements, to the office of the paying agent after delivery of the change in control purchase notice to receive payment of the change in control purchase price. You will receive payment in cash on the later of the change in control purchase date or the time of book-entry transfer or the delivery of the debentures. If the paying agent holds money or securities sufficient to pay the change in control purchase price of the debentures on the business day following the change in control purchase date, then, immediately after the change in control purchase date:

• the debentures will cease to be outstanding;

• interest will cease to accrue; and

• all other rights of the holder will terminate.

     This will be the case whether or not book-entry transfer of the debentures is made or whether or not the debentures are delivered to the paying agent.

     We will, to the extent applicable comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act that may then be applicable; and file Schedule TO or any other required schedule under the Exchange Act in connection with any offer by us to purchase the debentures at your option upon a change in control.

     The change in control purchase feature of the debentures may in certain circumstances make more difficult or discourage a takeover of us. The change in control purchase feature, however, is not the result of our knowledge of any specific effort:

• to accumulate shares of common stock;

• to obtain control of us by means of a merger, tender offer, solicitation or otherwise; or

• by management to adopt a series of anti-takeover provisions.

Instead, the terms of the change in control purchase feature resulted from negotiations between the initial purchaser and us.

     We could, in the future, enter into certain transactions, including certain recapitalizations, that would not constitute a change in control with respect to the change in control purchase feature of the debentures but that would increase the amount of our (or our subsidiaries’) outstanding indebtedness.

     No debentures may be purchased by us at the option of holders upon a change in control if there has occurred and is continuing an event of default with respect to the debentures, other than a default in the payment of the change in control purchase price with respect to the debentures. As a result, if an event of default has occurred and is continuing, we will also default on the payment of the purchase price of any debentures that we are required to purchase.

Consolidation, Merger, Sale or Conveyance

     We may not consolidate with or merge into any other person or convey, transfer or lease all or substantially all of our properties and assets to any person, unless:

• we are the surviving corporation or the successor is a U.S. domestic corporation and such corporation expressly assumes our obligations on the debentures and under the indenture;

18

• immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing;

• if, as a result of such transaction, the debentures become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of us or such successor under the debentures, the indenture and the registration rights agreement; and

• certain other conditions are met.

Events of Default; Waiver and Notice

     The indenture defines an event of default as one or more of the following:

• default in payment of the accreted principal amount, redemption price, purchase price or change in control purchase price with respect to any debenture when such payment becomes due and payable;

• default for 30 days in payment of any interest on the debentures;

• failure to convert any debentures into cash and, if applicable, shares of our common stock in the amounts set forth in the indenture;

• our failure to comply with any of our other agreements in the debentures or the indenture upon receipt by us of written notice of such default by the trustee or by holders of not less than 25% in aggregate original principal amount of the debentures then outstanding and our failure to cure (or obtain a waiver of) such default within 90 days after receipt by us of such notice; and

• the bankruptcy, insolvency or reorganization of U.S. Bancorp.

     If an event of default, other than an event of default described in the fifth bullet above, shall have happened and be continuing, either the trustee or the holders of not less than 25% in aggregate original principal amount of the debentures then outstanding may declare the accreted principal amount of the debentures as of the date of such declaration plus accrued interest, if any, through the date of such declaration to be immediately due and payable. If an event of default described in the fifth bullet above shall occur, the accreted principal amount of the debentures as of the date on which such event occurs plus accrued interest, if any, through the date on which such event occurs shall automatically become and be immediately due and payable.

     After acceleration, the holders of a majority in aggregate original principal amount of the debentures may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal or other specified amount, have been cured or waived.

     Prior to the declaration of the acceleration of the debentures, the holders of a majority in aggregate original principal amount of the debentures may waive, on behalf of all of the holders of the debentures, any default and its consequences, except an event of default described in the first three bullets above or a default in respect of a provision that cannot be amended without the consent of all of the holders of the debentures. Other than the duty to act with the required care during an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders unless the holders shall have offered to the trustee reasonable indemnity. Generally, the holders of a majority in aggregate original principal amount of the debentures will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

     A holder will not have any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture, unless:

• the holder has previously given to the trustee written notice of a continuing event of default with respect to the debentures;

19

• the holders of at least 25% in aggregate original principal amount of the debentures have made a written request to the trustee to institute the proceeding;

• such holder or holders offer to the trustee security or indemnity satisfactory to the trustee against any loss, liability or expense; and

• the trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate original principal amount of the debentures within 60 days after the original request.

     Holders may, however, sue to enforce the payment of the accreted principal amount, accrued and unpaid interest, if any, redemption price, purchase price or change in control purchase price with respect to any debenture on or after the due date or to enforce the right, if any, to convert any debenture without following the procedures listed in the first three bullets above.

     We will furnish the trustee an annual statement by our officers as to whether or not we are in default in the performance of the indenture and, if so, specifying all known defaults.

Modification of the Indenture

     We and the trustee may, without the consent of the holders of the debentures, enter into supplemental indentures for, among others, one or more of the following purposes:

• to evidence the succession of another corporation to our company, and the assumption by such successor of our obligations under the indenture and the debentures;

• to add to our covenants, or surrender any of our rights, or add any rights for the benefit of the holders of debentures;

• to cure any ambiguity, omission, defect or inconsistency in the indenture, to correct or supplement any provision in the indenture, or to make any other provisions with respect to matters or questions arising under the indenture, so long as the interests of holders of debentures are not adversely affected in any material respect under the indenture;

• to evidence and provide for the acceptance of any successor trustee with respect to the debentures or to facilitate the administration of the trust thereunder by the trustee in accordance with such indenture; and

• to provide any additional events of default;

provided that any amendment described in the third bullet point above made solely to conform the provisions of the indenture to the description of the debentures contained in this prospectus will not be deemed to adversely affect the interests of holders of the debentures.

     With certain exceptions, the indenture or the rights of the holders of the debentures may be modified by us and the trustee with the consent of the holders of a majority in aggregate original principal amount of the debentures then outstanding, but no such modification may be made without the consent of the holder of each outstanding debenture affected thereby that would:

• change, in an adverse manner, the rights of the holders of the debentures to convert the debentures;

• change, in an adverse manner, the rights of the holders of the debentures to require us to repurchase their debentures on specific dates or upon a change in control;

20

• change the maturity of any payment of principal of or any installment of interest on any debenture, or reduce the original principal amount or accreted principal amount thereof or alter the manner or rate of accretion of principal or the manner or rate of accrual of interest, or change any place of payment where, or the coin or currency in which, any debenture or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption or repayment, on or after the redemption date or the repayment date, as the case may be);

• reduce the percentage in original principal amount of the outstanding debentures, the consent of whose holders is required for any such modification, or the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences provided for in the indenture; or

• modify any of the provisions of certain sections of the indenture, including the provisions summarized in this paragraph, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debenture affected thereby.

Discharge of the Indenture

     We may satisfy and discharge our obligations under the indenture by delivering to the trustee for cancellation all outstanding debentures or by depositing with the trustee, the paying agent or the conversion agent, if applicable, after the debentures have become due and payable, whether at stated maturity, or any redemption date, or any purchase date, or a change in control purchase date, or upon conversion or otherwise, cash or common stock (as applicable under the terms of the indenture) sufficient to pay all of the outstanding debentures and paying all other sums payable by us under the indenture.

Governing Law

     The indenture and the debentures are governed by and construed in accordance with the laws of the State of New York.

Book-Entry System

     The debentures are represented by one or more global securities. Each global security was deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC. Except under circumstances described below, the debentures will not be issued in definitive form. Ownership of beneficial interests in a global security will be limited to persons that have accounts with DTC or its nominee (“participants”) or persons that may hold interests through participants. Owners of beneficial interests in the debentures represented by the global securities will hold their interests pursuant to the procedures and practices of DTC. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global security.

     So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the debentures represented by that global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have debentures represented by that global security registered in their names, will not receive or be entitled to receive physical delivery of debentures in definitive form and will not be considered the owners or holders thereof under the indenture. Beneficial owners will not be holders and will not be entitled to any rights provided to the holders of debentures under the global securities or the indenture. Principal and interest payments, if any, on debentures registered in the name of DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner of the relevant global security. Neither we, the trustee, any paying agent or the registrar for the debentures will have any responsibility or liability for any aspect of the records relating to or

21

payments made on account of beneficial interests in a global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.

     We expect that DTC or its nominee, upon receipt of any payment of principal or interest, if any, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the relevant global security as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

     If DTC is at any time unwilling or unable to continue as a depositary and a successor depositary is not appointed by us within 90 days or if an event of default shall occur under the indenture, we will issue debentures in definitive form in exchange for the entire global security for the debentures. In addition, we may at any time and in our sole discretion determine not to have debentures represented by a global security and, in such event, will issue debentures in definitive form in exchange for the entire global security relating to such debentures. In any such instance, an owner of a beneficial interest in a global security will be entitled to physical delivery in definitive form of debentures represented by such global security equal in original principal amount to such beneficial interest and to have such debentures registered in its name. Debentures so issued in definitive form will be issued as registered debentures in denominations of $1,000 original and integral multiples thereof, unless otherwise specified by us.

Registration Rights

     We entered into a registration rights agreement with the initial purchaser of the debentures pursuant to which we have, at our expense, for the benefit of the holders, filed with the SEC a shelf registration statement, of which this prospectus is a part, covering resale of the debentures and the shares of our common stock issuable upon conversion of the debentures. Our obligation to keep the shelf registration statement effective terminates upon the earlier of (i) the sale pursuant to Rule 144 under the Securities Act or the shelf registration statement of all the securities registered thereunder, and (ii) the expiration of the holding period applicable to such securities held by persons that are not affiliates of ours under Rule 144(k) under the Securities Act or any successor provision.

     We may suspend the use of this prospectus under certain circumstances. Any suspension period shall not exceed 45 days in any 90-day period, or an aggregate of 90 days in any 360-day period.

     We will pay predetermined liquidated damages as described herein (“liquidated damages”) to holders of transfer restricted debentures if this prospectus is unavailable for periods in excess of those permitted above. Such liquidated damages shall accrue on the debentures until such unavailability is cured:

• at an annual rate equal to 0.25% for the first 90-day period after the occurrence of such event; and

• thereafter at an annual rate equal to 0.50%.

     Following conversion of any debentures liquidated damages shall cease to accrue with respect to the underlying common stock.

     So long as the unavailability continues, we will pay all accrued liquidated damages quarterly in arrears, with the first quarterly payment due on the first interest payment date, as applicable, following the date on which such liquidated damages begin to accrue.

     A holder who sells debentures or shares of our common stock issued upon conversion of the debentures pursuant to this prospectus generally will be required to:

• be named as a selling securityholder in this prospectus or a related prospectus supplement;

• deliver a prospectus to purchasers; and

22

• be bound by certain provisions of the registration rights agreement that are applicable to such holder, including certain indemnification provisions, and will be subject to certain civil liability provisions under the Securities Act.

     Under the registration rights agreement we will:

• provide copies of this prospectus to each holder that has notified us of its acquisition of debentures or shares of our common stock issued upon conversion of the debentures, and

• take certain other actions as are required to permit, subject to the foregoing, unrestricted resales of the debentures and the shares of our common stock issued upon conversion of the debentures.

     The summary herein of certain provisions of the registration rights agreement is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit to this registration statement of which this prospectus is a part.

23

DESCRIPTION OF CAPITAL STOCK

     The following description summarizes the terms of our capital stock but does not purport to be complete, and it is qualified in its entirety by reference to the applicable provisions of federal law governing bank holding companies, Delaware law and our certificate of incorporation and bylaws.

Common Stock

     We are authorized to issue up to 4,000,000,000 shares of common stock, par value $.01 per share. As of June 30, 2005, there were 1,972,643,007 shares of common stock issued (including 143,991,492 shares held in treasury). Our common stock is listed on the New York Stock Exchange under the symbol “USB.”

     Voting and Other Rights. Each share of common stock is entitled to one vote per share, and, in general, a majority of votes cast with respect to a matter is sufficient to authorize action upon routine matters. Directors are elected by a majority of the votes cast, and shareholders do not have the right to cumulate their votes in the election of directors. For that reason, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. In general, however:

• amendments to the certificate of incorporation are approved if the votes cast within a voting group favoring the action exceed the votes cast within the voting group opposing the action; and

• a merger or dissolution, or the sale of all or substantially all of its assets, must be approved by the affirmative vote of the holders of a majority of the voting power of the outstanding voting shares and the affirmative vote of the holders of a majority of the outstanding shares of each class entitled to vote on the matter as a class.

     No Preemptive or Conversion Rights. Our common stock will not entitle its holders to any preemptive rights, redemption privileges, sinking fund privileges or conversion rights.

     Assets upon Dissolution. In the event of liquidation, holders of common stock will receive proportionately any assets legally available for distribution to our shareholders with respect to shares held by them, subject to any prior rights of any of our preferred stock then outstanding.

     Distributions. Holders of our common stock will be entitled to receive the dividends or distributions that our board of directors may declare out of funds legally available for these payments. The payment of distributions by us is subject to the restrictions of Delaware law applicable to the declaration of distributions by a corporation. Under Delaware law, a corporation may not pay a dividend out of net profits if the capital stock of the corporation is less than the stated amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of the corporation’s assets. In addition, the payment of distributions to shareholders is subject to any prior rights of outstanding preferred stock.

     As a bank holding company, our ability to pay distributions is affected by the ability of our banking subsidiaries to pay dividends. The ability of these banking subsidiaries, as well as us, to pay dividends in the future currently is, and could be further, influenced by bank regulatory requirements and capital guidelines.

     Restrictions on Ownership The Bank Holding Company Act of 1956 requires any bank holding company (as defined in that Act) to obtain the approval of the Federal Reserve Board prior to acquiring more than 5% of our outstanding common stock. Any person other than a bank holding company is required to obtain prior approval of the Board of Governors of the Federal Reserve System to acquire 10% or more of our outstanding common stock under the Change in Bank Control Act. Any holder of 25% or more of our outstanding common stock, other than an individual, is subject to regulation as a bank holding company under the Bank Holding Company Act.

24

Preferred Stock

     We are authorized to issue up to 50,000,000 shares of preferred stock, par value $1.00 per share. The board of directors is authorized to issue preferred stock in one or more series, to fix the number of shares in each series, and to determine the designations and preferences, limitations and relative rights of each series, including dividend rates, terms of redemption, liquidation preferences, sinking fund requirements, conversion rights, voting rights, and whether the preferred stock can be issued as a share dividend with respect to another class or series of shares, all without any vote or other action on the part of shareholders. This power is limited by applicable laws or regulations and may be delegated to a committee of our board of directors. We currently have no preferred stock outstanding and have no current plans or agreements with respect to the issuance of any shares of preferred stock.

     The rights of holders of our common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Any such issuance may adversely affect the interests of holders of our common stock by (1) limiting the control that the holders may exert by exercise of their voting rights or (2) subordinating their rights in liquidation to the rights of the holders of preferred stock. In addition, the issuance of shares of preferred stock may discourage takeover attempts and other changes in control of by limiting the exercise of control by a person who has gained a substantial equity interest in U.S. Bancorp.

Shareholder Rights Plan

     We have a shareholder rights plan that could discourage unwanted or hostile takeover attempts that are not approved by our board. On February 27, 2001, our board declared a dividend of one preferred share purchase right for each outstanding share of common stock as of March 9, 2001. The rights currently trade with, and are inseparable from, the common stock.

     Each right allows its holder to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock for $100, once the rights become exercisable. This portion of a preferred share will give the shareholder approximately the same dividend and liquidation rights as would one share of common stock. Prior to exercise, a right does not give its holder any dividend, voting or liquidation rights.

     The rights generally will not be exercisable until the earlier of:

• 10 days after a public announcement that a person or group has obtained beneficial ownership of 10% or more of our outstanding common stock; or

• 10 business days after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming the beneficial owner of 10% or more of our outstanding common stock.

The date when the rights become exercisable is referred to in the rights plan as the “distribution date.” After that date, the rights will separate from the common stock and will be evidenced by book-entry credits or by rights certificates that we will mail to all eligible holders of common stock. A person or member of a group that has obtained beneficial ownership of 10% or more of U.S. Bancorp’s outstanding common stock may not exercise any rights even after the distribution date.

     A person or group that acquires beneficial ownership of 10% or more of our outstanding common stock is called an “acquiring person.” The consequences of a person or group becoming an acquiring person include the following:

• Flip In. If a person or group becomes an acquiring person, all holders of rights other than the acquiring person may purchase shares of our common stock at half their market value.

• Flip Over. If, after a person or group becomes an acquiring person, we are acquired by another entity in a merger or similar transaction, all holders of rights other than the acquiring person may purchase shares of the acquiring company at half their market value.

25

Our board may redeem the rights for $.01 per right at any time before a person or group becomes an acquiring person. If the board redeems any rights, it must redeem all of the rights. Once the rights are redeemed, the only right of the holders of rights will be to receive the redemption price of $.01 per right.

     Our board may adjust the purchase price of the preferred shares, the number of preferred shares issuable and the number of outstanding rights to prevent dilution that may occur from a stock dividend, a stock split or a reclassification of the preferred shares or common stock. No adjustments to the exercise price of less than 1% will be made.

     The terms of the rights plan may be amended by our board without the consent of the holders of the rights. However, after a person or group becomes an acquiring person, the board may not amend the plan in a way that adversely affects the holders of the rights.

Additional Anti-takeover Provisions Contained in the Certificate of Incorporation and Bylaws

     In addition to the ability to issue preferred stock and preferred share rights as described above, our certificate of incorporation and bylaws contain additional provisions that may make it less likely that our management would be changed or that someone would acquire voting control of us without our board’s consent.

     Amendment of Bylaws. Under our bylaws, our board of directors can supplement, amend or repeal the bylaws, subject to limitations under the Delaware General Corporation Law. Our stockholders also have the power to supplement, amend or repeal our bylaws at any annual or special meeting of the stockholders.

     Classified Board. Our board of directors is divided into three classes, with the classes serving staggered three-year terms. The members of one of the three classes are elected by our stockholders each year.

26

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following summary discusses certain material U.S. federal income tax (and if you are a non-U.S. holder, as defined below, certain U.S. federal estate tax) consequences relating to your purchase (other than income tax consequences relating to a current sale of U.S. Bancorp common stock, if any), ownership, and disposition of debentures and shares of common stock into which debentures may be converted. Except where noted, this summary deals only with debentures and shares of common stock of which you are the beneficial owner and which you hold as capital assets and is applicable only if you are the initial holder and purchased debentures for an amount of cash equal to their initial offering price. Additionally, this summary does not deal with special situations, such as tax consequences:

• if you are a dealer in securities or currencies, a bank, a financial institution, an insurance company, a tax-exempt entity or a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

• if you hold our debentures or common stock as part of a hedging, integrated, constructive sale or conversion transaction or a straddle;

• if your “functional currency” is not the U.S. dollar;

• if you hold our debentures or common stock through a partnership or other pass-through entity;

• under the alternative minimum tax regime, if applicable; or

• under any state, local or foreign laws.

     The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax consequences discussed herein.

     Whether a debenture is treated as debt (and not equity) for U.S. federal income tax purposes is an inherently factual question and no single factor is determinative. We will treat the debentures as indebtedness for U.S. federal income tax purposes and the following discussion assumes that such treatment will be respected.

U. S. Holders

     For purposes of this summary, you are a “U.S. holder” if you are the beneficial owner of our debentures or common stock and you are:

• a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

     If you are the beneficial owner of our debentures or common stock and you are not a U.S. holder, you are referred to herein as a “non-U.S. holder.”

27

     If a partnership holds our debentures or common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our debentures or common stock, you should consult your tax advisor.

     Interest and Yield on Debentures

     The debentures will bear interest at a variable interest rate that is a “qualified floating rate” and thus should be treated as “variable rate debt instruments” under the U.S. Treasury regulations governing original issue discount (“OID”), in part because:

• the issue price of the debentures will not substantially exceed the total noncontingent principal payments due under the debentures;

• the variation in the value of the variable rate on the debentures can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in U.S. dollars; and

• the debentures will provide for stated interest, paid or compounded at least annually, at one or more qualified floating rates.

     Because the debentures do not provide for any payments of stated interest beginning on August 21, 2026, the debentures will be considered issued with OID equal to the excess of their “stated redemption price at maturity” over their “issue price” of $1,000. The stated redemption price at maturity of the debentures will include all payments on the debentures, including any payment of stated interest paid on or before August 20, 2026. The issue price is the first price at which a substantial amount of the debentures are sold for money (excluding sales to bond houses, brokers or similar persons or organizations acting as underwriters, placement agents or wholesalers). The OID will accrue at the stated interest rate until August 21, 2026, and at the accretion rate thereafter. The OID accrues ratably over each quarterly accrual period and you must include the amount accruing for each day in the taxable year (or portion thereof) in which you hold the debenture, regardless of your normal method of accounting and regardless of whether interest is being paid currently.

     Liquidated Damages on Debentures

     We may be required to make payments of liquidated damages if we do not file or cause to be declared effective a registration statement, as described under “Description of Debentures— Registration Rights.” We intend to take the position for U.S. federal income tax purposes that any payments of liquidated damages should be taxable to you as additional ordinary income when received or accrued, in accordance with your method of tax accounting. This position is based in part on the assumption that as of the date of issuance of the debentures, the possibility that liquidated damages will have to be paid is a “remote” or “incidental” contingency within the meaning of applicable U.S. Treasury regulations. Our determination that such possibility is a remote or incidental contingency is binding on you, unless you explicitly disclose that you are taking a different position to the IRS on your tax return for the year during which you acquire the debentures. The IRS, however, may take a contrary position from that described above, which could affect the timing and character of both your income from the debentures and our deduction with respect to the payments of liquidated damages.

     If we do fail to file or cause to be declared effective a registration statement, you should consult your tax advisor concerning the appropriate tax treatment of the payment of liquidated damages with respect to the debentures.

     Constructive Dividends

     The conversion price of your debentures is subject to adjustment in certain circumstances. Under Section 305 of the Code and the U.S. Treasury regulations promulgated thereunder, adjustments to the conversion price of your debentures may result in a taxable constructive distribution to you if, and to the extent that, certain adjustments

28

in the conversion price that may occur in limited circumstances (particularly an adjustment to reflect a taxable dividend to holders of our common stock) increase your proportionate interest in our assets or earnings and profits. Such a constructive distribution will be treated as a dividend, resulting in ordinary income to the extent of our current and accumulated earnings and profits, with any excess treated first as a tax-free return of capital which reduces your tax basis in the debentures to the extent thereof and thereafter as gain from the sale or exchange of your debentures. Generally, your tax basis in your debentures will be increased to the extent of any such constructive distribution treated as a dividend. Moreover, if there is not a full adjustment to the conversion price of your debentures (or any other outstanding option, warrant, convertible debt or similar instrument) to reflect a stock dividend or other event increasing the proportionate interest of the holders of our outstanding common stock in our assets or earnings and profits, then such increase in the proportionate interest of the holders of our common stock generally will be treated as a constructive distribution to such holders, taxable as described above.

     Sale, Exchange, Redemption, Certain Conversions and Other Disposition of Debentures

     Except as provided below under “— U.S. Holders — Conversion of Debentures into Cash and Common Stock,” you will generally recognize gain or loss upon the sale, exchange, redemption, conversion (if we exercise our option to deliver cash in lieu of all shares of common stock deliverable upon conversion) or other disposition of a debenture equal to the difference between the amount realized upon the sale, exchange, redemption or other disposition and your adjusted tax basis in the debenture, which will be equal to the amount paid for the debenture, increased by both the amount of OID previously included in income and the amount of any constructive distributions treated as dividends (as discussed above), and decreased by the amount of payments of interest and principal. Any gain or loss recognized on a disposition of the debenture will be capital gain or loss. If you are a non-corporate U.S. holder and have held the debenture for more than one year, any such capital gain will be subject to tax at long-term capital gain rates (currently 15% or less). Your ability to deduct capital losses may be limited.

     Conversion of Debentures into Cash and Common Stock

     The tax treatment of the conversion of your debentures into our common stock and cash is uncertain. You should consult your tax advisor to determine the correct treatment of such conversion. It is possible that the conversion may be treated as a partially taxable exchange as briefly discussed below.

