exv4w2



 






Exhibit 4.2




 



Third Supplemental Indenture


between


U.S. BANCORP


and


WILMINGTON TRUST COMPANY


Dated as of March 17, 2006


Supplement to Junior Subordinated Indenture, dated as of April 28, 2005, as supplemented

by that certain First Supplemental Indenture, dated as of August 3, 2005, and that certain

Second Supplemental Indenture dated as of December 29, 2005



 





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	ARTICLE I
	 	 	 	 
	 
	 	 	DEFINITIONS
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 1.1	 	Definitions
	 	 	2	 
	 	 	 
	 	 	 	 
	 	 	ARTICLE II
	 	 	 	 
	 
	 	 	GENERAL TERMS AND CONDITIONS OF THE NOTES
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 2.1	 	Designation, Principal Amount and Authorized Denomination
	 	 	6	 
	Section 2.2	 	Maturity
	 	 	6	 
	Section 2.3	 	Form and Payment
	 	 	6	 
	Section 2.4	 	Notes Held by Collateral Agent and Custodial Agent; Global Notes; Adjustment of Global Notes
	 	 	7	 
	Section 2.5	 	Interest
	 	 	8	 
	Section 2.6	 	Redemption of the Notes
	 	 	9	 
	Section 2.7	 	Events of Default
	 	 	9	 
	Section 2.8	 	Notice of Defaults; Amount Payable upon Acceleration
	 	 	10	 
	Section 2.9	 	Securities Registrar; Paying Agent; Delegation of Trustee Duties
	 	 	10	 
	Section 2.10	 	Additional Covenants of the Company
	 	 	11	 
	Section 2.11	 	Forms of Agreements
	 	 	12	 
	 	 	 
	 	 	 	 
	 	 	ARTICLE III
	 	 	 	 
	 
	 	 	REMARKETING AND RATE RESET PROCEDURES
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 3.1	 	Obligation to Conduct Remarketing and Related Requirements
	 	 	12	 
	Section 3.2	 	Company Decisions in Connection with Remarketing
	 	 	13	 
	Section 3.3	 	Reset of Interest Rate in Connection with Remarketings and Related Changes in Terms
	 	 	14	 
	Section 3.4	 	Early Remarketing
	 	 	15	 
	Section 3.5	 	Company Announcements
	 	 	15	 
	Section 3.6	 	Supplemental Indenture
	 	 	16	 
	 	 	 
	 	 	 	 
	 	 	ARTICLE IV
	 	 	 	 
	 
	 	 	EXPENSES
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 4.1	 	Expenses
	 	 	16	 
	 	 	 
	 	 	 	 
	 	 	ARTICLE V
	 	 	 	 
	 
	 	 	FORM OF NOTE
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 5.1	 	Form of Notes
	 	 	17	 






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	 	 	ARTICLE VI
	 	 	 	 
	 
	 	 	ORIGINAL ISSUE OF NOTES
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 6.1	 	Original Issue of Notes
	 	 	25	 
	Section 6.2	 	Calculation of Original Issue Discount
	 	 	25	 
	 	 	 
	 	 	 	 
	 	 	ARTICLE VII
	 	 	 	 
	 
	 	 	SUBORDINATION
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 7.1	 	Senior and Subordinated Debt
	 	 	25	 
	Section 7.2	 	Company Election to End Subordination
	 	 	26	 
	Section 7.3	 	Compliance with Federal Reserve Rules
	 	 	26	 
	Section 7.4	 	Extension of Rights, Privileges, etc
	 	 	26	 
	 	 	 
	 	 	 	 
	 	 	ARTICLE VIII
	 	 	 	 
	 
	 	 	MISCELLANEOUS
	 	 	 	 
	 	 	 
	 	 	 	 
	Section 8.1	 	Effectiveness
	 	 	26	 
	Section 8.2	 	Successors and Assigns
	 	 	27	 
	Section 8.3	 	Further Assurances
	 	 	27	 
	Section 8.4	 	Effect of Recitals
	 	 	27	 
	Section 8.5	 	Ratification of Indenture
	 	 	27	 
	Section 8.6	 	Governing Law
	 	 	27	 






Supplemental Indenture




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     Third Supplemental Indenture, dated as of March 17, 2006, between U.S.
Bancorp, a Delaware corporation (herein after called the “Company”), having its principal
office at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (hereinafter called the “Trustee”).



Recitals of the Company




          The Company and Delaware Trust Company, National Association (the “Original Trustee”) entered
into a Junior Subordinated Indenture, dated as of April 28, 2005 (the “Base Indenture”), which was
amended and supplemented by the First Supplemental Indenture, dated as of August 3, 2005, between
the Company and the Original Trustee (the “First Supplemental Indenture”), which was further
amended and supplemented by the Second Supplemental Indenture, dated as of December 29, 2005,
between the Company, the Original Trustee and the Trustee (the “Second Supplemental Indenture,” and
together with the First Supplemental Indenture and the Junior Subordinated Indenture, the
“Indenture”).




          Section 9.1 of the Base Indenture provides that the Indenture may be amended or supplemented
without the consent of any Holder to change or eliminate any of the provisions of the Base
Indenture, provided that any such change or elimination shall not apply to any Outstanding
Securities.




          The Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate
pursuant to Section 9.3 of the Base Indenture to the effect that all conditions precedent provided
for in the Base Indenture to the Trustee’s execution and delivery of this Third Supplemental
Indenture have been complied with.




          USB Capital IX, a Delaware statutory trust (the “Trust”), has offered to the public its trust
preferred securities known as Income Trust Securities (the “ITS”), which are beneficial interests
in the Trust, and proposes to invest the proceeds from such offering, together with the proceeds of
the issuance and sale by the Trust to the Company of its Common Securities (the “Trust Common
Securities” and together with the ITS, the “Trust Securities”), in the Notes (as defined herein).




          The Notes will be subject to Remarketing, in connection with which certain terms of the Notes
may be changed, all in accordance with the procedures to be set forth in a Remarketing Agreement,
to be entered into prior to the first Remarketing (as amended or supplemented from time to time,
the “Remarketing Agreement”), among the Company, Wilmington Trust Company, as property trustee of
the Trust, and the remarketing agent named in the Remarketing Agreement (including any successor or
replacement, the “Remarketing Agent”).




          The Company has requested that the Trustee execute and deliver this Third Supplemental
Indenture and satisfy all requirements necessary to make this Third Supplemental Indenture a valid
instrument in accordance with its terms, and to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company and all acts and
things necessary have been done and performed to make this Third Supplemental Indenture enforceable
in accordance with its terms, and the execution and delivery of this Third Supplemental Indenture
has been duly authorized in all respects.




          Now, therefore, this Third Supplemental Indenture witnesseth: For and in
consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as
follows:




Supplemental Indenture




 









 





ARTICLE I



DEFINITIONS



Section 1.1 Definitions.




          For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided
or unless the context otherwise requires:




     (a) Terms defined in the Base Indenture, the Trust Agreement or the Stock Purchase Contract
Agreement have the same meaning when used in this Third Supplemental Indenture unless otherwise
specified herein.



     (b) The terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular.



     (c) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Third Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision, and any reference to an Article, Section or other subdivision refers to an Article,
Section or other subdivision of this Third Supplemental Indenture.



          “Administrative Trustee” means, in respect of USB Capital IX, each individual identified as an
“Administrative Trustee” in the Trust Agreement, solely in such individual’s capacity as
Administrative Trustee of USB Capital IX under the Trust Agreement and not in such individual’s
individual capacity, or any successor Administrative Trustee appointed as therein provided.




          “Collateral Agent” means U.S. Bank National Association, as Collateral Agent under the
Collateral Agreement until a successor Collateral Agent shall have become such pursuant to the
applicable provisions of the Collateral Agreement, and thereafter “Collateral Agent” shall mean the
Person who is then the Collateral Agent thereunder.




          “Commercially Reasonable Efforts” by the Company to sell shares of its common stock or
non-cumulative perpetual preferred stock means commercially reasonable efforts to complete the
offer and sale of shares of its common stock or non-cumulative perpetual preferred stock, as the
case may be, to third parties that are not affiliates of the Company in public offerings or private
placements; provided that the Company shall be deemed to have used such Commercially Reasonable
Efforts if a Market Disruption Event occurs and for so long as it continues regardless of whether
the Company makes any offers or sales during such period.




