exv4w3



 







Exhibit 4.3




DEPOSIT AGREEMENT




among




U.S. BANCORP,




U.S. BANK NATIONAL ASSOCIATION




as Depositary,




and




THE HOLDERS FROM TIME TO TIME OF




THE DEPOSITARY RECEIPTS DESCRIBED HEREIN




Dated as of March 27, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

DEFINED TERMS

	 
	 	 	 	 
	Section 1.1. Definitions

	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SERIES B PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER

AND REDEMPTION OF RECEIPTS

	 
	 	 	 	 
	Section 2.1. Form and Transfer of Receipts

	 	 	2	 
	Section 2.2. Deposit of Series B Preferred Stock; Execution and Delivery
of Receipts in Respect Thereof

	 	 	3	 
	Section 2.3. Registration of Transfer of Receipts

	 	 	4	 
	Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series
B Preferred Stock

	 	 	4	 
	Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender
and Exchange of Receipts

	 	 	5	 
	Section 2.6. Lost Receipts, etc

	 	 	6	 
	Section 2.7. Cancellation and Destruction of Surrendered Receipts

	 	 	6	 
	Section 2.8. Redemption of Series B Preferred Stock

	 	 	6	 
	 
	 	 	 	 
	ARTICLE III

CERTAIN OBLIGATIONS OF

HOLDERS OF RECEIPTS AND THE CORPORATION

	 
	 	 	 	 
	Section 3.1. Filing Proofs, Certificates and Other Information

	 	 	7	 
	Section 3.2. Payment of Taxes or Other Governmental Charges

	 	 	8	 
	Section 3.3. Warranty as to Series B Preferred Stock

	 	 	8	 
	Section 3.4. Warranty as to Receipts

	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES

	 
	 	 	 	 
	Section 4.1. Cash Distributions

	 	 	8	 
	Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges

	 	 	9	 
	Section 4.3. Subscription Rights, Preferences or Privileges

	 	 	9	 
	Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts

	 	 	10	 
	Section 4.5. Voting Rights

	 	 	11	 
	Section 4.6. Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc

	 	 	11	 
	 
	 	 	 	 
	i







 









 






	 	 	 	 	 
	 	 	Page
	Section 4.7. Delivery of Reports

	 	 	12	 
	Section 4.8. Lists of Receipt Holders

	 	 	12	 
	 
	 	 	 	 
	ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S

AGENTS, THE REGISTRAR AND THE CORPORATION

	 
	 	 	 	 
	Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary;
Registrar

	 	 	12	 
	Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Corporation

	 	 	13	 
	Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Corporation

	 	 	13	 
	Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor
Depositary

	 	 	14	 
	Section 5.5. Corporate Notices and Reports

	 	 	15	 
	Section 5.6. Indemnification by the Corporation

	 	 	16	 
	Section 5.7. Fees, Charges and Expenses

	 	 	16	 
	 
	 	 	 	 
	ARTICLE VI

AMENDMENT AND TERMINATION

	 
	 	 	 	 
	Section 6.1. Amendment

	 	 	16	 
	Section 6.2. Termination

	 	 	17	 
	 
	 	 	 	 
	ARTICLE VII

MISCELLANEOUS

	 
	 	 	 	 
	Section 7.1. Counterparts

	 	 	17	 
	Section 7.2. Exclusive Benefit of Parties

	 	 	17	 
	Section 7.3. Invalidity of Provisions

	 	 	17	 
	Section 7.4. Notices

	 	 	18	 
	Section 7.5. Depositary’s Agents

	 	 	18	 
	Section 7.6. Appointment of Registrar, Dividend
Disbursing Agent and Redemption Agent in Respect of
the Series B Preferred Stock

	 	 	19	 
	Section 7.7. Appointment of Calculation Agent

	 	 	19	 
	Section 7.8. Holders of Receipts Are Parties

	 	 	19	 
	Section 7.9. Governing Law

	 	 	19	 
	Section 7.10. Inspection of Deposit Agreement

	 	 	19	 
	Section 7.11. Headings

	 	 	20	 
	 
	Exhibit A Form of Receipt

	 	 	A- 1	 
	Exhibit B Form of Officer’s Certificate

	 	 	B- 1	 
	 
	 	 	 	 
	ii







 









 





          DEPOSIT AGREEMENT dated as of March 27, 2006, among (i) U.S. BANCORP, a Delaware corporation,
(ii) U.S. BANK NATIONAL ASSOCIATION, a national banking association formed under the laws of the
United States, and (iii) the Holders from time to time of the Receipts described herein.




          WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of shares of Series B Preferred Stock of the Corporation from time to time with the
Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of
Receipts evidencing Depositary Shares in respect of the Series B Preferred Stock so deposited; and




          WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with
appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit
Agreement;




          NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:




ARTICLE I

DEFINED TERMS





               Section 1.1. Definitions.



          The following definitions shall for all purposes, unless otherwise indicated, apply to the
respective terms used in this Deposit Agreement:




          “Certificate” shall mean the relevant Certificate of Designations filed with the Secretary of
State of the State of Delaware establishing the Series B Preferred Stock as a series of preferred
stock of the Corporation.




          “Corporation” shall mean U.S. Bancorp, a Delaware corporation, and its successors.




          “Deposit Agreement” shall mean this Deposit Agreement, as amended or supplemented from time to
time in accordance with the terms hereof.




          “Depositary” shall mean U.S. Bank National Association, a national banking association formed
under the laws of the United States, and any successor as Depositary hereunder.




          “Depositary Shares” shall mean the depositary shares, each representing one-one thousandth of
one share of the Series B Preferred Stock, evidenced by a Receipt.




          “Depositary’s Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5.





 









 








          “Depositary’s Office” shall mean the principal office of the Depositary in New York, New York,
at which at any particular time its depositary receipt business shall be administered.




          “Officer’s Certificate” means a certificate in substantially the form set forth as Exhibit B
hereto, which is signed by an officer of the Corporation and which shall include the terms and
conditions of the Series B Preferred Stock to be issued by the Corporation and deposited with the
Depositary from time to time in accordance with the terms hereof.




