SECOND AMENDED AND RESTATED TRUST AGREEMENT By and Among U.S. BANCORP, as Sponsor DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee And THE ADMINISTRATIVE TRUSTEES NAMED...Trust Agreement • August 15th, 2005 • Us Bancorp \De\ • National commercial banks • Delaware
This SECOND AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of August 15, 2005 is entered into by and among (i) U.S. BANCORP, a Delaware corporation (the “Sponsor”), (ii) DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as property trustee (in each such capacity, the “Property Trustee”), (iii) DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, 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.
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (August 3, 2005)Underwriting Agreement • August 15th, 2005 • 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 August 15, 2005 By and Between U.S. BANCORP, as Guarantor and DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeGuarantee Agreement • August 15th, 2005 • Us Bancorp \De\ • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August 15, 2005, is executed and delivered by U.S. BANCORP, a Delaware corporation (the “Guarantor”), and DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, 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 VII, a Delaware statutory trust (the “Trust”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2005 • Us Bancorp \De\ • National commercial banks
We (the “Representatives”) understand that USB Capital VII, 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”) 12,000,000 5.875% Trust Preferred Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of $300,000,000 (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 1,800,000 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 interest