          “Creditor” has the meaning specified in Section 4.1(b).




          “Custodial Agent” means U.S. Bank National Association, as Custodial Agent under the
Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the
applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the
Person who is then the Custodial Agent thereunder.




          “Early Remarketing” has meaning specified in Section 3.4.




          An “Early Settlement Event” shall be deemed to have occurred if: (i) the Company’s “total
risk-based capital ratio” is less than 10%, (ii) the Company’s “Tier 1 risk-based capital ratio” is
less than 6%, (iii) the Company’s “leverage capital ratio” is less than 4%; (iv) the Federal
Reserve, in its discretion,




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anticipates that the Company may fail one or more of the capital tests referred to above in
the near term and delivers a notice to the Company so stating; or (v) the Trust is dissolved
pursuant to Section 9.2(c) of the Trust Agreement, where the related Early Settlement Event in the
case of the tests described in each of (i), (ii) and (iii) above will be deemed to occur on the
date the Company files a Form FR Y-9 showing in Schedule HC-R (or successor form) that the related
capital measure has been failed and each such ratio will be determined as required pursuant to
Appendix A to Regulation Y of the Federal Reserve Board, 12 C.F.R. Part 225.




          “Early Termination Event” means the dissolution of the Trust and the distribution of the Notes
held by or on behalf of the Trust to the holders of the Trust Securities in accordance with Section
9.4 of the Trust Agreement.




          “Failed Remarketing” means a Final Remarketing that is not Successful.




          “Final Remarketing” means (i) a Remarketing for a settlement date on April 15, 2012 (or if
such day is not a Business Day, the immediately succeeding Business Day), (ii) in the case of an
Early Remarketing, the fifth scheduled Remarketing or (iii) in the case of an Early Remarketing in
connection with clause (v) of the definition of Early Settlement Event, the first Remarketing.




          “Fixed Rate Reset Cap”, as of any Remarketing Settlement Date, means the prevailing market
yield, as determined by the Remarketing Agent, of the benchmark U.S. treasury security having a
remaining maturity that most closely corresponds to the period from such date until the earliest
date on which the Notes may be redeemed at the option of the Company in the event of a Successful
Remarketing, plus 350 basis points, or 3.50%, per annum.




          “Floating Rate Reset Cap” means 302 basis points, or 3.02%, per annum.




          “Global Notes” has the meaning specified in Section 2.4.




          “Interest Payment Date” shall have the meaning specified in Section 5.1.




          “Interest Period” means the period from and including the most recent Interest Payment Date to
which interest has been paid or duly made available for payment (or March 17, 2006 if no interest
has been paid or been duly made available for payment) to, but excluding, the next succeeding
Interest Payment Date or, if earlier, then the Stated Maturity Date of the Notes.




          “ITS” means each of the Normal ITS, the Stripped ITS and the Capital ITS.




          “Lead Bank” means U.S. Bank National Association, and its successors (whether by
consolidation, merger, conversion, transfer of substantially all of its assets and business or
otherwise).




          “Market Disruption Event” means the occurrence or existence of any of the following events or
sets of circumstances:





     (i) the Company would be required to obtain the consent or approval of its shareholders
or a regulatory body (including, without limitation, any securities exchange) or
governmental authority to issue shares of common stock or perpetual preferred stock and the
Company fails to obtain that consent or approval notwithstanding the Company’s commercially
reasonable efforts to obtain that consent or approval (including, without limitation, the
Company failing to obtain the approval of the Federal Reserve, after having notified the
Federal Reserve and



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sought such approval in accordance with the terms of the instrument or instruments
under which the relevant securities are to be issued);





     (ii) trading in securities generally on the New York Stock Exchange, the American Stock
Exchange, the Nasdaq Stock Market or any other national securities, futures or options
exchange or in the over-the-counter market, or trading in any of the Company’s securities
(or any options or futures contracts related to such securities) on any exchange or in the
over-the-counter market shall have been suspended or the settlement of such trading
generally shall have been materially disrupted or minimum prices shall have been established
on any such exchange or such market by the SEC, by such exchange or by any other regulatory
body or governmental authority having jurisdiction;




     (iii) a banking moratorium shall have been declared by the federal or state authorities
of the United States such that market trading has been disrupted or ceased;




     (iv) a material disruption shall have occurred in commercial banking or securities
settlement or clearance services in the United States such that market trading has been
disrupted or ceased;




     (v) the United States shall have become engaged in hostilities, there shall have been
an escalation in hostilities involving the United States, there shall have been a
declaration of a national emergency or war by the United States or there shall have occurred
any other national or international calamity or crisis such that market trading has been
disrupted or ceased;




     (vi) there shall have occurred such a material adverse change in general domestic or
international economic, political or financial conditions, including without limitation as a
result of terrorist activities, or the effect of international conditions on the financial
markets in the United States shall be such, as to make it, in the Company’s reasonable
judgment, impracticable or inadvisable to proceed with the offer and sale of shares of its
common stock or preferred stock; or




     (vii) an event occurs and is continuing as a result of which the offering document for
such offer and sale of securities would, in the Company’s judgment, contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading and either (a) the disclosure of
that event at such time, in the Company’s judgment, is not otherwise required by law and
would have a material adverse effect on the Company’s business or (b) the disclosure relates
to a previously undisclosed proposed or pending material business transaction, the
disclosure of which would impede the Company’s ability to consummate such transaction,
provided that no single suspension period contemplated by this subsection (vii) shall exceed
90 consecutive days and multiple suspension periods contemplated by this subsection (vii)
shall not exceed an aggregate of 180 days in any 360-day period.



          “Notes” has the meaning specified in Section 2.1.




          “Paying Agent”, when used with respect to the Notes, means U.S. Bank National Association or
any other Person authorized by the Company to pay the principal of (and premium, if any) or
interest on any Securities on behalf of the Company.




          “Paying Agent Office” means the office of the applicable Paying Agent at which at any
particular time its corporate agency business shall principally be administered in a Place of
Payment, which




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office at the date hereof in the case of U.S. Bank National Association, in its capacity as
Paying Agent with respect to the Notes under the Base Indenture and this Third Supplemental
Indenture, is located at 100 Wall Street, 16th Floor, New York, New York 10005; Attention:
Corporate Trust Services.




          “Preferred Stock” means the Series A Non-Cumulative Perpetual Preferred Stock, $100,000
liquidation preference per share and $1.00 par value per share, of the Company.




          “qualified floating rate” has the meaning specified in Section 3.3(a)(iii).




          “Released Note” has the meaning specified in Section 2.4(d).




          “Remarketed Note” has the meaning specified in Section 2.4(c).




          “Remarketing” means a remarketing of Notes pursuant to Article III and the Remarketing
Agreement.




          “Remarketing Date” means the third Business Day preceding each of March 15, June 15, September
15 and December 15, 2011 and March 15, 2012 until the settlement of a Successful Remarketing, or if
an Early Settlement Event shall have occurred, each of the dates determined in accordance with
Section 3.4.




          “Remarketing Settlement Date” means the third Business Day following the Remarketing Date for
a Successful Remarketing.




          “Reset Rate” means, if the Notes are remarked as fixed rate notes, the rate of interest on the
Notes, if any, set in a Remarketing, as specified in Section 3.3(a).




          The “Remarketing Value” of each Note will be equal to the present value on the Remarketing
Settlement Date of an amount equal to the principal amount of, plus the interest payable on, such
Note on the next Regular Distribution Date, including any deferred interest, assuming for this
purpose, even if not true, that the interest rate on the Notes remains at the rate in effect
immediately prior to the Remarketing and all accrued and unpaid interest on the Notes is paid in
cash on such date, determined using a discount rate of 5.32% per annum.




          “Reset Spread” means, if the Notes are remarked as floating rate notes, the spread, if any,
set in a Remarketing, as specified in Section 3.3(a).




