U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (PREFERRED STOCK, WHICH MAY BE REPRESENTED BY DEPOSITARY SHARES) (January 26, 2021)Underwriting Agreement • February 2nd, 2021 • Us Bancorp \De\ • National commercial banks • New York
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2021 • 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 30,000,000 Depositary Shares (the “Offered Securities” and each a “Offered Security”), each representing 1/1000th of a share of the Company’s 4.000% Series M Non-Cumulative Perpetual Preferred Stock, $1.00 par value, with a liquidation preference of $25,000 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 as of February 2, 2021, 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 February 2, 2021Deposit Agreement • February 2nd, 2021 • Us Bancorp \De\ • National commercial banks • New York
DEPOSIT AGREEMENT dated as of February 2, 2021, 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.
