0000950123-11-007856 Sample Contracts

U.S. BANCORP Remarketable Junior Subordinated Notes due 2042 REMARKETING AGREEMENT
Remarketing Agreement • February 1st, 2011 • Us Bancorp \De\ • National commercial banks • New York

We hereby accept the appointment as a Remarketing Agent and accept all of the duties and obligations under, and the terms and conditions of the Remarketing Agreement upon the terms of this letter.

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PRICING AGREEMENT
Pricing Agreement • February 1st, 2011 • Us Bancorp \De\ • National commercial banks

Reference is made to the Remarketing Agreement, dated as of January 27, 2011 (the “Remarketing Agreement”), among U.S. Bancorp, a Delaware corporation (the “Company”), Deutsche Bank Securities Inc. (“Deutsche Bank”), as Representative for the Remarketing Agents listed on Schedule A thereto (the “Remarketing Agents,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 7 thereof), and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Property Trustee of the Trust (the “Property Trustee”), in connection with the remarketing of the securities specified in Schedule II hereto (the “Remarketed Securities”).

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