          “Responsible Officer” means, when used with respect to U.S. Bank National Association in its
capacity as Paying Agent, any officer within the Corporate Trust Services department (or any
successor department, unit or division of U.S. Bank National Association) assigned to the Paying
Agent Office of U.S. Bank National Association, its capacity as Paying Agent, who has direct
responsibility for the administration of the Paying Agent functions of the Base Indenture and this
Third Supplemental Indenture.




          “Securities Intermediary” means U.S. Bank National Association, as Securities Intermediary
under the Collateral Agreement until a successor Securities Intermediary shall have become such
pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Securities
Intermediary” shall mean the Person who is then the Securities Intermediary thereunder.




          “Securities Registrar Office” means the office of the applicable Securities Registrar at which
at any particular time its corporate agency business shall principally be administered, which
office at the date hereof in the case of U.S. Bank National Association, in its capacity as
Securities Registrar under




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the Indenture, is located at 100 Wall Street, 16th Floor, New York, New York 10005; Attention:
Corporate Trust Services.




          “Securities Act” means the Securities Act of 1933 (or any successor statute), as it may be
amended from time to time.




          “Stated Maturity Date” means April 15, 2042 or such earlier date as may be specified by the
Company following a Remarketing in accordance with Article III.




          “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of
March 17, 2006, between the Company and the Trust acting through the Property Trustee.




          “Subjected Note” has the meaning specified in Section 2.4(e).




          “Successful” has the meaning specified in Section 3.5(a).




          “Third Supplemental Indenture” means this instrument as originally executed or as it may form
time to time be supplemented or amended by one or more agreements supplemental hereto entered into
pursuant to the applicable provisions hereof.




          “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of March 17, 2006,
among the Company, as Depositor, the Property Trustee, the Delaware Trustee, and the Administrative
Trustees (each as named therein).




          “Unsuccessful” has the meaning specified in Section 3.5(b).




          “Underwriting Agreement” means the Underwriting Agreement, dated as of March 14, 2006, among
the Trust, the Company, and the underwriters named therein.




ARTICLE II



GENERAL TERMS AND CONDITIONS OF THE NOTES



Section 2.1 Designation, Principal Amount and Authorized Denomination.




          There is hereby authorized a series of Securities designated the Remarketable Junior
Subordinated Notes due 2042 (the “Notes”), limited in aggregate principal amount to $1,251,000,000,
which amount to be issued shall be as set forth in any Company Order for the authentication and
delivery of Notes pursuant to the Indenture. The denominations in which Notes shall be issuable is
$1,000 principal amount and integral multiples thereof.




Section 2.2 Maturity.




          The Stated Maturity of the Notes will be April 15, 2042, subject to change as provided in
Article III.




Section 2.3 Form and Payment.




          Except as provided in Section 2.4, the Notes shall be issued in fully registered definitive
form without interest coupons. Principal of and interest on the Notes issued in definitive form
will be payable, the transfer of such Notes will be registrable and such Notes will be exchangeable
for Notes




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bearing identical terms and provisions and notices and demands to or upon the Company in
respect of the Notes and the Base Indenture, as supplemented by this Third Supplemental Indenture,
may be served at the Corporate Trust Office of the Trustee, and the Company appoints the Trustee as
its agent for the foregoing purposes; provided that payment of interest may be made at the option
of the Company by check mailed to the Holder at such address as shall appear in the Securities
Register or by wire transfer in immediately available funds to the bank account number of the
Holder specified in writing by the Holder and entered in the Securities Register by the Securities
Registrar. Notwithstanding the foregoing, so long as the Holder of any Note is the Collateral
Agent or the Custodial Agent, the payment of the principal of and interest (including expenses and
taxes of the Trust set forth in Section 4.1, if any) on such Notes held by the Collateral Agent or
the Custodial Agent will be made at the Paying Agent Office or such place and to such account as
may be designated in writing by the Collateral Agent or the Custodial Agent, as the case may be.
The Notes may be presented for registration of transfer or exchange at the Securities Registrar
Office.




Section 2.4 Notes Held by Collateral Agent and Custodial Agent; Global Notes; Adjustment of Global Notes.




     (a) The Notes shall be issued initially in fully registered form in the name of the Securities
Intermediary and the Custodial Agent, in their respective capacities as such. For so long as such
Notes are held by the Collateral Agent and the Custodial Agent, each such Note shall represent the
principal amount so indicated in the Securities Register, provided that the aggregate principal
amount of all such Notes shall at all times equal the principal amount issued in accordance with
Section 2.1.



     (b) At any time on or after the first to occur of the Remarketing Settlement Date, an Early
Termination Event or the redemption of the Capital ITS by the Trust in exchange for Notes, the
Notes in definitive form may be presented to the Securities Registrar for exchange for one or more
global Notes in an aggregate principal amount equal to the aggregate principal amount of the Notes
so presented (a “Global Note”), to be registered in the name of the Depositary, or its nominee, and
delivered to the Depositary for crediting to the accounts of its participants pursuant to the
instructions of the Administrative Trustees. The Company upon any such presentation shall execute
one or more Global Notes in such aggregate principal amount and deliver the same to the Trustee for
authentication and delivery in accordance with the Indenture. The Trustee, upon receipt of such
Global Notes, together with an Officers’ Certificate requesting authentication, will authenticate
such Global Notes and deliver them to the Securities Registrar, as custodian for the Depositary.
Payments on the Notes issued as Global Notes will be made to the Depositary.



     (c) In the event that (i) any Pledged Notes for which no election has been validly made
pursuant to Section 8.02(a) of the Collateral Agreement are to be released from the Pledge and
transferred to the Remarketing Agent pursuant to Section 8.02(b) of the Collateral Agreement or
(ii) any Pledged Notes for which an election has been validly made pursuant to Section 8.03(a) of
the Collateral Agreement are to be delivered to the Remarketing Agent pursuant to Section 8.03(b)
of the Collateral Agreement (collectively, the “Remarketed Notes”), such transfers shall be
evidenced by an endorsement by the Securities Registrar on the Notes held by the Collateral Agent
and the Custodial Agent, respectively, reflecting a reduction in the principal amount of such Notes
equal in amount to the principal amount of the Remarketed Notes. The Securities Registrar shall
confirm any such reduced principal amount by faxing or otherwise delivering a photocopy of such
endorsement made on the Notes evidencing such reduced or increased principal amount to the Trustee
at the facsimile number or address of the Property Trustee provided for notices to the Property
Trustee in the Collateral Agreement (or at such other facsimile number or address as the Trustee
shall provide to the Securities Registrar). Upon receipt of such confirmation, the Trustee shall
instruct the Securities Registrar to increase the principal amount of a Global Note in an



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amount equal to the aggregate principal amount of the Remarketed Notes by an endorsement made
by the Securities Registrar on such Global Note to reflect such increase.




     (d) In the event that any Pledged Note is to be released from the Pledge and transferred to
the Custodial Account pursuant to Section 6.02(a) of the Collateral Agreement (a “Released Note”),
as a result of the exchange of Normal ITS and Qualifying Treasury Securities for Stripped ITS and
Capital ITS as provided in said Section 6.02(a) of the Collateral Agreement, such transfer shall be
evidenced by an endorsement by the Collateral Agent or the Securities Registrar on the Note held by
the Collateral Agent reflecting a reduction in the principal amount of such Note equal in amount to
the principal amount of the Released Note. The Collateral Agent shall confirm any such reduced
principal amount by faxing or otherwise delivering a photocopy of such endorsement made on the Note
evidencing such reduced principal amount to the Trustee at the facsimile number or address of the
Trustee provided for notices to the Property Trustee in the Collateral Agreement (or at such other
facsimile number or address as the Property Trustee shall provide to the Collateral Agent). Upon
receipt of such confirmation, the Trustee shall instruct the Custodial Agent or Securities
Registrar to increase the principal amount of a Global Note held by the Custodial Agent in an
amount equal to the reduced principal amount by an endorsement made by the Custodial Agent or
Securities Registrar on such Global Note to reflect such increase.