          “Receipt” shall mean one of the depositary receipts issued hereunder, substantially in the
form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the
number of Depositary Shares with respect to the Series B Preferred Stock held of record by the
Record Holder of such Depositary Shares.




          “Record Holder” or “Holder” as applied to a Receipt shall mean the person in whose name such
Receipt is registered on the books of the Depositary maintained for such purpose.




          “Registrar” shall mean the Depositary or such other successor bank or trust company which
shall be appointed by the Corporation to register ownership and transfers of Receipts as herein
provided and if a successor Registrar shall be so appointed, references herein to “the books” of or
maintained by the Depository shall be deemed, as applicable, to refer as well to the register
maintained by such Registrar for such purpose.




          “Securities Act” shall mean the Securities Act of 1933, as amended.




          “Series B Preferred Stock” shall mean the shares of the Corporation’s Series B Non-Cumulative
Perpetual Preferred Stock, $1.00 par value, with a liquidation preference of $25,000 per share,
designated in the Certificate and described in the Officer’s Certificate delivered pursuant to
Section 2.2 hereof.




ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SERIES B PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER

AND REDEMPTION OF RECEIPTS





               Section 2.1. Form and Transfer of Receipts.



          The definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to
this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided
and shall be engraved or otherwise prepared so as to comply with applicable rules of the New York
Stock Exchange Inc. Pending the preparation of definitive Receipts, the Depositary, upon the
written order of the Corporation, delivered in compliance with Section 2.2, shall execute and
deliver temporary Receipts which may be printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine, as evidenced by their execution of
such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause
definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive




2









 







Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of
the temporary Receipts at an office described in the penultimate paragraph of Section 2.2, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same
number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Corporation’s expense and without any charge therefor. Until so
exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this
Agreement as definitive Receipts.




          Receipts shall be executed by the Depositary by the manual signature of a duly authorized
officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the
Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned
by manual signature by a duly authorized officer of the Registrar. No Receipt shall be entitled to
any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall
have been executed manually by a duly authorized officer of the Depositary or, if a Registrar for
the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile
signature of a duly authorized officer of the Depositary and countersigned by manual signature by a
duly authorized officer of such Registrar. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.




          Receipts shall be in denominations of any number of whole Depositary Shares.




          Receipts may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be
required by the Depositary and approved by the Corporation or required to comply with any
applicable law or any regulation thereunder or with the rules and regulations of any securities
exchange upon which the Series B Preferred Stock, the Depositary Shares or the Receipts may be
listed or to conform with any usage with respect thereto, or to indicate any special limitations or
restrictions to which any particular Receipts are subject.




          Title to Depositary Shares evidenced by a Receipt which is properly endorsed or accompanied by
a properly executed instrument of transfer, shall be transferable by delivery with the same effect
as in the case of a negotiable instrument; provided, however, that until transfer of any particular
Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the
Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such
time as the absolute owner thereof for the purpose of determining the person entitled to
distributions of dividends or other distributions or to any notice provided for in this Deposit
Agreement and for all other purposes.





               Section 2.2. Deposit of Series B Preferred Stock; Execution and Delivery of Receipts in
Respect Thereof.



          Subject to the terms and conditions of this Deposit Agreement, the Corporation may from time
to time deposit shares of Series B Preferred Stock under this Deposit Agreement by delivery to the
Depositary of a certificate or certificates for such shares of Series B Preferred Stock to be
deposited, properly endorsed or accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, in form satisfactory to the Depositary, together




3









 







with all
such certifications as may be required by the Depositary in accordance with the provisions of this
Deposit Agreement and an executed Officer’s Certificate attaching the Certificate and all other
information required to be set forth therein, and together with a written order of the Corporation
directing the Depositary to execute and deliver to, or upon the written order of, the person or
persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of
Depositary Shares representing such deposited Series B Preferred Stock. Each Officer’s Certificate
delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be deemed
to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the
Depositary and the Holders of Receipts to which such Officer’s Certificate relates.




          The Series B Preferred Stock that is deposited shall be held by the Depositary at the
Depositary’s Office or at such other place or places as the Depositary shall determine. The
Depositary shall not lend any Series B Preferred Stock deposited hereunder.




          Upon receipt by the Depositary of a certificate or certificates for Series B Preferred Stock
deposited in accordance with the provisions of this Section, together with the other documents
required as above specified, and upon recordation of the Series B Preferred Stock on the books of
the Corporation (or its duly appointed transfer agent) in the name of the Depositary or its
nominee, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver to or upon the order of the person or persons named in the written order
delivered to the Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts evidencing in the aggregate the number of Depositary Shares representing the Series B
Preferred Stock so deposited and registered in such name or names as may be requested by such
person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at
other offices shall be at the risk and expense of the person requesting such delivery.





               Section 2.3. Registration of Transfer of Receipts.



          Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register
on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in
person or by duly authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts
evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person
entitled thereto.





               Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of
Series B Preferred Stock.



          Upon surrender of a Receipt or Receipts at the Depositary’s Office or at such other offices as
it may designate for the purpose of effecting a split-up or combination of such Receipt or
Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary shall
execute a new Receipt or Receipts in the authorized denomination or denominations requested,
evidencing the aggregate number of Depositary Shares evidenced by the Receipt or Receipts




4









 







surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of
the Receipt or Receipts so surrendered.




          Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series B
Preferred Stock and all money and other property, if any, represented thereby by surrendering such
Receipt or Receipts at the Depositary’s Office or at such other offices as the Depositary may
designate for such withdrawals. Thereafter, without unreasonable delay, the Depositary shall
deliver to such Holder, or to the person or persons designated by such Holder as hereinafter
provided, the number of whole shares of Series B Preferred Stock and all money and other property,
if any, represented by the Receipt or Receipts so surrendered for withdrawal, but Holders of such
whole shares of Series B Preferred Stock will not thereafter be entitled to deposit such Series B
Preferred Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a
Receipt delivered by the Holder to the Depositary in connection with such withdrawal shall evidence
a number of Depositary Shares in excess of the number of Depositary Shares representing the number
of whole shares of Series B Preferred Stock, Depositary shall at the same time, in addition to such
number of whole shares of Series B Preferred Stock and such money and other property, if any, to be
so withdrawn, deliver to such Holder, or subject to Section 2.3 upon his order, a new Receipt
evidencing such excess number of Depositary Shares.




