DECLARATION OF TRUST
OF U. S. BANCORP CAPITAL I
This DECLARATION OF TRUST, dated as of December 18, 1996,
between U. S. Bancorp, an Oregon corporation, as "Depositor" and Xxxxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxx and First Chicago Delaware Inc. (the "Trustees"). The
Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as U. S. Bancorp
Capital I (the "Trust"), in which name the Trustees, or the Depositor to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trust the sum of $10. Such amount shall constitute the initial trust
estate. It is the intention of the parties hereto that the Trust created hereby
shall constitute a business trust under Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"), and that this
document shall constitute the governing instrument of the Trust. The Trustees
are hereby authorized and directed to execute and file a certificate of trust
with the Delaware Secretary of State in accordance with the provisions of the
Business Trust Act.
3. The Depositor and the Trustees will enter into an Amended
and Restated Trust Agreement (the "Agreement"), satisfactory to each such party,
to provide for the contemplated operation of the Trust created hereby and the
issuance of preferred securities and common securities thereof. Prior to the
execution and delivery of the Agreement, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to prepare and distribute one or
more offering circulars or prospectuses (including any prospectus supplements)
on behalf of the Trust, including any necessary or desirable amendments thereto
(including any exhibits contained therein or forming a part thereof), relating
to preferred securities of the Trust and certain other securities; (ii) to file
with the Private Offering, Resales and Trading through Automatic Linkages
(PORTAL) Market ("PORTAL") or a national securities exchange or automated
securities quotation system and execute on behalf of the Trust a listing
application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Trust's preferred securities to be listed on PORTAL or
such exchange or automated securities quotation system; (iii) to file with the
Securities and Exchange Commission and execute on behalf of the Trust a
registration statement for the registration of the Trust's preferred securities
and certain other securities, or securities to be offered in exchange for such
securities pursuant to a registration rights agreement, if any, as may be
executed by the Depositor and the Trust with the initial purchasers of the
Trust's preferred securities, including any necessary or desirable
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amendments or supplements to such registration statement (including any exhibits
contained therein or forming a part thereof); (iv) to file and execute on behalf
of the Trust such registration statements, applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as the Depositor, on behalf of the Trust, may deem
necessary or desirable to register or qualify the Trust's preferred securities
under, or obtain for such securities an exemption from, the state securities or
"Blue Sky" laws; (v) to execute on behalf of the Trust such underwriting or
purchase agreements with one or more underwriters, purchasers or agents relating
to the offering of the Trust's preferred securities as the Depositor, on behalf
of the Trust, may deem necessary or desirable; and (vi) to execute on behalf of
the Trust any and all documents, papers and instruments as may be desirable in
connection with any of the foregoing. The execution and delivery of the Purchase
Agreement, dated as of December 17, 1996, by and among the Depositor, the Trust
and Xxxxxxx, Xxxxx & Co., as representative of the several purchasers named on
Schedule 1 thereto, by the Depositor for and on behalf of the Trust is hereby
ratified and approved. If any filing referred to in clauses (i) through (iv)
above is required by law or by the rules and regulations of an applicable
governmental agency, self-regulatory organization or other person or
organization to be executed on behalf of the Trust by one of the Trustees, the
Depositor and any of the Trustees appointed pursuant to Section 6 hereof are
hereby authorized to join in any such filing and to execute on behalf of the
Trust any and all of the foregoing; it being understood that First Chicago
Delaware Inc., in its capacity as Trustee of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by any such law, rule or regulation.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any of
the Trustees at any time. Any of the Trustees may resign upon 30 days' prior
notice to the Depositor; provided, however, such notice shall not be required if
it is waived by the Depositor.
7. First Chicago Delaware Inc., in its capacity as Trustee,
shall not have any of the powers or duties of the Trustees set forth herein and
shall be a Trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807 of the Business Trust Act.
8. This Declaration of Trust shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
U. S. BANCORP,
as Depositor
By:/s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
and Treasurer
FIRST CHICAGO DELAWARE INC.,
as Trustee
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx,
as Trustee
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx,
as Trustee
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