UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION COPY

UNDERWRITING AGREEMENT

January 25, 2007

U.S. Bancorp
USB Capital XII
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000

Ladies and Gentlemen:

We (the “Representatives”) understand that USB Capital XII, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and U.S. Bancorp, a Delaware corporation, as sponsor of the Trust and as guarantor (the “Guarantor”), propose that the Trust issue and sell to the several underwriters named in Schedule I (the “Underwriters”) 20,000,000 6.30% Trust Preferred Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of $500,000,000 (the “Firm Securities”) representing preferred beneficial interests in the Trust.  In addition, the Guarantor and the Trust grant to the Underwriters the right to request the opportunity to purchase up to an additional 3,000,000 Trust Preferred Securities (the “Optional Securities,” and together with the Firm Securities, the “Offered Securities”).  The Offered Securities are fully and unconditionally guaranteed by U.S. Bancorp.  The Guarantor will be the owner of all of the beneficial ownership interests represented by the common securities (liquidation amount $25 per common security) issued by the Trust (the “Common Securities”).  Proceeds from the sale of the Offered Securities to the Underwriters and from the concurrent sale of the Common Securities to the Guarantor will be used to purchase 6.30% Income Capital Obligation NotesSM due February 15, 2067 of the Guarantor (the “ICONs” and, for purposes of the Standard Underwriting Agreement (defined below), are also referred to as the “Junior Subordinated Debentures”).  The ICONs will be issued by the Guarantor pursuant to a Junior Subordinated Indenture, dated as of April 28, 2005, as amended and supplemented through the Closing Date (as defined below), (the “Indenture”) between the Guarantor and Wilmington Trust Company, as successor trustee to Delaware Trust Company, National Association (the “Debenture Trustee”).

The Guarantor will, through the Indenture, the ICONs, the Amended and Restated Trust Agreement, by and among U.S. Bancorp, as Sponsor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee and the Administrative Trustees named therein, as amended and supplemented (the “Trust Agreement”), the Guarantee Agreement (the “Guarantee”) between the Guarantor and Wilmington Trust Company, as trustee (the “Guarantee Trustee”), taken together, fully, irrevocably and unconditionally guarantee on a subordinated basis all of the Trust’s obligations under the Offered Securities.

Subject to the terms and conditions set forth herein and incorporated by reference herein, the Guarantor and the Trust hereby agree that the Guarantor shall sell to each of the

Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase the number of the Firm Securities set forth opposite the name of such Underwriter at a purchase price of $24.2125 per Firm Security, plus accrued distributions, if any (the “Purchase Price”); provided that, for sales by any Underwriter of more than 20,000 Firm Securities to a single purchaser, the Purchase Price per Firm Security will be $24.50 (the “Institutional Price”) .  The Representatives will provide notice to the Company of the number of Firm Securities to which the Institutional Price applies.  The respective number of Firm Securities to be purchased by each of the Underwriters at the foregoing prices shall be that proportion of Firm Securities which the number of Firm Securities to be purchased by such Underwriter as set forth on Schedule I bears to the aggregate number of Firm Securities (rounded as the Representatives may determine to the nearest 10 Offered Securities).  In addition, subject to the terms and conditions set forth herein and incorporated by reference herein, the Guarantor and the Trust grant to the Underwriters the right to request the opportunity to purchase the Optional Securities at a purchase price of $24.2125 per Optional Security, plus accrued distributions, if any.  The opportunity to purchase the Optional Securities hereunder is for use by the Underwriters solely for the purpose of covering over-allotments in the sale of the Firm Securities.  The right to request the opportunity to purchase the Optional Shares may be exercised at any time upon notice by the Representatives to the Guarantor and the Trust; provided that such purchase transaction shall have settled on a T+3 basis on or before February 24, 2007.

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 (Capital Securities) (December 21, 2005)” (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 4:15 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.  Additionally, for purposes of this Underwriting Agreement only, the term “Guarantor Agreements” as used throughout the Standard Underwriting Agreement shall also include the ICONs Replacement Capital Covenant to be executed by the Company for the benefit of holders of debt specified therein.

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

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“(g)         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.”

