exv4w1



 






Exhibit 4.1




	 	 	 
	 

	 	State of Delaware
	 

	 	Secretary of State
	 

	 	Division of Corporations
	 

	 	Delivered 10:48 AM 03/16/2006
	 

	 	FILED 10:48 AM 03/16/2006
	 

	 	SRV 060253585 — 0256405 FILE






CERTIFICATE OF DESIGNATIONS




OF




SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK




OF


U.S. BANCORP




Pursuant to Section 151 of the 
General
Corporation Law of the State of Delaware




      U.S. Bancorp, a corporation organized and existing under the General Corporation
Law of the State of Delaware (the “Corporation”), does hereby certify that:




     1. On January 3l, 2006, the Credit and Finance Committee
(the “Committee”) of the Board of Directors of the Corporation (the “Board”), at a
meeting duly convened and held by the Committee, pursuant to authority conferred
upon the Committee by resolutions of the Board adopted at a meeting duly convened and held on January 21, 2003, and by Section 141(c)(2) of
the General Corporation Law of the State of
Delaware, duly adopted resolutions establishing the terms of the Corporation’s
Series A Non-Cumulative Perpetual Preferred Stock, $100,000 liquidation
preference per share (the  “Preferred Stock”), and authorized a sub-committee of
the Committee (the“Subcommittee”) to act on behalf of the Committee in
establishing the dividend rate for the Preferred Stock.




     2. Thereafter, on March 14, 2006, the Subcommittee duly adopted the
following resolution by written consent:




     “RESOLVED, that the designations, and certain other preferences
and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, of the
Preferred Stock, including those established by the Committee and
the dividend rate established hereby, are as set forth in Exhibit A
hereto, which is incorporated herein by reference.”



      IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the
Corporation by its Vice Chairman and Chief Financial Officer this 16th day of March, 2006.



	 	 	 	 	 
	 	U.S. BANCORP

 	 
	 	/s/ David M. Moffett
 	 
	 	Name:  	David M. Moffett 	 
	 	Title:  	Vice Chairman and Chief Financial Officer 	 
	 















 






EXHIBIT A




TO




CERTIFICATE OF DESIGNATIONS




OF




SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK




          Section 1. Designation. The designation of the series of Preferred Stock created by this
resolution shall be Series A Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as
the “Series A Preferred Stock”). Each share of Series A Preferred Stock shall be identical in all
respects to every other share of Series A Preferred Stock. Series A Preferred Stock will rank
equally with Parity Stock, if any, and will rank senior to Junior Stock with respect to the payment
of dividends and the distribution of assets in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation.




          Section 2. Number of Shares. The number of authorized shares of Series A Preferred Stock
shall be 20,010. Such number may from time to time be increased (but not in excess of the total
number of authorized shares of preferred stock) or decreased (but not below the number of shares of
Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of
Directors of the Corporation, the Committee or any duly authorized committee of the Board of
Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the
General Corporation Law of the State of Delaware stating that such reduction has been so
authorized. The Corporation shall have the authority to issue fractional shares of Series A
Preferred Stock.




          Section 3. Definitions. As used herein with respect to Series A Preferred Stock:




          “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking
institutions in Minneapolis, Minnesota, New York, New York or Wilmington, Delaware are not
authorized or obligated by law, regulation or executive order to close.




          “Depositary Company” shall have the meaning set forth in Section 6(d) hereof.




          “Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.




          “Dividend Period” shall have the meaning set forth in Section 4(a) hereof.




          “DTC” means The Depositary Trust Company, together with its successors and assigns.




          “Junior Stock” means the Corporation’s common stock and any other class or series of stock of
the Corporation hereafter authorized over which Series A Preferred Stock has preference or priority
in the payment of dividends or in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.




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          “London Banking Day” means any day on which commercial banks are open for general business
(including dealings in deposits in U.S. dollars) in London, England.




          “Parity Stock” means any other class or series of stock of the Corporation that ranks on a par
with Series A Preferred Stock in the payment of dividends or in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.




          “Preferred Director” shall have the meaning set forth in Section 7 hereof.