     (e) In the event that a Note is transferred to the Collateral Account pursuant to Section
6.03(b)(i) of the Collateral Agreement (a “Subjected Note”) in connection with the exchange of
Stripped ITS and Capital ITS for Normal ITS and Qualifying Treasury Securities as provided in
Section 6.03 of the Collateral Agreement, such transfer shall be evidenced by an endorsement by the
Collateral Agent or the Securities Registrar on the Note held by the Collateral Agent reflecting an
increase in the principal amount of such Note equal in amount to the principal amount of such
Subjected Note. The Collateral Agent shall confirm any such increased principal amount by faxing
or otherwise delivering a photocopy of such endorsement made on the Note evidencing such increased
principal amount to the Trustee at the facsimile number or address of the Trustee provided for
notices to the Trustee in the Collateral Agreement (or at such other facsimile number or address as
the Trustee shall provide to the Collateral Agent). Upon receipt of such confirmation, the Trustee
shall instruct the Custodial Agent or the Securities Registrar to decrease the principal amount of
a Global Note held by the Custodial Agent in an amount equal to the increased principal amount by
an endorsement made by the Custodial Agent or Securities Registrar on such Global Note to reflect
such decrease.



Section 2.5 Interest.




     (a) Each Note will bear interest as provided in the form of Notes set forth in Section 5.1.



     (b) The Company shall have the right to defer the payment of interest on the Notes, as
provided in Section 3.11 of the Base Indenture, for one or more Extension Periods extending to not
later than 14 consecutive Interest Payment Dates (or the equivalent if interest periods are not at
the time semi-annual), i.e., seven years after the commencement of such Extension Period. The
Paying Agent shall give notice of the Company’s election to begin or extend any Extension Period to
the Holders of the Outstanding Notes in the form of a notice thereof as shall have been prepared by
the Company and furnished to the Paying Agent.



     (c) If on the Stock Purchase Date the Company has not paid in cash all interest accrued on the
Notes and there is a Failed Remarketing, the Company will pay the Trust such deferred interest on
the Stock Purchase Date in subordinated notes that have a principal amount equal to the aggregate
amount of deferred interest as of the Stock Purchase Date, mature on the later of April 15, 2014
and five years after commencement of the related Extension Period, bear interest at a rate per
annum equal to the rate of interest



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originally in effect on the Notes (subject to deferral on the same basis as the Notes, are
subordinate and rank junior in right of payment and upon liquidation to the Company’s obligations
to the holders of Senior and Subordinated Debt of the Company on the same basis as the Notes and
are redeemable by the Company at any time or from time to time prior to their stated maturity at a
redemption price equal to the principal amount thereof plus any accrued and unpaid interest to the
date of redemption; provided, further, that the Company shall register such subordinated notes
under the Securities Act prior to the delivery thereof to the Property Trustee unless they may be
so delivered pursuant to an exemption from registration thereunder.




Section 2.6 Redemption of the Notes.




     (a) The Notes shall not be subject to the right of redemption specified in Section 11.7 of the
Base Indenture.



     (b) The Company may from time to time redeem Notes, in whole or in part, at any date on or
after April 15, 2015, at a redemption price equal to 100% of the principal amount thereof plus
accrued and unpaid interest, including deferred interest (if any), to the date of redemption, in
accordance with Article XI of the Base Indenture. In connection with a Remarketing, the Company
may change the date after which it may redeem Notes to a later date or change the redemption price
in accordance with Article III.



     (c) The Notes are not entitled to any sinking fund payments.



Section 2.7 Events of Default.




          Section 5.1 of the Base Indenture setting forth the “Events of Default” is hereby amended and
restated in its entirety as follows:




          “Event of Default,” wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):





     (1) default in the payment of any interest upon any Security of that series, including
any Additional Interest in respect thereof, when it becomes due, and continuance of such
default for a period of 30 days (subject to the deferral of any due date in the case of an
Extension Period); or




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or




     (3) the termination of a USB Trust without redeeming the Outstanding Trust Preferred
Securities issued by such USB Trust, a distribution of all the Securities of any series
issued to a USB Trust to the holders of the Outstanding Trust Preferred Securities of such
USB Trust entitled to the distribution thereof or the assumption of the Company’s
obligations under the Securities by its successor; or




     (4) the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Company or of any substantial part of its property or
ordering the winding up or liquidation of its



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affairs, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or




     (5) a court or other governmental agency or body having jurisdiction in the premises
shall enter a decree or order for the appointment of a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official (other than a conservator) in any
liquidation, insolvency or similar proceeding with respect to the Lead Bank or all or
substantially all of the property of the Lead Bank, and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or




     (6) the institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of
the Company or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due and its willingness to be adjudicated a bankrupt, or the
taking of corporate action by the Company in furtherance of any such action; or




     (7) the Lead Bank shall consent to the appointment of a custodian, received,
liquidator, assignee, trustee, sequestrator or other similar official (other than a
conservator) in any liquidation, insolvency or similar proceeding with respect to the Lead
Bank or all or substantially all of the property of the Lead Bank; or




     (8) any other Event of Default provided with respect to Securities of that series.



Section 2.8 Notice of Defaults; Amount Payable upon Acceleration.




          So long as any Notes are held by or on behalf of the Trust, the Trustee shall provide to the
holders of the Normal ITS, Trust Common Securities and Capital ITS such notices as it shall from
time to time provide under Section 6.2 of the Base Indenture. In addition, the Trustee shall
provide to the holders of the Normal ITS, Trust Common Securities and Capital ITS notice of any
Event of Default or event that, with the giving of notice or lapse of time, or both, would become
an Event of Default with respect to the Notes within 30 days after the actual knowledge of a
Responsible Officer of the Trustee of such Event of Default or other event.




Section 2.9 Securities Registrar; Paying Agent; Delegation of Trustee Duties.




     (a) (i) The first paragraph in Section 3.5 of the Base Indenture shall be amended and restated
in its entirety to read as follows:




“The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. Such register is herein sometimes referred
to as the ‘Securities Register.’ The Company shall designate one Person to
maintain the Securities Register for the securities of each series on a
consolidated basis, and such Person is referred to herein, with respect to
such series, as the ‘Securities Registrar.’”



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          (ii) The final paragraph in Section 3.5 of the Base Indenture shall be amended and restated in
its entirety to read as follows:





“Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, register the transfer of or
exchange any Security of any series during a period beginning at the opening
of business 15 days before the day of selection for redemption of Securities
pursuant to Article XI and ending at the close of business on the day of
mailing of notice of redemption or (b) to transfer or exchange any Security
so selected for redemption in whole or in part, except, in the case of any
Security to be redeemed in part, any portion thereof not to be redeemed.”



     (b) The Company appoints U.S. Bank National Association, as Securities Registrar and Paying
Agent with respect to the Notes for so long as it shall act as Collateral Agent and Custodial Agent
and is the Holder of the Notes in any of such capacities.



     (c) Notwithstanding any provision contained herein, to the extent permitted by applicable law,
the Trustee may delegate its duty to provide such notices and to perform such other duties as may
be required to be provided or performed by the Trustee under the Base Indenture and this Third
Supplemental Indenture, and, to the extent such obligation has been so delegated, the Trustee shall
not be responsible for monitoring the compliance of, nor be liable for the default or misconduct
of, any such designee.



Section 2.10 Additional Covenants of the Company.




     (a) The Company covenants and agrees with each Holder of the Notes that if it defers payment
of interest on any Interest Payment Date on or prior to the Stock Purchase Date, commencing with
the date two years after the beginning of such Extension Period, the Company shall pay such
deferred interest only out of the net proceeds of shares of its common stock or non-cumulative
perpetual preferred stock it receives during the 180 days preceding the date of payment of such
deferred interest, that it shall notify the Federal Reserve if this covenant is applicable, and,
subject to the approval of the Federal Reserve, that it shall continuously use its Commercially
Reasonable Efforts to sell shares of its common stock or non-cumulative perpetual preferred stock
not later than the termination of such Extension Period in an amount so that the net proceeds of
such sale, when applied to such deferred payments of interest, will cause such unpaid deferred
interest payments to be paid in full and (unless the Federal Reserve instructs otherwise) apply the
proceeds of such sale to pay the deferred amounts (provided that the Company shall not in any event
be required to pay interest on the Notes at the time when the payment of such interest would
violate the terms of any securities issued by the Company or any of its subsidiaries or the terms
of a contract binding on the Company or any of its subsidiaries); provided, however, that the
forgoing covenant shall not apply with respect to any interest on the Notes that is deferred and
unpaid as of the date of a consummation of any business combination where, immediate following its
consummation, over 50% of the surviving entity’s voting stock is owned by the shareholders of the
other party to the business combination. For the avoidance of doubt, the Company’s failure to
raise sufficient eligible proceeds or its use of other sources to fund such deferred interest
payments in accordance with the foregoing covenant, by itself, shall not constitute an Event of
Default under the Indenture, as supplemented.