     Possible treatment as part conversion and part redemption. The conversion of your debenture into our common stock and cash may be treated as in part a conversion into stock and in part a payment in redemption of a portion of the debenture. In that event, you would not recognize any income, gain or loss with respect to the portion of the debenture considered to be converted into stock, except with respect to any cash received in lieu of a fractional share of stock. If you receive cash in lieu of a fractional share of stock, you would be treated as if you received the fractional share and then redeemed it for cash. Accordingly, you generally would recognize capital gain or loss with respect to the receipt of cash in lieu of a fractional share measured by the difference between the cash received for the fractional share and your adjusted tax basis in the fractional share. Your adjusted tax basis in the stock received upon conversion generally would be equal to the portion of your adjusted tax basis in the debenture allocable to the portion of the debenture deemed converted (less the basis allocable to any fractional share for which you receive cash). Your holding period for such common stock generally would include the period during which you held the debenture.

     With respect to the part of the conversion that would be treated under this characterization as a payment in redemption of the remaining portion of the debenture, you generally would recognize capital gain or loss equal to the difference between the amount of cash received and your adjusted tax basis allocable to such portion of the debenture. Gain or loss recognized will be long-term capital gain or loss if you have held the debenture for more than one year. If you are a non-corporate U.S. holder, your long-term capital gain will be subject to tax at long-term capital gain rates (currently 15% or less). Your ability to deduct capital losses may be limited.

     Possible treatment as a recapitalization. The conversion of your debenture into our common stock and cash may instead be treated in its entirety as a recapitalization for U.S. federal income tax purposes, in which case you would be required to recognize gain on the conversion but would not be allowed to recognize any loss. Accordingly, such tax treatment may be less favorable to you than if the conversion were treated as part conversion

29

and part redemption, as described above. If the conversion constitutes a recapitalization, you generally: (a) would recognize gain (but not loss) in an amount equal to the lesser of

                      (i) the excess (if any) of (A) the amount of cash (not including cash received in lieu of fractional shares) and the fair market value of common stock you received (treating fractional shares as received for this purpose) in the exchange over (B) your adjusted tax basis in the debenture; and

                       (ii) the amount of cash you received upon conversion (other than cash received in lieu of fractional shares);

(b) with respect to cash you received in lieu of a fractional share of common stock, such cash would be treated as if you received the fractional share and then redeemed it for cash (and you would recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash received in lieu of the fractional share and (ii) the portion of your adjusted tax basis in the debenture that is allocated to the fractional share); (c) you would have an aggregate tax basis in the common stock you received in the conversion equal to the aggregate tax basis of the debentures you converted (less any basis allocable to any fractional shares deemed received in the conversion), decreased by the aggregate amount of cash (other than cash in lieu of fractional shares) you received upon conversion and increased by the aggregate amount of gain (if any) you recognized upon conversion (other than gain realized as a result of cash received in lieu of fractional shares); and (d) you would have a holding period for such common stock received that includes the period during which you held the debenture. Any gain you recognize will be long-term capital gain if you have held the debenture for more than one year and if you are a non-corporate U.S. holder you will be subject to tax at long-term capital gain rates (currently 15% or less).

     You are urged to consult your tax advisor with respect to the U.S. federal income tax consequences resulting from the exchange of your debentures into a combination of cash and common stock.

     Dividends on Common Stock

     If, after you convert a debenture, you receive shares of our common stock, and we make a distribution of cash or other property (other than certain pro rata distributions of our common stock) in respect of that stock, the distribution will be treated as a dividend, taxable to you as ordinary income, to the extent it is paid from our current or accumulated earnings and profits. If the distribution exceeds our current or accumulated earnings and profits, the excess will be treated first as a tax-free return of your investment, up to your basis in your shares. Any remaining excess will be treated as capital gain. If you are a corporation, you may be able to claim a dividend received deduction for a portion of any distribution received that is considered a dividend.

     Sale or Other Disposition of Common Stock

     You will generally recognize capital gain or loss on a sale or other disposition of your shares of our common stock. Your gain or loss will equal the difference between the proceeds you received and your adjusted tax basis in your shares. The proceeds received will include the amount of any cash and the fair market value of any other property received for the shares. If you are a non-corporate U.S. holder and your holding period for the shares (determined under the rules discussed under “— U.S. Holders — Conversion of Debentures into Cash and Common Stock”) exceeds one year, your capital gain will be subject to tax at long-term capital gain rates (currently 15% or less). Your ability to deduct capital losses may be limited.

     Current U.S. Bancorp Shareholders

     For U.S. holders who hold our common stock immediately prior to your purchase of the debentures (other than pursuant to a securities borrowing of our stock), the U.S. federal income tax consequences to you of our purchase of your stock contemporaneously with your purchase of the debentures are not entirely certain. We intend to take the position for U.S. federal income tax purposes that this aspect of the transaction is properly treated as a sale of stock and does not result in a dividend. If you are a U.S. holder who held our common stock immediately prior to your purchase of the debentures, you should consult your tax advisor.

30

Non-U.S. Holders

     The following is a summary of certain material U.S. federal tax consequences that will apply to you if you are a non-U.S. holder of debentures or common stock. Special rules may apply to you if you are a controlled foreign corporation, passive foreign investment company, or foreign personal holding company for U.S. federal income tax purposes, or a U.S. expatriate. Those special rules are not discussed in this summary. You should consult your own tax advisor to determine the U.S. federal, state, local and other tax consequences that may be relevant to you.

     Payment of Interest to Non-U.S. Holders

     Payments of interest (including OID) on a debenture to you will not be subject to U.S. federal income or withholding tax if:

• the payments are not effectively connected with your conduct of a trade or business in the United States;

• you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

• you are not a “controlled foreign corporation” related to us;

• you are not a bank whose receipt of interest on your debenture is described in Section 881(c)(3)(A) of the Code; and

• prior to payment, we or our agent receive a statement (generally made on a properly completed and duly executed IRS Form W-8BEN) certifying that you are the beneficial owner of the debenture and not a U.S. person.

     Special certification rules may apply if you hold your debenture through certain intermediaries or through pass-through entities.

     If you cannot satisfy the requirements described above, payments of interest and OID on a debenture to you will generally be subject to U.S. federal income and withholding tax at a rate of 30% unless:

• you are entitled to the benefits of an applicable income tax treaty and claim an exemption from or reduction in such tax (generally by providing a properly completed and duly executed IRS Form W-8BEN on which you will claim the benefits of such treaty); or

• the interest or OID is effectively connected with your conduct of a trade or business in the United States and we or our agent receive a statement certifying to that effect (generally on a properly completed and duly executed IRS Form W-8ECI).

If the interest or OID on a debenture is effectively connected with your conduct of a trade or business in the United States (and, if you are entitled to the benefits of an applicable income tax treaty, such interest or OID is attributable to your U.S. permanent establishment), you will be subject to U.S. federal income tax on such interest or OID on a net income basis, generally under the same rules that would apply if you were a U.S. holder. In addition, if you are a foreign corporation, you could be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your adjusted effectively connected earnings and profits for the taxable year.

     Conversion of the Debentures by Non-U.S. Holders

     As a non-U.S. holder, you will generally not recognize any income, gain or loss on converting a debenture into cash and our common stock. Any gain resulting from your receipt of cash in lieu of a fractional share of stock would also generally not be subject to U.S. federal income tax. See “— Non-U.S. Holders — Sale, Exchange or Redemption of Debentures or Common Stock by Non-U.S. Holders” below.

31

     Dividends Paid to Non-U.S. Holders

     Any dividends paid to you with respect to our common stock (and any deemed dividends resulting from certain adjustments, or failure to make adjustments, to the number of shares of common stock to be issued on conversion, see “— U.S. Holders — Constructive Dividends” above) will generally be subject to U.S. federal income and withholding tax at rate of 30% unless:

• you are entitled to the benefits of an applicable income tax treaty and claim a reduction in such tax (generally by providing a properly completed and duly executed IRS Form W-8BEN on which you will claim the benefits of such treaty); or

• the dividends or deemed dividends are effectively connected with your conduct of a trade or business in the United States and we or our agent receives a statement certifying to that effect (generally on a properly completed and duly executed IRS Form W-8ECI).

If the dividends or deemed dividends are effectively connected with your conduct of a trade or business in the United States (and, if you are entitled to the benefits of an applicable income tax treaty, such dividends or deemed dividends are attributable to your U.S. permanent establishment), you will be subject to U.S. federal income tax on such dividends or deemed dividends on a net income basis, generally under the same rules that would apply if you were a U.S. holder. In addition, if you are a foreign corporation, you could be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your adjusted effectively connected earnings and profits for the taxable year.

     Sale, Exchange or Redemption of Debentures or Common Stock by Non-U.S. Holders

     The gain you may realize upon a sale, exchange, redemption or other disposition of a debenture or share of our common stock generally will not be subject to U.S. federal income or withholding tax unless:

• the gain is effectively connected with your conduct of a trade or business in the United States (and, if you are entitled to the benefits of an applicable income tax treaty, the gain is attributable to your U.S. permanent establishment);

• you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition and certain other conditions are met, or

• we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes.

     If the gain you realize is described in the first bullet point above, you will be subject to U.S. federal income tax on such gain on a net income basis, generally under the same rules that would apply if you were a U.S. holder. In addition, if you are a foreign corporation, you could be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your adjusted effectively connected earnings and profits for the taxable year.

     If the gain you realize is described in the second bullet point above, subject to any provision to the contrary under an applicable tax treaty, you will generally be subject to a flat 30% U.S. federal income tax on such gain.

     We believe we are not and do not anticipate becoming a U.S. real property holding corporation for U.S. federal income tax purposes. However, there can be no assurances that we will not become a U.S. real property holding corporation in the future.

     U.S. Federal Estate Tax

     If you are a non-U.S. holder other than an individual, you will not be subject to the U.S. federal estate tax. If you are a non-U.S. holder and an individual, your debentures will not be included in your gross estate for U.S. federal estate tax purposes unless at the time of death (i) you were a citizen or resident of the United States (as defined for U.S. federal estate tax purposes) and (ii) either (a) payments of interest or OID on the debentures would

32

have been effectively connected with your conduct of a trade or business in the United States or (b) you actually or constructively owned 10 percent or more of the total combined voting power of all classes of our stock entitled to vote.

     By contrast, common stock held by you at the time of your death will be included in your gross estate for U.S. estate tax purposes unless an applicable estate tax treaty provides otherwise.

     You should consult with your own tax advisor regarding the potential application of the U.S. federal estate tax rules to you and your estate before considering an investment in the debentures.

Information Reporting and Backup Withholding

     If you are a U.S. holder, in general, information reporting requirements will apply to certain payments of principal and interest (including OID) on the debentures, dividends paid on the common stock, and the proceeds of a sale of debentures or shares of our common stock unless you are an exempt recipient (such as a corporation). Backup withholding tax at the applicable rate will apply to such payments if you fail to provide your taxpayer identification number or a certification of foreign status or to report in full dividend and interest income, or if you fail to otherwise establish an exemption.

     If you are a non-U.S. holder and you have provided a certification of non-U.S. status (e.g., on a properly completed and duly executed IRS Form W-8BEN), in general and subject to the discussion in the following paragraph, you will not be subject to information reporting or backup withholding with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a U.S. person. In addition, you will not be subject to information reporting or backup withholding with respect to the proceeds of a sale of a debenture or share of common stock, even if such sale is effected within the United States or conducted through a U.S.-related financial intermediary, as long as the payor does not have actual knowledge or reason to know that you are a U.S. person.

     We are required to and will report annually to the IRS and to you the amount of, and the tax withheld, if any, with respect to, any interest or dividends paid to a non-U.S. holder. Copies of these information returns may be made available to the tax authorities of the country in which you are a resident under the provisions of a specific treaty or agreement.

     Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished timely to the IRS.

33

SELLING SECURITYHOLDERS

     We originally issued the debentures on August 17, 2005. The debentures were resold by the initial purchaser to qualified institutional buyers under Rule 144A under the Securities Act. Selling securityholders, including their transferees, pledgees, donees or their successors, may offer and sell the debentures and the underlying common stock pursuant to this prospectus.

     The following table sets forth information as of      , 2005 about the principal amount of debentures and the underlying common stock beneficially owned by each selling securityholder that may be offered using this prospectus.

		Shares of
		Common Stock
	Principal Amount	Beneficially	Common Stock	Debentures	Common Stock
	of Debentures	Owned Upon	Offered Upon	Owned After	Owned After
	Beneficially Owned	Conversion of	Conversion of	Completion of	Completion of
Name	and Offered	Debentures(1)	Debentures(1)	Offering(2)	Offering(2)
Other (3)(4)

34

(1)	Assumes conversion of all of the holders’ debentures at the maximum initial conversion rate of 27.7316 shares per debenture. However, the maximum conversion rate is subject to adjustment as described under “Description of Debentures—Conversion Rights—Conversion Rate Adjustments.” As a result, the amount of common stock issuable upon conversion of the debentures may increase or decrease in the future.
(2)	Assumes that all of the debentures and/or all of the common stock into which the debentures are convertible are sold. No selling securityholder will own more than 1% of our outstanding common stock after the offering by such securityholder.
(3)	Information about other selling securityholders will be set forth in an amendment to the registration statement of which this prospectus is a part or in prospectus supplements, as required.
(4)	Assumes that any other holders of debentures, or any future transferees, pledgees, donees or successors of or from any such other holders of debentures, do not beneficially own any common stock other than the common stock issuable upon conversion of the debentures.

     We prepared this table based on the information supplied to us by the selling securityholders named in the table. The selling securityholders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their debentures since the date on which the information is presented in the above table. Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements and/or amendments to the registration statement of which this prospectus is a part.

     Because the selling securityholders may offer all or some of their debentures or the underlying common stock from time to time, we cannot estimate the amount of the debentures or the underlying common stock that will be held by the selling securityholders upon the termination of any particular offering. See “Plan of Distribution.”

     None of the named selling securityholders nor any of their affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us within the past three years.

35

PLAN OF DISTRIBUTION

     We will not receive any of the proceeds of the sale of the debentures and the underlying common stock offered by this prospectus. The debentures and the underlying common stock may be sold from time to time to purchasers:

• directly by the selling securityholders and their successors, including their transferees, pledgees and donees; or

• through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the debentures and the underlying common stock.

     The selling securityholders and any such broker-dealers or agents who participate in the distribution of the debentures and the underlying common stock may be deemed to be “underwriters.” As a result, any profits on the sale of the debentures or the underlying common stock by selling securityholders and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. If the selling securityholders were deemed to be underwriters, the selling securityholders may be subject to certain statutory liabilities of, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

     If the debentures and the underlying common stock are sold through underwriters, broker-dealers or agents, the selling securityholders will be responsible for underwriting discounts or commissions or agent’s commissions.

     The debentures and the underlying common stock may be sold in one or more transactions at:

• fixed prices;

• prevailing market prices at the time of sale;

• varying prices determined at the time of sale; or

• negotiated prices.

     These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the debentures and underlying common stock may be listed or quoted at the time of the sale, including the New York Stock Exchange in the case of the common stock;

• in the over-the-counter market;

• in transactions otherwise than on such exchange or services or in the over-the-counter market; or

• through the writing of options.

     These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

     To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders and any underwriter, broker-dealer or agent regarding the sale of the debentures and the underlying common stock by the selling securityholders.

36

     In connection with sales of the debentures and the underlying common stock or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions that in turn may engage in short sales of the debentures and the underlying common stock in the course of hedging their positions. The selling securityholders also may deliver the debentures and the underlying common stock to close out short positions, or loan or pledge debentures and the underlying common stock to broker-dealers or other financial institutions that in turn may sell the debentures and the underlying common stock.

     The selling securityholders may transfer and donate debentures and the underlying common stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling securityholders for purposes of this prospectus.

     Selling securityholders may not sell any, or may not sell all, of the debentures and the underlying common stock offered by them pursuant to this prospectus. In addition, we cannot assure you that any such selling securityholder will not transfer, devise or gift the debentures and the underlying common stock by other means not described in this prospectus. Moreover, any debentures or underlying common stock covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of the debentures or underlying common stock.

     Our common stock is quoted on the New York Stock Exchange under the symbol “USB.” The debentures were designated for trading on the PORTAL market in connection with the private placement of the debentures. Debentures sold by means of this prospectus will not be eligible for trading in the PORTAL market. We do not intend to apply for listing of the debentures on any securities exchange or for quotation through Nasdaq. Accordingly, no assurance can be given as to the development of liquidity or any trading market for the debentures.

     The selling securityholders and any other person participating in the distribution of the debentures and the underlying common stock will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the debentures and the underlying common stock by the selling securityholders and any such other person. In addition, under Regulation M, any person engaged in the distribution of the debentures and the underlying common stock may not engage in market-making activities with respect to the debentures and the underlying common stock for certain periods prior to the commencement of such distribution. The foregoing may affect the marketability of the debentures and the underlying common stock and the ability of any person or entity to engage in market-making activities with respect to the debentures and the underlying common stock.

     To the extent required, the specific debentures or common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus forms a part.

     Pursuant to the registration rights agreement that has been filed as an exhibit to the registration statement of which this prospectus is a part, we and the selling securityholders have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act, and that each is entitled to contribution from the others in connection with these liabilities.

     We have agreed to pay substantially all of the expenses incidental to the issuance, registration, offering and sale of the debentures and the underlying common stock to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents. We estimate these expenses to be approximately $599,250.

37

LEGAL MATTERS

     Certain legal matters relating to the validity of the debentures and the underlying common stock issuable upon conversion of the debentures have been passed upon for us by Squire, Sanders & Dempsey L.L.P., Cincinnati, Ohio.

EXPERTS

     Our financial statements as of December 31, 2004 and 2003 and for each of the two years in the period ended December 31, 2004 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2004 have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their reports which are incorporated by reference in this prospectus. Our financial statements for the year ended December 31, 2002 incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2004 have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, as stated in their report. Such financial statements and management’s assessment are incorporated in reliance upon the reports of such firms given on their authority as experts in accounting and auditing.

38

$2,500,000,000

Floating Rate Convertible Senior Debentures
due 2035

               

Prospectus

              , 2005

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

SEC registration fee	$	294,250
Accountant’s fee and expenses	$	50,000
Attorneys’ fees and expenses	$	100,000
Trustee’s and Depositary fees and expenses	$	25,000
Printing and engraving expenses	$	30,000
Rating agencies’ fees	$	50,000
Miscellaneous	$	50,000
Total	$	599,250	*

* All fees and expenses other than the SEC registration fee are estimated. The expenses listed above will be paid by U.S. Bancorp.

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 Ninth 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.

Item 16. List of Exhibits

Exhibit
Number	Description
4.1	Restated Certificate of Incorporation of U.S. Bancorp, as amended through May 5, 2005 (incorporated by reference to Exhibit 3.1 to U.S. Bancorp’s quarterly report on Form 10-Q for the quarter ended March 31, 2005).
4.2	Restated Bylaws of U.S. Bancorp (incorporated by reference to Exhibit 3.2 to U.S. Bancorp’s annual report on Form 10-K for the year ended December 31, 2001).
4.3	Amended and Restated Rights Agreement, dated as of December 31, 2002, between U.S. Bancorp and Mellon Investor Services LLC (filed as Exhibit 4.2 to Amendment No. 1 to Registration Statement on Form 8-A (File No. 001-06880) on December 31, 2002).

Exhibit
Number	Description
4.4*	Indenture dated as of August 17, 2005 between U.S. Bancorp and Wachovia Bank of Delaware, National Association, as Trustee.
4.5*	Registration Rights Agreement dated as of August 17, 2005 by and between U.S. Bancorp and Lehman Brothers Inc.
4.6	Form of Common Stock certificate of U.S. Bancorp (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s registration statement on Form S-8 dated August 1, 1997).
4.7	Form of Floating Rate Convertible Senior Debenture due 2035 (included in Exhibit 4.4).
5.1*	Opinion and consent of Squire, Sanders & Dempsey L.L.P. as to the legality of the debentures and common stock to be issued by U.S. Bancorp.
12.1	Computation of ratio of earnings to fixed charges (incorporated by reference to Exhibit 12 to U.S. Bancorp’s quarterly report on Form 10-Q for the quarter ended March 31, 2005).
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Squire, Sanders & Dempsey L.L.P. (included as part of Exhibit 5.1).
24.1*	Power of attorney from directors of U.S. Bancorp signing by an attorney-in-fact.
25.1*	Statement of Eligibility on Form T-1 of Wachovia Bank of Delaware, National Association, as trustee of the Floating Rate Convertible Senior Debentures due 2035 of U.S. Bancorp.

* Filed herewith.

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) under the Securities Act 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

II-2

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 in the information set forth in the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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.

(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.

     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of U.S. Bancorp’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 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 will be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time will 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 each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that, in the opinion of the Securities and Exchange Commission, the indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by each 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 the director, officer or controlling person in connection with the securities being registered, each 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 the indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.

II-3

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 September 16, 2005.

U.S. Bancorp
By:	/s/ Jerry A. Grundhofer
	Jerry A. Grundhofer
	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/ Jerry A. Grundhofer Jerry A. Grundhofer	Chief Executive Officer and Director (principal executive officer)	September 16, 2005
/s/ David M. Moffett David M. Moffett	Vice Chairman and Chief Financial Officer (principal financial officer)	September 16, 2005
/s/ Terrance R. Dolan Terrance R. Dolan	Executive Vice President and Controller (principal accounting officer)	September 16, 2005
/s/ Victoria Buyniski Gluckman* Victoria Buyniski Gluckman	Director	September 16, 2005
/s/ Arthur D. Collins, Jr.* Arthur D. Collins, Jr.	Director	September 16, 2005
/s/ Peter H. Coors* Peter H. Coors	Director	September 16, 2005
/s/ Joel W. Johnson* Joel W. Johnson	Director	September 16, 2005
/s/ Jerry W. Levin* Jerry W. Levin	Director	September 16, 2005
/s/ David B. O’Maley* David B. O’Maley	Director	September 16, 2005

II-4

Signature	Title	Date
/s/ O’dell M. Owens, M.D., M.P.H.* O’dell M. Owens, M.D., M.P.H	Director	September 16, 2005
/s/ Richard G. Reiten* Richard G. Reiten	Director	September 16, 2005
/s/ Craig D. Schnuck* Craig D. Schnuck	Director	September 16, 2005
/s/ Warren R. Staley* Warren R. Staley	Director	September 16, 2005
/s/ Patrick T. Stokes* Patrick T. Stokes	Director	September 16, 2005
*By /s/ Terrance R. Dolan Terrance R. Dolan Attorney-in-fact	Attorney-in-fact for the persons indicated above with an *	September 16, 2005

II-5

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Restated Certificate of Incorporation of U.S. Bancorp, as amended through May 5, 2005 (incorporated by reference to Exhibit 3.1 to U.S. Bancorp’s quarterly report on Form 10-Q for the quarter ended March 31, 2005).
4.2	Restated Bylaws of U.S. Bancorp (incorporated by reference to Exhibit 3.2 to U.S. Bancorp’s annual report on Form 10-K for the year ended December 31, 2001).
4.3	Amended and Restated Rights Agreement, dated as of December 31, 2002, between U.S. Bancorp and Mellon Investor Services LLC (filed as Exhibit 4.2 to Amendment No. 1 to Registration Statement on Form 8-A (File No. 001-06880) on December 31, 2002).
4.4*	Indenture dated as of August 17, 2005 between U.S. Bancorp and Wachovia Bank of Delaware, National Association, as Trustee.
4.5*	Registration Rights Agreement dated as of August 17, 2005 by and between U.S. Bancorp and Lehman Brothers Inc.
4.6	Form of Common Stock certificate of U.S. Bancorp (incorporated by reference to Exhibit 4.1 to U.S. Bancorp’s registration statement on Form S-8 dated August 1, 1997).
4.7	Form of Floating Rate Convertible Senior Debenture due 2035 (included in Exhibit 4.4).
5.1*	Opinion and consent of Squire, Sanders & Dempsey L.L.P. as to the legality of the debentures and common stock to be issued by U.S. Bancorp.
12.1	Computation of ratio of earnings to fixed charges (incorporated by reference to Exhibit 12 to U.S. Bancorp’s quarterly report on Form 10-Q for the quarter ended March 31, 2005).
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Squire, Sanders & Dempsey L.L.P. (included as part of Exhibit 5.1).
24.1*	Power of attorney from directors of U.S. Bancorp signing by an attorney-in-fact.
25.1*	Statement of Eligibility on Form T-1 of Wachovia Bank of Delaware, National Association, as trustee of the Floating Rate Convertible Senior Debentures due 2035 of U.S. Bancorp.