          “Series A Preferred Stock” shall have the meaning set forth in Section 1 hereof.




          “Telerate Page 3750” means the display page so designated on the Moneyline/Telerate Service
(or such other page as may replace that page on that service, or such other service as may be
nominated as the information vendor, for the purpose of displaying rates or prices comparable to
the London Interbank Offered Rate for U.S. dollar deposits).




          “Three-Month LIBOR” means, with respect to any Dividend Period, the rate (expressed as a
percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first
day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on
the second London Banking Day preceding the first day of that Dividend Period. If such rate does
not appear on Telerate Page 3750, Three-Month LIBOR will be determined on the basis of the rates at
which deposits in U.S. dollars for a three-month period commencing on the first day of that
Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in
the London interbank market by four major banks in the London interbank market selected by the
Corporation, at approximately 11:00 A.M., London time on the second London Banking Day preceding
the first day of that Dividend Period. U.S. Bank National Association, or such other bank as may
be acting as calculation agent for the Corporation, will request the principal London office of
each of such banks to provide a quotation of its rate. If at least two such quotations are
provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean
(rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two
quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the
arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by
three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m.,
New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading
European banks for a three-month period commencing on the first day of that Dividend Period and in
a principal amount of not less than $1,000,000. However, if the banks selected by the calculation
agent to provide quotations are not quoting as described above, Three-Month LIBOR for that Dividend
Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in
the case of the first Dividend Period, the most recent rate that could have been determined in
accordance with the first sentence of this paragraph had Series A Preferred Stock been outstanding.
The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of
dividends for each Dividend Period will be on file at the principal offices of the Corporation,
will be made available to any holder of Series A Preferred Stock upon request and will be final and
binding in the absence of manifest error.




          Section 4. Dividends.




               (a) Rate. Holders of Series A Preferred Stock shall be entitled to receive, if, as and when
declared by the Board of Directors of the Corporation or any duly



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authorized committee of the Board of Directors of the Corporation , but only out of assets
legally available therefor, non-cumulative cash dividends on the liquidation preference of $100,000
per share of Series A Preferred Stock, and no more, payable on the following dates: (1) if the
Series A Preferred Stock is issued prior to April 15, 2011, semi-annually in arrears on each April
15 and October 15 through April 15, 2011, and (2) from and including the later of April 15, 2011
and the date of issuance, quarterly in arrears on each July 15, October 15, January 15 and April
15; provided, however, if any such day is not a Business Day, then payment of any dividend
otherwise payable on that date will be made on the next succeeding day that is a Business Day
(without any interest or other payment in respect of such delay) (each such day on which dividends
are payable a “Dividend Payment Date”). The period from and including the date of issuance of the
Series A Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment
Date is a “Dividend Period.” Dividends on each share of Series A Preferred Stock will accrue on
the liquidation preference of $100,000 per share (i) to but not including the Dividend Payment Date
in April 2011 at a rate per annum equal to 6.189%, and (ii) thereafter for each related Dividend
Period at a rate per annum equal to the greater of (x) Three-Month LIBOR plus 1.02% or (y) 3.50%.
The record date for payment of dividends on the Series A Preferred Stock shall be the last Business
Day of the calendar month immediately preceding the month during which the Dividend Payment Date
falls. The amount of dividends payable for any period prior to the later of the Dividend Payment
Day in April 2011 and the date of original issuance of the Series A Preferred Stock shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and dividends for
periods thereafter shall be computed on the basis of a 360-day year and the actual number of days
elapsed.




               (b) Non-Cumulative Dividends. Dividends on shares of Series A Preferred Stock shall be
non-cumulative. To the extent that any dividends payable on the shares of Series A Preferred Stock
on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend
Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be
payable and the Corporation shall have no obligation to pay, and the holders of Series A Preferred
Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend
Payment Date for such Dividend Period or interest with respect to such dividends, whether or not
dividends are declared for any subsequent Dividend Period with respect to Series A Preferred Stock,
Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the
Corporation.



