UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION COPY

March 10, 2008

U.S. Bancorp
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000

Ladies and Gentlemen:

We (the “Representatives”) understand that U.S. Bancorp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) an aggregate of 20,000,000 Depositary Shares (the “Offered Securities”), each representing 1/1,000th of a share of the Company’s Series D Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”), which will evidence the Depositary Shares, that are to be issued by U.S. Bank National Association (the “Depositary”) under the Deposit Agreement, to be dated March 17, 2008, among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued hereunder.

Subject to the terms and conditions set forth herein and incorporated by reference herein, the Company hereby agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase the numbers of the Offered Securities set forth opposite the name of such Underwriter at a purchase price of $24.2125 per Offered Security, plus accrued distributions, if any (the “Purchase Price”); provided that, the Purchase Price per Offered Security will be $24.75 (the “Institutional Price”) for sales to certain institutions. The Representatives will provide notice to the Company of the number of Offered Securities to which the Institutional Price applies. The respective number of Offered Securities to be purchased by each of the Underwriters at the foregoing prices shall be that proportion of Offered Securities which the number of Offered Securities to be purchased by such Underwriter as set forth on Schedule I bears to the aggregate number of Offered Securities (rounded as the Representatives may determine to the nearest 100 Offered Securities).

The Offered Securities shall have the terms that are further described in the Statutory Prospectus and the term sheet specified in Schedule II hereto.

Except as otherwise provided herein, all the provisions contained in the document entitled “U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (March 22, 2006)” (the “Standard Underwriting Agreement”) are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Standard Underwriting Agreement.

For the purposes of this Underwriting Agreement only, the “Applicable Time” is 5:10 p.m. (Eastern time) on the date of this Underwriting Agreement.

For purposes of this Underwriting Agreement only, the term “Underwriters’ Counsel” as used in the Standard Underwriting Agreement shall mean Shearman & Sterling LLP.

For purposes of this Underwriting Agreement only, the term “Special Tax Counsel” as used in the Standard Underwriting Agreement shall mean Squire, Xxxxxxx & Xxxxxxx L.L.P..

For purposes of this Underwriting Agreement only, Article (V)(f) of the Standard Underwriting Agreement shall be deleted in its entirety and replaced with the following:

“(f) The Representatives shall receive a letter dated the date of the applicable Underwriting Agreement, in form and substance satisfactory to the Representatives, from Ernst & Young LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the General Disclosure Package.”

Certificates for the Offered Securities purchased by each Underwriter shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the Purchase Price therefor in federal (same day) funds, on the “Closing Date,” which shall be 10:00 AM (New York City time) on March 17, 2008 at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place and time as the Representatives and the Company may agree upon in writing.

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

Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us.



		XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

		XXXXXX BROTHERS INC.

		Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule I annexed hereto.

		By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED



	By:
		Name:
		Title:



		By: XXXXXX BROTHERS INC.

		By:
				Name:
				Title:



Accepted by:

U.S. BANCORP

By:
		Name: Xxxxxxx X. Xxxxxx
		Title: Senior Vice President

SCHEDULE I


	Underwriters’
	Commitment to
	Purchase
	Depositary Shares
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		8,000,001
Xxxxxx Brothers Inc.		8,000,000
Xxxxxx Xxxxxxx & Co. Incorporated		1,333,333
UBS Securities LLC		1,333,333
Wachovia Capital Markets, LLC		1,333,333

Total		20,000,000

Sch. I-1

SCHEDULE II

Materials other than the Statutory Prospectus that comprise the General Disclosure Package: Final Term Sheet, dated March 10, 2008.

B-1

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UNDERWRITING AGREEMENT

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