GUARANTEE AGREEMENT Dated as of December 29, 2005 By and Between U.S. BANCORP, as Guarantor and WILMINGTON TRUST COMPANY, as TrusteeGuarantee Agreement • December 29th, 2005 • Us Bancorp \De\ • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of December 29, 2005, 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 VIII, a Delaware statutory trust (the “Trust”).
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (December 21, 2005)Underwriting Agreement • December 29th, 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.
SECOND SUPPLEMENTAL INDENTURE between and DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Original Trustee and WILMINGTON TRUST COMPANY, as Successor Trustee DATED AS OF DECEMBER 29, 2005 supplementing that certain Junior Subordinated Indenture dated...Second Supplemental Indenture • December 29th, 2005 • Us Bancorp \De\ • National commercial banks • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 29, 2005 (this “Supplemental Indenture”), among U.S. BANCORP, a Delaware corporation (hereinafter called the “Company”), having its principal office at 800 Nicollet Mall, Minneapolis, Minnesota 55402, DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as original Trustee (hereinafter called the “Original Trustee”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as successor Trustee (hereinafter called the “Successor Trustee”).
FIRST AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 29th, 2005 • Us Bancorp \De\ • National commercial banks • Delaware
This FIRST AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of December 23, 2005 is entered into by and among (i) U.S. Bancorp, a Delaware corporation (the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as trustee of the Trust (the “Replacement Trustee”), and (iii) David M. Moffett, Daryl N. Bible and Lee R. Mitau, each an individual employed by the Depositor, as administrative trustees of the Trust (each of such trustees in (iii), an “Administrative Trustee” and collectively with the Replacement Trustee, the “Trustees”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2005 • Us Bancorp \De\ • National commercial banks
We (the “Representatives”) understand that USB Capital VIII, 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”) 15,000,000 6.35% Trust Preferred Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of $375,000,000 (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 2,250,000 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
SECOND 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 29, 2005...Trust Agreement • December 29th, 2005 • Us Bancorp \De\ • National commercial banks • Delaware
This SECOND AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of December 29, 2005 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.