     (b) Notwithstanding Section 2.10(a), if the Company is required to conduct a sale of shares of
its common stock and/or non-cumulative perpetual preferred stock in order to pay amounts due and
payable under any instruments or other securities that rank pari passu as to interest or
distributions with the Notes, then the Company shall apply such proceeds to deferred interest
payments on the Notes, on the one hand, and such other pari passu securities, on the other hand, on
a ratable basis in proportion to the total amounts



Supplemental Indenture



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that are due on the Notes and such securities before the Company shall be relieved of its
obligation to conduct the sale and shares of its common stock and/or non-cumulative perpetual
preferred stock and apply the proceeds thereof to such securities.




     (c) If the Company issues subordinated notes in respect of deferred interest payments pursuant
to Section 2.5(c), Sections 2.10(a) and (b) will apply to the payment of interest on and principal
of these subordinated notes except that references to termination of the Extension Period shall
instead be to the maturity date of these subordinated notes.



     (d) Notwithstanding anything in the Indenture or the Notes, the Company covenants and agrees
with each Holder of the Notes that it shall not incur any additional indebtedness for borrowed
money that by its terms ranks pari passu in all respects with or junior in interest to the Notes
except in compliance with the then applicable regulations and guidelines of the Federal Reserve.



Section 2.11 Forms of Agreements.




          Section 3.1(r) or the Base Indenture shall be amended and restated in its entirety to read as
follows:





“the form or forms of the Trust Agreement, Amended and Restated Trust
Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively, and determined by the Company to
be necessary for the issuance of the Securities;”



ARTICLE III



REMARKETING AND RATE RESET PROCEDURES



Section 3.1 Obligation to Conduct Remarketing and Related Requirements.




     (a) The Company and the Property Trustee (on behalf of the Trust) shall appoint the
Remarketing Agent and entered into a Remarketing Agreement prior to the first Remarketing to effect
the Remarketing of the Notes upon the terms, conditions and other provisions provided therein and
in the Trust Agreement and the Collateral Agreement.



     (b) The Remarketing Agreement shall provide that the Company and the Remarketing Agent agree
to use commercially reasonable efforts to effect the Remarketing of the Notes as described in this
Article III, and in connection therewith, the Remarketing Agent will use its commercially
reasonable efforts to obtain a price for all the Remarketed Notes that results in proceeds, net of
any remarketing fee, of at least 100% of their aggregate Remarketing Value. If in the judgment of
counsel to the Company or the Remarketing Agent it is necessary for a registration statement
covering the Notes to have been filed and have become effective under the Securities Act in order
to effect the Remarketing, then the Company shall (i) use commercially reasonable efforts to ensure
that a registration statement covering the full principal amount of Notes to be remarketed shall
have become effective in a form that will enable the Remarketing Agent to rely on it in connection
with the Remarketing or (ii) effect such Remarketing pursuant to Rule 144A (if available) under the
Securities Act or another available exemption from the registration requirements under the
Securities Act.



Supplemental Indenture



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Section 3.2 Company Decisions in Connection with Remarketing.




          In connection with Remarketings, the Company shall have the right hereunder, subject to
Section 3.3(a), without the consent of any Holder of the Notes, to change certain terms of the
Notes as provided below in this Section 3.2. By not later than the 21st day prior to
each Remarketing Date, the Company will specify the following information or decisions in a notice
to the Remarketing Agent, the Collateral Agent, the Custodial Agent, the Property Trustee (on
behalf of the Trust) and the Trustee (clauses (a) through (e) applying only if the Remarketing is
Successful and clause (f) applying only in the case of a Failed Remarketing):




     (a) whether the Stated Maturity Date will remain at April 15, 2042 or will be changed to an
earlier date (specifying such date if applicable); provided that the Stated Maturity Date may not
be changed to a date earlier than the earlier of (i) April 15, 2015 and (ii) if the Remarketing
Settlement Date occurs during an Extension Period, the seventh anniversary of the first day of such
Extension Period; and provided, further, that no redemption price may be less than the principal
plus accrued and unpaid interest (including Additional Interest) on the Notes;



     (b) whether to change the date after which the Notes will be redeemable at the Company’s
option and the redemption price or prices; provided that no redemption date for the Notes may be
earlier than the earlier of (i) April 15, 2015 and (ii) if the Remarketing Settlement Date occurs
during an Extension Period, the seventh anniversary of the first day of such Extension Period;



     (c) whether in connection with an Early Remarketing that is not the first scheduled
Remarketing, the Company is exercising its right under Section 7.2 to cause the subordination
provisions in the Base Indenture to cease to apply to the Notes, if the Remarketing is Successful,
from and after the Remarketing Settlement Date and if so, whether it also elects that the Notes
shall no longer be subject to the interest deferral provisions of Section 3.11 of the Base
Indenture;



     (d) whether the Notes will be remarketed as fixed rate notes or floating rate notes;



     (e) if the Notes will be remarketed as floating rate notes, the applicable index (which must
be a qualified floating rate) and the interest payment dates and manner of calculation of interest
on the Notes, which the Company may change to correspond with the market conventions applicable to
notes bearing interest at rates based on the applicable index; and



     (f) whether following a Failed Remarketing:




     (i) the Stated Maturity Date will remain at April 15, 2042 or will be changed to an
earlier date, which date shall not be earlier than April 15, 2015 (specifying such date if
applicable); and




     (ii) the date after which the Notes will be redeemable at the Company’s option will be
changed (which date shall not be earlier than April 15, 2015) and the redemption price or
prices;


provided that if the Failed Remarketing occurs during an Extension Period any changed Stated
Maturity Date of the Notes determined pursuant to clause (i) or early redemption date determined
pursuant to clause (ii) may not be earlier than the seventh anniversary of the first day of such
Extension Period.




          Any such elections made by the Company pursuant to clauses (a) through (e) shall, upon
successful completion of a Remarketing, automatically apply and come into effect in respect of the
Notes as of the Remarketing Settlement Date and any such elections made by the Company pursuant to
clause (f) in

Supplemental Indenture



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connection with a Failed Remarketing shall come into effect in respect of the Notes upon the
announcement by the Company that the Final Remarketing is a Failed Remarketing.




Section 3.3 Reset of Interest Rate in Connection with Remarketings and Related Changes in Terms.




     (a) As part of and in connection with each Remarketing, the Remarketing Agent shall determine
the Reset Rate or Reset Spread on the Notes, subject to Sections 3.3(b) through (e), pursuant to
the Remarketing Agreement and in accordance with the other provisions of this Article III, that
will apply to all Notes (whether or not sold in the Remarketing) if such Remarketing is Successful
for each Interest Period or portion thereof commencing on or after such Remarketing Settlement
Date, subject to the following provisions and limitations:




     (i) in connection with a Remarketing that is not a Final Remarketing, (A) if the Notes
are remarketed as fixed rate notes, the Reset Rate may not exceed the Fixed Rate Reset Cap
and (B) if the Notes are remarketed as floating rate notes, the Reset Spread may not exceed
the Floating Rate Reset Cap;




     (ii) the interest rate on the Notes may not at any time be less than 0% per annum; and




     (iii) if (A) the interest rate on the Notes is not a fixed rate or a “qualified
floating rate” (as defined in U.S. Treasury regulations section 1.1275-5(b)), (B) interest
on the Notes is not unconditionally payable at intervals of no more than one year through
the remaining term of the Notes, or (C) the redemption price of the Notes is not their
principal amount (disregarding a customary call premium that is fixed or objectively
determinable based on a qualified floating rate), then the Company shall have received a
written opinion of Squire, Sanders & Dempsey LLP or other nationally recognized tax counsel
experienced in such matters to the effect that the discussion contained in the Prospectus
under the heading “Certain U.S. Federal Income Tax Consequences” is materially correct,
taking into account all of the terms of the Notes following the Remarketing.



