U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (PREFERRED STOCK, WHICH MAY BE REPRESENTED BY DEPOSITARY SHARES) (March 22, 2006)Underwriting Agreement • March 27th, 2006 • 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.
RecitalsReplacement Capital Covenant • March 27th, 2006 • Us Bancorp \De\ • National commercial banks
the Corporation as anticipated by the Federal Reserve, or (c) the dissolution of the issuer of such Debt Exchangeable for Equity, (iii) provides for the proceeds raised in the remarketing to be used to purchase common stock or Qualifying Non-Cumulative Preferred Stock of the Corporation, (iv) includes an Explicit Replacement Capital Covenant, provided that such Explicit Replacement Capital Covenant will not include Debt Exchangeable for Equity in the definition of “replacement capital securities,” and (v) after the issuance of such common stock or preferred stock, provides the holder of the security with a beneficial interest in such common stock or Qualifying Non-Cumulative Preferred Stock.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 27th, 2006 • Us Bancorp \De\ • National commercial banks
We (the “Representatives”) understand that U.S. Bancorp, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I (the “Underwriters”) an aggregate of 40,000,000 Depositary Shares (the “Offered Securities”), each representing 1/1,000th of a share of the Company’s Series B Non-Cumulative Preferred Stock, par value $1.00 per share (the “Preferred Stock”). The Preferred Stock, when issued, will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”), which will evidence the Depositary Shares, that are to be issued by U.S. Bank National Association (the “Depositary”) under the Deposit Agreement, to be dated March 27, 2006, among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued hereunder.
DEPOSIT AGREEMENT among U.S. BANCORP, U.S. BANK NATIONAL ASSOCIATION as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of March 27, 2006Deposit Agreement • March 27th, 2006 • Us Bancorp \De\ • National commercial banks • New York
DEPOSIT AGREEMENT dated as of March 27, 2006, among (i) U.S. BANCORP, a Delaware corporation, (ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association formed under the laws of the United States, and (iii) the Holders from time to time of the Receipts described herein.