          In no event will fractional shares of Series B Preferred Stock (or any cash payment in lieu
thereof) be delivered by the Depositary. Delivery of the Series B Preferred Stock and money and
other property, if any, being withdrawn may be made by the delivery of such certificates, documents
of title and other instruments as the Depositary may deem appropriate.




          If the Series B Preferred Stock and the money and other property, if any, being withdrawn are
to be delivered to a person or persons other than the Record Holder of the related Receipt or
Receipts being surrendered for withdrawal of such Series B Preferred Stock, such Holder shall
execute and deliver to the Depositary a written order so directing the Depositary and the
Depositary may require that the Receipt or Receipts surrendered by such Holder for withdrawal of
such shares of Series B Preferred Stock be properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank.




          Delivery of the Series B Preferred Stock and the money and other property, if any, represented
by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office,
except that, at the request, risk and expense of the Holder surrendering such Receipt or Receipts
and for the account of the Holder thereof, such delivery may be made at such other place as may be
designated by such Holder.





               Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of
Receipts.



          As a condition precedent to the execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents
or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of
any charges or expenses payable by the Holder of a Receipt pursuant to Section 5.7, may require the
production of evidence satisfactory to it as to the identity and




5









 







genuineness of any signature, and
may also require compliance with such regulations, if any, as the Depositary or the Corporation may
establish consistent with the provisions of this Deposit Agreement and/or applicable law.




          The deposit of the Series B Preferred Stock may be refused, the delivery of Receipts against
Series B Preferred Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended
(i) during any period when the register of stockholders of the Corporation is closed or (ii) if any
such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or
the Corporation at any time or from time to time because of any requirement of law or of any
government or governmental body or commission or under any provision of this Deposit Agreement.





               Section 2.6. Lost Receipts, etc.



          In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its
discretion may execute and deliver a Receipt of like form and tenor in exchange and substitution
for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen
Receipt, upon (i) the filing by the Holder thereof with the Depositary of evidence satisfactory to
the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof
and of his or her ownership thereof and (ii) the Holder thereof furnishing of the Depositary with
reasonable indemnification satisfactory to the Depositary.





               Section 2.7. Cancellation and Destruction of Surrendered Receipts.



          All Receipts surrendered to the Depositary or any Depositary’s Agent shall be cancelled by the
Depositary. Except as prohibited by applicable law or regulation, the Depositary is authorized and
directed to destroy all Receipts so cancelled.





               Section 2.8. Redemption of Series B Preferred Stock.



          Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B
Preferred Stock in accordance with the terms of the Certificate, it shall (unless otherwise agreed
to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30
days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date
of such proposed redemption of Series B Preferred Stock and of the number of such shares held by
the Depositary to be so redeemed and the applicable redemption price, which notice shall be
accompanied by a certificate from the Corporation stating that such redemption of Series B
Preferred Stock is in accordance with the provisions of the Certificate. On the date of such
redemption, provided that the Corporation shall then have paid or caused to be paid in full to the
Depositary the redemption price of the Series B Preferred Stock to be redeemed, plus an amount
equal to any declared and unpaid dividends thereon to the date




6









 







fixed for redemption, in accordance
with the provisions of the Certificate, the Depositary shall redeem the number of Depositary Shares
representing such Series B Preferred Stock. The Depositary shall mail notice of the Corporation’s
redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of
Depositary Shares representing the Series B Preferred Stock to be redeemed by first-class mail,
postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for
redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the
Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their
respective last addresses as they appear on the records of the Depositary; but neither failure to
mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect
in any notice of redemption of Depositary Shares to one or more such Holders shall affect the
sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be
prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary
Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be
redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the
redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to
be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series
B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such
Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be so redeemed shall be selected either pro rata 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.




          Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date
(unless the Corporation shall have failed to provide the funds necessary to redeem the Series B
Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the
shares of Series B Preferred Stock so called for Redemption shall cease to accrue from and after
such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer
to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares
(except the right to receive the redemption price) shall, to the extent of such Depositary Shares,
cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the
Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned
for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall
be redeemed by the Depositary at a redemption price per Depositary Share equal to one-one
thousandth of the redemption price per share of Series B Preferred Stock so redeemed plus all money
and other property, if any, represented by such Depositary Shares, including all amounts paid by
the Corporation in respect of dividends which on the Redemption
Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have
not therefore been paid.




          If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption,
the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary,
together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by
such prior Receipt and not called for redemption.




ARTICLE III

CERTAIN OBLIGATIONS OF

HOLDERS OF RECEIPTS AND THE CORPORATION





               Section 3.1. Filing Proofs, Certificates and Other Information.



          Any Holder of a Receipt may be required from time to time to file such proof of residence, or
other matters or other information, to execute such certificates and to make such




7









 







representations
and warranties as the Depositary or the Corporation may reasonably deem necessary or proper. The
Depositary or the Corporation may withhold the delivery, or delay the registration of transfer or
redemption, of any Receipt or the withdrawal of the Series B Preferred Stock represented by the
Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other
distribution or the sale of any rights or of the proceeds thereof until such proof or other
information is filed or such certificates are executed or such representations and warranties are
made.





               Section 3.2. Payment of Taxes or Other Governmental Charges.



          Holders of Receipts shall be obligated to make payments to the Depositary of certain charges
and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal
of Series B Preferred Stock and all money or other property, if any, represented by the Depositary
Shares evidenced by such Receipt may be refused until any such payment due is made, and any
dividends, interest payments or other distributions may be withheld or any part of or all the
Series B Preferred Stock or other property represented by the Depositary Shares evidenced by such
Receipt and not theretofore sold may be sold for the account of the Holder thereof (after
attempting by reasonable means to notify such Holder prior to such sale), and such dividends,
interest payments or other distributions or the proceeds of any such sale may be applied to any
payment of such charges or expenses, the Holder of such Receipt remaining liable for any
deficiency.





               Section 3.3. Warranty as to Series B Preferred Stock.



          The Corporation hereby represents and warrants that the Series B Preferred Stock, when issued,
will be duly authorized, validly issued, fully paid and nonassessable. Such
representation and warranty shall survive the deposit of the Series B Preferred Stock and the
issuance of the related Receipts.