     (b) If the Remarketing has been determined to be Successful in accordance with Section 3.5(a),
by approximately 4:30 P.M., New York City time, on any Remarketing Date, the Remarketing Agent
shall notify the Company, the Collateral Agent, the Custodial Agent, the Property Trustee (on
behalf of the Trust) and the Trustee that the Remarketing was Successful and the Reset Rate or
Reset Spread determined as part of such Remarketing in accordance with this Article III.



     (c) If a Remarketing is Successful, then commencing with the related Remarketing Settlement
Date the interest rate on the Notes shall be reset to the rate, determined in accordance with this
Article III pursuant to such Remarketing and the other changes, if any, in the terms of the Notes
as notified by the Company pursuant to Section 3.2, shall become effective in accordance with this
Article III.



     (d) If a Remarketing other than the Final Remarketing is not Successful:




     (i) no Notes will be sold in such Remarketing;




     (ii) the interest rate will remain unchanged unless and until it is reset pursuant to a
subsequent Remarketing in accordance with this Article III;




     (iii) the other changes, if any, in the terms of the Notes, as notified by the Company
pursuant to Section 3.2, shall not become effective; and



Supplemental Indenture



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     (iv) the Company and the Remarketing Agent shall attempt another Remarketing on the
next Remarketing Date.



     (e) Upon the occurrence of a Failed Remarketing:




     (i) no Notes will be sold in such Remarketing and no further attempts at Remarketing
shall be made;




     (ii) the interest rate will remain unchanged and the Notes will continue to bear
interest at the interest rate otherwise in effect, payable on the dates set forth in the
Notes, subject to Section 2.5(b);




     (iii) the other changes, if any, in the terms of the Notes as notified by the Company
pursuant to clauses (a) through (e) of the second sentence of Section 3.2, shall not become
effective;




     (iv) the Stated Maturity Date and early redemption date for the Notes will change in
accordance with clause (f) of the second sentence of Section 3.2, as applicable;




     (v) in the case of Notes corresponding to Normal ITS and Trust Common Securities, such
Notes will be applied in satisfaction of the Trust’s obligations under Stock Purchase
Contracts in accordance with the Collateral Agreement; and




     (vi) in the case of Notes corresponding to Capital ITS, such Notes will be returned to
the Custodial Agent in accordance with the Collateral Agreement.



Section 3.4 Early Remarketing.




          If an Early Settlement Event occurs prior to the Stock Purchase Date, the Remarketing Dates
shall be the third Business Day prior to March 15, June 15, September 15 or December 15, commencing
on the first such date that is at least 30 days after the occurrence of such Early Settlement
Event, and concluding with the earlier to occur of the fifth such date and a Successful
Remarketing; provided that in the case of an Early Settlement Event of the type described in clause
(v) of the definition of such term, there shall be only one Remarketing Date and the Reset Rate or
Reset Spread shall not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as the
case may be, and if the Remarketing conducted on such date is not Successful, it shall be a Failed
Remarketing and the Stock Purchase Date shall be the next succeeding February 15, May 15, August 15
or November 15 (or if such day is not a Business Day, the next Business Day).




Section 3.5 Company Announcements.




     (a) If by 4:00 P.M., New York City time, on any Remarketing Date the Remarketing Agent has
found buyers for all of the Notes offered in the Remarketing in accordance with this Article III, a
Successful Remarketing shall be deemed to have occurred. In the event of a Successful Remarketing,
the Company shall issue a press release through Bloomberg Business News or other reasonable means
of distribution stating that such Remarketing was Successful and specifying the Reset Rate or Reset
Spread and shall post such information on its website on the World Wide Web.



     (b) If, by 4:00 P.M., New York City time, on any Remarketing Date the Remarketing Agent is
unable to find buyers for all of the Notes offered in such Remarketing, including any Remarketing
that would qualify as a Final Remarketing, in accordance with this Article III, an Unsuccessful
Remarketing



Supplemental Indenture



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shall be deemed to have occurred. In the event of an Unsuccessful Remarketing, the Company
shall issue a press release through Bloomberg Business News or other reasonable means of
distribution stating that such Remarketing was an Unsuccessful Remarketing, and publish such
information on its website on the World Wide Web.




Section 3.6 Supplemental Indenture.




          Notwithstanding any provision of the Base Indenture to the contrary, the Company and the
Trustee may enter into a supplemental indenture without the consent of any Holder of the Notes to
reflect any modifications to the terms of the Notes pursuant to the terms of this Article III and
to provide for the exchange of the Notes for Notes in the form reflecting such modifications and
adopted pursuant to such supplemental indenture.




ARTICLE IV



EXPENSES



Section 4.1 Expenses.




          In connection with the offering, sale and issuance of the Notes to the Trust on behalf of the
Trust and in connection with the sale of the Trust Securities by the Trust, the Company, in its
capacity as borrower with respect to the Notes, shall:




     (a) pay all costs and expenses relating to the offering, sale and issuance of the Notes,
including commissions to the underwriters payable pursuant to the Underwriting Agreement and
compensation of the Trustee under this Indenture in accordance with the provisions of this
Indenture; and



     (b) be responsible for and shall pay all debts and obligations (except for any amounts owed to
Holders of the ITS in their respective capacities as Holders) and all costs and expenses of the
Trust (including, but not limited to, costs and expenses relating to the organization, maintenance
and dissolution of the Trust), the offering, sale and issuance of the Trust Securities (including
commissions to the underwriters in connection therewith), the fees and expenses (including
reasonable counsel fees and expenses) of the Property Trustee, the Delaware Trustee, the
Administrative Trustees, the Securities Registrar, and the Paying Agent, the costs and expenses
relating to the operation of the Trust, including, without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving
and computing or accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and costs and expenses
incurred in connection with the acquisition, financing, and disposition of Trust assets and the
enforcement by the Property Trustee of the rights of the Holders of the Notes.



          The Company’s obligations under this Section 4.1 shall be for the benefit of, and shall be
enforceable by, any person to whom such debts, obligations and costs are owed (a “Creditor”)
whether or not such Creditor has received notice hereof. Any such Creditor may enforce the
Company’s obligations under this Section 4.1 directly against the Company and the Company
irrevocably waives any right or remedy to require that any such Creditor take any action against
the Trust or any other Person before proceeding against the Company. The Company agrees to execute
such additional agreements as may be necessary or desirable in order to give full effect to the
provisions of this Section 4.1.




Supplemental Indenture



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ARTICLE V



FORM OF NOTE



Section 5.1 Form of Notes.




          The Notes are to be substantially in the following form and shall bear any legend required by
Section 2.4 of the Base Indenture:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No.   	 	 	 	 	 	 	 	Principal Amount: $	 	 	 	 
	 

	 
	 	 	 	 	 	 	 	 	 	 
	Issue Date:	 	 	 	 	 	CUSIP No. :	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 





U.S. Bancorp



Remarketable Junior Subordinated Note Due 2042



          U.S. Bancorp, a corporation organized and existing under the laws of Delaware
(hereinafter called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to
                                        , or registered assigns, the principal sum of                                          Dollars on April
15, 2042 or such earlier date as may be specified by the Company following a Remarketing (such date
is hereinafter referred to as the “Stated Maturity Date”). The Company further promises to pay
interest on said principal sum from March 17, 2006, or from the most recent interest payment date
(each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for
(subject to deferral as set forth herein), semi-annually in arrears on April 15 and October 15 of
each year, commencing October 15, 2006, and on the Stock Purchase Date in the event of a Failed
Remarketing if not otherwise an Interest Payment Date, at the rate of 5.539 % per annum (or after
the Remarketing Settlement Date at such rate per annum as may be established in the Remarketing),
until the principal hereof shall have become due and payable, plus Additional Interest, if any,
until the principal hereof is paid or duly provided for or made available for payment. The amount
of interest payable for any period less than a full Interest Period shall be calculated on the
basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which
interest is payable on this Note is not a Business Day, then a payment of the interest payable on
such date will be made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), in each case with the same force and effect as if
made on the date the payment was originally payable. A “Business Day” shall mean any day other
than a Saturday, Sunday, or any other day on which banking institutions and trust companies in New
York, New York, Minneapolis, Minnesota or Wilmington, Delaware, are permitted or required by any
applicable law to close. The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the date that is the last
day of the month immediately preceding the month in which such Interest Payment Date falls (whether
or not a Business Day). Any such interest installment not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said Indenture.



