0001299933-08-005772 Sample Contracts

FIRST AMENDMENT
Rights Agreement • December 9th, 2008 • Us Bancorp \De\ • National commercial banks • New York

This First Amendment to Rights Agreement, dated as of December 9, 2008 (this “Amendment”), is between U.S. Bancorp, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

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