               (c) Priority of Dividends. So long as any share of Series A Preferred Stock remains
outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution
shall be declared or made or set aside for payment on any Junior Stock, other than a dividend
payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or
otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a
result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or
conversion of one share of Junior Stock for or into another share of Junior Stock, and other than
through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior
Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of
any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased,
redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro
rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Parity
Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on
all outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been
paid in full or declared and a sum sufficient for the payment thereof



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set aside. The foregoing shall not restrict the ability of the Corporation, or any affiliate
of the Corporation, to engage in any market-making transactions in the Junior Stock or Parity Stock
in the ordinary course of business. When dividends are not paid in full upon the shares of Series
A Preferred Stock and any Parity Stock, all dividends declared upon shares of Series A Preferred
Stock and any Parity Stock shall be declared on a proportional basis so that the amount of
dividends declared per share will bear to each other the same ratio that accrued dividends for the
then-current Dividend Period per share on Series A Preferred Stock, and accrued dividends,
including any accumulations on Parity Stock, bear to each other. No interest will be payable in
respect of any dividend payment on shares of Series A Preferred Stock that may be in arrears. If
the Board of Directors of the Corporation determines not to pay any dividend or a full dividend on
a Dividend Payment Date, the Corporation will provide, or cause to be provided, written notice to
the holders of the Series A Preferred Stock prior to such date. Subject to the foregoing, and not
otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board
of Directors of the Corporation or any duly authorized committee of the Board of Directors of the
Corporation may be declared and paid on any Junior Stock from time to time out of any funds legally
available therefor, and the shares of Series A Preferred Stock shall not be entitled to participate
in any such dividend.




          Section 5. Liquidation Rights.




               (a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, holders of Series A Preferred Stock shall be
entitled, out of assets legally available therefor, before any distribution or payment out of the
assets of the Corporation may be made to or set aside for the holders of any Junior Stock and
subject to the rights of the holders of any class or series of securities ranking senior to or on
parity with Series A Preferred Stock upon liquidation and the rights of the Corporation’s
depositors and other creditors, to receive in full a liquidating distribution in the amount of the
liquidation preference of $100,000 per share, plus any authorized, declared and unpaid dividends
for the then-current Dividend Period to the date of liquidation. The holder of Series A Preferred
Stock shall not be entitled to any further payments in the event of any such voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than
what is expressly provided for in this Section 5.



               (b) Partial Payment. If the assets of the Corporation are not sufficient to pay in full the
liquidation preference to all holders of Series A Preferred Stock and the liquidation preferences
of any Parity Stock to all holders of such Parity Stock, the amounts paid to the holders of Series
A Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the
respective aggregate liquidation preferences of Series A Preferred Stock and all such Parity Stock.



               (c) Residual Distributions. If the liquidation preference has been paid in full to all
holders of Series A Preferred Stock and all holders of any Parity Stock, the holders of Junior
Stock shall be entitled to receive all remaining assets of the Corporation according to their
respective rights and preferences.



               (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5,
the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and assets of the Corporation shall not
be deemed a voluntary or involuntary dissolution, liquidation or winding up



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of the affairs of the Corporation, nor shall the merger, consolidation or any other business
combination transaction of the Corporation into or with any other corporation or person or the
merger, consolidation or any other business combination transaction of any other corporation or
person into or with the Corporation be deemed to be a voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation.




          Section 6. Redemption.




               (a) Optional Redemption. So long as full dividends on all outstanding shares of Series A
Preferred Stock for the then-current Dividend Period have been paid or declared and a sum
sufficient for the payment thereof set aside, the Corporation, at the option of its Board of
Directors or any duly authorized committee of the Board of Directors of the Corporation, may redeem
in whole or in part the shares of Series A Preferred Stock at the time outstanding, at any time on
or after the later of the Dividend Payment Date in April 2011 and the date of original issuance of
the Series A Preferred Stock, upon notice given as provided in Section 6(b) below. The redemption
price for shares of Series A Preferred Stock shall be $100,000 per share plus dividends that have
been declared but not paid plus accrued and unpaid dividends for the then-current Dividend Period
to the redemption date.