* Filed herewith.

EX-4.4

Exhibit 4.4

U.S. BANCORP

Floating Rate Convertible
Senior Debentures due 2035

INDENTURE

Dated as of August 17, 2005

Wachovia Bank of Delaware, National Association

TRUSTEE

Exhibit 4.5

U.S. BANCORP

CROSS REFERENCE SHEET^*

This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant to Sections 310-318(a), inclusive, of the TIA.

	Sections of
Trust Indenture Act	Indenture
310(a)(1)(2)	5.9
(3)(4)	Inapplicable
(5)	5.9
(b)	5.7 and 5.9
(b)(1)(A)(C)	Inapplicable
(c)	Inapplicable
311(a)(b)	5.10 and 6.3
(c)	Inapplicable
312(a)	6.1 and 6.2(a)
(b)	6.2(b)
(c)	6.2(c)
313(a)	6.3
(b)(1)	Inapplicable
(2)	6.3
(c)	15.3
(d)	6.3
314(a)	6.4, 9.4 and 15.3
(b)	Inapplicable
(c)(1)(2)	1.2
(3)	Inapplicable
(d)	Inapplicable
(e)	1.2
315(a)(c)(d)	5.1
(b)	5.5
(e)	4.14
316(a)(1)	4.12 and 4.13
(2)	Inapplicable
(b)	4.8
(c)	6.1
317(a)	4.3 and 4.4
(b)	9.3
318(a)(c)	1.5
(b)	Inapplicable

*The Cross Reference Sheet is not part of the Indenture.

Exhibit 4.5

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND OTHER PROVISIONS
	OF GENERAL APPLICATION
Section 1.1	Certain Terms Defined		1
Section 1.2	Compliance Certificates and Opinions		9
Section 1.3	Form of Documents Delivered to Trustee		9
Section 1.4	Acts of Holders		10
Section 1.5	Conflict with Trust Indenture Act of 1939		10
Section 1.6	Effect of Headings and Table of Contents		11
Section 1.7	Separability Clause		11
Section 1.8	Benefits of Indenture		11
Section 1.9	Legal Holidays		11

	ARTICLE II
	THE SECURITIES
Section 2.1	Form and Dating	11
Section 2.2	Execution and Authentication	12
Section 2.3	Registrar, Paying Agent and Conversion Agent	13
Section 2.4	Paying Agent to Hold Money and Securities in Trust	13
Section 2.5	Transfer and Exchange	13
Section 2.6	Replacement Securities	15
Section 2.7	Outstanding Securities; Determinations of Holders’ Action	15
Section 2.8	Temporary Securities	16
Section 2.9	Cancellation	16
Section 2.10	Persons Deemed Owners	17
Section 2.11	Global Securities	17
Section 2.12	Legends	18
Section 2.13	Payment of Interest; Interest Rights Preserved	19
Section 2.14	CUSIP Numbers	21
	ARTICLE III
	SATISFACTION AND DISCHARGE
Section 3.1	Discharge of Liability on Securities	21
Section 3.2	Repayment of Moneys Held by Trustee or Paying Agent	21

 i

		Page
	ARTICLE IV
	REMEDIES
Section 4.1	Events of Default		22
Section 4.2	Acceleration of Maturity; Rescission and Annulment		23
Section 4.3	Collection of Indebtedness and Suits for Enforcement by Trustee		24
Section 4.4	Trustee May File Proofs of Claim		25
Section 4.5	Trustee May Enforce Claims Without Possession of Securities		25
Section 4.6	Application of Money Collected		25
Section 4.7	Limitation on Suits		26
Section 4.8	Unconditional Right of Holders to Receive Principal and Interest		26
Section 4.9	Restoration of Rights and Remedies		27
Section 4.10	Rights and Remedies Cumulative		27
Section 4.11	Delay or Omission Not Waiver		27
Section 4.12	Control by Holders		27
Section 4.13	Waiver of Past Defaults		27
Section 4.14	Undertaking for Costs		28
Section 4.15	Waiver of Stay or Extension Laws		28
	ARTICLE V
	THE TRUSTEE
Section 5.1	Duties of Trustee		28
Section 5.2	Rights of Trustee		30
Section 5.3	Individual Rights of Trustee		31
Section 5.4	Trustee’s Disclaimer		31
Section 5.5	Notice of Defaults		31
Section 5.6	Compensation and Indemnity		31
Section 5.7	Replacement of Trustee		32
Section 5.8	Successor Trustee by Merger		33
Section 5.9	Eligibility; Disqualification		33
Section 5.10	Preferential Collection of Claims Against Company		33
	ARTICLE VI
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
Section 6.1	Company to Furnish Trustee Information as to Names and Addresses of Holders		33
Section 6.2	Preservation of Information; Communications to Holders		33
Section 6.3	Reports by Trustee		35
Section 6.4	Reports by Company		35

ii

		Page
	ARTICLE VII
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 7.1	Consolidations and Mergers of Company Permitted Subject to Certain Conditions		36
Section 7.2	Rights and Duties of Successor Corporation		37
	ARTICLE VIII
	SUPPLEMENTAL INDENTURES
Section 8.1	Supplemental Indentures Without Consent of Holders		37
Section 8.2	Supplemental Indentures with Consent of Holders		38
Section 8.3	Execution of Supplemental Indentures		39
Section 8.4	Effect of Supplemental Indentures		39
Section 8.5	Reference in Securities to Supplemental Indentures		39
	ARTICLE IX
	COVENANTS OF THE COMPANY
Section 9.1	Payment of Principal, Premium and Interest		39
Section 9.2	Maintenance of Office or Agency		40
Section 9.3	Money for Securities Payments to Be Held in Trust		40
Section 9.4	Compliance Certificate		41
Section 9.5	Calculation of Certain Amounts		41
Section 9.6	Further Instruments and Acts		41
	ARTICLE X
	REDEMPTION OF SECURITIES
Section 10.1	Right to Redeem; Notices to Trustee		42
Section 10.2	Selection of Securities to Be Redeemed		42
Section 10.3	Notice of Redemption		42
Section 10.4	Effect of Notice of Redemption		43
Section 10.5	Deposit of Redemption Price		43
Section 10.6	Securities Redeemed in Part		43
	ARTICLE XI
	CONVERSION
Section 11.1	Conversion Rights		44
Section 11.2	Cash Settlement		44
Section 11.3	Conversion Procedures		44
Section 11.4	Fractional Shares		46

iii

		Page
Section 11.5	Taxes on Conversion		46
Section 11.6	Company to Provide Common Stock		46
Section 11.7	Adjustment of Conversion Rate		47
Section 11.8	Adjustment for Tax Purposes		52
Section 11.9	Notice of Adjustment		52
Section 11.10	Notice of Certain Transactions		53
Section 11.11	Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege		53
Section 11.12	Trustee’s Disclaimer		54
Section 11.13	Rights Issued in Respect of Common Stock Issued upon Conversion		54
Section 11.14	Company Determination Final		54
	ARTICLE XII
	REPAYMENT AT OPTION OF HOLDERS
Section 12.1	Applicability of Article		54
Section 12.2	Effect of Purchase Notice		56
Section 12.3	Deposit of Purchase Price		57
Section 12.4	Securities Purchased in Part		57
Section 12.5	Compliance with Securities Laws upon Purchase of Securities		57
Section 12.6	Repayment to the Company		57
	ARTICLE XIII
	REPAYMENT AT OPTION OF HOLDER
	UPON A CHANGE IN CONTROL
Section 13.1	Right to Require Purchase		58
Section 13.2	Effect of Change in Control Purchase Notice		60
Section 13.3	Deposit of Change in Control Purchase Price		61
Section 13.4	Securities Purchased in Part		62
Section 13.5	Compliance with Securities Laws upon Purchase of Securities		62
Section 13.6	Repayment to the Company		62
	ARTICLE XIV
	IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
	OFFICERS, DIRECTORS AND EMPLOYEES
Section 14.1	Exemption from Individual Liability		63
	ARTICLE XV
	MISCELLANEOUS PROVISIONS
Section 15.1	Successors and Assigns of Company Bound by Indenture		63
Section 15.2	Acts of Board, Committee or Officer of Successor Corporation Valid		63

iv

		Page
Section 15.3	Required Notices or Demands		63
Section 15.4	Governing Law		64
Section 15.5	Indenture May Be Executed in Counterparts		64
ANNEX A	Form of Global Security

 v

     INDENTURE, dated as of the 17th day of August, 2005, between U.S. BANCORP, a Delaware corporation (the “Company”), and Wachovia Bank of Delaware, National Association, as trustee (the “Trustee”).

     WHEREAS, for its lawful corporate purposes, the Company deems it necessary to issue its securities and has duly authorized the execution and delivery of this Indenture to provide for the issuance of its Floating Rate Convertible Senior Debentures due 2035 (the “Securities”).

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities by the Holders (as defined herein), it is mutually covenanted and agreed by the Company and by the Trustee, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

     Section 1.1 Certain Terms Defined.

     (a) Definitions.

     “Accreted Principal Amount” when used with respect to any Security, means the Original Principal Amount increased daily by the applicable Variable Yield. The Accreted Principal Amount will accrete daily at the applicable Variable Yield applied to the Accreted Principal Amount of the Security as of the day immediately preceding the most recent LIBOR Reset Date. The accretion shall be calculated using the actual number of days elapsed from and including the LIBOR Reset Date to but excluding the next LIBOR Reset Date divided by 360.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.

     “Board of Directors” means either the board of directors of the Company or any duly authorized committee of such board.

     “Board Resolution” shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York or Wilmington, Delaware are authorized or required by law, regulation or executive order to close, provided such day is also a London banking day.

     “Capital Stock” for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that corporation.

     “Closing Sale Price” of Common Stock on any date means 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 such date as reported in composite transactions for the principal United States securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the National Association of Securities Dealers Automated Quotation System.

     “Commission” means the Securities and Exchange Commission or any successor thereto.

     “Common Stock” shall mean the shares of Common Stock, $0.01 par value, of the Company as it exists on the date of this Indenture or any other shares of Capital Stock of the Company into which the Common Stock shall be reclassified or changed.

     “Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any such subsequent successor or successors.

     “Company Request” or “Company Order” means a written request or order signed in the name of the Company by any two Officers and delivered to the Trustee.

     “Conversion Price” means the dollar amount (initially $36.06) derived by dividing the Accreted Principal Amount (which will be $1,000 until August 21, 2026) by the Conversion Rate.

     “Conversion Rate” means an initial rate of 27.7316, subject to adjustment as set forth in Section 11.7.

     “Conversion Reference Period” means:

     (1) for Securities that are converted after the Company specifies a Redemption Date pursuant to Section 10.3, the ten consecutive Trading Days beginning on the third Trading Day following the Redemption Date (in the case of a partial redemption, this will apply only to those Securities that are subject to redemption); and

     (2) in all other instances, the ten consecutive Trading Days beginning on the third Trading Day following the Conversion Date.

2

     “Conversion Value” means the average of the Daily Conversion Values for each of the ten consecutive Trading Days of the applicable Conversion Reference Period.

     “Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at One Penn Plaza, Suite 1414, New York, NY 10119. Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

     “Current Market Price” on any date means the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to such date.

     “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

     “Daily Conversion Value” means, with respect to any Trading Day, the product of (1) the applicable Conversion Rate and (2) the Closing Sale Price of Common Stock on such Trading Day.

     “Daily Share Amount” means, for each Trading Day of the applicable Conversion Reference Period, a number of shares determined by the following formula:

(Closing Sale Price on Such Trading Day * Applicable Conversion Rate) – the Accreted Principal

Amount of the Debenture on the Conversion Date

Closing Sale Price on Such Trading Day * 10

     “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “Global Security” or “Global Securities” means Securities that are in the form of the Securities attached hereto as Annex A.

     “Holder” means a Person in whose name a Security is registered on the Registrar’s books.

     “Indebtedness” means obligations (other than nonrecourse obligations) of the Company for borrowed money or evidenced by bonds, debentures, notes or similar instruments.

     “Indenture” means this trust indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof.

3

     “Initial Purchaser” means Lehman Brothers Inc.

     “Interest Payment Date” means the February 21, May 21, August 21 and November 21 of each year, beginning November 21, 2005 until August 21, 2026.

     “Interest Period” means each period for which interest is accrued, from and including the most recent Interest Payment Date to which interest has been paid or duly made available for payment (or August 17, 2005, if no interest has been paid or been duly made available for payment) to, but excluding, the next succeeding Interest Payment Date or Redemption Date or Purchase Date or Change in Control Purchase Date, as the case may be.

     “Issue Date” of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security.

     “Legal Holiday” means a day that is not a Business Day.

     “LIBOR Determination Date” means the second London banking day preceding the related LIBOR Reset Date.

     “LIBOR Reset Date” means the February 21, May 21, August 21 and November 21 of each year; provided that, if any LIBOR Reset Date would otherwise be a day that is not a Business Day, such LIBOR Reset Date shall be postponed to the next succeeding Business Day, except if such Business Day falls in the next succeeding calendar month, such LIBOR Reset Date will be the immediately preceding Business Day.

     “Liquidated Damages” shall have the meaning set forth in the Registration Rights Agreement, dated as of August 17, 2005, between the Company and the Initial Purchaser; provided, however, that “Liquidated Damages” shall be due and payable only at the times, in the amounts and to the Persons as provided in the Registration Rights Agreement.

     “London banking day” means a day on which commercial banks are open for business, including dealings in United States dollars, in London.

     “Officer” means the Chairman of the Board, the President, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

     “Officers’ Certificate” means a written certificate containing the information specified in Section 1.2, signed in the name of the Company by any two Officers and delivered to the Trustee. An Officers’ Certificate given pursuant to Section 9.4 shall be signed by the principal executive, financial or accounting officer of the Company but need not contain the information specified in Section 1.2.

     “Opinion of Counsel” means a written opinion from legal counsel containing the information specified in Section 1.2. The counsel may be an employee of, or counsel to, the Company.

4

     “Original Principal Amount” of a Security means the principal amount set forth on the face of the Security.

     “Person” or “Persons” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

     “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

     “Redemption Date” means the date specified for redemption of the Securities in accordance with the terms of the Securities and this Indenture.

     “Redemption Price” means, when used with respect to any Security to be redeemed, the price at which it is to be redeemed by or pursuant to this Indenture.

     “Regular Record Date” means each February 1, May 1, August 1 and November 1, as the case may be, immediately preceding the relevant Interest Payment Date.

     “Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department (or any successor group), including, without limitation, any vice president, any assistant vice president, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

     “Rule 144” means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time.

     “Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

     “Securities” or “Security” means any of the Company’s Floating Rate Convertible Senior Debentures due 2035, as amended or supplemented from time to time, issued under this Indenture.

     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “Security Register” means the register maintained by the Registrar that evidences ownership of the Securities.

     “Special Record Date” means, for the payment of any Defaulted Interest, the date fixed by the Trustee pursuant to Section 2.13.

5

     “Stated Maturity,” when used with respect to any Security, means the date specified in such Security as the fixed date on which an amount equal to the Accreted Principal Amount of such Security is due and payable.

     “Subsidiary” means (i) a corporation, a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is, at the date of determination, directly or indirectly owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, (ii) a partnership in which the Company or a Subsidiary of the Company, one or more Subsidiaries of the Company or the Company and one or more Subsidiaries of the Company holds a majority interest in the equity capital or profits of such partnership, or (iii) any other Person (other than a corporation) in which the Company, one or more Subsidiaries of the Company or the Company and one or more Subsidiaries of the Company, directly or indirectly, at the date of determination, has (x) at least a majority ownership interest or (y) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

     “Tax Original Issue Discount” means the amount of ordinary interest income on a Security that must be accrued as original issue discount for United States federal income tax purposes.

     “3-month LIBOR” means:

     (a) the rate for three-month deposits in United States dollars commencing on the related LIBOR Reset Date, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the LIBOR Determination Date; or

     (b) if no rate appears on the particular LIBOR Determination Date on the Moneyline Telerate Page 3750, the rate calculated by the Trustee as the arithmetic mean of at least two offered quotations obtained by the Trustee after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the Trustee with its offered quotation for deposits in United States dollars for the period of three months, commencing on the related LIBOR Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that LIBOR Determination Date and in a principal amount that is representative for a single transaction in United Sates dollars in that market at that time; or

     (c) if fewer than two offered quotations referred to in clause (b) are provided as requested, the rate calculated by the Trustee as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on the particular LIBOR Determination Date by three major banks in The City of New York selected by the Trustee for loans in United States dollars to leading European banks for a period of three months and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

     (d) if the banks so selected by the Trustee are not quoting as mentioned in clause (c), 3-month LIBOR in effect on the particular LIBOR Determination Date.

     “TIA” means the Trust Indenture Act of 1939 as in effect on the date of this Indenture; provided, however, that in the event the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended.

6

     “Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the National Association of Securities Dealers Automated Quotation System or, if the Common Stock is not quoted on the National Association of Securities Dealers Automated Quotation System, on the principal other market on which the Common Stock is then traded.

     “Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

     “Variable Yield” from the Issue Date through and including August 20, 2006 will equal 0% per annum and beginning on August 21, 2026 will be reset quarterly on each LIBOR Reset Date to 3-month LIBOR minus 1.68% per annum; provided, however, that the Variable Yield shall in no event be less than 0% per annum.

7

     (e) Other Definitions.

	Defined in
Term	Section
“Act”		1.4	(a)
“Agent Members”		2.11	(f)
“applicants”		6.2	(b)
“Associate”		13.1	(b)
“Cash Percentage”		11.2
“Change in Control”		13.1	(a)
“Change in Control Purchase Date”		13.1	(a)
“Change in Control Purchase Notice”		13.1	(c)
“Change in Control Purchase Price”		13.1	(a)
“Conversion Agent”		2.3
“Conversion Date”		11.3
“Conversion Notice”		11.3
“current dividend amount”		11.7	(d)
“Defaulted Interest”		2.13
“Depositary”		2.1
“Event of Default”		4.1
“Expiration Time”		11.7	(e)
“Legend”		2.5	(f)
“Notice of Default”		4.1
“Paying Agent”		2.3
“Purchase Agreement”		2.2
“Purchase Date”		12.1
“Purchase Notice”		12.1
“Purchase Price”		12.1
“Purchased Shares”		11.7	(e)
“QIB” or “QIBs”		2.1
“Reference Date”		11.6	(c)
“Registrar”		2.3
“Rights”		11.13
“Rights Agreement”		11.13

8

     Section 1.2 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel (which shall not be required in connection with the initial issuance) stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (3) a statement that, in the opinion of each individual signing such certificate, such individual has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4) a statement as to whether or not, in the opinion of each such individual, such condition or covenant has been complied with.

     Section 1.3 Form of Documents Delivered to Trustee. 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 legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer actually knows that the certificate or opinion or representations with respect to the matters upon which his 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 stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care (but without having made an investigation specifically for the purpose of rendering such opinion) should know, that the certificate or opinion or representations with respect to such matters are erroneous.

9

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

     Section 1.4 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in Person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 5.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4.

     (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.

     (c) The ownership of Securities shall be proved by the Security Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

     (e) The Company may, but shall not be obligated to, set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture. If a record date is fixed, those Persons who were Holders of Securities at such record date (or their duly designated proxies), and only those Persons, shall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons continue to be Holders after such record date. No action approved by such vote or consent shall be taken more than six months after such record date.

     Section 1.5 Conflict with Trust Indenture Act of 1939. This Indenture is subject to, and will be governed by, the provisions of the TIA that are required to be a part of and govern indentures qualified under the TIA (regardless of whether or not this Indenture has been qualified thereunder). If any provision hereof limits, qualifies or conflicts with a provision of the TIA that

10

is required under the TIA to be part of and govern this Indenture, the TIA shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, such provision shall be deemed either to apply to this Indenture so modified or to be excluded, as the case may be.

     Section 1.6 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.

     Section 1.7 Separability Clause. In case any provision in this Indenture or in any Security 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 1.8 Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

     Section 1.9 Legal Holidays. Subject to the next two succeeding sentences, if any specified date (including a date for giving notice) on which action is to be taken under this Indenture is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday. In any case where an Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity or earlier Redemption Date, Purchase Date or Change in Control Purchase Date) of a Security falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Interest Payment Date to such next succeeding Business Day, provided that, if such Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the Business Day immediately preceding such Interest Payment Date. If the Stated Maturity, Redemption Date, Purchase Date or Change in Control Purchase Date of a Security would fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Stated Maturity, Redemption Date, Purchase Date or Change in Control Purchase Date to such next succeeding Business Day.

ARTICLE II

THE SECURITIES

     Section 2.1 Form and Dating. The Securities designated “Floating Rate Convertible Senior Debentures due 2035” of the Company shall be substantially in the form set forth in Annex A hereto, which is incorporated into and shall be deemed a part of this Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers of the

11

Company executing the Securities, as evidenced by their execution of the Securities. Each Security shall be dated the date of its authentication.

     All of the Securities are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, “QIBs” or individually a “QIB”) in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more restricted Global Securities, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the depositary, The Depository Trust Company (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided.

     Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate Original Principal Amount of outstanding Securities from time to time endorsed thereon and that the aggregate Original Principal Amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the Original Principal Amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with the standing instructions and procedures existing between the Depositary and the Trustee.

     Certificated Securities shall be issued only under the limited circumstances provided in Section 2.11(b) hereof.

     Section 2.2 Execution and Authentication. The Securities shall be executed on behalf of the Company by any Officer. The signature of any of these Officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized Officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

     The Trustee shall authenticate and deliver Securities for original issue in an aggregate Original Principal Amount of $2,500,000,000 (up to $2,875,000,000 if the Initial Purchaser exercises in full its option to purchase additional securities pursuant to the Purchase Agreement dated August 10, 2005 between the Company and the Initial Purchaser (the “Purchase Agreement”)) upon a Company Order without any further action by the Company. The Securities shall be issued only in registered form without coupons and only in denominations of

12

$1,000 of Original Principal Amount and any integral multiple thereof. The aggregate Original Principal Amount of Securities outstanding at any time may not exceed the amount set forth in the first sentence of this paragraph, except as provided in Section 2.6.

     Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Securities may be presented for purchase or payment (“Paying Agent”) and an office or agency where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent and the term Conversion Agent includes any additional conversion agent.

     The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to the duties of such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 5.6. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar.

     The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities.

     Section 2.4 Paying Agent to Hold Money and Securities in Trust. Except as otherwise provided herein, on or prior to each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders and/or the Trustee all money held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all money so held in trust. If the Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon doing so, the Paying Agent shall have no further liability for the money.

     Section 2.5 Transfer and Exchange. (a) Subject to Section 2.11 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities

13

of any authorized denomination or denominations, of a like aggregate Original Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange.

     The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.

     (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.11 and this Section 2.5(b). Transfers of a Global Security shall be limited to transfers of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

     (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities.

     (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

     (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

     (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends on the form of Security attached hereto as Annex A setting forth such restrictions (collectively, the “Legend”), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not “restricted” within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that

14

does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.

     (g) Nothing in this Indenture or in the Securities shall prohibit the sale or other transfer of any Securities (including beneficial interests in Global Securities) to the Company or any of its Subsidiaries, which Securities shall thereupon be canceled in accordance with Section 2.9 of this Indenture.

     Section 2.6 Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and Original Principal Amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Articles XII or XIII hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be.

     Upon the issuance of any new Securities under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 2.7 Outstanding Securities; Determinations of Holders’ Action. Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those delivered to it pursuant to Section 2.6 and those described in this Section 2.7 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Original Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be

15

outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations made pursuant to Articles IV and VIII).

     If a Security is replaced pursuant to Section 2.6, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

     If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or a Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or Stated Maturity, as the case may be, such Securities shall cease to be outstanding and interest, if any, and principal on such Securities shall cease to accrue or accrete, as the case may be; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made.

     If a Security is converted in accordance with Article XI, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any, and principal shall cease to accrue or accrete, as the case may be, on such Security.

     Section 2.8 Temporary Securities. Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.3, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Original Principal Amount of definitive Securities of authorized denominations. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

     Section 2.9 Cancellation. All Securities surrendered for payment, purchase by the Company pursuant to Articles XII and XIII, conversion, redemption or registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, who shall promptly cancel them. The Company may at any time deliver to the Trustee for

16

cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article XI. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 2.9, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary practice.

