UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION VERSION

UNDERWRITING AGREEMENT

April 29, 2013

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 “Firm Securities” and each a “Firm Security”), each representing 1/1,000th of a share of the Company’s Series H Non-Cumulative Perpetual Preferred Stock, $1.00 par value, with a liquidation preference of $25,000 per share (the “Preferred Stock”). In addition, the Company proposes to issue and sell to the Underwriters up to an additional 1,000,000 Depositary Shares (the “Optional Securities”) if and to the extent that the Underwriters shall have determined to exercise the right to purchase such Optional Securities granted to the Underwriters below. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Offered Securities.” 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 May 2, 2013, 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 Firm Securities set forth opposite the name of such Underwriter at a purchase price of $24.75 per Firm Security (in the case of Firm Securities sold to institutional investors) or at a purchase price of $24.2125 per Firm Security (in the case of Firm Securities sold to retail investors) (the “Purchase Price”).

In addition, the Company hereby grants the Underwriters the right to purchase, severally and not jointly, up to 1,000,000 Optional Securities at the applicable Purchase Price. The Underwriters may exercise this right in whole or from time to time in part by giving written notice not later than 30 days after the date of the Statutory Prospectus specified in Schedule II hereto (the “Prospectus”). Any exercise notice shall specify the number of Optional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Securities or later than ten business days after the date of such notice. Optional Securities may be purchased as provided herein solely for the purpose of covering over allotments made in connection with the offering of the Firm Securities. On each day, if any, that Optional Securities are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities

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(subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of Optional Securities to be purchased on such Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm 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) (April 29, 2013)” (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.

In addition, in consideration of the agreements of the Underwriters contained in this Underwriting Agreement and the Standard Underwriting Agreement, the Company covenants that, during a period of 30 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Preferred Shares or Depositary Shares, any securities that are substantially similar to the Preferred Shares or the Depositary Shares, or any securities convertible into or exercisable or exchangeable for Preferred Shares, Depositary Shares or substantially similar securities, or file any registration statement under the 1933 Act with respect to any of the foregoing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Preferred Shares or Depositary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Shares or Depositary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Preferred Shares and Depositary Shares to be sold hereunder.

In the event that the Underwriters exercise the option to purchase all or any portion of the Optional Securities (as described above), the obligations of the Underwriters to purchase the Optional Securities shall be subject to, and contingent upon, the satisfaction of the conditions set forth in Section V of the Standard Underwriting Agreement, except that all references therein to “Closing Date” shall instead refer to the applicable Option Closing Date.

For the purposes of this Underwriting Agreement only, the “Applicable Time” is 4:15 P.M. (New York City 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 O’Melveny & Xxxxx LLP.

For purposes of this Underwriting Agreement only, the term “Special Tax Counsel” as used in the Standard Underwriting Agreement shall mean Xxxxxx Xxxxxxx (US) LLP.

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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 A.M. (New York City time) on May 2, 2013 at the offices of O’Melveny & Xxxxx LLP, 0 Xxxxx 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.

[Signature Pages Follow]

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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.

XXXXXX XXXXXXX & CO. LLC
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX                               INCORPORATED
UBS SECURITIES LLC
U.S. BANCORP INVESTMENTS, INC.
XXXXX FARGO SECURITIES, LLC
Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule I annexed hereto.
By:		XXXXXX XXXXXXX & CO. LLC
By:		/s/ Yurij Slyz
		Name:		Yurij Slyz
		Title:		ED
By:		XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX                                INCORPORATED
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Managing Director
By:		UBS SECURITIES LLC
By:		/s/ Xxxx Xxxxxxxx
		Name:		Xxxx Xxxxxxxx
		Title:		Executive Director
By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Associate Director

[Signature Page to Underwriting Agreement]

By:		U.S. BANCORP INVESTMENTS, INC.
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:		Xxxxxxx Xxxxxxxxx
		Title:		Managing Director
By:		XXXXX FARGO SECURITIES, LLC
By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Director

Accepted by:

U.S. BANCORP

By:		/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:		Senior Vice President

[Signature Page to Underwriting Agreement]

SCHEDULE I

		Underwriters’ Commitment  to Purchase Firm Securities
Xxxxxx Xxxxxxx & Co. LLC			4,044,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx                      Incorporated			4,044,000
UBS Securities LLC			4,044,000
Xxxxx Fargo Securities, LLC			4,044,000
U.S. Bancorp Investments, Inc.			2,024,000
Xxxxxx Xxxxxxxxxx Xxxxx LLC			150,000
Xxxxx, Xxxxxxxx & Xxxxx, Inc.			150,000
Xxxxxxxxxxx & Co. Inc.			150,000
Xxxxxxx Xxxxx & Associates, Inc.			150,000
RBC Capital Markets, LLC			150,000
Wedbush Xxxxxx Securities Inc.			150,000
Advisors Asset Management Inc.			50,000
BNY Mellon Capital Markets, LLC			50,000
X. X. Xxxx & Associates, Inc.			50,000
City Securities Corporation			50,000
X. X. Xxxxxxxx & Co.			50,000
Xxxxxxxxx & Company LLC			50,000
HRC Investment Services, Inc.			50,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC			50,000
Xxxxxxxxx LLC			50,000
LPL Financial LLP			50,000
Mesirow Financial, Inc.			50,000
Xxxxxx X. Xxxxx & Co. Incorporated			50,000
Xxxx, Sinclaire & Associates Inc.			50,000
Southwest Securities Inc.			50,000
Sterne, Agee & Xxxxx, Inc.			50,000
Stockcross Financial Services, Inc.			50,000
Xxxxxxx Xxxxx & Company, L.L.C.			50,000
Xxxxxxx Capital Markets Group			50,000
Total			20,000,000

SCHEDULE II

Materials other than the Statutory Prospectus that comprise the General Disclosure Package:

Final Term Sheet, dated April 29, 2013.