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

“(h)         During the period of 15 days from the date of the Underwriting Agreement, the Guarantor and Trust will not offer, sell, contract to sell or otherwise dispose of any Offered Securities, any other beneficial interest in the assets of the Trust, or any other securities of the Trust or any other similar trust which are substantially similar to the Offered Securities, including any guarantee of such securities, or any junior subordinated debentures of the Guarantor issued to the Trust or other similar trust, or any securities convertible into or exchangeable for or representing the right to receive Offered Securities, or any such substantially similar securities of the Trust or any other similar trust, or any other junior subordinated debentures of the Guarantor issued to the Trust or other similar trust, without the prior written consent of the Representatives.”

Certificates for the Firm Securities purchased by each Underwriter shall be delivered by or on behalf of the Guarantor 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 February 1, 2007 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, the Guarantor and the Trust may agree upon in writing.  Delivery to the Underwriters of and payment to the Guarantor for any Optional Securities to be purchased by the Underwriters shall be made at the aforementioned offices of Shearman & Sterling LLP, or at such other place and time as the Representatives, the Guarantor and the Trust may agree upon in writing, at such time on such date, which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than two nor later than three business days after the giving of the notice to exercise the option of the Underwriters.

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.

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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 XXXXXXX & CO. INCORPORATED
	UBS SECURITIES LLC
	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:	/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Managing Director
	By: XXXXXX XXXXXXX & CO. INCORPORATED
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Executive Director
	By: UBS SECURITIES LLC
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Managing Director
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Associate Director

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Accepted by:
U.S. BANCORP, as Guarantor
By:	/s/ Xxxxx X. Bible
Name:		Xxxxx X. Bible
Title:		Executive Vice President and Treasurer
USB CAPITAL XII
By: U.S. Bancorp, as Sponsor
By:	/s/ Xxxxx X. Bible
Name:		Xxxxx X. Bible
Title:		Executive Vice President and Treasurer

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SCHEDULE I

		Underwriters’ Commitment to Purchase Firm Securities
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		2,432,514
Xxxxxx Xxxxxxx & Co. Incorporated		2,432,500
UBS Securities LLC		2,432,500
X.X. Xxxxxxx & Sons, Inc.		2,431,875
Citigroup Global Markets Inc.		2,431,875
RBC Xxxx Xxxxxxxx Inc.		2,431,875
Wachovia Capital Markets, LLC		2,431,875
Banc of America Securities LLC		200,000
Bear, Xxxxxxx & Co. Inc.		200,000
Xxxxxxx Xxxxxx & Co., Inc.		200,000
Credit Suisse Securities (USA) LLC		200,000
Xxxxxxx, Sachs & Co.		200,000
Xxxxxxxxx & Company, Inc.		200,000
Xxxxxx Brothers Inc.		200,000
Xxxxxx, Xxxxxxxx & Company, Incorporated		200,000
BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, Inc.		83,333
H&R Block Financial Advisors, Inc.		83,333
HSBC Securities (USA) Inc.		83,333
KeyBanc Capital Markets, a division of McDonald Investments Inc.		83,333
Xxxxxx Xxxxxx & Company, Inc.		83,333
Xxxxxxxxxxx & Co. Inc.		83,333
Xxxxxxx Xxxxx & Associates, Inc.		83,333
TD Ameritrade, Inc.		83,333
Xxxxxx X. Xxxxx & Co. Incorporated		41,666
Xxxxxxx, Xxxxxx & Co.		41,666
X.X. Xxxxxxxx & Co.		41,666
Xxxxxxxxx & Company LLC		41,666
Xxxxxx, Xxxxx Xxxxx, Incorporated		41,666
Fixed Income Securities, LP		41,666
Xxxxxx & Company		41,666
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc.		41,666
Xxxxxx Xxxxxxxxxx Xxxxx LLC		41,666
Xxxxx, Xxxxxxxx & Xxxxx, Inc.		41,666
Mesirow Financial, Inc.		41,666
Pershing LLC		41,666
Sandler, X’Xxxxx & Partners, L.P.		41,666
Sterne, Agee & Xxxxx, Inc.		41,666
Stone & Xxxxxxxxx LLC		41,666
SunTrust Capital Markets, Inc.		41,666
X.X. Xxxxxxx and Company		41,666
Total		20,000,000

Sch. I-1

SCHEDULE II

Materials other than the Statutory Prospectus that comprise the General Disclosure Package:  Term Sheet, dated January 25, 2007.

Sch. II-1