     Section 2.10 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of the Security or the payment of any Redemption Price, Purchase Price or Change in Control Purchase Price in respect thereof, and interest thereon, for the purpose of conversion and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 2.11 Global Securities.

     (a) Notwithstanding any other provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.5 and this Section 2.11. A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any other such Person may be registered; provided that this clause (a) shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security. No transfer of a Security to any Person shall be effective under this Indenture unless and until such Security has been registered in the name of such Person.

     (b) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any Person other than the Depositary or one or more nominees thereof, provided that a Global Security may be exchanged for Securities registered in the names of any Person designated by the Depositary in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (ii) the Company decides to discontinue the use of the system of book-entry transfer through the Depositary (or any successor Depositary) or (iii) an Event of Default has occurred and is continuing with respect to the Securities. Any Global Security exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

17

     (c) Securities issued in exchange for a Global Security or any portion thereof (i) shall be issued in definitive, fully registered form, without interest coupons, (ii) shall have an aggregate Original Principal Amount equal to that of such Global Security or portion thereof for which such Securities are to be so exchanged, (iii) shall be registered in such names and be in such authorized denominations as the Depositary shall designate and (iv) shall bear the applicable Legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the Original Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

     (d) Subject to the provisions of Section 2.11(f) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

     (e) In the event of the occurrence of any of the events specified in Section 2.11(b) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons.

     (f) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

     Section 2.12 Legends.

     (a) Subject to the succeeding paragraph, every Security shall be subject to the restrictions on transfer provided in the Legend including the delivery of a certification or an Opinion of Counsel, if so requested by the Company or the Registrar.

     (b) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the

18

holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company and the Registrar and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security of like tenor and aggregate Original Principal Amount, which Security shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the Securities Act. The Trustee and the Registrar shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement.

     (c) As used in the preceding two paragraphs of this Section 2.12, the term “transfer” encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security.

     (d) United States Tax Legend. All Securities shall bear the following legend:

     FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS AUGUST 17, 2005, THE ISSUE PRICE IS $1,000 PER GLOBAL SECURITY, THE YIELD TO MATURITY IS INDETERMINATE, AND ORIGINAL ISSUE DISCOUNT EFFECTIVELY ACCRUES AT A RATE OF THREE-MONTH LIBOR MINUS 1.68% PER ANNUM.

     Section 2.13 Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 9.2; provided, however, that each installment of interest on any Security may at the Company’s option be paid by mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 15.3, to the address of such Person as it appears on the Security Register.

     Any interest on any Security that is payable but is not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or Predecessor Securities) are registered at the

19

close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities at such Holder’s address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

     (2) The Company may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

     On conversion of a Holder’s Securities, such Holder shall not receive any cash payment of interest. The Company’s delivery to a Holder of the cash and Common Stock, if any, into which such Holder’s Securities are convertible, together with any cash payment for fractional shares, shall be deemed to satisfy: (i) the Company’s obligation to pay the Accreted Principal Amount of the Security and (ii) the Company’s obligation to pay accrued but unpaid interest, if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date.

     Notwithstanding the above, if any Securities are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Securities at the close of business on such Regular Record Date shall receive the interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Such Securities, upon surrender for conversion, must be accompanied by funds equal to the amount of interest payable on the Accreted Principal Amount of the Securities so converted (unless the Company has been specified a Redemption Date or a Change in Control Purchase Date that occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it relates), in which case no such payment shall be required.

20

     Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

     Section 2.14 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE III

SATISFACTION AND DISCHARGE

     Section 3.1 Discharge of Liability on Securities. When (i) the Company delivers to the Trustee or any Paying Agent all outstanding Securities (other than Securities replaced pursuant to Section 2.6 of the Indenture) for cancellation or (ii) all outstanding Securities have become due and payable, whether at Stated Maturity, any Redemption Date, any Purchase Date, a Change in Control Purchase Date, or upon conversion or otherwise, and the Company deposits with the Trustee, any Paying Agent or the Conversion Agent, if applicable, cash or, if expressly permitted by the terms of the Securities, a combination of cash and Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.6), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 5.6, cease to be of further effect, except for the indemnification of the Trustee, which shall survive such satisfaction and discharge. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the reasonable cost and expense of the Company.

     Section 3.2 Repayment of Moneys Held by Trustee or Paying Agent. Any moneys deposited with the Trustee or any Paying Agent for the payment of the principal of or interest on any Security and not applied but remaining unclaimed by the Holders for two years after the date upon which the principal of or interest on such Security shall have become due and payable, shall be repaid to the Company by the Trustee or such Paying Agent on demand, and the Holder of any of the Securities entitled to receive such payment shall thereafter look only to the Company for the payment thereof and all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease.

21

ARTICLE IV

REMEDIES

     Section 4.1 Events of Default. “Event of Default,” wherever used herein with respect to the Securities, shall mean any one of the following events:

     (a) a default in the payment of the Accreted Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price with respect to any Security when such payment becomes due and payable pursuant to the terms hereof;

     (b) a default in the payment of any interest, if any, on the Securities, when the same becomes due and payable, for a period of 30 days;

     (c) the failure by the Company to convert any Securities into cash and, if applicable, shares of Common Stock in the amounts set forth in Section 11.2 hereof;

     (d) the failure by the Company to comply with any of its other agreements in the Securities or this Indenture (other than those referred to in clauses (a), (b) or (c) above) upon receipt by the Company of written notice of such default by the Trustee or by Holders of not less than 25% in aggregate Original Principal Amount of the Securities at the time outstanding and such failure (or failure to obtain a waiver thereof) continues for 90 days after receipt by the Company of a Notice of Default;

     (e) the Company pursuant to, under or within the meaning of any Bankruptcy Law:

     (1) commences a voluntary case or proceeding;

     (2) consents to the entry of an order for relief against it in an involuntary case or proceeding or the commencement of any case against it;

     (3) consents to the appointment of a Custodian of it or for any substantial part of its property;

     (4) makes a general assignment for the benefit of its creditors;

     (5) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or

     (6) consents to the filing of such petition or the appointment of or taking possession by a Custodian;

     and

     (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

22

     (1) is for relief against the Company in an involuntary case or proceeding, or adjudicates the Company insolvent or bankrupt;

     (2) appoints a Custodian of the Company or for any substantial part of the property of the Company; or

     (3) orders the winding up or liquidation of the Company;

     and the order or decree remains unstayed and in effect for at least 60 days.

     A Default under clause (d) above is not an Event of Default until the Trustee notifies the Company, or Holder notifies the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (d) above after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

     The Company shall deliver to the Trustee, within 30 days after it becomes aware of the occurrence thereof, written notice of any event which with the giving of notice or the lapse of time, or both, would become an Event of Default under clause (d) above, its status and what action the Company is taking or proposes to take with respect thereto.

     Section 4.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 4.1(e) or (f)) occurs and is continuing, the Trustee, by notice to the Company or the Holders of at least 25% in aggregate Original Principal Amount of the Securities at the time outstanding by notice to the Company and the Trustee, may declare the Accreted Principal Amount of the Securities as of the date of such declaration, and any accrued and unpaid interest, if any, through the date of such declaration, on all the Securities to be immediately due and payable. Upon such a declaration, such Accreted Principal Amount and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 4.1(e) or (f) occurs and is continuing, the Accreted Principal Amount and any accrued and unpaid interest, if any, on all the Securities through the date of the occurrence of such Event of Default shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

     At any time after such a declaration of acceleration with respect to Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate Original Principal Amount of the outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay

     (A) all overdue interest, if any, on all Securities,

23

     (B) the principal (including accreted principal, if any) of the Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities,

     (C) to the extent that payment of such interest is enforceable under applicable law, interest upon overdue interest to the date of such payment or deposit at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so prescribed, at the rate borne by the Securities during the period of such default, and

     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

     and

     (2) all Events of Default with respect to the Securities, other than the non-payment of the principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 4.13.

No such waiver or rescission and annulment shall affect any subsequent default or impair any right consequent thereon.

     Section 4.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that (1) in case default shall be made in the payment of any installment of interest, if any, on any Security, as and when the same shall become due and payable, and such default shall have continued for a period of 30 days or (2) in case default shall be made in the payment of the principal (including accreted principal, if any) of any Security when the same becomes due in accordance with the terms thereof and such default shall have continued for a period of five Business Days then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount that then shall have become due and payable on all such Securities for principal (including accreted principal, if any) or interest, if any, or both, as the case may be, with interest upon the overdue principal (including accreted principal, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate borne by the Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its own negligence or willful misconduct.

     If an Event of Default with respect to Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of the Securities by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

24

     Section 4.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, in respect of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise,

     (i) to file and prove a claim for the entire Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and/or interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and

     (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 5.6.

     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 4.5 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

     Section 4.6 Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order:

     FIRST: To the payment of all amounts due the Trustee under Section 5.6;

25

     SECOND: To the payment of the amounts then due and unpaid for Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities; and

     THIRD: To the payment of the remainder, if any, to the Company or as a court of competent jurisdiction may direct.

     Section 4.7 Limitation on Suits. No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

     (1) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;

     (2) the Holders of not less than 25% in aggregate Original Principal Amount of the outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

     (3) such Holder or Holders shall have offered to the Trustee security or indemnity satisfactory to it as it may require against the costs, expenses and liabilities to be incurred in compliance with such request;

     (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceeding; and

     (5) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.12 during such 60-day period by the Holders of a majority in Original Principal Amount of the outstanding Securities;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable and common benefit of all of such Holders.

     Section 4.8 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, on such Security after the respective due dates expressed in such Security, and to convert the Securities in accordance with Article XI, and to institute suit for the enforcement of any such payment on or after such respective dates, and such rights shall not be impaired without the consent of such Holder.

26

     Section 4.9 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

     Section 4.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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 4.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 4.12 Control by Holders. The Holders of a majority in aggregate Original Principal Amount of the outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities; provided, however, that

     (1) such direction shall not be in conflict with any rule of law or with this Indenture;

     (2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction;

     (3) such direction is not unduly prejudicial to the rights of Holders not taking part in such direction; and

     (4) such direction would not subject the Trustee to Personal liability, as the Trustee, upon being advised by counsel, shall reasonably determine.

     Section 4.13 Waiver of Past Defaults. The Holders of at least a majority in aggregate Original Principal Amount of the outstanding Securities may on behalf of the Holders of all the Securities by notice to the Trustee waive any past default hereunder with respect to such Securities and its consequences, except a Default:

     (1) which is an Event of Default described in Section 4.1(a), (b) or (c); or

27

     (2) in respect of a covenant or provision hereof which under Article VIII cannot be modified or amended without the consent of the Holder of each outstanding Security.

     Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, and the Company, the Trustee and Holders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

     Section 4.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 4.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in Original Principal Amount of the outstanding Securities, or to any suit instituted by any Holder pursuant to Section 4.8. This Section 4.14 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.

     Section 4.15 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, 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 would prohibit or forgive the Company from paying all or any portion of the Accreted Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price or interest, if any, in respect of Securities, as contemplated herein, or which may affect the covenants or the performance of this Indenture; 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 Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE V

THE TRUSTEE

     Section 5.1 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

28

     (b) Except during the continuance of an Event of Default:

     (1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others; and

     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in case of any such certificates or opinions which by provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

     This Section 5.1(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

     (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

     (1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 5.1;

     (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.12.

     Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 5.1.

     (e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives indemnity satisfactory to it against any loss, liability and expense.

     (f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company.

29

     Section 5.2 Rights of Trustee. The following are rights of the Trustee, subject to the Trustee’s duties and responsibilities under the TIA:

     (a) the Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document;

     (b) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel;

     (c) the Trustee may act through agents and attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care;

     (d) subject to the provisions of Section 5.1(c), the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers;

     (e) the Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

     (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

     (g) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, Personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

     (h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

     (i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

30

     (j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

     (k) the Trustee may request that the Company 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 Indenture, 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.

     Section 5.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 5.9 and 5.10.

     Section 5.4 Trustee’s Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use or application of the proceeds from the Securities, it shall not be responsible for any statement in the registration statement for the Securities under the Securities Act or in the Indenture or the Securities (other than its certificate of authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder.

     Section 5.5 Notice of Defaults. If a Default occurs and if it is known to the Trustee, the Trustee shall give to each Holder notice of the Default within 90 days after it occurs unless such Default shall have been cured or waived before the giving of such notice. Except in the case of a Default described in Section 4.1(a), (b) or (c), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders. The second sentence of this Section 5.5 shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA.

     Section 5.6 Compensation and Indemnity. The Company agrees:

     (a) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust);

     (b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and

     (c) to fully indemnify the Trustee, its officers, employees and/or any predecessor trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or

31

expense (including reasonable attorney’s fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

     To secure the Company’s payment obligations in this Section 5.6, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, as the case may be, on particular Securities.

     The Company’s payment obligations pursuant to this Section 5.6 shall survive the discharge of this Indenture and resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 4.1(f) or (g), the expenses, including the reasonable fees and expenses of its counsel, are intended to constitute expenses of administration under any Bankruptcy Law.

     Section 5.7 Replacement of Trustee. The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 5.7. The Holders of a majority in aggregate Original Principal Amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company. The Company shall remove the Trustee if:

     (a) the Trustee fails to comply with Section 5.9;

     (b) the Trustee is adjudged bankrupt or insolvent;

     (c) a receiver or public officer takes charge of the Trustee or its property; or

     (d) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall upon payment of its charges by the Company hereunder promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 5.6.

     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company), the Company or the Holders of a majority in aggregate Original Principal Amount of the Securities at the time

32

outstanding may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 5.9, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     Section 5.8 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

     Section 5.9 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Nothing herein contained shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of TIA Section 310(b).

     Section 5.10 Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE VI

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 6.1 Company to Furnish Trustee Information as to Names and Addresses of Holders. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee:

     (a) Semi-annually, not later than May 1 and November 1 in each year, commencing November 1, 2005, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of a date not more than 15 days prior to the time such list is furnished and

     (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that so long as the Trustee is the Registrar, no such list shall be required to be furnished.

     Section 6.2 Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders of Securities (1) contained in the most recent list furnished to it as provided in Section 6.1 and (2) received by it in the capacity of Paying Agent or Registrar (if so acting) hereunder.

33

     The Trustee may destroy any list furnished to it as provided in Section 6.1 upon receipt of a new list so furnished.

     (b) In case three or more Holders of Securities (hereinafter called “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities with respect to their rights under this Indenture or under the Securities, and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either

     (1) afford such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 6.2, or

     (2) inform such applicants as to the approximate number of Holders of Securities of such series or of all series, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 6.2, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of Securities whose name and address appear in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section 6.2, a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

     (c) Each and every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee or any Registrar or any Paying Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with the provisions of subsection (b) of this Section 6.2, regardless of the source from which such information was derived, and that the

34

Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under said subsection (b).

     Section 6.3 Reports by Trustee. Within 60 days after each May 5 beginning with May 15, 2005, the Trustee shall mail to each Holder and the Company a brief report dated as of such May 15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b).

     A copy of each report at the time of its mailing to Holders shall be filed by the Company with the Commission and each securities exchange, if any, on which the Securities are then listed. The Company agrees to promptly notify the Trustee whenever the Securities become listed on any securities exchange and of any delisting thereof.

     Section 6.4 Reports by Company. The Company shall file with the Trustee, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the Commission, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the Commission had the Company continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had it continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of TIA Section 314(a).

     Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     If at any time while any of the Securities are “restricted securities” within the meaning of Rule 144, the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will prepare and will furnish to any Holder, any beneficial owner of Securities and any prospective purchaser of Securities designated by a Holder or a beneficial owner of Securities, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Securities.

35

ARTICLE VII

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 7.1 Consolidations and Mergers of Company Permitted Subject to Certain Conditions. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

     (a) either (1) the Company shall be the continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company (i) shall be duly incorporated and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;

     (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

     (c) if, as a result of such transaction, the Securities become convertible into Common Stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the Company or such successor under the Securities, this Indenture and the Registration Rights Agreement ;and

     (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been satisfied.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

     The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 11.10, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 8.3, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company.

36

     Section 7.2 Rights and Duties of Successor Corporation. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company in accordance with Section 7.1, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE VIII

SUPPLEMENTAL INDENTURES

     Section 8.1 Supplemental Indentures Without Consent of Holders. The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more of the following purposes:

     (1) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company under this Indenture;

     (2) to add to the covenants of the Company or to add additional rights for the benefit of the Holders of Securities or to surrender any right or power herein conferred upon the Company;

     (3) to cure any ambiguity, omission, defect or inconsistency herein, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make such other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the interests of the Holders of Securities in any material respect;

     (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trust hereunder;

     (5) to add any additional Events of Default for the benefit of the Holders of Securities;

     (6) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in definitive form, registrable or not registrable as to principal, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form;

37

     (7) to secure the Securities; and

     (8) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA.

     Any amendment described in clause (3) above made solely to conform this Indenture to the final offering memorandum provided to investors in connection with the initial offering of the Securities by the Company will not be deemed to adversely affect the interests of Holders of Securities in any respect.

     The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder.

     Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the outstanding Securities, notwithstanding any of the provisions of Section 8.2.

     Section 8.2 Supplemental Indentures with Consent of Holders. With the consent of the Holders of at least a majority in Original Principal Amount of the outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Securities; provided, however, that no such supplemental indenture shall

     (1) change, in an adverse manner, the rights of the Holders of the Securities to convert the Securities;

     (2) change, in an adverse manner, the rights of the Holders of the Securities to require us to repurchase their Securities on specific dates pursuant to Article XII or upon a Change in Control pursuant to Article XIII;

     (3) change the maturity of any payment of principal of, or any installment of interest, if any, on the Securities, or reduce the Original Principal Amount or the Accreted Principal Amount thereof or alter the manner or rate of accretion of principal or the manner or rate of accrual of interest, if any, or any premium thereon, or change the place of payment where, or the coin or currency in which the Securities or any premium or interest, if any, thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof (or, in the case of redemption or purchase, on or after the Redemption Date or the Purchase Date or a Change in Control Purchase Date, as the case may be);

     (4) reduce the percentage in aggregate Original Principal Amount of the outstanding Securities, the consent of whose Holders is required for any such

38

modification, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or for any waiver of an Event of Default; or

     (5) modify this Section 8.2, except to increase any percentages required for approval or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.

     Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

     Section 8.3 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 5.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Section 8.4 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture pursuant to the provisions of this Article, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

     Section 8.5 Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities.

ARTICLE IX

COVENANTS OF THE COMPANY

     Section 9.1 Payment of Principal, Premium and Interest. The Company covenants and agrees that it will duly and punctually pay or cause to be paid all payments in respect of the

39

Securities in accordance with the terms of the Securities and this Indenture. Any amounts to be given to the Trustee or Paying Agent shall be deposited with the Trustee or Paying Agent by 12:00 P.M., New York City time by the Company at the latest on the day such payment is due. Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and interest, if any, shall be considered paid on the applicable date due if on such date (or, in the case of a Purchase Price or Change in Control Purchase Price, on the Business Day following the applicable Purchase Date or Change in Control Purchase Date, as the case may be) the Trustee or the Paying Agent holds, in accordance with this Indenture, money or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company further covenants to pay any and all amounts, including, without limitation, Liquidated Damages, as may be required pursuant to the Registration Rights Agreement.

     Section 9.2 Maintenance of Office or Agency. The Company shall maintain an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where the Securities may be presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where the Securities may be surrendered for purchase, redemption or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office of the Trustee, at its Corporate Trust Office, shall initially be such office or agency for all of the aforesaid purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes.

     Section 9.3 Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Securities, it will, on or before each due date of the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and interest, if any, on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such sums so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company will promptly notify the Trustee of any failure by the Company to take such action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for the Securities, it will, on or prior to each due date of the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and interest, if any, on any Securities, deposit with a Paying Agent a sum sufficient to pay such amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such amounts, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

40

     The Company will cause each Paying Agent, other than the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 9.3, that such Paying Agent will:

     (1) hold all sums held by it for the payment of the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and interest, if any, on the Securities (whether such sums have been paid to it by the Company or by any other obligor on the Securities) in trust for the benefit of the Persons entitled thereto;

     (2) give the Trustee notice of any failure by the Company (or any other obligor upon the Securities) to make any payment of the Accreted Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price and interest, if any, on the Securities when the same shall be due and payable; and

     (3) at any time during the continuance of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

     Anything in this Section to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining satisfaction and discharge of this Indenture, or for any other reason, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

     Section 9.4 Compliance Certificate. The Company will deliver to the Trustee, on or before a date not more than 120 days after the end of each fiscal year ending after the date hereof, an Officers’ Certificate, one of the signers of which shall be the principal financial, principal accounting or principal executive officer of the Company, stating, as to each officer signing such certificate, whether or not to the best of his knowledge the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and, if the Company shall be in default, specifying all such defaults and the nature thereof of which he may have knowledge.

     Section 9.5 Calculation of Certain Amounts. The Company shall file with the Trustee, within 30 days following the end of each calendar year, a written notice specifying (a) the amount of Tax Original Issue Discount (including the daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (b) such other specific information relating to such Tax Original Issue Discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

     Section 9.6 Further Instruments and Acts. The Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper or as the Trustee may request to carry out more effectively the purposes of this Indenture.

41

ARTICLE X

REDEMPTION OF SECURITIES

     Section 10.1 Right to Redeem; Notices to Trustee. The Company, at its option, may redeem the Securities at any time on or after August 21, 2006. If the Company elects to redeem Securities pursuant to the applicable provisions of the Securities, it shall notify the Trustee in writing of the Redemption Date, the Accreted Principal Amount of Securities to be redeemed, the Redemption Price, the percentage of the Daily Share Amount that will be settled in cash, if any, and the Conversion Value.

     The Company shall give the notice to the Trustee provided for in this Section 10.1 by a Company Order, at least 30 days before the Redemption Date.

     Section 10.2 Selection of Securities to Be Redeemed. If less than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by any other method the Trustee considers fair and appropriate (so long as such method is not prohibited by the rules of any stock exchange on which the Securities are then listed). The Trustee shall make the selection at least 15 days but not more than 60 days before the Redemption Date from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the Original Principal Amount of Securities that have denominations larger than $1,000. Securities and portions of Securities the Trustee selects shall be in Original Principal Amounts of $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

     If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

     Section 10.3 Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Securities to be redeemed.

     The notice shall identify the Securities to be redeemed and shall at a minimum state:

     (a) the Redemption Date;

     (b) the Redemption Price, or if then not ascertainable, the manner of calculation thereof, and accrued and unpaid interest, if any, payable on the Redemption Date;

     (c) the percentage of the Daily Share Amount that will be settled in cash, if any;

     (d) the dates and manner in which the Conversion Value shall be calculated;

42

     (e) the name and address of the Paying Agent and Conversion Agent;

     (f) that Securities called for redemption may be converted at any time before 5:00 P.M., New York City time, on the Business Day immediately preceding the Redemption Date;

     (g) that Holders who want to convert Securities must satisfy the requirements set forth in the applicable provisions of the Securities;

     (h) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

     (i) if fewer than all the outstanding Securities are to be redeemed, the certificate number and original principal amounts of the particular Securities to be redeemed;

     (j) that, unless the Company defaults in making payment of such Redemption Price, principal on the Securities called for redemption will cease to accrete and interest, if any, will cease to accrue on and after the Redemption Date; and

     (k) the CUSIP number of the Securities.

     At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense, provided that the Company makes such request at least three Business Days prior to such notice of redemption.

     Section 10.4 Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice except for Securities which are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the notice.

     Section 10.5 Deposit of Redemption Price. Prior to 12:00 P.M., New York City time on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price, together with interest, if any, accrued and unpaid to the Redemption Date, of all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted.

     Section 10.6 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Security in an authorized denomination equal in Original Principal Amount to the unredeemed portion of the Security surrendered.

43

ARTICLE XI

CONVERSION

     Section 11.1 Conversion Rights. The Securities shall be convertible at any time on or prior to August 21, 2035 in accordance with their terms and in accordance with and subject to this Article XI into cash and a number of shares, if any, of Common Stock per $1,000 Original Principal Amount of Securities surrendered for conversion, subject to the right of the Company to deliver cash in lieu of all or a portion of such shares of Common Stock, together with any payment for fractional shares, as described below.

     In respect of each $1,000 Original Principal Amount of Securities surrendered for conversion, the Company will deliver (1) cash in an amount equal to the lesser of (i) the Accreted Principal Amount of such Security as of the Conversion Date and (ii) the Conversion Value and (2) if the Conversion Value is greater than the Accreted Principal Amount of such Security as of the Conversion Date, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the ten consecutive Trading Days in the applicable Conversion Reference Period, subject to the right of the Company to deliver cash in lieu of all or a portion of such shares of Common Stock pursuant to Section 11.2.