               Section 3.4. Warranty as to Receipts.



          The Corporation hereby represents and warrants that the Receipts, when issued, will represent
legal and valid interests in the Series B Preferred Stock. Such representation and warranty shall
survive the deposit of the Series B Preferred Stock and the issuance of the Receipts.




ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES





               Section 4.1. Cash Distributions.



          Whenever the Depositary shall receive any cash dividend or other cash distribution on the
Series B Preferred Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to
Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such
dividend or distribution as are, as nearly as practicable, in proportion to the respective numbers
of Depositary Shares evidenced by the Receipts held by such Holders; provided, however, that in
case the Corporation or the Depositary shall be required to withhold and shall withhold from any
cash dividend or other cash distribution in respect of the Series B Preferred Stock an amount on
account of taxes, the amount made available for distribution or distributed in respect of
Depositary




8









 







Shares shall be reduced accordingly. The Depositary shall distribute or make available
for distribution, as the case may be, only such amount, however, as can be distributed without
attributing to any Holder of Receipts a fraction of one cent, and any balance not so distributable
shall be held by the Depositary (without liability for interest thereon) and shall be added to and
be treated as part of the next sum received by the Depositary for distribution to Record Holders of
Receipts then outstanding. Each Holder of a Receipt shall provide the Depositary with its certified
tax identification number on a properly completed Form W-8 or W-9, as may be applicable. Each
Holder of a Receipt acknowledges that, in the event of non-compliance with the preceding sentence,
the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a
portion of any of the distributions to be made hereunder.





               Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges.



          Whenever the Depositary shall receive any distribution other than cash, rights, preferences or
privileges upon the Series B Preferred Stock, the Depositary shall, subject to Sections 3.1 and
3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of the securities or property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such
Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing
such distribution. If in the opinion of the Depositary such distribution cannot be
made proportionately among such Record Holders, or if for any other reason (including any
requirement that the Corporation or the Depositary withhold an amount on account of taxes) the
Depositary deems, after consultation with the Corporation, such distribution not to be feasible,
the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable
and practicable for the purpose of effecting such distribution, including the sale (at public or
private sale) of the securities or property thus received, or any part thereof, in a commercially
reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be
distributed or made available for distribution, as the case may be, by the Depositary to Record
Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The
Corporation shall not make any distribution of such securities or property to the Depositary and
the Depositary shall not make any distribution of such securities or property to the Holders of
Receipts unless the Corporation shall have provided an opinion of counsel stating that such
securities or property have been registered under the Securities Act or do not need to be
registered in connection with such distributions.





               Section 4.3. Subscription Rights, Preferences or Privileges.



          If the Corporation shall at any time offer or cause to be offered to the persons in whose
names the Series B Preferred Stock is recorded on the books of the Corporation any rights,
preferences or privileges to subscribe for or to purchase any securities or any rights, preferences
or privileges of any other nature, such rights, preferences or privileges shall in each such
instance be made available by the Depositary to the Record Holders of Receipts in such manner as
the Depositary may determine, either by the issue to such Record Holders of warrants representing
such rights,




9









 







preferences or privileges or by such other method as may be approved by the Depositary
in its discretion with the approval of the Corporation; provided, however, that (i) if at the time
of issue or offer of any such rights, preferences or privileges the Depositary determines that it
is not lawful or (after consultation with the Corporation) not feasible to make such rights,
preferences or privileges available to Holders of Receipts by the issue of warrants or otherwise,
or (ii) if and to the extent so instructed by Holders of Receipts who do not desire to exercise
such rights, preferences or privileges, then the Depositary, in its discretion (with approval of
the Corporation, in any case where the Depositary has determined that it is not feasible to make
such rights, preferences or privileges available), may, if applicable laws or the terms of such
rights, preferences or privileges permit such transfer, sell such rights, preferences or privileges
at public or private sale, at such place or places and upon such terms as it may deem proper. The
net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed by the
Depositary to the Record Holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash.




          The Corporation shall notify the Depositary whether registration under the Securities Act of
the securities to which any rights, preferences or privileges relate is required in order for
Holders of Receipts to be offered or sold the securities to which such rights, preferences or
privileges relate, and the Corporation agrees with the Depositary that it will file promptly a
registration statement pursuant to the Securities Act with respect to such rights, preferences or
privileges and securities and use its best efforts and take all steps available to it to cause such
registration statement to become effective sufficiently in advance of the expiration of such
rights,
preferences or privileges to enable such Holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the Holders of Receipts any right,
preference or privilege to subscribe for or to purchase any securities unless and until such
registration statement shall have become effective, or the Corporation shall have provided to the
Depositary an opinion of counsel to the effect that the offering and sale of such securities to the
Holders are exempt from registration under the provisions of the Securities Act.




          The Corporation shall notify the Depositary whether any other action under the laws of any
jurisdiction or any governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to Holders of Receipts, and
the Corporation agrees with the Depositary that the Corporation will use its reasonable best
efforts to take such action or obtain such authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or privileges to enable such Holders to exercise such
rights, preferences or privileges.





               Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.



          Whenever any cash dividend or other cash distribution shall become payable or any distribution
other than cash shall be made, or if rights, preferences or privileges shall at any time be
offered, with respect to the Series B Preferred Stock, or whenever the Depositary shall receive
notice of any meeting at which holders of the Series B Preferred Stock are entitled to vote or of
which holders of the Series B Preferred Stock are entitled to notice, or whenever the Depositary
and the Corporation shall decide it is appropriate, the Depositary shall in each such instance fix
a record date (which shall be the same date as the record date fixed by the Corporation with
respect to or otherwise in accordance with the terms of the Series B Preferred Stock) for the
determination of the Holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give
instructions for the




10









 







exercise of voting rights at any such meeting, or who shall be entitled to
notice of such meeting or for any other appropriate reasons.





               Section 4.5. Voting Rights.



