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 August 30, 2006 USB CAPITAL XITrust Agreement • August 30th, 2006 • Us Bancorp \De\ • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of August 30, 2006 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) DAVID M. MOFFETT, an individual, DARYL N. BIBLE, an individual, and LEE R. MITAU, 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.
RecitalsUs Bancorp \De\ • August 30th, 2006 • National commercial banks
GUARANTEE AGREEMENT Dated as of August 30, 2006 By and Between U.S. BANCORP, as Guarantor and WILMINGTON TRUST COMPANY, as TrusteeGuarantee Agreement • August 30th, 2006 • Us Bancorp \De\ • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August 30, 2006, 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 XI, a Delaware statutory trust (the “Trust”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2006 • Us Bancorp \De\ • National commercial banks
We (the “Representatives”) understand that USB Capital XI, 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”) 28,000,000 6.60% Trust Preferred Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of $700,000,000 (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 4,200,000 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