     Section 11.2 Cash Settlement. On any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”) by delivering a written notice to the Conversion Agent setting forth such percentage. If the Company elects to specify a Cash Percentage, the amount of cash that it will deliver in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day and (iii) the Closing Sale Price of the Common Stock for such Trading Day. The number of shares of Common Stock deliverable in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company must settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company will pay cash in lieu of fractional shares otherwise issuable upon conversion of such Security.

     Section 11.3 Conversion Procedures. To convert a Security, a Holder must (a) complete and manually sign the notice on the back of the Security which states that such Holder wishes to convert a Security (the “Conversion Notice”) or a facsimile of the Conversion Notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or a Conversion Agent and (d) pay any transfer or similar tax, if required. The date on which such Holder satisfies the foregoing requirements is the “Conversion Date.”

     As soon as practicable following the end of the applicable Conversion Reference Period, the Company shall deliver to the Holder, through the Conversion Agent, the amount of cash due to a Holder upon conversion, together with a certificate for the number of shares of Common Stock, if any, then due and any cash payment for fractional shares pursuant to Section 11.4.

44

Anything herein to the contrary notwithstanding, in the case of Global Securities, Conversion Notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate, if any, is registered shall be deemed to be a shareholder of record at the close of business on the date on which the applicable Conversion Value is determined with respect to the applicable Conversion Reference Period; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company are closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock, if any, upon such conversion as the record holder or holders of such shares of Common Stock on such date.

     No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article. On conversion of a Security prior to August 20, 2026, except as provided below in the case of certain Securities or portions thereof called for redemption, that portion of accrued and unpaid interest, if any, on the converted Security attributable to the period from the most recent Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) through the Conversion Date shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of cash and Common Stock, if any, (together with the cash payment, if any, in lieu of fractional shares), in exchange for the Security being converted pursuant to the provisions hereof, and cash, together with the fair market value of such shares of Common Stock, if any, (together with any such cash payment in lieu of fractional shares), shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, if any, accrued through the Conversion Date and the balance, if any, of such cash payment, together with the fair market value of such Common Stock, if any, shall be treated as issued in exchange for the Original Principal Amount of the Security being converted pursuant to the provisions hereof.

     On conversion of a Security on or after August 21, 2026, the accretion of the principal amount attributable to the period from and including August 20, 2026, through the Conversion Date, including (except as provided below) accrued interest, if any, with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of cash and Common Stock, if any, (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof; and the cash, together with the fair market value of such shares, of Common Stock, if any, (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for the accretion of the principal amount from the Issue Date through the Conversion Date and accrued interest, if any, and the balance of any such cash payment and the fair market value of such Common Stock, if any, shall be treated as issued in exchange for the Original Principal Amount of the Security being converted pursuant to the provisions hereof.

     If a Holder converts more than one Security at the same time, the cash payment and the number of shares, if any, of Common Stock issuable upon the conversion shall be based on the aggregate Original Principal Amount of Securities converted.

45

     Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in Original Principal Amount to the Original Principal Amount of the unconverted portion of the Security surrendered.

     If any Securities are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such Securities at the close of business on such Regular Record Date shall receive the interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Such Securities, upon surrender for conversion, must be accompanied by funds equal to the amount of interest payable on the Accreted Principal Amount of the Securities so converted (unless the Company has been specified a Redemption Date or a Change in Control Purchase Date that occurs after a Regular Record Date and on or prior to the Interest Payment Date to which it relates), in which case no such payment shall be required.

     Section 11.4 Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of a Security. Instead, the Company will deliver cash for the current market value of the fractional share. The current market value of a fractional share of Common Stock shall be determined, to the nearest 1/1,000th of a share, by multiplying the Closing Sale Price of one share of the Company’s Common Stock in effect on the applicable date by the fractional amount and rounding the product to the nearest whole cent.

     Section 11.5 Taxes on Conversion. If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares, if any, of Common Stock upon such conversion. However, the Holder shall pay any such tax that is due because the Holder requests the shares, if any, to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificate, if any, representing the Common Stock being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares, if any, are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation.

     Section 11.6 Company to Provide Common Stock. The Company shall, prior to the issuance of any Securities under this Article, and from time to time as may be necessary, reserve, out of its authorized but unissued Common Stock, a sufficient number of shares of Common Stock to permit the conversion of all Securities outstanding into shares of Common Stock assuming the Conversion Rate in effect. Any shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares, shall be duly authorized, validly issued, fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

     The Company will endeavor promptly to comply with all federal and state securities laws regulating the registration of the offer and delivery of shares of Common Stock, if any, to a converting Holder upon conversion of Securities.

     If any shares of Common Stock which would be issuable upon conversion of Securities hereunder require registration with or approval of any governmental authority before such shares

46

or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on The New York Stock Exchange, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Securities prior to such delivery upon any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Section 11.7 Adjustment of Conversion Rate

     (a) In case the Company shall, while any of the Securities are outstanding, (i) pay a dividend or make a distribution with respect to its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by recapitalization or reclassification of its shares of Common Stock any shares of Capital Stock of the Company, then the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holders of any Securities thereafter surrendered for conversion shall be entitled to receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action had such Securities been converted immediately prior thereto. An adjustment made pursuant to this Section 11.7(a) shall become effective immediately after the record date in the case of a dividend or other distribution and shall become effective immediately after the effective date in case of a subdivision, combination, recapitalization or reclassification (or immediately after the record date if a record date shall have been established for such event); provided, however, that in the event that such dividend or distribution is not so paid or made, or such subdivision, combination, recapitalization or reclassification is not effected, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect but for such proposed transaction. If, as a result of an adjustment made pursuant to this Section 11.7(a), the Holder of any Security thereafter surrendered for conversion shall become entitled to receive shares of two or more classes or series of Capital Stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a Board Resolution filed with the Trustee) shall determine the allocation of the adjusted Conversion Rate between or among shares of such classes or series of Capital Stock.

     (b) In case the Company shall, while any of the Securities are outstanding, issue rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on such record date, then the Conversion Rate for the Securities shall be adjusted so that the same shall equal the ratio determined by multiplying the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Current Market Price. Such adjustment shall

47

become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. For the purposes of this Section 11.7(b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company shall not issue any rights or warrants in respect of the shares of Common Stock held in the treasury of the Company. In case any rights or warrants referred to in this Section 11.7(b) in respect of which an adjustment shall have been made shall expire unexercised after the same shall have been distributed or issued by the Company, the Conversion Rate shall be readjusted at the time of such expiration to the Conversion Rate that would have been in effect if no adjustment had been made in respect of such unexercised rights or warrants. If the Company shall at any time issue two or more securities as a unit and one or more of such securities shall be rights or warrants for Common Stock subject to this Section 11.7(b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors whose determination shall be conclusive and described in an Officers’ Certificate filed with the Trustee.

     (c) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of its Capital Stock, cash or assets (including securities and shares of the Company’s Subsidiaries, but excluding any dividend or distribution referred to in Section 11.7(a), any rights or warrants referred to in Section 11.7(b), and any dividend or distribution paid exclusively in cash described in Section 11.7(d)) then the Conversion Rate shall be increased so that the same shall equal the ratio determined by multiplying the Conversion Rate in effect immediately prior to the effectiveness of the Conversion Rate increase contemplated by this Section 11.7(c) by a fraction of which the numerator shall be the Current Market Price per share of Common Stock on the date fixed for the payment of such distribution (the “Reference Date”), and of which the denominator shall be the Current Market Price per share of the Common Stock on the Reference Date less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), on the Reference Date, of the portion of the evidences of indebtedness, shares of Capital Stock, cash and assets so distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following the Reference Date. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not occurred.

     If the Board of Directors determines the fair market value of any distribution for purposes of this Section 11.7(c) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price per share of Common Stock. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 9.3(d) by reference to the actual or when issued trading market for any distributed assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to Section 9.3(g) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders.

48

     Notwithstanding the foregoing, in the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s Subsidiaries (a “Spin-Off”), the Conversion Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction:

          (1) the numerator of which shall be the Current Market Price of the Common Stock (determined as set forth in the third and fourth succeeding sentences), plus the Fair Market Value on such date of the portion of the distributed assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date) (determined as set forth in the third and fourth succeeding sentences); and

          (2) the denominator of which shall be the Current Market Price on such date.

     Such increase shall become effective immediately prior to the opening of business on the day following the last Trading Day of the Spin-Off Valuation Period. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In the case of a Spin-Off, the Fair Market Value of the securities to be distributed shall equal the average of the closing sale prices of such securities on the principal securities market on which such securities are traded for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-Off (the “Spin-Off Valuation Period”), and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Sale Price for the Common Stock on the same Trading Day.

     Rights or warrants distributed by the Company to all holders of its shares of Common Stock entitling them to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”), (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 9.3(d) (and no adjustment to the Conversion Rate under this Section 9.3(d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different distributed assets, evidences of indebtedness or other assets, or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 9.3(d)):

49

     (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of shares of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of shares of Common Stock as of the date of such redemption or repurchase; and

          (2) in the case of such rights or warrants which shall have expired or been terminated without exercise, the Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

     For purposes of this Section 11.7(c), any dividend or distribution that includes cash, evidences of indebtedness or other assets and shares of Common Stock or rights or warrants to subscribe for or purchase shares of Common Stock shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, cash or assets other than such shares of Common Stock or such rights or warrants (making any Conversion Rate increase required by this Section 11.7(c)) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (making any further Conversion Rate increase required by Section 11.7(a) or 11.7(b)), except (A) the Reference Date of such dividend or distribution as defined in this Section 11.7(c) shall be substituted as (a) “the record date in the case of a dividend or other distribution,” (b) “the record date for the determination of holders entitled to receive such rights or warrants,” and (c) “the date fixed for such determination” within the meaning of Sections 11.7(a) and 11.7(b), and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed outstanding for purposes of computing any adjustment of the Conversion Rate in Section 11.7(a).

     (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock, cash (excluding any cash (1) that is distributed as part of a distribution referred to in Section 11.7(c), and (2) distributed as part of any quarterly cash dividend on Common Stock in any quarter to the extent that such quarterly cash dividend per share of Common Stock does not exceed $0.30 (the “current dividend amount”), then and in each such case, immediately after the close of business on such date of payment, the Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the close of business on such record date by a fraction:

     (i) the numerator of which shall be equal to the Current Market Price on such record date, and

     (ii) the denominator of which shall be equal to the Current Market Price on the record date less an amount equal to the amount of the cash distributed (and not excluded as provided above) applicable to one share of Common Stock.

     The current dividend amount is subject to adjustment on a basis inversely proportional to the Conversion Rate, provided that no adjustment will be made to the current dividend amount in

50

respect of any cash dividend or other distribution that results in an adjustment to the Conversion Rate pursuant to this Section 11.7(d).

     If an adjustment is required to be made under this Section 11.7(d) as a result of a distribution that is a quarterly dividend, the adjustment shall be based upon the amount by which the distribution exceeds the amount of the quarterly cash dividend permitted to be excluded pursuant to this Section 11.7(d). If an adjustment is required to be made under this Section 11.7(d) as a result of a distribution that is not a quarterly dividend, the adjustment shall be based upon the full amount of the distribution.

     In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

     (e) In case the Company or any of its Subsidiaries pays the Holder of the Common Stock in respect of a tender offer or exchange offer by the Company or any of its Subsidiaries for shares of Common Stock to the extent that the cash and fair market value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Time”), then, and in each such case, the Conversion Rate shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Rate in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:

     (i) the numerator of which shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the closing price of the Common Stock on the Trading Day next succeeding the Expiration Time, and

     (ii) the denominator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the closing price of the Common Stock on the Trading Day next succeeding the Expiration Time.

Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made.

     (f) The Company may make such increases in the Conversion Rate, in addition to those required by Subsections (a) through (e): (i) in the event of a taxable distribution to Holders of

51

Common Stock that results in an adjustment of the Conversion Rate, or (ii) if the Board of Directors has made a determination that such increase would be in the best interest of the Company. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to Holders of record a notice of the increase at least fifteen days prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period it shall be in effect.

     (g) Anything in this Section 11.7 to the contrary notwithstanding, no adjustment of the Conversion Rate will be made upon: (a) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan, or (b) the issuance of any shares of Common Stock or options or rights pursuant to any present or future employee benefit plan or program, or (c) the issuance of any shares of Common Stock pursuant to any option, warrant, right or any exercisable, exchangeable or convertible security outstanding as of the date on which the Securities are first issued, or (d) the issuance of rights under any shareholder rights plan, or (e) a change in the par value or a change to no par value of the Common Stock. To the extent the Securities become convertible into cash, no adjustments need be made thereafter as to the cash and interest will not accrue on the cash.

     (h) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this Section 11.7(h) are not required to be made shall be carried forward, regardless of whether the aggregate adjustment is less than 1% (a) annually on the anniversary of the first date of issue of the Securities and otherwise (b)(1) five Business Days prior to the maturity of the Securities (whether at Stated Maturity or otherwise) or (2) five Business Days prior to the Redemption Date, Purchase Date or Change in Control Purchase Date, unless such adjustment has already been made. The adjusted Conversion Rate will be rounded to four decimal places.

     (i) Except as described in the provisions above, the Conversion Rate will not be adjusted for any issuance by the Company of Common Stock or convertible or exchangeable Securities or rights to purchase the Common Stock or convertible or exchangeable securities.

     Section 11.8 Adjustment for Tax Purposes. The Company shall be entitled to make such adjustments in the Conversion Rate, in addition to those required by Section 11.7, as in its discretion it shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

     Section 11.9 Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders a notice of the adjustment and file with the Trustee an Officers’ Certificate specifying the adjusted Conversion Rate and briefly stating the facts requiring the adjustment and the manner of computing it.

52

     Section 11.10 Notice of Certain Transactions. In the event that:

     (1) the Company takes any action which would require an adjustment in the Conversion Rate;

     (2) the Company takes any action that requires a supplemental indenture pursuant to Section 11.11; or

     (3) there is a dissolution or liquidation of the Company;

the Company shall mail to Holders and file with the Trustee a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least fifteen days before such date. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clause (1), (2) or (3) of this Section 11.10.

     Section 11.11 Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation or merger in which the Company is a party consolidating with another entity or merging with or into another entity, other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; (c) any sale or conveyance of all or substantially all of the property and assets of the Company to any Person, (other than any sale or conveyance of all or substantially all of the assets of the Company in a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other Person) or (d) or any statutory share exchange, then the Company, or such successor, purchaser or transferee, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale, conveyance or share exchange, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security may convert it into the kind and amount of securities, cash or other assets which such Holder would have received immediately after the reclassification, change, consolidation, merger, sale, conveyance, or share exchange if such Holder had converted the Security solely into Common Stock, based on the applicable Conversion Rate, immediately before the effective date of the transaction, assuming (to the extent applicable) that such Holder (i) was not a constituent Person or an Affiliate of a constituent Person to such transaction; and (ii) assuming such Holder received for its Common Stock proportionally the kind or amount of securities, cash or other property receivable in such transaction by all holders of Common Stock in the aggregate. The supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Article XI and shall provide that Sections 11.1 and 11.2 shall continue to apply following any such transaction. If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a Person other than the successor, purchaser or transferee, as the case may be, in such consolidation, merger, sale or conveyance, then such supplemental indenture

53

shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The successor Company shall mail to Holders a notice briefly describing the supplemental indenture.

     If this Section applies, neither Section 11.7(a) nor 11.7(b) applies.

     Section 11.12 Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers’ Certificate including the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 11.7. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company’s failure to comply with any provisions of this Article.

     The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 11.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 11.7.

     Section 11.13 Rights Issued in Respect of Common Stock Issued upon Conversion. Each share of Common Stock issued upon conversion of Securities, if any, pursuant to this Article XI shall be entitled to receive the appropriate number of Common Stock or preferred stock purchase rights, as the case may be (the “Rights”), if any, that shares of Common Stock are entitled to receive and the certificates representing the Common Stock, if any, issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights agreement adopted by the Company, as the same may be amended from time to time (in each case, a “Rights Agreement”). Provided that such Rights Agreement requires that each share of Common Stock, if any, issued upon conversion of Securities be entitled to receive such Rights, then, notwithstanding anything else to the contrary in this Article XI, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of the issuance of Rights, the distribution of separate certificates representing the Rights, or the termination or invalidation of such Rights.

     Section 11.14 Company Determination Final. Any determination that the Company or the Board of Directors must make pursuant to Section 11.2, 11.3, 11.7, 11.8 or 11.11 shall be conclusive.

ARTICLE XII

REPAYMENT AT OPTION OF HOLDERS

     Section 12.1 Applicability of Article. Repayment of Securities before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such

54

Securities and in accordance with this Article. The Company shall be required to purchase Securities in accordance with this Article XII.

     Securities shall be purchased by the Company for cash at a purchase price equal to 100% of the Accreted Principal Amount thereof (the “Purchase Price”) plus accrued and unpaid interest to, but excluding, such Purchase Date, if any, on August 21, 2006, 2007, 2010, 2015, 2020, 2025 and 2030, or if such day is not a Business Day, on the immediate succeeding Business Day, (each, a “Purchase Date”), at the option of the Holder thereof, upon:

     (1) delivery to the Paying Agent by the Holder of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is 21 Business Days prior to a Purchase Date until the close of business on the Business Day immediately preceding such Purchase Date stating:

          (A) if a certificated Security has been issued, the certificate number of the Security which the Holder will deliver to be purchased or if not, such information as may be required under applicable procedures of the Depositary,

          (B) the portion of the Original Principal Amount of the Security which the Holder will deliver to be purchased, which portion must be an integral multiple of $1,000, and

          (C) that such Security shall be purchased as of the Purchase Date pursuant to the terms and conditions specified under the paragraph “Purchase by the Company at the Option of the Holder” of the Securities and in this Indenture, and

     (2) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this Article, a portion of the Original Principal Amount in an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this Article shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security.

     Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 12.1 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.2.

55

     The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal therefrom.

     The Company may, at its option, specify additional dates on which Holders will have the right to require it to purchase Securities upon written notice to the Trustee and the Holders. Such notice shall specify the additional dates upon which the Company shall be required to purchase the Securities at the option of the Holders and shall be delivered to the Trustee and the Holders no less than 25 Business Days prior to the earliest Purchase Date specified in such notice.

     Section 12.2 Effect of Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice specified in Section 12.1, the Holder of the Security in respect of which such Purchase Notice was given shall (unless such Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price with respect to such Security. Such Purchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Purchase Date with respect to such Security (provided the conditions in Section 12.1 have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 12.1. Securities in respect of which a Purchase Notice has been given by the Holder thereof may not be converted pursuant to Article XI hereof on or after the date of the delivery of such Purchase Notice unless such Purchase Notice has first been validly withdrawn as specified in the following two paragraphs.

     A Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the applicable Purchase Date specifying:

     (1) if certificated Securities have been issued, the certificate number of the Security in respect of which such notice of withdrawal is being submitted, or if not, such information as may be required under appropriate procedures of the Depositary;

     (2) the Original Principal Amount of the Security with respect to which such notice of withdrawal is being submitted; and

     (3) the Original Principal Amount, if any, of such Security which remains subject to the original Purchase Notice and which has been or will be delivered for purchase by the Company.

     There shall be no purchase of any Securities pursuant to this Article if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Purchase Price with respect to such Securities) in which case, upon such return, the Purchase Notice with respect thereto shall be deemed to have been withdrawn.

56

     Section 12.3 Deposit of Purchase Price. Prior to 11:00 A.M., New York City time on the Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent an amount of money (in immediately available funds if deposited on such Business Day), sufficient to pay the aggregate Purchase Price of all of the Securities or portions thereof which are to be purchased as of the Purchase Date. The manner in which the deposit required by this Section 12.5 is made by the Company shall be at the option of the Company, provided, however, that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Purchase Date.

     If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Purchase Price of any Security for which a Purchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Business Day following the Purchase Date, then, immediately after the Purchase Date, such Security will cease to be outstanding, interest, if any, will cease to accrue and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Purchase Price as aforesaid).

     Section 12.4 Securities Purchased in Part. Any Security which is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company or the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge except for any taxes to be paid by the Holder in the event a Security is registered under a new name, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate Original Principal Amount equal to, and in exchange for, the portion of the Original Principal Amount of the Security so surrendered which is not purchased.

     Section 12.5 Compliance with Securities Laws upon Purchase of Securities. In connection with any offer to purchase or purchase of Securities under this Article (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (i) comply with Rule 13e-4 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report), if required, under the Exchange Act, and (iii) otherwise comply with all applicable Federal and state securities laws so as to permit the rights and obligations under this Article to be exercised in the time and in the manner specified in this Article.

     Section 12.6 Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed for two years, subject to applicable unclaimed property law, together with interest, if any, thereon held by them for the payment of the Purchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 12.5 exceeds the aggregate Purchase Price of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date, then promptly after the Business Day following the Purchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. Thereafter, any Holder entitled to payment must look to the Company for payment as general creditors, unless an applicable abandoned property law designates another Person.

57

ARTICLE XIII

REPAYMENT AT OPTION OF HOLDER

UPON A CHANGE IN CONTROL

     Section 13.1 Right to Require Purchase. (a) If at any time that Securities remain outstanding there shall occur a Change in Control, Securities shall be purchased by the Company in integral multiples of $1,000 Original Principal Amount at the option of the Holders thereof as of the date specified by the Company that is between 20 and 35 days following notice by the Company of the occurrence of the Change in Control pursuant to clause (b) below (the “Change in Control Purchase Date”) subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 13.1. The purchase price of such Securities (the “Change in Control Purchase Price”) shall be equal to 100% of the Accreted Principal Amount of the Securities to be purchased plus accrued and unpaid interest to, but excluding, the Change in Control Purchase Date, if any.

     A “Change in Control” shall be deemed to have occurred at such time as either of the following events shall occur:

     (1) there shall be consummated any consolidation or merger of the Company pursuant to which the Common Stock would be converted into cash, securities or other property, in each case other than a consolidation or merger of the Company in which the holders of the Common Stock immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the total voting power of all classes of Capital Stock of the continuing or surviving corporation immediately after such consolidation or merger; or

     (2) there is a report filed on Schedule 13D or TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that any Person, including such Person’s Affiliates or Associates (for the purposes of this Section 13.1 only, as the term “Person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the voting power of the Common Stock or other Capital Stock into which the Common Stock is reclassified or changed; provided, however, that a Person shall not be deemed beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act.

     Notwithstanding the foregoing provisions of this Section 13.1, a Change in Control shall not be deemed to have occurred by virtue of the Company, any Subsidiary, any employee stock ownership plan or any other employee benefit plan of the Company or any Subsidiary, or any

58

Person holding Common Stock for or pursuant to the terms of any such employee benefit plan, filing or becoming obligated to file a report under or in response to Schedule 13D or Schedule TO (or any successor schedule, form or report) under the Exchange Act disclosing beneficial ownership by it of shares of Common Stock, whether in excess of 50% or otherwise.

     “Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof.

     (b) Within 5 Business Days after the occurrence of a Change in Control, the Company shall mail a written notice of the Change in Control to the Trustee and to each Holder. The notice shall include the form of a Change in Control Purchase Notice to be completed by the Holder and shall state:

     (1) the date of such Change in Control and, briefly, the events causing such Change in Control;

     (2) the date by which the Change in Control Purchase Notice pursuant to this Section 13.1 must be given;

     (3) the Change in Control Purchase Date;

     (4) the Change in Control Purchase Price that will be accrued and payable with respect to the Securities as of the Change in Control Purchase Date;

     (5) briefly, the conversion rights of the Securities;

     (6) the name and address of each Paying Agent and Conversion Agent;

     (7) the Conversion Rate then in effect and any expected adjustments thereto;

     (8) that Securities as to which a Change in Control Purchase Notice has been given may be converted into cash and Common Stock, if any, pursuant to Article XI only to the extent that the Change in Control Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

     (9) the procedures that the Holder must follow to exercise rights under this Section 13.1;

     (10) the procedures for withdrawing a Change in Control Purchase Notice, including a form of notice of withdrawal;

     (11) that the Holder must satisfy the requirements set forth in the Securities in order to convert the Securities; and

     (12) the last date on which the purchase right may be exercised.