          Subject to the provisions of the Certificate, upon receipt of notice of any meeting at which
the holders of the Series B Preferred Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the Record Holders of Receipts a notice prepared by the Corporation
which shall contain (i) such information as is contained in such notice of meeting and (ii) a
statement that the Holders may, subject to any applicable restrictions, instruct the Depositary as
to the exercise of the voting rights pertaining to the amount of Series B Preferred Stock
represented by their respective Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a discretionary proxy to a person designated by
the Corporation) and a brief statement as to the manner in which such instructions may be given.
Upon the written request of the Holders of Receipts on the relevant record date, the Depositary
shall
endeavor insofar as practicable to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares of Series B Preferred
Stock represented by the Depositary Shares evidenced by all Receipts as to which any particular
voting instructions are received. The Corporation hereby agrees to take all reasonable action which
may be deemed necessary by the Depositary in order to enable the Depositary to vote such Series B
Preferred Stock or cause such Series B Preferred Stock to be voted. In the absence of specific
instructions from Holders of Receipts, the Depositary will vote the Series B Preferred Stock
represented by the Depositary Shares evidenced by the Receipts of such Holders proportionately with
votes cast pursuant to instructions received from the other Holders.





               Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations,
etc.



          Upon any change in par or stated value, split-up, combination or any other reclassification of
the Series B Preferred Stock, subject to the provisions of the Certificate, or upon any
recapitalization, reorganization, merger or consolidation affecting the Corporation or to which it
is a party, the Depositary may in its discretion with the approval of, and shall upon the
instructions of, the Corporation, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an
interest represented by one Depositary Share in one share of Series B Preferred Stock and in the
ratio of the redemption price per Depositary Share to the redemption price per share of Series B
Preferred Stock, in each case as may be necessary fully to reflect the effects of such change in
par or stated value, split-up, combination or other reclassification of the Series B Preferred
Stock, or of such recapitalization, reorganization, merger or consolidation and (ii) treat any
securities which shall be received by the Depositary in exchange for or upon conversion of or in
respect of the Series B Preferred Stock as new deposited securities so received in exchange for or
upon conversion or in respect of such Series B Preferred Stock. In any such case the Depositary may
in its discretion, with the approval of the Corporation, execute and deliver additional Receipts or
may call for the surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited securities. Anything to the contrary herein
notwithstanding, Holders of Receipts shall have the right from and after the effective date of any
such change in par or stated value, split-up, combination or other reclassification of the Series B
Preferred Stock or




11









 







any such recapitalization, reorganization, merger or consolidation to surrender
such Receipts to the Depositary with instructions to convert, exchange or surrender the Series B
Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of
shares and other securities and property and cash into which the Series B Preferred Stock
represented by such Receipts might have been converted or for which such Series B Preferred Stock
might have been exchanged or surrendered immediately prior to the effective date of such
transaction.





               Section 4.7. Delivery of Reports.



          The Depositary shall furnish to Holders of Receipts any reports and communications received
from the Corporation which is received by the Depositary and which the Corporation is required to
furnish to the holders of the Series B Preferred Stock.





               Section 4.8. Lists of Receipt Holders.



          Reasonably promptly upon request from time to time by the Corporation, at the sole expense of
the Corporation, the Depositary shall furnish to it a list, as of the most recent practicable date,
of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts.




ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S

AGENTS, THE REGISTRAR AND THE CORPORATION





               Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.



          Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s
Office, facilities for the execution and delivery, registration and registration of transfer,
surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in
accordance with the provisions of this Deposit Agreement.




          The Depositary shall keep books at the Depositary’s Office for the registration and
registration of transfer of Receipts, which books at all reasonable times shall be open for
inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise
such right shall certify to the Depositary that such inspection shall be for a proper purpose
reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the
Receipts.




          The Depositary may close such books, at any time or from time to time, when deemed expedient
by it in connection with the performance of its duties hereunder.




          The Depositary may, with the approval of the Corporation, appoint a Registrar for registration
of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary
Shares evidenced thereby or the Series B Preferred Stock represented by such Depositary Shares
shall be listed on one or more national securities exchanges, the Depositary will appoint a
Registrar (acceptable to the Corporation) for registration of the Receipts or Depositary




12









 







Shares in
accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if
so permitted by the requirements of any such exchange) may be removed and a substitute registrar
appointed by the Depositary upon the request or with the approval of the Corporation. If the
Receipts, Depositary Shares or Series B Preferred Stock are listed on one or more other securities
exchanges, the Depositary will, at the request of the Corporation, arrange
such facilities for the delivery, registration, registration of transfer, surrender and
exchange of the Receipts, Depositary Shares or Series B Preferred Stock as may be required by law
or applicable securities exchange regulation.





               Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents,
the Registrar or the Corporation.



          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall
incur any liability to any Holder of Receipt if by reason of any provision of any present or future
law, or regulation thereunder, of the United States of America or of any other governmental
authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of
any provision, present or future, of the Corporation’s Restated Certificate of Incorporation
(including the Certificate) or by reason of any act of God or war or other circumstance beyond the
control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the
Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing
or performing any act or thing which the terms of this Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur
liability to any Holder of a Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall
provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to
exercise, any discretion provided for in this Deposit Agreement except as otherwise explicitly set
forth in this Deposit Agreement.





               Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the
Corporation.



          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation
assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders
of Receipts other than for its negligence, willful misconduct or bad faith. Notwithstanding
anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor
any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental,
indirect or consequential losses or damages of any kind whatsoever (including but not limited to
lost profits).




          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall
be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in
respect of the Series B Preferred Stock, the Depositary Shares or the Receipts which in its opinion
may involve it in expense or liability unless indemnity satisfactory to it against all expense and
liability be furnished as often as may be required.




          Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall
be liable for any action or any failure to act by it in reliance upon the written




13









 







advice of legal
counsel or accountants, or information from any person presenting Series B Preferred Stock for
deposit, any Holder of a Receipt or any other person believed by it in good
faith to be competent to give such information. The Depositary, any Depositary’s Agent, any
Registrar and the Corporation may each rely and shall each be protected in acting upon or omitting
to act upon any written notice, request, direction or other document believed by it to be genuine
and to have been signed or presented by the proper party or parties.




          The Depositary will indemnify the Corporation against any liability which may directly arise
out of acts performed or omitted by the Depositary or any Depositary Agent due to its or their
negligence, willful misconduct or bad faith.