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          If the principal amount hereof or any portion of such principal amount is not paid when due
(whether upon acceleration, upon the date set for payment of the Redemption Price or upon the
Stated Maturity Date) or if interest due hereon (or any portion of such interest), is not paid when
due, then in each such case the overdue amount shall, to the extent permitted by law, bear interest
at the rate then borne by this Note for the applicable Interest Period, compounded at the end of
such Interest Period, which interest shall accrue from the date such overdue amount was originally
due to the date payment of such amount, including interest thereon, has been made or duly provided
for. All such interest shall be payable as set forth in the Indenture.




          So long as no Event of Default has occurred and is continuing, the Company shall have the
right at any time during the term of this Note to defer payment of interest on this Note, at any
time or from time to time, for up to 14 consecutive semi-annual Interest Periods (or the equivalent
thereof, if the Interest Periods are not then semi-annual) with respect to each deferral period
(each an “Extension Period”), during which Extension Periods the Company shall have the right to
make partial payments of interest on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the
extent permitted by applicable law); provided that no Extension Period shall extend beyond the
Stated Maturity of the principal of this Note; provided, further, that during any such Extension
Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any shares of the Company’s capital stock, (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of
the Company that ranks pari passu in all respects with or junior in interest to the Note (except
for partial payments of interest with respect to this Note) or (iii) make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any Subsidiary of the
Company that by their terms rank pari passu in all respects with or junior in interest to this Note
(other than (a) any repurchase, redemption or other acquisition of shares of the Company’s capital
stock in connection with (1) any employment contract, benefit plan or other similar arrangement
with or for the benefit of any one or more employees, officers, directors, consultants or
independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract
entered into in the ordinary course prior to the beginning of the Extension Period, (3) a dividend
reinvestment or stockholder purchase plan, or (4) the issuance of the Company’s capital stock, or
securities convertible into or exercisable for such capital stock, as consideration in an
acquisition transaction entered into prior to the applicable Extension Period; (b) any exchange,
redemption or conversion of any class or series of the Company’s capital stock, or the capital
stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or
any class or series of the Company’s indebtedness for any class or series of its capital stock; (c)
any purchase of fractional interests in shares of the Company’s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being converted or
exchanged; (d) any declaration of a dividend in connection with any rights plan, or the issuance of
rights, stock or other property under any rights plan, or the redemption or repurchase of rights
pursuant thereto; (e) payments under any USB Guarantee executed for the benefit of the holders of
the ITS; or (f) any dividend in the form of stock, warrants, options or other rights where the
dividend stock or stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks equally with or junior to such
stock). Prior to the termination of any such Extension Period, the Company may further extend the
interest payment period, provided that no Extension Period shall exceed 14 consecutive semi-annual
Interest Periods (or the equivalent thereof if this Note is not then bearing interest
semi-annually) or extend beyond the Stated Maturity of the principal of this Note. Upon the
termination of any such Extension Period and upon the payment of all accrued and unpaid interest
then due, the Company may elect to begin a new Extension Period, subject to the above requirements.
Subject to the last sentence of this paragraph, no interest shall be due and payable during an
Extension Period except at the end thereof. The Company shall give the Trustee and the Paying
Agent notice of its election to begin or extend any Extension Period at least ten Business



Supplemental Indenture



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Days prior to the date on which interest on the Notes would be payable but for the election to
begin or extend such Extension Period. The Trustee or its designee shall give notice of the
Company’s election to begin or extend any Extension Period to the Holders of the Notes to the
Administrative Trustees and to the holders of the Capital ITS, and if such election is made prior
to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, to the holders of the
Normal ITS. If an Extension Period is in effect on the Stock Purchase Date and there is a Failed
Remarketing, then the Company will pay the Holder the deferred interest on the Stock Purchase Date
in subordinated notes that (i) have a principal amount equal to the aggregate amount of deferred
interest as of the Stock Purchase Date, (ii) mature on April 15, 2014, (iii) bear interest at a
rate per annum equal to the rate of interest originally in effect on the Notes, (iv) are
subordinate and rank junior in right of payment and upon liquidation to all of the Company’s senior
debt on the same basis as the Notes and (v) are redeemable by the Company at any time prior to
their stated maturity and the restrictions set forth in the first sentence of this paragraph shall
remain in effect until the Company has paid in full all amounts outstanding under such notes.




          Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in the United States, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as such address shall appear
in the Securities Register or (ii) by wire transfer in immediately available funds at such place
and to such account as may be designated by the Person entitled thereto as specified in the
Securities Register in writing not less than 10 days before the date of the interest payment.




          The indebtedness evidenced by this Note is, to the extent provided in the Indenture,
subordinate and junior in right of payment and upon liquidation to the prior payment in full of all
Senior and Subordinated Debt, and this Note is issued subject to the provisions of the Indenture
with respect thereto; provided that the Company may elect in connection with an Early Remarketing
that is not the first scheduled Remarketing (as described on the reverse hereof) at any time
effective on or after the Remarketing Settlement Date, that the indebtedness evidenced by this Note
shall cease to be subordinate and junior in right of payments to the prior payment in full of all
Senior Debt. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may
be necessary or appropriate to effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance
hereof, waives all notice of the acceptance of the subordination provisions contained herein and in
the Indenture by each holder of Senior and Subordinated Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



Supplemental Indenture




-19-








 








          In Witness Whereof, the Company has caused this instrument to be duly executed under
its corporate seal.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	U.S. Bancorp	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[PRESIDENT OR VICE PRESIDENT]	 	 






Attest:




[SECRETARY OR ASSISTANT SECRETARY]




Certificate of Authentication




Dated:




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Wilmington Trust Company,	 	 
	 	 	not in its individual capacity but solely as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 





Supplemental Indenture




-20-









 






(FORM OF REVERSE OF NOTE)




          This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under Junior Subordinated Indenture, dated
as of April 28, 2005 (herein called the “Base Indenture”), between the Company and Delaware Trust
Company, National Association, as trustee (the “Original Trustee”), as amended and supplemented by
the First Supplemental Indenture, dated as of August 3, 2005, between the Company and the Original
Trustee (the “First Supplemental Indenture”), and as further amended and supplemented by the
Second Supplemental Indenture, dated as of December 29, 2005, between the Company, the Original
Trustee and Wilmington Trust Company (herein called the “Trustee”, which term includes any
successor trustee under the Base Indenture), as successor Trustee (the “Second Supplemental
Indenture”), and as further amended and supplemented by the Third Supplemental Indenture, dated as
of March 17, 2006, between the Company and the Trustee (the “Third Supplemental Indenture,” and
together with the First Supplemental Indenture, the Second Supplemental Indenture and the Junior
Subordinated Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Trustee, the Company and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered. By terms of the
Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate
of interest, rank and in other respects provided in the Indenture.




          All terms used in this Note that are defined in the Indenture or in the Amended and Restated
Trust Agreement, dated as of March 17, 2006, as amended (the “Trust Agreement”), for USB Capital IX
among U.S. Bancorp, as Depositor, and the Trustees named therein, shall have the meanings assigned
to them in the Indenture or the Trust Agreement, as the case may be.




          The Company may at any time, at its option, on or after April 15, 2015, and subject to the
terms and conditions of Article XI of the Base Indenture, redeem this Note in whole at any time or
in part from time to time, without premium or penalty, at a redemption price equal to 100% of the
principal amount hereof plus accrued and unpaid interest including Additional Interest, if any to
the Redemption Date.




          No sinking fund is provided for the Notes.




          This Note shall be remarketed as provided in the Indenture. In connection therewith, the
Company may change the Stated Maturity Date, the date after which this Note may be redeemed in
whole or in part prior to the Stated Maturity Date at the option of the Company, the rate of
interest payable on this Note, the Interest Payment Dates, the manner of calculating interest on
this Note and certain other provisions of the Notes, all as set forth in the Indenture and without
the consent of any Holder of this Note.




