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 HEREIN Dated as of December 10, 2009 USB...Trust Agreement • December 10th, 2009 • Us Bancorp \De\ • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of December 10, 2009 is entered into by and among (i) U.S. BANCORP, a Delaware corporation (the “Sponsor”), (ii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as property trustee (in each such capacity, the “Property Trustee”), (iii) WILMINGTON TRUST COMPANY, as Delaware trustee (the “Delaware Trustee”), (iv) ANDREW CECERE, an individual, LEE R. MITAU, an individual, and KENNETH D. NELSON, an individual, each of whose address is c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (December 7, 2009)Underwriting Agreement • December 10th, 2009 • Us Bancorp \De\ • National commercial banks • New York
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
GUARANTEE AGREEMENT Dated as of December 10, 2009 By and Between U.S. BANCORP, as Guarantor and WILMINGTON TRUST COMPANY, as TrusteeGuarantee Agreement • December 10th, 2009 • Us Bancorp \De\ • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 10, 2009, is executed and delivered by U.S. BANCORP, a Delaware corporation (the “Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of USB CAPITAL XIII, a Delaware statutory trust (the “Trust”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2009 • Us Bancorp \De\ • National commercial banks
We (the “Representatives”) understand that USB Capital XIII, 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”) 500,000 6.625% Trust Preferred Securities (liquidation amount $1,000 per Trust Preferred Security) with an aggregate liquidation amount of $500,000,000 (the “Offered Securities”) representing preferred beneficial interests in the Trust. 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 (aggregate liquidation amount $1,000,000) 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
