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 April 12, 2006 USB CAPITAL XTrust Agreement • April 12th, 2006 • Us Bancorp \De\ • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of April 12, 2006 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.
GUARANTEE AGREEMENT Dated as of April 12, 2006 By and Between U.S. BANCORP, as Guarantor and WILMINGTON TRUST COMPANY, as TrusteeGuarantee Agreement • April 12th, 2006 • Us Bancorp \De\ • National commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of April 12, 2006, 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 X, a Delaware statutory trust (the “Trust”).
RecitalsReplacement Capital Covenant • April 12th, 2006 • Us Bancorp \De\ • National commercial banks
Corporation), interest on which may be deferred for five years or more and, commencing with the date two years after the beginning of an interest deferral period, will be paid pursuant to an Alternative Payment Mechanism, and (b) a fractional interest in a stock purchase contract, (ii) includes a remarketing feature pursuant to which the subordinated debt of the Corporation is remarketed to new investors within five years from the date of issuance of the security or earlier in the event of an early settlement event based on (a) the capital ratios of the Corporation, (b) the capital ratios of the Corporation as anticipated by the Federal Reserve Board, 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 Covenant, provided that such Explicit Replacement Covenant will not
UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2006 • Us Bancorp \De\ • National commercial banks
We (the “Representatives”) understand that USB Capital X, 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”) 20,000,000 6.50% Trust Preferred Securities (liquidation amount $25 per Preferred Security) with an aggregate liquidation amount of $500,000,000 (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 3,000,000 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 interests r