               (b) Notice of Redemption. Notice of every redemption of shares of Series A Preferred Stock
shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such
shares to be redeemed at their respective last addresses appearing on the stock register of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date
fixed for redemption. Notwithstanding the foregoing, if the Series A Preferred Stock is held in
book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC.
Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice, but failure duly to give such notice by
mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A
Preferred Stock designated for redemption shall not affect the validity of the proceedings for the
redemption of any other shares of Series A Preferred Stock. Each notice shall state (i) the
redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if fewer
than all the shares held by such holder are to be redeemed, the number of such shares to be
redeemed by such holder; (iii) the redemption price; (iv) the place or places where the
certificates for such shares are to be surrendered for payment of the redemption price; and (v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.



               (c) Partial Redemption. In case of any redemption of only part of the shares of Series A
Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed
shall be selected either pro rata from the holders of record of Series A Preferred Stock in
proportion to the number of Series A Preferred Stock held by such holders or by lot or in such
other manner as the Board of Directors of the Corporation or any duly authorized committee of the
Board of Directors of the Corporation may determine to be fair and equitable. Subject to the
provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly
authorized committee of the Board of Directors shall have full power and authority to prescribe the
terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to
time.



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               (d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or
before the redemption date specified in the notice all assets necessary for the redemption have
been set aside by the Corporation, separate and apart from its other assets, in trust for the pro
rata benefit of the holders of the shares called for redemption, so as to be and continue to be
available therefor, or deposited by the Corporation with a bank or trust company selected by the
Board of Directors of the Corporation or any duly authorized committee of the Board of Directors
(the “Depositary Company”) in trust for the pro rata benefit of the holders of the shares called
for redemption, then, notwithstanding that any certificate for any share so called for redemption
has not been surrendered for cancellation, on and after the redemption date all shares so called
for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease
to accrue after such redemption date, and all rights with respect to such shares shall forthwith on
such redemption date cease and terminate, except only the right of the holders thereof to receive
the amount payable on such redemption from such bank or trust company at any time after the
redemption date from the funds so deposited, without interest. The Corporation shall be entitled
to receive, from time to time, from the Depositary Company any interest accrued on such funds, and
the holders of any shares called for redemption shall have no claim to any such interest. Any
funds so deposited and unclaimed at the end of three years from the redemption date shall, to the
extent permitted by law, be released or repaid to the Corporation, and in the event of such
repayment to the Corporation, the holders of record of the shares so called for redemption shall be
deemed to be unsecured creditors of the Corporation for an amount equivalent to the amount
deposited as stated above for the redemption of such shares and so repaid to the Corporation, but
shall in no event be entitled to any interest.



          Section 7. Voting Rights. The holders of Series A Preferred Stock will have no voting rights
and will not be entitled to elect any directors, except as expressly provided by law.




          Section 8. Conversion. The holders of Series A Preferred Stock shall not have any rights to
convert such Series A Preferred Stock into shares of any other class of capital stock of the
Corporation.




          Section 9. Rank. Notwithstanding anything set forth in the Certificate of incorporation or
this Certificate of Designation to the contrary, the Board of Directors of the Corporation, the
Committee or any authorized committee of the Board of Directors of the Corporation, without the
vote of the holders of the Series A Preferred Stock, may authorize and issue additional shares of
Junior Stock, Parity Stock or any class of securities ranking senior to the Series A Preferred
Stock as to dividends and upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Corporation.




          Section 10. Repurchase. Subject to the limitations imposed herein, the Corporation may
purchase and sell Series A Preferred Stock from time to time to such extent, in such manner, and
upon such terms as the Board of Directors of the Corporation or any duly authorized committee of
the Board of Directors of the Corporation may determine; provided, however, that the Corporation
shall not use any of its funds for any such purchase when there are reasonable grounds to believe
that the Corporation is, or by such purchase would be, rendered insolvent.




          Section 11. Unissued or Reacquired Shares. Shares of Series A Preferred Stock not issued or
which have been issued and converted, redeemed or otherwise purchased or



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acquired by the Corporation shall be restored to the status of authorized but unissued shares
of preferred stock without designation as to series.




          Section 12. No Sinking Fund. Shares of Series A Preferred Stock are not subject to the
operation of a sinking fund.


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