          The Depositary shall not be responsible for any failure to carry out any instruction to vote
any of the shares of Series B Preferred Stock or for the manner or effect of any such vote made, as
long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and
any Registrar shall be required to undertake, to perform such duties and only such duties as are
specifically set forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Depositary or any Registrar.




          The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of
securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as
transfer agent or registrar of any of the securities of the Corporation and its affiliates.




          The Depositary shall not be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the Receipts, the
Depositary Shares or the Series B Preferred Stock nor shall it be obligated to segregate such
monies from other monies held by it, except as required by law. The Depositary shall not be
responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation
to make any payments if it has not timely received sufficient funds to make timely payments.




          In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any
notice, instruction, direction, request or other communication, paper or document received by the
Depositary hereunder, or in the administration of any of the provisions of this Agreement, the
Depositary shall deem it necessary or desirable that a matter be proved or established prior to
taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole
discretion upon written notice to the Corporation, refrain from taking any action and shall be
fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or
any other person or entity for refraining from taking such action, unless the Depositary receives
written instructions or a certificate signed by the Corporation which eliminates such ambiguity or
uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable
matter to the satisfaction of the Depositary.





               Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary.



          The Depositary may at any time resign as Depositary hereunder by delivering notice of its
election to do so to the Corporation, such resignation to take effect upon the




14









 







appointment of a
successor Depositary and its acceptance of such appointment as hereinafter provided.




          The Depositary may at any time be removed by the Corporation by notice of such removal
delivered to the Depositary, such removal to take effect upon the appointment of a successor
Depositary hereunder and its acceptance of such appointment as hereinafter provided.




          In case at any time the Depositary acting hereunder shall resign or be removed, the
Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as
the case may be, appoint a successor Depositary, which shall be a bank or trust company having its
principal office in the United States of America and having a combined capital and surplus of at
least $50,000,000. If no successor Depositary shall have been so appointed and have accepted
appointment within 60 days after delivery of such notice, the resigning or removed Depositary may
petition any court of competent jurisdiction for the appointment of a successor Depositary. Every
successor Depositary shall execute and deliver to its predecessor and to the Corporation an
instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the written request of the
Corporation, shall promptly execute and deliver an instrument transferring to such successor all
rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Series B Preferred Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the Record Holders of all outstanding
Receipts and such records, books and other information in its possession relating thereto. Any
successor Depositary shall promptly mail notice of its appointment to the Record Holders of
Receipts.




          Any entity into or with which the Depositary may be merged, consolidated or converted shall be
the successor of the Depositary without the execution or filing of any document or any further act,
and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or its own name as successor Depositary.





               Section 5.5. Corporate Notices and Reports.



          The Corporation agrees that it will deliver to the Depositary, and the Depositary will,
promptly after receipt thereof, transmit to the Record Holders of Receipts, in each case at the
addresses recorded in the Depositary’s books, copies of all notices and reports (including without
limitation financial statements) required by law, by the rules of any national securities exchange
upon which the Series B Preferred Stock, the Depositary Shares or the Receipts are listed or by the
Corporation’s Restated Certificate of Incorporation (including the Certificate), to be furnished to
the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the
Corporation will provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request. In addition, the Depositary will transmit to the Record Holders
of Receipts at the Corporation’s expense such other documents as may be requested by the
Corporation.




15









 









               Section 5.6. Indemnification by the Corporation.



          Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary,
any Depositary’s Agent and any Registrar (including each of their officers, directors, agents and
employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability
or expense (including the reasonable costs and expenses of defending itself) which may arise out of
acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts
by the Depositary, any Registrar or any of their respective agents (including any Depositary’s
Agent) and any transactions or documents contemplated hereby, except for any liability arising out
of negligence, willful misconduct or bad faith on the respective parts of any such person or
persons. The obligations of the Corporation set forth in this Section 5.6 shall survive any
succession of any Depositary, Registrar or Depositary’s Agent.





               Section 5.7. Fees, Charges and Expenses.



          The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with
the Corporation for all services rendered by the Depositary hereunder and to reimburse the
Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and
expenses) incurred by the Depositary without negligence, willful misconduct or bad faith on its
part (or on the part of any agent or Depositary Agent) in connection with the services rendered by
it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the
Depositary in connection with the initial deposit of the Series B Preferred Stock and the initial
issuance of the Depositary Shares, all withdrawals of shares of Series B Preferred Stock by owners
of Depositary Shares, and any redemption or exchange of the Series B Preferred Stock at the option
of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. All other transfer and other
taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by
Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for
which the Corporation is not otherwise liable hereunder, such Holder will be liable for such
charges and expenses; provided, however, that the Depositary may, at its sole option, require a
Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to
incur at the request of such Holder of Receipts. The Depositary shall present its statement for
charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may
agree.




ARTICLE VI

AMENDMENT AND TERMINATION





               Section 6.1. Amendment.



     The form of the Receipts and any provisions of this Deposit Agreement may at any time and from
time to time be amended by agreement between the Corporation and the Depositary in any respect
which they may deem necessary or desirable; provided, however, that no such amendment which shall
materially and adversely alter the rights of the Holders of Receipts shall be
effective against the Holders of Receipts unless such amendment shall have been approved by
the Holders of Receipts representing in the aggregate at least a two-thirds majority of the
Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any such
amendment



16









 




becomes effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Depositary Agreement as amended thereby. In no event
shall any amendment impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article
III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares
to the Depositary with instructions to deliver to the Holder the Series B Preferred Stock and all
money and other property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law or the rules and regulations of any governmental body, agency or
commission, or applicable securities exchange.





               Section 6.2. Termination.



          This Agreement may be terminated by the Corporation or the Depositary only if (i) all
outstanding Depositary Shares issued hereunder have been redeemed pursuant to Section 2.8, (ii)
there shall have been made a final distribution in respect of the Series B Preferred Stock in
connection with any liquidation, dissolution or winding up of the Corporation and such distribution
shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to
Section 4.1 or 4.2, as applicable or (iii) upon the consent of Holders of Receipts representing in
the aggregate not less than two-thirds of the Depositary Shares outstanding.




          Upon the termination of this Deposit Agreement, the Corporation shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the Depositary, any
Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.




