1 EXHIBIT 2.2 FORM OF VOTING AGREEMENT VOTING AGREEMENT VOTING AGREEMENT, dated as of June ___, 2000 (this "Agreement"), between ________________ (the "Shareholder") and U.S. Bancorp, a Delaware corporation ("Acquirer"). WHEREAS, Scripps Financial...Voting Agreement • August 16th, 2000 • Us Bancorp \De\ • National commercial banks • Delaware
EXHIBIT 4.4 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 3rd, 2001 • Us Bancorp \De\ • National commercial banks • Delaware
AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of common stock of New Century Financial Corporation is...Agreement • May 8th, 2000 • Us Bancorp \De\ • National commercial banks
EX-2 AGREEMENT AND PLAN OF MERGER dated as of December 14, 1997Agreement and Plan of Merger • December 15th, 1997 • Us Bancorp \De\ • National commercial banks • Minnesota
U.S. BANCORP AndRights Agreement • February 28th, 2001 • Us Bancorp \De\ • National commercial banks • Wisconsin
1 EXHIBIT 1.1 $5,000,000,000 U.S. Bancorp (a Delaware corporation)Terms Agreement • August 6th, 2001 • Us Bancorp \De\ • National commercial banks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2001 • Us Bancorp \De\ • National commercial banks
AMENDMENT NO. 3 TO RIGHTS AGREEMENT ----------------Rights Agreement • November 16th, 1995 • First Bank System Inc • National commercial banks
EXHIBIT 10.14 EMPLOYMENT AGREEMENT AGREEMENT by and between Firstar Corporation, a Wisconsin corporation (the "Company") and John F. Grundhofer (the "Executive") dated as of the 3rd day of October, 2000. The Company has determined that it is in the...Employment Agreement • February 28th, 2002 • Us Bancorp \De\ • National commercial banks • Delaware
EXHIBIT 4.5 GUARANTEE AGREEMENT DATED AS OF DECEMBER 7, 2001 BY AND BETWEEN U.S. BANCORP, AS GUARANTOR AND FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE CROSS REFERENCE TABLE(1)Guarantee Agreement • December 6th, 2001 • Us Bancorp \De\ • National commercial banks • New York
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (OCTOBER 25, 2001)Us Bancorp \De\ • October 31st, 2001 • National commercial banks • New York
EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT by and between U.S. Bancorp, a Delaware corporation (the "Company") and Jerry A. Grundhofer (the "Executive"), is effective as of October 16, 2001. 1. Certain Definitions. The "Effective Date" shall mean...Employment Agreement • February 28th, 2002 • Us Bancorp \De\ • National commercial banks • Minnesota
Exhibit 99.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of April 28, 2000, by and among New Century Financial Corporation, a Delaware corporation (the...Registration Rights Agreement • May 8th, 2000 • Us Bancorp \De\ • National commercial banks • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of August 1, 1997, by and between U.S. Bancorp (formerly First Bank System, Inc.), a Delaware corporation (as further defined in Section 8.13.11 hereof, "Employer"), and John F. Grundhofer...Employment Agreement • August 12th, 1998 • Us Bancorp \De\ • National commercial banks • Minnesota
FORM T-1Us Bancorp \De\ • July 18th, 2001 • National commercial banks
EXHIBIT 4.1 FORM OF RIGHTS AGREEMENT dated as of January 4, 1999,Rights Agreement • December 30th, 1998 • Us Bancorp \De\ • National commercial banks • New York
1 EXHIBIT 4.13 TRUST AGREEMENT OF USB CAPITAL VII This TRUST AGREEMENT of USB CAPITAL VII (the "Trust"), dated as of May 8, 2001, among (i) U.S. Bancorp, a Delaware corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking...Trust Agreement • July 18th, 2001 • Us Bancorp \De\ • National commercial banks • Delaware
EXHIBIT 4.4 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • October 31st, 2001 • Us Bancorp \De\ • National commercial banks • Delaware
AndRights Agreement • December 31st, 2002 • Us Bancorp \De\ • National commercial banks • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PURCHASERPurchase Agreement • April 9th, 2002 • Us Bancorp \De\ • National commercial banks • California
EXHIBIT 10L AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of August 15, 1996, by and between First Bank System, Inc., a Delaware corporation (as further defined in Section 8.13.11 hereof, "Employer"), and John F. Grundhofer...Employment Agreement • February 28th, 1997 • First Bank System Inc • National commercial banks
FORM T-1First Bank System Inc • December 20th, 1996 • National commercial banks
EXH. 10.2 EMPLOYMENT AGREEMENT AGREEMENT by and between First Bank System, Inc., a Delaware corporation (the "Company") and Robert D. Sznewajs (the "Executive") dated as of the 19th day of March, 1997. The Board of Directors of the Company (the...Employment Agreement • June 17th, 1997 • First Bank System Inc • National commercial banks • Delaware
RECITALEmployment Agreement • February 25th, 2000 • Us Bancorp \De\ • National commercial banks • Minnesota
FORM OF WARRANT AGREEMENT This WARRANT AGREEMENT, dated as of November 5, 1996, is made and entered into by and among MONARCH BANCORP, a California corporation (the "Bancorp"), and _____________ ("_________"), with reference to the following facts:...Warrant Agreement • February 25th, 2000 • Us Bancorp \De\ • National commercial banks • California
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (CAPITAL SECURITIES) (MARCH 25, 1998)Us Bancorp \De\ • April 3rd, 1998 • National commercial banks • New York
WITNESSETH:Executive Severance Agreement • February 28th, 2002 • Us Bancorp \De\ • National commercial banks • Minnesota
FORM T-1First Bank System Inc • December 20th, 1996 • National commercial banks
1 EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of May 8, 2000, by and between U.S. Bancorp, a Delaware corporation (as further defined in Section 8.13.12 hereof, "Employer"), and John F. Grundhofer ("Executive"),...Employment Agreement • August 11th, 2000 • Us Bancorp \De\ • National commercial banks • Minnesota
U.S. BANCORPRegistration Rights Agreement • November 1st, 2001 • Us Bancorp \De\ • National commercial banks • New York
FORM T-1Us Bancorp \De\ • July 18th, 2001 • National commercial banks
EXH. 10.22 EMPLOYMENT AGREEMENT AGREEMENT by and between First Bank System, Inc., a Delaware corporation (the "Company") and Gary T. Duim (the "Executive") dated as of the 19th day of March, 1997. The Board of Directors of the Company (the "Board")...Employment Agreement • February 26th, 1999 • Us Bancorp \De\ • National commercial banks • Delaware
FORM T-1First Bank System Inc • December 20th, 1996 • National commercial banks
1,800,000,000 U.S. Bancorp (a Delaware corporation)Terms Agreement • December 17th, 1999 • Us Bancorp \De\ • National commercial banks • New York
EXHIBIT 4.11 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated November 26, 1996, by and among FBS Capital I, a Delaware business trust (the "Trust"), First Bank System, Inc., a Delaware corporation...Exchange and Registration Rights Agreement • December 20th, 1996 • First Bank System Inc • National commercial banks • New York