59

     If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the purchase of Global Securities.

     (c) A Holder may exercise its rights specified in subsection (a) of this Section 13.1 upon delivery of a written notice (which shall be in substantially the form included as an attachment to the Securities and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights (a “Change in Control Purchase Notice”) to any Paying Agent at any time prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date.

     The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Change in Control Purchase Price.

     The Company shall purchase from the Holder thereof, pursuant to this Section 13.1, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security pursuant to Sections 13.1 through 13.6 also apply to the purchase of such portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this Section 13.1 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Change in Control Purchase Date and the time of delivery of the Security to the Paying Agent in accordance with this Section 13.1.

     Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Change in Control Purchase Notice contemplated by this subsection (c) shall have the right to withdraw such Change in Control Purchase Notice in whole or as to a portion thereof that is an Original Principal Amount of $1,000 or an integral multiple thereof at any time prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 13.2.

     A Paying Agent shall promptly notify the Company of the receipt by it of any Change in Control Purchase Notice or written withdrawal thereof.

     Anything herein to the contrary notwithstanding, in the case of Global Securities, any Change in Control Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the applicable procedures of the Depositary as in effect from time to time.

     Section 13.2 Effect of Change in Control Purchase Notice. Upon receipt by any Paying Agent of the Change in Control Purchase Notice specified in Section 13.1(c), the Holder of the Security in respect of which such Change in Control Purchase Notice was given shall (unless such Change in Control Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Change in Control Purchase Price with respect to such Security. Such Change in

60

Control Purchase Price shall be paid to such Holder promptly following the later of (a) the Change in Control Purchase Date with respect to such Security (provided the conditions in Section 13.1(c) have been satisfied) and (b) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 13.1(c). Securities in respect of which a Change in Control Purchase Notice has been given by the Holder thereof may not be converted into Common Stock on or after the date of the delivery of such Change in Control Purchase Notice unless such Change in Control Purchase Notice has first been validly withdrawn as specified in the following paragraph.

     A Change in Control Purchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Change in Control Purchase Notice at any time prior to the close of business on the applicable Change in Control Purchase Date specifying:

     (1) if a certificated Security has been issued, the certificate number of the Securities in respect of which such notice of withdrawal is being submitted, or, if no certificated Security has been issued, such information as required by the Depositary;

     (2) the Original Principal Amount, in integral multiples of $1,000, of the Securities with respect to which such notice of withdrawal is being submitted; and

     (3) the Original Principal Amount, if any, of such Securities which remain subject to the original Change in Control Purchase Notice and which has been or will be delivered for purchase by the Company.

     There shall be no purchase of any Securities pursuant to this Article if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Change in Control Purchase Notice) and is continuing an Event of Default (other than a default in the payment of the Change in Control Purchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities (x) with respect to which a Change in Control Purchase Notice has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default in the payment of the Change in Control Purchase Price with respect to such Securities) in which case, upon either such return, the Change in Control Purchase Notice with respect thereto shall be deemed to have been withdrawn.

     Section 13.3 Deposit of Change in Control Purchase Price. On or before 11:00 A.M., New York City time, on the Change in Control Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Change in Control Purchase Price of all the Securities or portions thereof that are to be purchased as of such Change in Control Purchase Date. The manner in which the deposit required by this Section 13.3 is made by the Company shall be at the option of the Company, provided, however, that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the Change in Control Purchase Date.

61

     If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Change in Control Purchase Price of any Security for which a Change in Control Purchase Notice has been tendered and not withdrawn in accordance with this Indenture on the Business Day following the Change in Control Purchase Date then, immediately following the Change in Control Purchase Date, such Security will cease to be outstanding, interest will cease to accrue and the rights of the Holder in respect thereof shall terminate (other than the right to receive the interest thereon). The Company shall publicly announce the Accreted Principal Amount of Securities purchased as a result of such Change in Control on or as soon as practicable after the Change in Control Purchase Date.

     Section 13.4 Securities Purchased in Part. Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent and promptly after the Change in Control Purchase Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge (other than amounts to be paid in respect of applicable transfer taxes), a new Security or Securities, of such authorized denomination or denominations in integral multiples of $1,000 as may be requested by such Holder, in aggregate Original Principal Amount equal to, and in exchange for, the portion of the Original Principal Amount of the Security so surrendered that is not purchased.

     Section 13.5 Compliance with Securities Laws upon Purchase of Securities. In connection with any offer to purchase or purchase of Securities under this Article (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), the Company shall (i) comply with Rule 13e-4 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report), if required, under the Exchange Act, and (iii) otherwise comply with all applicable Federal and state securities laws so as to permit the rights and obligations under this Article XIII to be exercised in the time and in the manner specified in this Article XIII.

     Section 13.6 Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed for two years, subject to applicable unclaimed property law, together with interest, if any, thereon held by them for the payment of the Change in Control Purchase Price; provided, however, that, to the extent the aggregate amount of cash deposited by the Company pursuant to Section 13.3 exceeds the aggregate Change in Control Purchase Price of the Securities or portions thereof which the Company is obligated to purchase as of the Change in Control Purchase Date, then on the Business Day following the Purchase Date, the Trustee shall return any such excess to the Company together with interest, if any, thereon. Thereafter, any Holder entitled to payment must look to the Company for payment as a general creditor, unless an applicable abandoned property law designates another Person.

62

ARTICLE XIV

IMMUNITY OF INCORPORATORS, SHAREHOLDERS,

OFFICERS, DIRECTORS AND EMPLOYEES

     Section 14.1 Exemption from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer, director or employee, in such capacity, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no such Personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers, directors or employees, in such capacity, of the Company or of any successor corporation, or any of them, as a result of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such Personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, shareholder, officer, director or employee, in such capacity, as a result of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

ARTICLE XV

MISCELLANEOUS PROVISIONS

     Section 15.1 Successors and Assigns of Company Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

     Section 15.2 Acts of Board, Committee or Officer of Successor Corporation Valid. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at that time be the successor of the Company.

     Section 15.3 Required Notices or Demands. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders to or on the Company may be given or served by being deposited postage prepaid in a post office letter box in the United States addressed (until another address is filed by the Company with the Trustee), as follows: U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota, 55402, Attention: Corporate Secretary. Any notice, direction, request or demand by the Company or by any Holder to or upon the Trustee may be given or made, for all purposes, by

63

being deposited postage prepaid in a post office letter box in the United States addressed to the Corporate Trust Office of the Trustee. Any notice required or permitted to be mailed to a Holder by the Company or the Trustee pursuant to the provisions of this Indenture shall be deemed to be properly mailed by being deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Security Register. In any case, where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

     Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

     In the event that, by reason of the suspension of or irregularities in regular mail service, it shall be impractical to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

     Section 15.4 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

     Section 15.5 Indenture May Be Executed in Counterparts. This Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.

64

     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written.

U.S. BANCORP
By:	/s/ Kenneth D. Nelson
	Name:	Kenneth D. Nelson
	Title:	Senior Vice President

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
By:	/s/ Steven A. Finklea
	Name:	Steven A. Finklea
	Title:	Vice President

Annex A

FORM OF FACE OF GLOBAL SECURITY

     FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS AUGUST 17, 2005, THE ISSUE PRICE IS $1,000 PER GLOBAL SECURITY, THE YIELD TO MATURITY IS INDETERMINATE, AND ORIGINAL ISSUE DISCOUNT EFFECTIVELY ACCRUES AT A RATE OF THREE-MONTH LIBOR MINUS 1.68% PER ANNUM.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

     THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LAST DATE ON WHICH ANY SECURITIES WERE ORIGINALLY ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY

A-1

WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

     THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

A-2

U.S. BANCORP

Floating Rate Convertible Senior Debentures due 2035

No. R-1	Original Principal Amount: $2,500,000,000
Issue Date: August 17, 2005	CUSIP: 902973AJ5

     U.S. BANCORP, a Delaware corporation (the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the Accreted Principal Amount of this Security, as specified on the reverse side of this Security, on August 21, 2035.

     This Security shall bear interest as specified on the reverse side of this Security. This Security is convertible as specified on the reverse side of this Security.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

A-3

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

U.S. BANCORP
By:
	Name:
	Title:

Attest:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Wachovia Bank of Delaware, National Association, as Trustee,
certifies that this is one of the Securities referred
to in the within-mentioned Indenture.

By:
	Name:
	Title:

Dated: August 17, 2005

A-4

FORM OF REVERSE SIDE OF SECURITY

Floating Rate Convertible Senior Debentures due 2035

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) limited in aggregate Original Principal Amount to $2,500,000,000 (or up to $2,875,000,000 if the Initial Purchaser exercises in full its option to purchase additional Securities pursuant to the Purchase Agreement), issued under an Indenture, dated as of August 17, 2005 (the “Indenture”), between the Company and Wachovia Bank of Delaware, National Association, as Trustee (the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Capitalized terms used and not otherwise defined in this Security are used as defined in the Indenture.

1. Interest; Calculation of 3-month LIBOR

     This Security will bear interest at the rate per annum equal to 3-month LIBOR, reset quarterly on each LIBOR Reset Date, as defined below, minus 1.68% (initially 2.11%) on the Original Principal Amount from August 17, 2005, or from the most recent date to which interest has been paid as provided for, until August 21, 2026, provided that such yield will never be less than 0% per annum. During each period, interest will be payable quarterly in arrears on February 21, May 21, August 21 and November 21 of each year (each, an “Interest Payment Date”) beginning November 21, 2005. Interest on this Security shall be calculated on the basis of a 360-day year and the actual number of days elapsed during the related Interest Period (as defined below). Interest payable on this Security on any Interest Payment Date will include interest accrued from, and including, the most recent Interest Payment Date to which interest has been paid or duly made available for payment on this Security (or August 17, 2005, if no interest has been paid or been duly made available for payment) to, but excluding, such Interest Payment Date or Redemption Date or Purchase Date or Change in Control Purchase Date, as the case may be (an “Interest Period”). The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1, May 1, August 1 and November 1, as the case may be, immediately preceding the relevant Interest Payment Date. Any interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue of having been such Holder, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to the Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

A-5

     “3-month LIBOR,” as determined by the Trustee, means:

     (a) the rate for three-month deposits in United States dollars commencing on the related LIBOR Reset Date, that appears on the Moneyline Telerate Page 3750 as of 11:00 A.M., London time, on the LIBOR Determination Date; or

     (b) if no rate appears on the particular LIBOR Determination Date on the Moneyline Telerate Page 3750, the rate calculated by the Trustee as the arithmetic mean of at least two offered quotations obtained by the Trustee after requesting the principal London offices of each of four major reference banks in the London interbank market to provide the Trustee with its offered quotation for deposits in United States dollars for the period of three months, commencing on the related LIBOR Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that LIBOR Determination Date and in a principal amount that is representative for a single transaction in United Sates dollars in that market at that time; or

     (c) if fewer than two offered quotations referred to in clause (b) are provided as requested, the rate calculated by the Trustee as the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on the particular LIBOR Determination Date by three major banks in The City of New York selected by the Trustee for loans in United States dollars to leading European banks for a period of three months and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; or

     (d) if the banks so selected by the Trustee are not quoting as mentioned in clause (c), 3-month LIBOR in effect on the particular LIBOR Determination Date.

     “LIBOR Determination Date” means the second London banking day preceding the related LIBOR Reset Date.

     “LIBOR Reset Date” means February 21, May 21, August 21 and November 21 of each year; provided that, if any LIBOR Reset Date would otherwise be a day that is not a Business Day, such LIBOR Reset Date shall be postponed to the next succeeding Business Day, except if such Business Day falls in the next succeeding calendar month, such LIBOR Reset Date will be the immediately preceding Business Day.

     “London banking day” means a day on which commercial banks are open for business, including dealings in United States dollars, in London.

     “Moneyline Telerate Page 3750” means the display on Moneyline Telerate (or any successor service) on such page (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for United States dollars.

2. Principal Accretion

     Beginning on August 21, 2026, this Security shall not bear interest. Instead, on August 21, 2035 (the “Stated Maturity”) or any earlier Redemption Date, Purchase Date or Change in Control Purchase Date, the Holder will receive the Accreted Principal Amount of this Security on such date, which will be equal to the Original Principal Amount of this Security increased

A-6

daily by the Variable Yield applied to the Accreted Principal Amount of this Security as of the day immediately preceding the most recent LIBOR Reset Date. The Variable Yield will be reset quarterly on each LIBOR Reset Date to a rate of 3-month LIBOR, minus 1.68% per annum. Regardless of the level of 3-month LIBOR, the Variable Yield will never be less than 0% per annum. The Variable Yield will be calculated using the actual number of days elapsed between the LIBOR Reset Dates divided by 360. The Accreted Principal Amount payable on this Security will include principal accreted from, and including, August 21, 2026 to, but excluding, the Stated Maturity or earlier Redemption Date, Purchase Date or Change in Control Purchase Date, as the case may be.

3. Interest on Overdue Amounts

     If the Accreted Principal Amount hereof or any portion of such Accreted Principal Amount is not paid when due (whether upon acceleration pursuant to Section 4.2 of the Indenture, upon the dates set for payment of the Redemption Price, Purchase Price, Change in Control Purchase Price or upon the Stated Maturity of this Security) or if interest due hereon, if any, (or any portion of such interest), is not paid when due, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the rate of interest payable as set forth in paragraph 1 of this Security, compounded quarterly, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable as set forth in the Indenture.

4. Method of Payment

     Subject to the terms and conditions of the Indenture, the Company will make payments in respect of Redemption Price, Purchase Price, Change in Control Purchase Price and at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, if any, on all Global Securities and all other Securities the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. If any Interest Payment Date (other than an Interest Payment Date coinciding with the Stated Maturity or earlier Redemption Date or Purchase Date) falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Interest Payment Date to such next succeeding Business Day, provided that, if such Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the Business Day immediately preceding such Interest Payment Date. If the Stated Maturity, Redemption Date, Purchase Date or Change of Control Purchase Date of this Security falls on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Stated Maturity, Redemption Date, Purchase Date or Change of Control Purchase Date to such next succeeding Business Day.

A-7

5. Paying Agent, Conversion Agent and Registrar

     Initially, the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar without notice, other than notice to the Trustee, except that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

6. Indenture

     The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect from time to time (the “TIA”) (regardless of whether or not the Indenture has been qualified thereunder). The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.

     The Securities are general unsecured obligations of the Company limited to $2,500,000,000 aggregate Original Principal Amount (or up to $2,875,000,000 if the Initial Purchaser exercises in full its option to purchase additional Securities pursuant to the Purchase Agreement). The Indenture does not limit other indebtedness of the Company, secured or unsecured.

7. Redemption at the Option of the Company

     No sinking fund is provided for the Securities. Prior to August 21, 2006, the Securities will not be redeemable at the option of the Company. Beginning on August 21, 2006, the Securities are redeemable in whole, or from time to time in part, for cash at the option of the Company at a Redemption Price equal to 100% of the Accreted Principal Amount of the Securities, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

     If the Company redeems less than all of the outstanding Securities, the Trustee will select the Securities to be redeemed (i) by lot; (ii) pro rata; or (iii) by another method the Trustee considers fair and appropriate. If the Trustee selects a portion of a Holder’s Securities for partial redemption and the Holder converts a portion of the same Securities, the converted portion shall be deemed to be from the portion selected for redemption. Holders of Securities called for redemption may convert their Securities until 5:00 P.M., New York City time, on the Business Day immediately preceding the Redemption Date.

8. Notice of Redemption

     Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, immediately after such Redemption Date interest shall cease to accrue on such

A-8

Securities or portions thereof. Securities in denominations larger than $1,000 Original Principal Amount may be redeemed in part but only in integral multiples of $1,000 Original Principal Amount.

9. Purchase By the Company at the Option of the Holder

     Subject to the terms and conditions of the Indenture, the Company shall purchase for cash, at the option of the Holder, all or a portion of the Securities held by such Holder on August 21, 2006, 2007, 2010, 2015, 2020, 2025 and 2030, or, if such day is not a Business Day, on the immediate succeeding Business Day, at a Purchase Price equal to 100% of the Accreted Principal Amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 21 Business Days prior to such Purchase Date until the close of business on the Business Day immediately preceding such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture.

     At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall purchase all or a portion of the Securities held by such Holder as of the date specified by the Company that is between 20 and 35 days following the delivery by the Company of the notice of a Change in Control for a Change in Control Purchase Price equal to 100% of the Accreted Principal Amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Change in Control Purchase Date.

     Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

     If cash sufficient to pay the Purchase Price or Change in Control Purchase Price, as the case may be, of all Securities or portions thereof to be purchased as of the Purchase Date or the Change in Control Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Change in Control Purchase Date, as the case may be, all interest ceases to accrue on such Securities (or portions thereof) immediately after such Purchase Date or Change in Control Purchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Change in Control Purchase Price, as the case may be, upon surrender of such Security).

10. Conversion

     Subject to the terms of the Indenture, the Holder of a Security may convert the Security into an amount of cash and shares of Common Stock, if any, as set forth in Section 11.1 of the Indenture, subject to the obligation of the Company to settle any such conversion as described in Section 11.2 of the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture.

A-9

     The Company shall deliver cash or a check in lieu of any fractional share of Common Stock.

     A Holder may convert a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture.

     Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Original Principal Amount of Securities or portions thereof being surrendered for conversion, unless we have specified a Redemption Date or a Change in Control Purchase Date that occurs after a Regular Record Date on or prior to the Interest Payment Date to which it relates, in which case no such payment shall be required.

     To convert a Security, a Holder must (a) complete and manually sign the Conversion Notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents (including any certification that may be required under applicable law) if required by the Conversion Agent, and (d) pay any transfer or similar tax, if required; or, if this is a Global Security, comply with the applicable conversion procedures of the Depositary.

     The Conversion Rate will be adjusted under the Indenture in the event the Company shall, while any of the Securities are outstanding, pay dividends or make distributions on Common Stock payable in Common Stock; subdivide its outstanding shares of Common Stock; combine its outstanding shares of Common Stock into a smaller number of shares; or issue by recapitalization or reclassification of its shares of Common Stock any shares of Capital Stock of the Company; issue rights or warrants to holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock; pay dividends or other distributions to all holders of Common Stock of shares of Capital Stock or evidences of indebtedness or assets; pay dividends or other distributions consisting exclusively of cash to all holders of Common Stock; and purchase shares of Common Stock pursuant to a tender offer or exchange offer, all as more fully provided in the Indenture.

11. Denominations; Transfer; Exchange

     The Securities are in fully registered form, without coupons, in denominations of $1,000 Original Principal Amount and integral multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any

A-10

Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.

12. Persons Deemed Owners

     The registered Holder of this Security may be treated as the owner of this Security for all purposes.

13. Unclaimed Money or Securities

     The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

14. Amendment; Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate Original Principal Amount of the Securities at the time outstanding and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate Original Principal Amount of the Securities at the time outstanding. The Company and the Trustee may amend the Indenture under certain circumstances without the consent of the Holder, as described in the Indenture.

15. Defaults and Remedies

     Under the Indenture, Events of Default include (i) a default in the payment of the Accreted Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price with respect to any Security when such payment becomes due and payable; (ii) a default in the payment of any interest, if any, on the Securities, when the same becomes due and payable, for a period of 30 days; (iii) failure by the Company to convert any Securities into cash and, if applicable, shares of Common Stock in the amounts set forth in the Indenture; (iv) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, subject to written notice by the Trustee or by Holders of not less than 25% in aggregate Original Principal Amount of the Securities at the time outstanding, and the Company’s failure to cure (or obtain a waiver of) such default within 90 days after receipt by the Company of such notice; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Original Principal Amount of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default.

     Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives

A-11

security or indemnity satisfactory to it against any loss, liability or expense. Subject to certain limitations, Holders of a majority in aggregate Original Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of amounts specified in clause (i), (ii) or (iii) above) if it determines that withholding notice is in their interests.

16. Trustee Dealings with the Company

     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

17. No Recourse Against Others

     A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

18. Authentication

     This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.

19. Abbreviations

     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20. GOVERNING LAW

     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.

A-12

U.S. BANCORP
800 Nicollet Mall
Minneapolis, Minnesota 55402
Telephone No. (612) 303-0799
Facsimile No. (612) 303-7881
Attention: Corporate Secretary

A-13

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Insert assignee’s soc. sec. or tax ID no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                          agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:                                                             

CONVERSION NOTICE

To convert this Security, check the box: o

To convert only part of this Security, state the Original Principal Amount to be converted (which must be $1,000 or an integral multiple of $1,000): $                                                             

If you want the stock certificate made out in another Person’s name, fill in the form below:

(Insert other Person’s soc. sec. or tax ID no.)

(Print or type other Person’s name, address and zip code)

Your

Signature:                                                             *

(Sign exactly as your name appears on the other side of this Security)

*     Your signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE ON CHANGE IN CONTROL

If you want to elect to have this Security purchased, in whole or in part, by the Company pursuant to Section 13.1 of the Indenture, check the following box: o

If you want to have only part of this Security purchased by the Company, state the Original Principal Amount you want to be purchased (must be $1,000 or a multiple of $1,000): $                                                            

If this notice is attached to a certificated Security, the Security certificate numbers:

You agree by the presentation of this notice to provide any further information as may be required under applicable procedures of The Depository Trust Company.

Your
Signature:                                                             *

(Sign exactly as your name appears on the other side of this Security)

*     Your signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-1

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

between

U.S. BANCORP
AS ISSUER

and

LEHMAN BROTHERS INC.
AS INITIAL PURCHASER

DATED AS OF August 17, 2005

          THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2005, by and between U.S. BANCORP, a Delaware corporation (the “Company”), and LEHMAN BROTHERS INC. (the “Initial Purchaser”).

          This Agreement is made pursuant to the Purchase Agreement, dated August 10, 2005 (the “Purchase Agreement”), between the Company, as issuer of the Floating Rate Convertible Senior Debentures due 2035 (the “Debentures”), and the Initial Purchaser, which provides for, among other things, the sale by the Company to the Initial Purchaser of the aggregate principal amount of Debentures specified therein. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

          The Company agrees with the Initial Purchaser (i) for its benefit as Initial Purchaser and (ii) for the benefit of the beneficial owners (including the Initial Purchaser) from time to time of the Debentures, and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issuable upon conversion of the Debentures (each of the foregoing a “Holder” and together the “Holders”), as follows:

          1. Definitions. Capitalized terms used but not specifically defined herein have the respective meanings ascribed thereto in the Purchase Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

     “Agreement”: This Registration Rights Agreement.

     “Broker-Dealer”: Any broker or dealer registered under the Exchange Act.

     “Business Day”: A day other than a Saturday or Sunday or any day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

     “Closing Time”: As defined in the Purchase Agreement.

     “Commission”: Securities and Exchange Commission.

     “Common Stock”: The Common Stock, $0.01 par value, of the Company, and if such Common Stock has been converted into or exchanged for other securities, any such securities into or for which the Common Stock has been so converted or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event.

     “Company”: As defined in the preamble hereto.

     “Damages Payment Date”: Each February 21, May 21, August 21 and November 21.

     “Debentures”: As defined in the preamble hereto.

     “Effectiveness Period”: As defined in Section 2(a)(iii) hereof.

2

     “Effectiveness Target Date”: As defined in Section 2(a)(ii) hereof.

     “Exchange Act”: Securities Exchange Act of 1934, as amended.

     “Holder”: As defined in the preamble hereto.

     “Holder Questionnaire”: As defined in Section 2(b) hereof.

     “Indenture”: The senior indenture, dated as of the date hereof, between the Company and Wachovia Bank of Delaware, National Association, as trustee, pursuant to which the Debentures are being issued.

     “Initial Purchaser”: As defined in the preamble hereto.

     “Liquidated Damages”: As defined in Section 3(a) hereof.

     “Majority of Holders”: Holders holding over 50% of the aggregate Applicable Amount of Registrable Securities outstanding.

     “NASD”: National Association of Securities Dealers, Inc.

     “Person”: An individual, partnership, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof.

     “Purchase Agreement”: As defined in the preamble hereto.

     “Prospectus”: The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

     “Record Holder”: With respect to any Damages Payment Date relating to any Securities, each Person who is a Holder at the close of business on the first day of the month (whether or not a Business Day) in which the relevant Damages Payment Date occurs.