ARTICLE VII

MISCELLANEOUS





               Section 7.1. Counterparts.



          This Deposit Agreement may be executed in any number of counterparts, and by each of the
parties hereto on separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.





               Section 7.2. Exclusive Benefit of Parties.



          This Deposit Agreement is for the exclusive benefit of the parties hereto, and their
respective successors hereunder, and shall not be deemed to give any legal or equitable right,
remedy or claim to any other person whatsoever.





               Section 7.3. Invalidity of Provisions.



          In case any one or more of the provisions contained in this Deposit Agreement or in the
Receipts should be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein or therein shall in no way
be affected, prejudiced or disturbed thereby.




17









 









               Section 7.4. Notices.



          Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by
telegram or facsimile transmission or electronic mail, confirmed by letter, addressed to the
Corporation at





U.S. Bancorp

800 Nicollet Mall

Minneapolis, Minnesota 55402

Attention: Treasury Department

Facsimile No.: (612) 303-1338


or at any other addresses of which the Corporation shall have notified the Depositary in writing.




          Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by
facsimile transmission confirmed by letter, addressed to the Depositary at the Depositary’s Office
at





U.S. Bank National Association

100 Wall Street

New York, New York 10005

Attention: Corporate Trust Services

Facsimile No.: (212) 509-3384


or at any other address of which the Depositary shall have notified the Corporation in writing.




          Any and all notices to be given to any Record Holder of a Receipt hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or
sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at
the address of such Record Holder as it appears on the books of the Depositary, or if such Holder
shall have timely filed with the Depositary a written request that notices intended for such Holder
be mailed to some other address, at the address designated in such request.




          Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected
at the time when a duly addressed letter containing the same (or a confirmation thereof in the case
of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. The
Depositary or the Corporation may, however, act upon any facsimile transmission received by it from
the other or from any Holder of a Receipt, notwithstanding that such facsimile transmission shall
not subsequently be confirmed by letter or as aforesaid.





               Section 7.5. Depositary’s Agents.



          The Depositary may from time to time appoint Depositary’s Agents to act in any respect for the
Depositary for the purposes of this Deposit Agreement and may at any time appoint additional
Depositary’s Agents and vary or terminate the appointment of such Depositary’s Agents. The
Depositary will promptly notify the Corporation of any such action.




18









 









               Section 7.6. Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in
Respect of the Series B Preferred Stock.



          Unless otherwise set forth on the Officer’s Certificate delivered pursuant to Section 2.2
hereof, the Corporation hereby appoints U.S. Bank National Association as registrar, dividend
disbursing agent and redemption agent in respect of the Series B Preferred Stock deposited with the
Depositary hereunder, and U.S. Bank National Association hereby accepts such appointments. With
respect to the appointments of U.S. Bank National Association as registrar, dividend disbursing
agent and redemption agent in respect of the Series B Preferred Stock, each of the Corporation and
U.S. Bank National Association, in their respective capacities under such appointments, shall be
entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary
hereunder, respectively, as if explicitly named in each such provision.





               Section 7.7. Appointment of Calculation Agent.



          The Officer’s Certificate referred to in Section 2.2 hereof shall set forth the name of the
calculation agent, if any, with respect to calculating the amount of dividends to be paid with
respect to the Series B Preferred Stock, and if the Officer’s Certificate names U.S. Bank National
Association as calculation agent, it shall be deemed to be appointed as calculation agent only if
U.S. Bank National Association has accepted such appointment in writing as agreed between U.S. Bank
National Association and the Corporation. If U.S. Bank National Association is appointed as such
calculation agent, each of the Corporation and such calculation agent, in their respective
capacities under such appointment, shall be entitled to the same rights, indemnities, immunities
and benefits as the Corporation and Depositary hereunder, respectively, as if explicitly named in
each such provision. Also, if U.S. Bank National Association is appointed as such calculation
agent, it shall be entitled to receive a description of the calculations required under the Series
B Preferred Stock and the categories of information under which it is entitled to seek guidance
from
the Corporation. In furtherance thereof, such calculation agent may seek guidance from the
Corporation with one day notice in making any determinations thereunder.





               Section 7.8. Holders of Receipts Are Parties.


The Holders of Receipts from time to time shall be parties to this Deposit Agreement and shall be
bound by all of the terms and conditions hereof and of the Receipts and of the Officer’s
Certificate by acceptance of delivery thereof.





               Section 7.9. Governing Law.



          This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder
and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws
of the State of New York without giving effect to applicable conflicts of law principles.





               Section 7.10. Inspection of Deposit Agreement.



          Copies of this Deposit Agreement shall be filed with the Depositary and the Depositary’s
Agents and shall be open to inspection during business hours at the Depositary’s Office and the
respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt.




19









 










               Section 7.11. Headings.



          The headings of articles and sections in this Deposit Agreement and in the form of the Receipt
set forth in Exhibit A hereto have been inserted for convenience only and are not to be regarded as
a part of this Deposit Agreement or the Receipts or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.





[Remainder
of page intentionally left blank; signature page follows.]





20









 







          IN WITNESS WHEREOF, the Corporation and the Depositary have duly executed this Agreement as of
the day and year first above set forth, and all Holders of Receipts shall become parties hereto by
and upon acceptance by them of delivery of Receipts issued in accordance with the terms hereof.




	 	 	 	 	 
	 	 	U.S. BANCORP
	 
	 	 	 	 
	 

	 	By:
	 	          /s/ Kenneth D. Nelson
	 

	 	 	 	 
	 

	 	 	 	Name: Kenneth D. Nelson
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	U.S. Bank National Association






	 	 	 	 	 
	 

	 	Attested by
	 	   /s/ Patrick A. Crowley
	 

	 	 	 	 
	 

	 	 	 	  Name: Patrick A. Crowley
	 

	 	 	 	  Title: Vice President





21








 





EXHIBIT A




[FORM OF FACE OF RECEIPT]



Unless this receipt is presented by an authorized representative of The Depository Trust Company, a
New York corporation (“DTC”), to U.S. Bancorp or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.




