Exhibit 4.8

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:53 AM 01/18/2006

FILED 11:53 AM 01/18/2006

SRV 060046324 - 3961742 FILE

RESTATED
CERTIFICATE OF TRUST
OF
USB CAPITAL XII

THIS RESTATED CERTIFICATE OF TRUST of USB CAPITAL XII (the “Trust”) is being duly executed and filed by the undersigned, as trustees, to amend and restate under the Delaware Statutory Trust Act (12 Del. C (Section) 3801 et seq.) the Certificate of Trust of the Trust which was originally filed on April 27, 2005.

The Certificate of Trust is hereby amended and restated in its entirety to read as follows:

1.        NAME. The name of the statutory trust is USB Capital XII.

2.        DELAWARE TRUSTEE. The name and business address of the trustee of the Trust with a principal place of business in the State of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890.

3.        EFFECTIVE DATE. This Restated Certificate of Trust shall be effective upon filing.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have executed this Restated Certificate of Trust as of the date first above written.

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee
By:	/s/ Kristin L. Moore
	Name: Kristin L. Moore
	Title: Financial Services Officer
/s/ David M. Moffett
David M. Moffett, not in his individual capacity but solely as Administrative Trustee
/s/ Daryl N. Bible
Daryl N. Bible, not in his individual capacity but solely as Administrative Trustee
/s/ Lee R. Mitau
Lee R. Mitau, not in his individual capacity but solely as Administrative Trustee