     “Registrable Securities”: The Securities, until such securities have been converted or exchanged and, at all times subsequent to any such conversion or exchange, any securities into or for which such securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split, merger or similar event until, in the case of any such security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Shelf Registration Statement covering it, (ii) expiration of the holding period that would be applicable thereto under Rule 144(k) were it not held by an Affiliate of the Company, (iii) its sale to the public pursuant to Rule 144 or (iv) the expiration of the Effectiveness Period.

     “Registration Default”: As defined in Section 3(a) hereof.

3

     “Rules”: As defined in Section 4(b)(xx) hereof.

     “Securities”: Collectively means the Debentures and the Underlying Common Stock.

     “Securities Act”: Securities Act of 1933, as amended.

     “Shelf Filing Deadline”: As defined in Section 2(a)(i) hereof.

     “Shelf Registration Statement”: As defined in Section 2(a)(i) hereof.

     “Suspension Notice”: As defined in Section 4(c) hereof.

     “Suspension Period”: As defined in Section 4(b)(i) hereof.

     “TIA”: Trust Indenture Act of 1939, as in effect on the date the Indenture is qualified under the TIA.

     “Trustee”: Shall mean the trustee with respect to the Securities under the Indenture.

     “Underlying Common Stock:” The Common Stock issuable upon conversion of the Debentures.

     “Underwritten Registration” or “Underwritten Offering”: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

     2. Shelf Registration.

     (a) The Company shall use its best efforts to:

     (i) not later than 90 days after the Closing Time (the “Shelf Filing Deadline”), file or cause to be filed a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales by Holders of all Registrable Securities;

     (ii) cause the Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the Closing Time (the “Effectiveness Target Date”); and

     (iii) keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it (A) is available for resales by the Holders of Registrable Securities entitled to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the “Effectiveness Period”) that will terminate upon the earliest of the following two

4

dates: (x) the expiration of the holding period applicable to the Registrable Securities held by a non-affiliate of the Company under Rule 144(k) of the Securities Act or any successor rule thereto or (y) when all Registrable Securities have been sold.

          (b) No Holder of Registrable Securities may include any of its Registrable Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing such information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws (the form of which request is attached to the Offering Memorandum as Exhibit A and is referred to herein as the “Holder Questionnaire”) prior to any intended distribution of Registrable Securities. Each Holder of Registrable Securities who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a Holder Questionnaire to the Company within 30 days after the Company notifies Holders of the filing of the Shelf Registration Statement that it will be bound by the terms and conditions of the Holder Questionnaire and this Agreement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, during the ten business days following the end of the quarter in which a fully completed Holder Questionnaire is received by the Company, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the Commission so that the Holder delivering such Holder Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, (ii) provide such Holder copies of any documents filed pursuant to clause (i) of this Section 2(b), if requested, and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) of this Section 2(b); provided that, if such Holder Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Holder Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) of this Section 2(b) upon expiration of the Suspension Period in accordance with Section 4(b)(i) hereof. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that fails to complete and deliver in a timely manner a Holder Questionnaire as a selling securityholder in any Shelf Registration Statement or related Prospectus.

          3. Liquidated Damages.

          (a) If:

     (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline;

5

     (ii) the Shelf Registration Statement has not been declared effective under the Securities Act by the Commission prior to or on the Effectiveness Target Date;

     (iii) except as provided in Section 4(b)(i) hereof, the Shelf Registration Statement is filed and declared effective but, at any time after the Effectiveness Target Date and during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within ten Business Days by a post-effective amendment to the Shelf Registration Statement or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself immediately declared effective; or

     (iv) (A) prior to or on the 45th day of any Suspension Period, such suspension has not been terminated or (B) Suspension Periods exceed an aggregate of 90 days in any 360-day period or an aggregate of 45 days in any 90-day period,

(each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Company hereby agrees to pay as liquidated damages (“Liquidated Damages”) with respect to any Debentures that are Registrable Securities from and including the day following the Registration Default to but excluding the day on which the Registration Default has been cured, accruing at a rate:

     (A) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, equal to 0.25% per annum of the original principal amount of the Debentures, and

     (B) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, equal to 0.50% per annum of the original principal amount of the Debentures.

provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the original principal amount of the Debentures. Following conversion of any Debentures Liquidated Damages cease to accrue and no Liquidated Damages will accrue with respect to the Underlying Common Stock.

          (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders of any Registrable Security by the Company on each Damages Payment Date by wire transfer of immediately available funds or by federal funds check; provided that any Liquidated Damages accrued with respect to any Registrable Security called for redemption on a redemption date prior to the Damages Payment Date shall be paid instead to the Holder who submitted such Registrable Security on the applicable redemption date. Following the cure of all Registration Defaults relating to any particular Registrable Security, the accrual of Liquidated Damages with respect to such Registrable Security will cease.

          All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full.

6

          The Liquidated Damages set forth above shall be the exclusive monetary remedy available to the Holders of Registrable Securities for such Registration Default and each Holder of a Registrable Security shall be entitled to receive Liquidated Damages if such Holder has complied with the requirements of Section 2(b) hereof.

          4. Registration Procedures.

          (a) (i) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and shall use its best efforts to effect such registration to permit the sale of the Registrable Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto, shall as expeditiously as possible prepare and file with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act.

          (ii) Before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the Commission, the Company shall furnish to the Initial Purchaser, copies of all such documents proposed to be filed and use its best efforts to reflect in each such document when so filed with the Commission such comments as the Initial Purchaser reasonably shall propose within five Business Days of the delivery of such copies to the Initial Purchasers.

          (b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Company shall:

     (i) Subject to any notice by the Company in accordance with this Section 4(b)(i) of the existence of any fact or event of the kind described in Section 4(b)(iii)(E) hereof, use its best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein to (A) contain a material misstatement or omission or (B) not be effective and usable for resale of Registrable Securities during the Effectiveness Period in accordance with the methods of distribution described therein, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement or a supplement to the related Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter. Notwithstanding the foregoing, the Company may suspend the effectiveness of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90-day period (each such period, a “Suspension Period”) if:

     (x) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Company’s reasonable judgment, 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

7

     (y) the Company reasonably determines that the disclosure of such event at such time would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole or on a previously undisclosed proposed or pending material business transaction;

     provided, however, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period.

     (ii) Prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act applicable to them, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act applicable to them with respect to the disposition of all securities covered by the Shelf Registration Statement during the Effectiveness Period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus; provided that in no event will such method(s) of distribution take the form of an Underwritten Offering without the prior agreement of the Company, which agreement will not be unreasonably withheld.

     (iii) Advise the underwriter(s), if any, the Initial Purchaser, and each selling Holder promptly (but in any event within five Business Days) and, if requested by such Persons, to confirm such advice in writing:

     (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective;

     (B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto;

     (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the receipt of any notification with respect to the suspension by any state securities commission of the qualification or exemption from qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes;

     (D) of any determination by the Company that a post-effective amendment to the Shelf Registration Statement would be appropriate; or

     (E) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the

8

Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus so that, as of such date, the Shelf Registration Statement and the Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or Blue Sky laws, the Company shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time and will provide to the Initial Purchaser and each Holder who is named in the Shelf Registration Statement prompt notice of the withdrawal of any such order.

     (iv) Make available at reasonable times during normal business hours for inspection by one or more representatives of the selling Holders, designated in writing by a Majority of Holders whose Registrable Securities are included in the Shelf Registration Statement, any underwriter participating in any distribution pursuant to the Shelf Registration Statement, and any Broker-Dealer, attorney or accountant retained by such selling Holders or any of the underwriter(s), if any, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the Company’s officers, directors, trustees, managers and employees to supply, at the Company’s expense, all information reasonably requested by any such representative or representatives of the selling Holders, underwriter, Broker-Dealer, attorney or accountant in connection with the Shelf Registration Statement after the filing thereof and before its effectiveness, provided, however, that, if the Company so requests, such person shall first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (4) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company.

     (v) If requested by any selling Holders or the underwriter(s), if any, promptly incorporate in the Shelf Registration Statement or Prospectus, pursuant to a supplement

9

or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation: (1) information relating to the “Plan of Distribution” of the Registrable Securities, (2) information with respect to the principal amount or number of Registrable Securities being sold to such underwriter(s), (3) the purchase price being paid therefor and (4) any other terms of the offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment.

     (vi) Furnish to each selling Holder and each of the underwriter(s), if any, upon their request, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits thereto (or exhibits incorporated in such exhibits by reference) as such Person may request).

     (vii) Deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto and such other documents as such Persons reasonably may request; subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(E) hereof, the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto.

     (viii) The Company shall:

     (A) Upon request, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings for selling securityholders, upon the date of closing of any sale of Registrable Securities in an Underwritten Registration:

     (1) a certificate, dated the date of such closing, signed by the Chief Financial Officer of the Company confirming, as of the date thereof, the matters set forth in Section 5(d) of the Purchase Agreement and such other matters as such parties may reasonably request;

     (2) opinions, each dated the date of such closing, of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Registrable Securities being sold) addressed to each selling Holder and the underwriters, if any, covering such of the matters as are customarily covered in legal opinions to underwriters in connection with

10

underwritten offerings of securities and such other matters as may be reasonably requested by the selling Holders and the underwriters; and

     (3) customary comfort letters, dated the date of such closing, from the Company’s independent accountants (and from any other accountants whose report is contained or incorporated by reference in the Shelf Registration Statement) to the extent deliverable in accordance with their professional standards, reasonable efforts to have such letter addressed to the selling Holders of Registrable Securities (to the extent consistent with Statement on Auditing Standards No. 100 of the American Institute of Certified Public Accountants), such letters to be in customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings of securities;

     (B) set forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in Section 7 hereof with respect to all parties to be indemnified;

     (C) make such representations and warranties to the selling Holders participating in an Underwritten Registration and the underwriter(s), if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings, including, but not limited to, those set forth in the Purchase Agreement; and

     (D) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement, if any, or other agreement entered into by the selling Holders pursuant to this clause (viii).

     (ix) Before any public offering of Registrable Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Registrable Securities under the securities or Blue Sky laws of such jurisdictions in the United States as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required (A) to qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(b)(ix), or (B) take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject.

     (x) Unless the applicable Registrable Securities shall be in book-entry only form, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be

11

in such denominations and registered in such names as the selling Holders or the underwriter(s), if any, may request at least two Business Days before any sale of Registrable Securities made by such selling Holder or underwriter(s).

     (xi) Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(E) hereof shall exist or have occurred, use its best efforts to prepare a supplement or post-effective amendment to the Shelf Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request.

     (xii) Provide CUSIP numbers for the Securities and, in the event of and at the time of any distribution thereof to Holders, the Debentures registered under such Shelf Registration Statement, not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with certificates for such Securities that are in a form eligible for deposit with The Depository Trust Company.

     (xiii) Cooperate, assist and provide such information as is required with respect to any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter that is required to be retained in accordance with the rules and regulations of the NASD.

     (xiv) Upon (i) the filing of the initial Shelf Registration Statement and (ii) the effectiveness of the initial Shelf Registration Statement, announce the same, in each case by release to Businesswire, Reuters Economic Services, Bloomberg Business News or any other means of dissemination reasonably expected to make such information known publicly.

     (xv) Otherwise comply with all applicable rules and regulations of the Commission and all reporting requirements under the rules and regulations of the Exchange Act and generally make available to its securityholders (or otherwise provide in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of the 12-month period (or 90 days, if such period is a fiscal year) beginning the first month of the Company’s first quarter commencing after the Effectiveness Target Date, which statement shall cover such 12-month period.

     (xvi) Cause the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the applicable trustees and the holders of Securities

12

to effect such changes to such documents as may be required for such documents to be so qualified in accordance with the terms of the TIA; and execute and use its best efforts to cause the Trustee to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such documents to be so qualified in a timely manner.

     (xvii) Cause all Registrable Securities covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed or quoted.

     (xviii) Provide to each Holder, upon written request, each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf Registration Statement, unless such document is publicly available via the Commission’s EDGAR system.

     (xix) At a reasonable time prior to the filing of any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus or any document that is to be incorporated by reference into any Shelf Registration Statement or any Prospectus after the initial filing of the Shelf Registration Statement, provide copies of such document to the Holders of Registrable Securities, to the Initial Purchaser, to counsel for the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; make such changes in any such document prior to the filing thereof as the Initial Purchaser, the counsel to the Holders or the underwriter or underwriters, if any, reasonably request; and not file any such document in a form to which the Majority of Holders, the Initial Purchaser on behalf of the Holders of Registrable Securities, counsel for the Holders of Registrable Securities or any underwriter shall not have previously been advised and furnished a copy of, or to which the Majority of Holders, the Initial Purchaser on behalf of the Holders of Registrable Securities, counsel to the Holders of Registrable Securities or any underwriter shall reasonably object; and make the representatives of the Company available for discussion of such document as shall be reasonably requested by the Holders of Registrable Securities, the Initial Purchaser on behalf of such Holders, counsel for the Holders of Registrable Securities or any underwriter.

     (xx) In the event that any Broker-Dealer shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Rules of Fair Practice of the NASD (the “Rules”) and the By-Laws of the NASD) thereof, whether as a Holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws, including, without limitation, by (A) if such Rules or By-Laws shall so require, engaging a “qualified independent underwriter” to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities and to exercise usual standards of due diligence in respect thereto, (B) indemnifying any such qualified independent underwriter to the extent of the

13

indemnification of underwriters provided in Section 7 hereof and (C) providing any information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of the Rules.

     (xxi) Enter into such customary agreements and take such other reasonable necessary actions in connection therewith (including those reasonably requested by the Majority of Holders of Registrable Securities covered by such Shelf Registration Statement) in order to expedite or facilitate disposition of such Registrable Securities.

          (c) Each Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence of any fact of the kind described in Section 4(b)(iii)(E) hereof, such Holder will, and will use its best efforts to cause any underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until:

     (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(xvii) hereof; or

     (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Suspension Notice.

          (d) Upon the initial sale of any Registrable Securities pursuant to the Shelf Registration Statement, each selling Holder shall deliver a notice of such sale to the Company certifying that (i) the Prospectus delivery requirements, if any, of the Securities Act have been complied with and (ii) such selling Holder and the aggregate amount of Registrable Securities owned by such selling Holder are identified in the related Prospectus in accordance with the applicable rules and regulations under the Securities Act.

          If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority of Holders of such Registrable Securities included in such offering and shall be acceptable to the Company. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

          5. Holder’s Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus

14

relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(b) hereof (including the information required to be included in such Notice and Questionnaire).

          6. Registration Expenses.

          (a) The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 2 and 4 of this Agreement, whether or not any of the Shelf Registration Statements are declared effective. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Holders of a majority of the Registrable Securities being sold pursuant to a Shelf Registration Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Shelf Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of counsel for the Company in connection with the Shelf Registration Statement and (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock. In addition, the Company shall bear or reimburse the Holders that have delivered a Holder Questionnaire for the reasonable fees and disbursements of one firm of legal counsel for the Holders incurred in reviewing and commenting upon the Shelf Registration Statement prior to its effectiveness, which shall, upon the written consent of the Initial Purchaser (which shall not be unreasonably withheld), be a nationally recognized law firm experienced in securities law matters designated by the Company. In addition, the Company shall pay the internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange on which the same securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company.

          (b) In connection with the Shelf Registration Statement required by this Agreement, including any amendment or supplement thereto, and any other documents delivered to any Holders, the Company shall reimburse the Initial Purchaser and the Holders of Registrable Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be Shearman & Sterling LLP, or such other counsel as may be chosen by a Majority of Holders for whose benefit the Shelf Registration Statement is being prepared.

          7. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless the Initial Purchaser, each Holder, and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act as follows:

     (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material

15

fact contained in any Shelf Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and

     (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder expressly for use in any Shelf Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

          (b) Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, the Initial Purchaser and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company, the Initial Purchaser, or any other selling Holder within the meaning of the Securities Act or the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement.

16

          (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel (other than local counsel); provided, however, that the counsel appointed by the indemnifying party shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in any action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual or potential conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party or such appointment was not within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

          (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

          (e) If the indemnification provided for in this Section 7 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall

17

contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holders and the Initial Purchaser on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

          The relative fault of the Company on the one hand and the Holders and the Initial Purchaser on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Holders or the Initial Purchaser and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          The Company, the Holders and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 7, the Initial Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which the Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

          No Person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 7, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

          8. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, within a reasonable period of time, upon written request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales of its securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell such Registrable Securities without registration under the

18

Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by any Initial Purchaser upon request. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

          9. Miscellaneous.

          (a) No Inconsistent Agreements. The Company has not entered into and the Company will not after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.

          (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure.

          (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery. Notices to the Initial Purchaser shall be directed to it at 4 World Financial Center, New York, New York 10008, attention of Legal Department; notices to the Company shall be directed to it at 800 Nicollett Mall, Minneapolis, Minnesota 55402, attention of Treasurer.

          All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

          Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address specified in such Indenture.

          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by

19

operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof.

          (e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          (g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

          (h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall remain in full force and effect and shall not be affected or impaired or invalidated thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

          (i) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

          (j) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchaser, on the other hand, and the Holders shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

20

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

U.S. BANCORP
By:
	/s/ Kenneth D. Nelson
	Name: Kenneth D. Nelson
	Title: Senior Vice President

The foregoing Registration Rights Agreement is
hereby confirmed and accepted as of the date first
above written.

LEHMAN BROTHERS INC.

By:
	/s/ David H. Martin
	Authorized Signatory

21

EX-5.1

Exhibit 5.1

[LETTERHEAD OF SQUIRE, SANDERS & DEMPSEY L.L.P.]

September 16, 2005

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 the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to $2,500,000,000 aggregate original principal amount of the Company’s Floating Rate Convertible Senior Debentures due 2035 (the “Debentures”) and the shares of the Company’s common stock, $0.01 par value (the “Shares”), into which the Debentures are convertible. The Debentures were issued pursuant to an indenture, dated August 17, 2005 (the “Indenture”), between the Company and Wachovia Bank of Delaware, National Association, as trustee (the “Trustee”), a copy of which will be incorporated by reference as an exhibit to the Registration Statement. In connection with the filing of the Registration Statement, which relates to resales of the Debentures and the Shares by certain holders from time to time as set forth in the Registration Statement, you have requested our opinion with respect to the matters set forth below.

     In rendering the opinions expressed below, we have considered such questions of law and have examined such statutes and regulations, public records, certificates and such other documents and instruments, including the terms and provisions of the Indenture and the Debentures, as we have deemed necessary for purposes of this opinion. In addition, 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. 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.

     Based upon and subject to the foregoing and subject to the qualifications set forth below, as of the date hereof, we are of the opinion that:

U.S. Bancorp
September 16, 2005
Page 2 of 2

     1. The Indenture has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); the Debentures have been duly authorized, executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

     2. The Shares initially issuable upon conversion of the Debentures have been duly authorized and, when issued upon conversion of the Debentures in accordance with the terms of the Indenture, will be validly issued, fully paid and non-assessable.

     We express no opinion as to the laws of any jurisdiction except for those in the States of Delaware and New York and the federal laws of the United States of America. Our opinion is limited to existing, as of the date of our opinion, Delaware corporate law and New York and federal statutory and case law.

     This opinion may be relied upon by you and your successors and assigns and may not be used or relied upon by you for any other purpose and may not be used or relied upon by any other person for any purpose whatsoever, without in each instance our prior written consent.

     This opinion speaks as of its date only and is based upon facts and law in existence on the date hereof and we disclaim any undertaking to advise you of changes occurring therein after the date hereof.

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

Very truly yours,

                                           /s/ SQUIRE, SANDERS & DEMPSEY L.L.P.

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 $2.5 billion of senior debentures and 69,329,000 shares of its common stock and to the incorporation by reference therein of our reports dated February 19, 2005, with respect to the consolidated financial statements of U.S. Bancorp, U.S. Bancorp management’s assessment of the effectiveness of internal control over financial reporting, 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, 2004, filed with the Securities and Exchange Commission.

                                    /s/ Ernst & Young LLP

Minneapolis, Minnesota
September 16, 2005

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 21, 2003, except for the effects of the adoption of the fair value provisions under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” as discussed in Note 2 of the Notes to Consolidated Financial Statements, and the effects of presenting discontinued operations, as discussed in Note 4 of the Notes to Consolidated Financial Statements, as to which the date of each is December 31, 2003, relating to the consolidated statements of income, shareholder’s equity, and cash flows for the year ended December 31, 2002, which appears in the 2004 Annual Report on Form 10-K. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
September 16, 2005

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David M. Moffett, 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”), or other applicable form, and any and all amendments thereto, including post-effective amendments, in connection with the registration under the Securities Act of 1933, as amended, of the Floating Rate Convertible Senior Debentures due 2035 of the Company (the “Debentures”) in an aggregate amount not to exceed $2,500,000,000 and the underlying shares of Common Stock ($0.01 par value) of the Company into which the Debentures may be converted from time to time (both of the foregoing being referred to in this Power of Attorney as “Securities”), proposed to be registered by the Company for re-sale on behalf of one or more holders of such Securities, 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, with 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/ Jerry A. Grundhofer Jerry A. Grundhofer	Chief Executive Officer and Director (principal executive officer)	September 16, 2005
/s/ David M. Moffett David M. Moffett	Vice Chairman and Chief Financial Officer (principal financial officer)	September 16, 2005
/s/ Terrance R. Dolan Terrance R. Dolan	Executive Vice President and Controller (principal accounting officer)	September 16, 2005
/s/ Victoria Buyniski Gluckman Victoria Buyniski Gluckman	Director	September 16, 2005
/s/ Arthur D. Collins, Jr. Arthur D. Collins, Jr.	Director	September 7, 2005
/s/ Peter H. Coors Peter H. Coors	Director	September 7, 2005

Signature	Title	Date
/s/ Joel W. Johnson Joel W. Johnson	Director	September 16, 2005
/s/ Jerry W. Levin Jerry W. Levin	Director	September 16, 2005
/s/ David B. O’Maley David B. O’Maley	Director	September 16, 2005
/s/ O’dell M. Owens O’dell M. Owens, M.D., M.P.H	Director	September 16, 2005
/s/ Richard G. Reiten Richard G. Reiten	Director	September 16, 2005
/s/ Craig D. Schnuck Craig D. Schnuck	Director	September 7, 2005
/s/ Warren R. Staley Warren R. Staley	Director	September 16, 2005
/s/ Patrick T. Stokes Patrick T. Stokes	Director	September 8, 2005

EX-25.1

Exhibit 25.1

UNITED STATES
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) o

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

(Exact Name of Trustee as Specified in its Charter)

56-1887881
(I.R.S. Employer Identification No.)

301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)

28288-0630
(Zip Code)

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
300 DELAWARE AVENUE SUITE 900
WILMINGTON, DELAWARE 19701
(302) 552-3200
(Name, address and telephone number of Agent for Service)

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 NICOLETT MALL
18^th FLOOR
MINNEAPOLIS, MINNESOTA
(Address of Principal Executive Offices)

55402-7020
(Zip Code)

FLOATING RATE CONVERTIBLE
SENIOR DEBENTURES due 2035
(Title of Indenture Securities)

1. General information.

Furnish the following information as to the trustee:

a) Name and address of each examining or supervisory authority to which it is subject:

Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219

Federal Reserve Bank
Richmond, Virginia 23219

Federal Deposit Insurance Corporation
Washington, D.C. 20429

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

2. Affiliations with obligor.

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

     None.

3. Voting securities of the trustee.

Furnish the following information as to each class of voting securities of the trustee:

     Not applicable.

4. Trusteeships under other indentures.

If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information:

a) Title of the securities outstanding under each such other indenture

     Not applicable.

b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as the result of the trusteeship under any other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture.

     Not applicable.

5. Interlocking directorates and similar relationships with the obligor or underwriters.

If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection.

     Not applicable.

6. Voting securities of the trustee owned by the obligor or its officials.

Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor:

     Not applicable.

7. Voting securities of the trustee owned by underwriters or their officials.

Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter:

     Not applicable.

8. Securities of the obligor owned or held by the trustee.

Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee:

     None.

9. Securities of underwriters owned or held by the trustee.

If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee:

     Not applicable.

10. Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor.

If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting stock of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person:

     None.

11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor.

If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:

     None.

12. Indebtedness of the obligor to the trustee.

Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information:

     Not applicable.

13. Defaults by the obligor.

a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

     None.

b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

     None

14. Affiliations with the underwriters.

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

     Not applicable.

15. Foreign trustee.

Identify the order or rule pursuant to which the trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.

     Not applicable — trustee is a national banking association organized under the laws of the United States.

16. List of Exhibits.

List below all exhibits filed as part of this statement of eligibility.