DEPOSITARY SHARES

DR

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH

REPRESENTING ONE-ONE THOUSANDTH OF ONE SHARE OF

SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK,

OF

U.S. BANCORP

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP                     

SEE REVERSE FOR CERTAIN DEFINITIONS




          U.S. Bank National Association, as Depositary (the “Depositary”), hereby certifies that Cede &
Co. is the registered owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share
representing one-thousand of one share of Series B Non-Cumulative Perpetual Preferred Stock,
liquidation preference $25,000 per share, par value $1.00 per share (the “Series B Preferred
Stock”), of U.S. Bancorp, a Delaware corporation (the “Corporation”), on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of
March 27, 2006 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders
from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder
hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit
Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to
any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by
the manual signature of a duly authorized officer or, if executed in facsimile by the Depositary,
countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a
duly authorized officer thereof.




Dated:




U.S. Bank National Association, Depositary




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 





Authorized Officer




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[FORM OF REVERSE OF RECEIPT]




U.S. BANCORP




          U.S. BANCORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE
DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF THE SERIES B
NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF U.S. BANCORP. ANY SUCH REQUEST IS TO BE ADDRESSED TO
THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.




          The Corporation will furnish without charge to each receiptholder who so requests the powers,
designations, preferences and relative, participating, optional or other special rights of each
class of stock or series thereof of the Corporation, and the qualifications, limitations or
restrictions of such preferences and/or rights. Such request may be made to the Corporation or to
the Registrar.




EXPLANATION OF ABBREVIATIONS




          The following abbreviations when used in the form of ownership on the face of this certificate
shall be construed as though they were written out in full according to applicable laws or
regulations. Abbreviations in addition to those appearing below may be used.




	 	 	 	 	 	 	 
	Abbreviation	 	Equivalent Phrase	 	Abbreviation	 	Equivalent Phrase
	JT TEN

	 	As joint tenants,
with right of
survivorship and
not as tenants in
common
	 	TEN BY ENT
	 	As tenants by the entireties
	TEN IN COM

	 	As tenants in common
	 	UNIF GIFT MIN ACT
	 	Uniform Gifts to
Minors Act






	 	 	 	 	 	 	 	 	 	 	 
	Abbreviation	 	Equivalent Word	 	Abbreviation	 	Equivalent Word	 	Abbreviation	 	Equivalent Word
	ADM

	 	Administrator(s),

Administratrix
	 	EX
	 	Executor(s),

Executrix
	 	PAR
	 	Paragraph
	AGMT

	 	Agreement
	 	FBO
	 	For the benefit of
	 	PL
	 	Public Law
	ART

	 	Article
	 	FDN
	 	Foundation
	 	TR
	 	(As) trustee(s),

for, of
	CH

	 	Chapter
	 	GDN
	 	Guardian(s)
	 	U
	 	Under
	CUST

	 	Custodian for
	 	GDNSHP
	 	Guardianship
	 	UA
	 	Under agreement
	DEC

	 	Declaration
	 	MIN
	 	Minor(s)
	 	UW
	 	Under will of, Of

will of, Under last

will & testament
	EST

	 	Estate, of Estate of	 	 	 	 	 	 	 	 






          For value received, ___hereby sell(s), assign(s) and transfer(s) unto




          INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




          PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE Depositary Shares
represented by the within Receipt, and do(es) hereby irrevocably constitute




A-2









 







and appoint ___Attorney to transfer the said Depositary Shares on the books of the within
named Depositary with full power of substitution in the premises.



Dated:



NOTICE: The signature to the assignment must correspond with the name as written upon the face of
this Receipt in every particular, without alteration or enlargement or any change whatsoever.



SIGNATURE GUARANTEED



NOTICE: If applicable, the signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations, and credit unions with membership in an
approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934.




A-3









 








EXHIBIT B




FORM OF OFFICER’S CERTIFICATE




          I,                     , [title]                     of U.S. Bancorp (the “Corporation”), hereby certify that pursuant to
the terms of a Certificate of Designations filed with the Secretary of State of the State of
Delaware on March ___, 2006 (the “Certificate of Designations”), and pursuant to resolutions
adopted by written consent of the Credit and Finance Committee of the Board of Directors of the
Corporation (the “Credit and Finance Committee”) on March 17, 2006 and resolutions adopted by
written consent of the Pricing Subcommittee of the Credit and Finance Committee on March 22, 2006,
the Corporation has established the Series B Preferred Stock which the Corporation desires to
deposit with the Depositary for the purposes of being subject to the terms and conditions of the
Deposit Agreement, dated as of March 27, 2006, by and among the Corporation, U.S. Bank National
Association and the Holders of Receipts issued thereunder from time to time (the “Deposit
Agreement”). In connection therewith, the Board of Directors or a duly authorized committee thereof
has authorized the terms and conditions with respect to the Series B Preferred Stock as described
in the Certificate of Designations attached as Annex A hereto. Any terms of the Series B Preferred
Stock that are not so described in the Certificate of Designations and any terms of the Receipts
representing such Series B Preferred Stock that are not described in the Deposit Agreement are
described below:



Aggregate Number of shares of Series B Preferred Stock issued on the day hereof:



CUSIP Number for Receipt:



Denomination of Depositary Share per
share of Series B Preferred Stock (if different than
1/1000th of a share of Series B Preferred Stock):



Redemption Provisions (if different
than as set forth in the Deposit
Agreement):



Name of Global Receipt Depositary:



Name of Registrar

with Respect to the Receipts (if

other than U.S, Bank National Association.):



Name of Registrar,

Dividend Disbursing Agent, and

Redemption Agent with Respect to the

Series B Preferred Stock (if other than U.S, Bank National Association):

Name of Calculation Agent, if any:

Special terms and conditions:



Closing date:




B-1









 





          Pursuant to the terms of the Deposit Agreement, the Corporation hereby appoints U.S. Bank
National Association as calculation agent (the “Calculation Agent”) for the Series B Preferred
Stock described in the Certificate of Designations attached hereto.




          All capitalized terms used but not defined herein shall have such meaning as ascribed thereto
in the Deposit Agreement.




          This certificate is dated March 27, 2006.




Name:




Title:




Agreed and Accepted by U.S. Bank National Association, as Calculation Agent




Name:




Title:





B-2