          The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Note upon compliance by the Company with certain conditions set forth in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the Holders of the Notes,
with the consent of the Holders of not less than a majority in principal amount of the Outstanding
Notes to be affected by such supplemental indenture. The Indenture also contains provisions
permitting Holders of specified percentages in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued

Supplemental Indenture



-21-









 








upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Note.




          As provided in and subject to the provisions of the Indenture, if an Event of Default with
respect to the Notes at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may
declare the entire principal amount and all accrued but unpaid interest of all the Notes to be due
and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), provided that, in the case of Notes issued to and held by USB Capital IX, or any trustee
thereof or agent therefor, if upon an Event of Default, the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Notes fails to declare the entire principal and all
accrued but unpaid interest of all the Notes to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the Capital ITS and, if such declaration occurs prior
to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the holders of the
Normal ITS then outstanding, acting together as a single class, shall have such right by a notice
in writing to the Company and the Trustee. Upon any such declaration, such amount of the principal
of and the accrued but unpaid interest on all the Notes shall become immediately due and payable,
provided that the payment of principal and interest on the Notes shall remain subordinated to the
extent provided in Article XIII of the Base Indenture except to the extent otherwise determined in
connection with an Early Remarketing. Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest (including Additional
Interest), if any, on this Note shall terminate.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.




          As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Securities Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained under Section 10.2 of
the Base Indenture duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.




          Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee shall treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




          The Notes are issuable only in registered form without coupons in minimum denominations of
$1,000 and any integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested by the Holder
surrendering the same.




Supplemental Indenture



-22-









 








          The Company and, by its acceptance of this Note or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, this Note agree that for United States
Federal, state and local tax purposes it is intended that this Note constitute indebtedness.




          The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York.




     This is one of the Securities referred to in the within mentioned Indenture.



Supplemental Indenture



-23-









 





ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:




	 	 	 
	 

	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 





(Insert assignee’s social security or tax identification number)




	 	 	 
	 

	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 





(Insert address and zip code of assignee)



agent to transfer this Note on the books of the Securities Registrar. The agent may substitute
another to act for him or her.




	 	 	 
	Dated:

	 	Signature:






	 	 	 
	 

	 	Signature Guarantee:






(Sign exactly as your name appears on the other side of this Note)




          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Securities Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.




Supplemental Indenture



-24-









 








ARTICLE VI



ORIGINAL ISSUE OF NOTES



Section 6.1 Original Issue of Notes.




          Notes in the aggregate principal amount of $1,251,000,000 may, upon execution of this Third
Supplemental Indenture, be executed by the Company and delivered to the Trustee or an
Authenticating Agent for authentication, and the Trustee or an Authenticating Agent shall thereupon
authenticate and deliver said Notes in accordance with a Company Order.




Section 6.2 Calculation of Original Issue Discount.




          If during any calendar year any original issue discount shall have accrued on the Notes, the
Company shall file with each Paying Agent (including the Trustee if it is a Paying Agent) promptly
at the end of each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the
end of such year and (ii) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.




ARTICLE VII



SUBORDINATION



Section 7.1 Senior and Subordinated Debt.




     (a) The subordination provisions of Article XIII of the Base Indenture shall apply as modified
by clause (c) of this Section 7.1; provided, however, that for the purposes of the Notes (but not
for the purposes of any other Securities unless specifically set forth in the terms of such
Securities), the definition of “Senior and Subordinated Debt” in the Indenture is hereby amended in
its entirety to read as follows:




“Senior and Subordinated Debt’ means the principal of (and premium, if any)
and interest, if any (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to the Company
whether or not such claim for post-petition interest is allowed in such
proceeding), on Debt of the Company (including, for these purposes and
without limitation, obligations associated with commodity contracts,
interest rate and foreign exchange contracts, forward contracts related to
mortgages and other derivative products), whether incurred on or prior to
the date of this Indenture or thereafter incurred, provided, however, that
Senior and Subordinated Debt shall not include Pari Passu Securities.”



     (b) The Notes shall constitute Pari Passu Securities (as defined in the Second Supplemental
Indenture) and shall rank equally with the ICONs (as defined in the Second Supplemental Indenture).



     (c) There shall be deemed added to Section 13.14 of the Base Indenture at the end thereof the
following anything contained herein or in the Indenture to the contrary notwithstanding:



Supplemental Indenture



-25-









 






“; provided that (a) nothing contained in this Article XIII shall apply to
any claims of, or payments to, the Paying Agent under or pursuant to
paragraph FIRST of Section 5.6 or Section 6.7, (b) no Paying Agent shall be
deemed to owe any fiduciary duty to the holders of the Senior and
Subordinated Debt or be liable to any such holder if it shall pay over or
distribute to or on behalf of the holders of Securities or the Company or
any other Person cash, property or securities, including any Junior
Subordinated Payment, to which any holder of the Senior or Subordinated Debt
shall be entitled by virtue of this Article or otherwise, (c) no Paying
Agent shall be deemed to have received any Officers’ Certificate or notice
required pursuant to or referred to in this Article (whether or not actually
received) until after the second Business Day after any such notice shall
have been delivered to a Responsible Officer of such Paying Agent at the
Paying Agent Office of such Paying Agent, and (d) Section 6.1 (as referred
to in Sections 13.10 and 13.11) and Section 13.8 are not applicable to any
Paying Agent, anything contained herein or in the Indenture to the contrary
notwithstanding.”



Section 7.2 Company Election to End Subordination.




          The Company may elect, at any time effective on or after the Remarketing Settlement Date in
connection with an Early Remarketing of the Notes that is not the first scheduled Remarketing, that
its obligations under the Notes shall cease to be subordinated obligations, in which case the
provisions of Article XIII of the Base Indenture and, if the Company so elects, Section 3.11 of the
Base Indenture, shall thereafter no longer apply to the Notes, and the Notes shall cease to
constitute Pari Passu Securities. The Company shall give the Trustee and each Paying Agent notice
of any such election not later than the effective time, and shall promptly issue a press release
through Bloomberg Business News or other reasonable means of distribution.




Section 7.3 Compliance with Federal Reserve Rules.




          The Company shall not incur any additional indebtedness for borrowed money that ranks pari
passu with or junior to the Notes (if then subject to Article XIII of the Base Indenture), except
in compliance with applicable regulation and guidelines of the Federal Reserve.




Section 7.4 Extension of Rights, Privileges, etc.




          Anything contained herein or in the Indenture to the contrary notwithstanding, the rights,
privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and each agent, custodian and other Person employed to act
hereunder.




ARTICLE VIII



MISCELLANEOUS



Section 8.1 Effectiveness.




          This Third Supplemental Indenture will become effective upon its execution and delivery.




Supplemental Indenture



-26-









 








Section 8.2 Successors and Assigns.




          All covenants and agreements in the Base Indenture, as supplemented and amended by this Third
Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed
or not.




Section 8.3 Further Assurances.




          The Company will, at its own cost and expense, execute and deliver any documents or
agreements, and take any other actions that the Trustee or its counsel may from time to time
request in order to assure the Trustee of the benefits of the rights granted to the Trustee under
the Indenture, as supplemented and amended by this Third Supplemental Indenture.




Section 8.4 Effect of Recitals.




          The recitals contained herein and in the Notes, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Notes. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of the Notes or the proceeds thereof.




Section 8.5 Ratification of Indenture.




          The Base Indenture as supplemented by this Third Supplemental Indenture, is in all respects
ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture
in the manner and to the extent herein and therein provided.




Section 8.6 Governing Law.




          This Third Supplemental Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.




* * * *




          This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.




Supplemental Indenture



-27-









 





          In Witness Whereof, the parties hereto have caused this Third Supplemental Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all
as of the day and year first above written.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	U.S. Bancorp	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kenneth D. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Kenneth D. Nelson	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






Attest:




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ Tracy J. Newtson	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Wilmington Trust Company,	 	 
	 	 	     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Patricia A. Evans	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Patricia A. Evans	 	 
	 

	 	 	 	Title: Vice President	 	 






Attest:




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ Janel Havrilla	 	 
	 

	 	 	 	 






Supplemental Indenture