þ 1. Copy of Articles of Association of the trustee as now in effect.

þ2. Copy of the Certificate of the Comptroller of the Currency dated January 10, 2005, evidencing the authority of the trustee to transact business and certification of Fiduciary Powers of the trustee.

þ 3. Copy of existing by-laws of the trustee.

o 4. Copy of each indenture referred to in Item 4, if the obligor is in default.

     -Not Applicable.

þ 5. Consent of the trustee required by Section 321(b) of the Act.

     See Exhibit T-5 attached hereto.

þ6. Copy of report of condition of the trustee at the close of business on June 30, 2005, published pursuant to the requirements of its supervising authority.

o 7. Copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act.

     -Not Applicable

o 8. Consent to service of process required of foreign trustees pursuant to Rule 10a-4 under the Act.
          -Not Applicable

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wachovia Bank of Delaware, National Association, 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 Wilmington and the State of Delaware, on the 7^th day of September, 2005.

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
By:	/s/ Steven A. Finklea
	Vice President

EXHIBIT T-1

Charter No. 22559

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION
AMENDED AND RESTATED

     For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following Articles of Association:

     FIRST. The title of the association shall be WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION.

     SECOND. The main office of the association shall be in Wilmington, Delaware. The general business of the association shall be conducted at its main office, its branches and its loan production offices.

     THIRD. The Board of Directors of this association shall consist of not less than five nor more than twenty-five shareholders, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the stockholders at any annual or special meeting thereof. Each director, during the full term of his directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Any vacancy in the Board of Directors may be filled by action of the Board of Directors.

     FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified thereby in the bylaws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the Board of Directors.

          Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the bank entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing bank management shall be made in writing and be delivered or mailed to the president of the bank, not less than 14 days nor more than 50 days prior to any meeting of stockholders called for the election of directors, provided, however, that if less than 21 days notice of the meeting is given to stockholders, such nomination shall be mailed or delivered to the president of the bank not later than the close of business on the seventh day following the day on which the notice of meeting was mailed.

          Such notification shall contain the following information to the extent known to the notifying stockholder:

°	The name and address of each proposed nominee.
°	The principal occupation of each proposed nominee.
°	The total number of shares of capital stock of the bank that will be voted for each pro- posed nominee.
°	The name and residence address of the notifying stockholder.
°	The number of shares of capital stock of the bank owned by the notifying stockholder.

          Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairperson of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee.

     FIFTH. The authorized amount of capital stock of this association shall be 250,000 shares of common stock of the par value of 100 Dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

          If the capital stock is increased by the sale of additional shares thereof, each stockholder shall be entitled to subscribe for such additional shares in proportion to the number of shares of said capital stock owned by him at the time the increase is authorized by the stockholders, unless another time subsequent to the date of the stockholders’ meeting is specified in a resolution by the stockholders at the time the increase is authorized. The Board of Directors will have the power to pre- scribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of capital stock must be exercised.

          The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the stockholders.

     SIXTH. The Board of Directors shall appoint one of its members president of this association, who shall be chairperson of the Board, unless the Board appoints another director to be the chairperson. The Board of Directors shall have the power to appoint one or more vice presidents; and to appoint a cashier and such other officers and employees as may be required to transact the business of this association.

2

          The Board of Directors shall have the power to:

°	Define the duties of the officers and employees of the association.
°	Fix the salaries to be paid to the officers and employees.
°	Dismiss officers and employees.
°	Require bonds from officers and employees and to fix the penalty thereof.
°	Regulate the manner in which any increase of the capital of the association shall be made.
°	Manage and administer the business and affairs of the association.
°	Make all bylaws that it may be lawful for the Board to make.
°	Generally to perform all acts that are legal for a Board of Directors to perform.

     SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the stockholders, and shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without the approval of the stockholders, subject to approval by the Office of the Comptroller of the Currency.

     EIGHTH. The corporate existence of this association shall continue until terminated according to the laws of the United States.

     NINTH. The Board of Directors of this association, or any three or more stockholders owning, in the aggregate, not less than 10 percent of the stock of this association, may call a special meeting of stockholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the stockholders shall be given by first-class mail, postage pre-paid, mailed at least 10 days prior to the date of the meeting to each stockholder of record at his address as shown upon the books of this association.

3

     TENTH. Each director and executive officer of this association shall be indemnified by the association against liability in any proceeding (including without limitation a proceeding brought by or on behalf of the association itself) arising out of his status as such or his activities in either of the foregoing capacities, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the association. Liabilities incurred by a director or executive officer of the association in defending a proceeding shall be paid by the association in advance of the final disposition of such proceeding upon receipt of an undertaking by the director or executive officer to repay such amount if it shall be determined, as provided in the last paragraph of this Article Tenth, that he is not entitled to be indemnified by the association against such liabilities. Before any such advances are made, the Board of Directors, in good faith, must determine in writing, that all the following conditions are met: (a) the officer, director or employee has a substantial likelihood of prevailing on the merits; (b) in the event the officer, director or employee does not prevail, he or she will have the financial capability to reimburse the association; and (c) payment of expenses by the association will not adversely affect the safety and soundness of the association.

     The indemnity against liability in the preceding paragraph of this Article Tenth, including liabilities incurred in defending a proceeding, shall be automatic and self-operative.

     Any director, officer or employee of this association who serves at the request of the association as a director, officer, employee or agent of a charitable, not-for-profit, religious, educational or hospital corporation, partnership, joint venture, trust or other enterprise, or a trade association, or as a trustee or administrator under an employee benefit plan, or who serves at the request of the association as a director, officer or employee of a business corporation in connection with the administration of an estate or trust by the association, shall have the right to be indemnified by the association, subject to the provisions set forth in the following paragraph of this Article Tenth, against liabilities in any manner arising out of or attributable to such status or activities in any such capacity, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the association, or of the corporation, partnership, joint venture, trust, enterprise, association or plan being served by such person.

     In the case of all persons except the directors and executive officers of the association, the determination of whether a person is entitled to indemnification under the preceding paragraph of this Article Tenth shall be made by and in the sole discretion of the Chief Executive Officer of the association. In the case of the directors and executive officers of the association, the indemnity against liability in the preceding paragraph of this Article Tenth shall be automatic and self-operative.

4

     For purposes of this Article Tenth of these Articles of Association only, the following terms shall have the meanings indicated:

(a)	“Association” means Wachovia Bank of Delaware, National Association and its direct and indirect wholly-owned subsidiaries.
(b)	“Director” means an individual who is or was a director of the association.
(c)	“Executive officer” means an officer of the association who by resolution of the Board of Directors of the association has been determined to be an executive officer of the association for purposes of Regulation O of the Federal Reserve Board.
(d)	“Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees and expenses, incurred with respect to a proceeding.
(e)	“Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(f)	“Proceeding” means any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

   The association shall have no obligation to indemnify any person for an amount paid in settlement of a proceeding unless the association consents in writing to such settlement.

   The right to indemnification herein provided for shall apply to persons who are directors, officers, or employees of banks or other entities that are hereafter merged or otherwise combined with the association only after the effective date of such merger or other combination and only as to their status and activities after such date.

   The right to indemnification herein provided for shall inure to the benefit of the heirs and legal representatives of any person entitled to such right.

   No revocation of, change in, or adoption of any resolution or provision in the Articles of Association or By-laws of the association inconsistent with, this Article Tenth shall adversely affect the rights of any director, officer, or employee of the association with respect to (i) any proceeding commenced or threatened prior to such revocation, change, or adoption, or (ii) any proceeding arising out of any act or omission occurring prior to such revocation, change, or adoption, in either case, without the written consent of such director, officer, or employee.

5

   The rights hereunder shall be in addition to and not exclusive of any other rights to which a director, officer, or employee of the association may be entitled under any statute, agreement, insurance policy, or otherwise.

   The association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of the association, or is or was serving at the request of the association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise, against any liability asserted against such director, officer, or employee in any such capacity, or arising out of their status as such, whether or not the association would have the power to indemnify such director, officer, or employee against such liability, excluding insurance coverage for a formal order assessing civil money penalties against an association director or employee.

   Notwithstanding anything to the contrary provided herein, no person shall have a right to indemnification with respect to any liability (i) incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the association, (ii) to the extent such person is entitled to receive payment therefor under any insurance policy or from any corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise other than the association, or (iii) to the extent that a court of competent jurisdiction determines that such indemnification is void or prohibited under state or federal law.

   ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the stockholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.

   TWELFTH. The Association, at anytime and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.

6

EXHIBIT T-2

Comptroller of the Currency
Administrator of National Banks

     Washington, D.C. 20219

Certificate of Corporate Existence and Fiduciary Powers

I, Julie L. Williams, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wachovia Bank of Delaware, National Association,” Wilmington, Delaware, (Charter No. 22559) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this January 10, 2005.

	-s- Julie L. Williams
	Acting Comptroller of the Currency

EXHIBIT T-3

Charter No. 22559

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION

BY-LAWS

Effective October 25, 2002
Amended June 18, 2004

ARTICLE I

Meetings of Shareholders

     Section 1.1 Annual Meeting. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday of April in each year, commencing with the year 2002, except that the Board of Directors may, from time to time and upon passage of a resolution specifically setting forth its reasons, set such other date for such meeting during the month of April as the Board of Directors may deem necessary or appropriate; provided, however, that if an annual meeting would otherwise fall on a legal holiday, then such annual meeting shall be held on the second business day following such legal holiday. The holders of a majority of the outstanding shares entitled to vote which are represented at any meeting of the shareholders may choose persons to act as Chairman and as Secretary of the meeting.

     Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any three (3) or more shareholders owning, in the aggregate, not less than ten percent (10%) of the stock of the Association. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten (10) days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association.

     Section 1.3 Nominations for Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholders of any outstanding class of capital stock of the Association entitled to vote for the election of Directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D. C., not fewer than fourteen (14) days nor more than fifty (50) days prior to any meeting of shareholders called for the election of Directors, provided, however, that if fewer than twenty-one (21) days’ notice of such meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the

following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee.

     Section 1.4 Judges of Election. The Board may at any time appoint from among the shareholders three (3) or more persons to serve as Judges of Election at any meeting of shareholders; to act as judges and tellers with respect to all votes by ballot at such meeting and to file with the Secretary of the meeting a Certificate under their hands, certifying the result thereof.

     Section 1.5 Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting.

     Section 1.6 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

ARTICLE II

Directors

     Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the “Board”), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.

     Section 2.2 Number. The Board shall consist of not fewer than five (5) nor more than twenty-five (25) Directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any annual or special meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of Directors to a number which, (1) exceeds by more than two (2) the number of Directors last elected by shareholders where such number was fifteen (15) or fewer, and (2) to a number which exceeds by more than four (4) the number of Directors last elected by shareholders where such number was sixteen (16) or more, but in no event shall the number of Directors exceed twenty-five (25).

2

     Section 2.3 Organization Meeting. The Secretary of the meeting upon receiving the Certificate of the Judges of Election, of the result of any election, shall notify the Directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting from time to time, until a quorum is obtained.

     Section 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by resolution of the Board of Directors. Upon adoption of such resolution, no further notice of such meeting dates or the places or times thereof shall be required. Upon the failure of the Board of Directors to adopt such a resolution, regular meetings of the Board of Directors shall be held, without notice, on the Wednesday following the third Tuesday in February, June, October, and December, commencing with April 2002, at the Main Office or at such other place and time as may be designated by the Board of Directors. When any regular meeting of the Board would otherwise fall on a holiday, the meeting shall be held on the next business day unless the Board shall designate some other day.

     Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association, or at the request of three (3) or more Directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting.

     Section 2.6 Quorum. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.

     Section 2.7 Vacancies. When any vacancy occurs among the Directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a Director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

     Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory Boards for each of the States in which the Association conducts operations. Each such Advisory Board shall consist of as many persons as the Board of Directors may determine. The duties of each Advisory Board shall be to consult and advise with the Board of Directors and senior officers of the Association in such State with regard to the best interests of the Association and to perform such other duties as the Board of Directors may lawfully delegate. The senior officer in such State, or such officers as directed by such senior officer, may appoint advisory boards for geographic regions within such State and may consult with the State Advisory Boards prior to such appointments.

3

ARTICLE III

Committees of the Board

     Section 3.1 The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may designate two (2) or more Directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board of Directors reserves to itself alone the power to act on (1) dissolution, merger or consolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of these By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to shareholders of any action requiring shareholder approval.

     The Board of Directors or the Chairman of the Board of Directors of the Association may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee.

     A majority of the members of any committee of the Board of Directors may fix such committee’s rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in the resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration.

ARTICLE IV

Officers and Employees

     Section 4.1 Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be Directors of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity.

4

     Section 4.2 Election, Term of Office, and Qualification. Each officer shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been disqualified, or shall have been removed from office.

     Section 4.3 Officers Acting as Assistant Secretary. Notwithstanding Section 4.1 of these By-laws, any officer holding the title of Assistant Vice President or above shall have, by virtue of his office, and by authority of the By-laws, the authority from time to time to act as an Assistant Secretary of the Association, and to such extent, said officers are appointed to the office of Assistant Secretary.

     Section 4.4 Chief Executive Officer. The Board of Directors shall designate one of its members to be the President of this Association, and the officer so designated shall be an ex officio member of all committees of the Association except the Examining Committee, and its Chief Executive Officer unless some other officer is so designated by the Board of Directors.

     Section 4.5 Duties of Officers. The duties of all officers shall be prescribed by the Board of Directors. Nevertheless, the Board of Directors may delegate to the Chief Executive Officer the authority to prescribe the duties of other officers of the Association not inconsistent with law, the charter, and these By-laws, and to appoint other employees, prescribe their duties, and to dismiss them. Notwithstanding such delegation of authority, any officer or employee also may be dismissed at any time by the Board of Directors.

     Section 4.6 Other Employees. The Board of Directors may appoint from time to time such tellers, vault custodians, bookkeepers, and other clerks, agents, and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salary to be paid them, and dismiss them. Subject to the authority of the Board of Directors, the Chief Executive Officer or any other officer of the Association authorized by him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and other clerks, agents, and employees, prescribe their duties and the conditions of their employment, and from time to time fix their compensation.

     Section 4.7 Removal and Resignation. Any officer or employee of the Association may be removed either with or without cause by the Board of Directors. Any employee other than an officer elected by the Board of Directors may be dismissed in accordance with the provisions of the preceding Section 4.6. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the Association. Any such resignation shall become effective upon its being accepted by the Board of Directors, or the Chief Executive Officer.

5

ARTICLE V

Fiduciary Powers

     Section 5.1 Trust Services Division. There shall be divisions of this Association known as the Capital Management Group and the Wealth Management Group which shall be responsible for the exercise of the fiduciary activities of this Association.

     Section 5.2 Trust Officers. There shall be one or more Officers of this Association whose duties shall be to manage, supervise and direct all the fiduciary activities of the Capital Management and Wealth Management Groups. Further, there shall be one or more Senior Trust Officers designated to assist the Officers in the performance of their duties. They shall do or cause to be done all things necessary or proper in carrying out the business of the Capital Management and Wealth Management Groups in accordance with provisions of applicable laws and regulations.

     Section 5.3 General Trust Committee. There shall be a General Trust Committee composed of not fewer than four (4) members of the Board of Directors or officers of this Association who shall be appointed annually, or from time to time, by the Board of Directors of this Association. Each member shall serve until his successor is appointed. The Board of Directors or the Chairman of the Board may change the membership of the General Trust Committee at any time, fill any vacancies therein, or discharge any member thereof with or without cause at any time. The General Trust Committee shall counsel and advise on all matters relating to the fiduciary business or affairs of the Capital Management and Wealth Management Groups and shall adopt overall policies for the conduct of the fiduciary business of the Capital Management and Wealth Management Groups, including, but not limited to: general administration, investment policies, new business development, and review for approval of major assignments of functional responsibilities. The General Trust Committee shall assign the administration and performance of any of its fiduciary powers or duties to any subcommittee as it may designate. The General Trust Committee shall appoint the members of any such subcommittees and shall determine the number of members which constitutes a quorum at meetings of such subcommittees. The General Trust Committee shall meet at least quarterly or as called for by its Chairman or any three (3) members of the Committee. A quorum shall consist of three (3) members. In carrying out its responsibilities, the General Trust Committee shall review the actions of all officers, employees and committees utilized by this Association in connection with the fiduciary activities of the Capital Management and Wealth Management Groups and may assign the administration and performance of any fiduciary powers or duties to any officers or employees of the Capital Management Group or Wealth Management Group or to any committee it may designate. One of the methods to be used in the review process will be the scrutiny of the Reports of Examination by the Office of the Comptroller of the Currency and the reports of the Audit Division of Wachovia Corporation, as they relate to the activities of the Capital Management and Wealth Management Groups. These reviews shall be in addition to reviews of such reports by the Audit Committee of the Board of Directors. The Chairman of the General Trust Committee shall be appointed by the Board of Directors. The Chairman of the General Trust Committee shall cause to be recorded in appropriate minutes all actions taken by the Committee. The minutes shall be signed by its Secretary and approved by its Chairman.

6

Further, the General Trust Committee shall make its minutes available to the Board of Directors at its next regularly scheduled meeting following a meeting of the General Trust Committee. As required by Section 9.4 of Regulation 9 of the Comptroller of the Currency, the Board of Directors retains responsibility for the proper exercise of this Association’s fiduciary powers.

     Members of the General Trust Committee will abide by the Association’s Code of Conduct as it applies to the Capital Management and Wealth Management Groups.

ARTICLE VI

Stock and Stock Certificates

     Section 6.1 Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares.

     Section 6.2 Stock Certificates. Certificates of stock shall bear the signature of the Chairman, the Vice Chairman, the President, or a Vice President (which may be engraved, printed, or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed.

ARTICLE VII

Corporate Seal

     Section 7.1 The President, the Cashier, the Secretary, or any Assistant Cashier, or Assistant Secretary, or other officer thereunto designated by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be in the form adopted by the Board of Directors.

ARTICLE VIII

Miscellaneous Provisions

     Section 8.1 Fiscal Year. The fiscal year of the Association shall be the calendar year.

     Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings,

7

proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Senior Executive Vice President, Executive Vice President, Vice President or Assistant Vice President, the Secretary, the Cashier or Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so required by applicable law or regulation, attested or countersigned by the Secretary or Assistant Secretary; provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws.

     Section 8.3 Records. The Articles of Association, the By-laws, and the proceedings of all meetings of the shareholders, the Board of Directors, standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier, or other officer appointed to act as Secretary of the meeting.

     Section 8.4 Corporate Governance Procedures. To the extent not inconsistent with applicable federal banking statutes and these By-laws, the corporate governance procedures of the relevant provisions of the North Carolina Business Corporation Act, North Carolina General Statute Chapter 55, will be followed.

ARTICLE IX

By-laws

     Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Main Office of the Association, and shall be open for inspection to all shareholders, during banking hours.

     Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the whole number of Directors.

8

ARTICLE X

Emergency By-Laws

     Section 10.1. Emergency. In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this Association will continue to conduct the affairs of the Association under such guidance from the Directors or the Executive Committee as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any applicable governmental directives during the emergency.

     Section 10.2. Officers Pro Tempore. The surviving members of the Board of Directors or the Executive Committee shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer’s powers and duties to any other officer, or to any Director, for the time being.

     Section 10.3. Executive Committee Powers. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this Association by its Directors and officers as contemplated by these By-laws, any two (2) or more available members of the Board of Directors shall constitute the Executive Committee and shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article II of these By-laws; and in addition, the Executive Committee shall be empowered to exercise all of the powers reserved to the General Trust Committee under Section 5.3 of Article V hereof. In the event of the unavailability, at such time, of a minimum of two (2) members of the then incumbent Executive Committee, any three (3) available Directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this section. This By-law shall be subject to implementation by resolutions of the Board of Directors passed from time to time for that purpose. Any provisions of these By-laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by an interim Executive Committee acting under this section that it shall be to the advantage of this Association to resume the conduct and management of its affairs and business under all of the other provisions of these By-laws.

     Section 10.4. Officer Succession. If consequent upon war or warlike damage or disaster, the Chief Executive Officer of this Association cannot be located or is unable to assume or to continue normal executive duties, then the authority and duties of the Chief Executive Officer shall, without further action of the Board of Directors, be automatically assumed by one of the following persons in the order designated:

9

Chairman
President
Head of the General Bank
Division Head/Area Administrator — Within this officer class, officers shall take seniority on the basis of length of service in such office or, in the event of equality, length of service as an officer of the Association.

     Any one of the above persons who in accordance with this Section 10.4 assumes the authority and duties of the Chief Executive Officer shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting Main Office decide in writing he is unable to perform said duties or until the elected Chief Executive Officer of this Association, or a person higher on the above list, shall become available to perform the duties of Chief Executive Officer of the Association.

     Section 10.5. Certification. Anyone dealing with this Association may accept a certification by any three (3) officers that a specified individual is acting as Chief Executive Officer in accordance with this By-law; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry the signatures of three (3) officers of the Association.

     Section 10.6. Alternate Locations. The offices of the Association at which its business shall be conducted shall be the Main Office thereof and each of its branches , and any other legally authorized location which may be leased or acquired by this Association to carry on its business. During an emergency resulting in any authorized place of business of this Association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued.

     Section 10.7. Acting Main Offices. In case of war or warlike damage or disaster, if the Main Office of this Association, located in Wilmington, Delaware, is unable temporarily to continue its functions, then and in such case, the largest branch office in the State of Delaware, based on the amount of deposits held at such branch, which can carry on its functions, shall, without further action of this Board of Directors, become the “Acting Main Office of this Association”.

     Section 10.8. Resumption of Main Office. The Main Office shall resume its functions at its legally authorized location as soon as practicable as determined by the Executive Committee pursuant to Section 10.3 of these By-laws.

10

EXHIBIT T-5

CONSENT OF THE TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of U.S. Bancorp Floating Rate Convertible Senior Debentures due 2035, Wachovia Bank of Delaware, National Association, hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
By:	/s/ Steven A. Finklea
	Vice President

Wilmington, Delaware

September 7, 2005

EXHIBIT T-6

REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of Wachovia Bank of Delaware, N.A., at the close of business on June 30, 2005, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 1 Comptroller of the Currency.

Statement of Resources and Liabilities

ASSETS

Thousand of Dollars
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin	356,606
Interest-bearing balances	316,261
Securities	////////
Held-to-maturity securities (from Schedule RC-B, column A)	0
Available-for-sale securities (from schedule RC-B, column D)	0
Federal funds sold and securities purchased under agreements to resell	0
Federal funds sold in domestic offices	2,184
Securities purchased under agreements to resell	15,000
Loans and lease financing receivables (from Schedule RC-C):
Loan and leases held for sale	0
Loan and leases, net of unearned income	1,809,409
LESS: Allowance for loan and lease losses	62,908
LESS: Allocated transfer risk reserve	0
Loans and leases, net of unearned income and allowance (item.4.b minus 4.c)	1,746,501
Trading assets (from Schedule RC-D)	4
Premises and fixed assets (including capitalized leases)	8,430
Other real estate owned (from Schedule RC-M)	1,354
Investment in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	0
Customer’s liability to this bank on acceptances outstanding	0
Intangible assets
Goodwill	336
Other intangible assets (from Schedule RC-M)	0
Other assets (from Schedule RC-F)	160,018
Total assets	2,606,694

LIABILITIES

Deposits:
In domestic offices	1,992,000
Noninterest-bearing	350,522
Interest-bearing	1,641,478
In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, partII)	0
Noninterest-bearing	0
Interest-bearing	0
Federal funds purchased in domestic offices(2)	0
Securities sold under agreements to repurchase(3)	9,353
Trading liabilities(from Schedule RC-D)	0
Other borrowed money (includes mortgage indebtedness and obligations under Capitalized leases)(from Schedule RC-M)	223,512
Bank’s liability on acceptances executed and outstanding	0
Subordinated notes and debentures	25,000
Other liabilities	67,521
Total liabilities	2,317,386
Minority Interest in consolidated subsidiaries	0

EQUITY CAPITAL

Perpetual preferred stock and related surplus	0
Common Stock	500
Surplus	138,977
Retained Earnings	149,831
Accumulated other comprehensive income	0
Other Equity Capital components	0
Total equity capital (sum of item 23 through 27)	289,308
Total liabilities and equity capital (sum of items 21,22, and 28	2,606,694