Exhibit 4.2


 





	Number: N-1	
    60,000 Shares

    SEE REVERSE FOR IMPORTANT NOTICE

    ON TRANSFER RESTRICTIONS AND

    OTHER INFORMATION

     

    CUSIP 902973676



 


U.S. BANCORP


 


a Corporation Organized Under the Laws
of the State of Delaware


 


THIS CERTIFIES THAT
U.S. Bank National Association, as depositary, is the owner of sixty thousand (60,000) fully paid and non-assessable shares of 3.70% Series
N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, liquidation preference of $25,000.00 per share,
of


 


U.S. Bancorp


 


(the “Corporation”) transferable
on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of
the Certificate of Incorporation and the By-laws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned
and registered by the Registrar.


 


IN WITNESS WHEREOF,
the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers.


 


	DATED	  October
    26, 2021	 	 
	 	 	 
	Countersigned and Registered:	 	 
	 	 	 
			Chairman, President and Chief Executive Officer
	 	 	 
	Registrar	(SEAL)	 
	 	 	 
	By:	 	 	 
	 	 	 	Secretary
	 	 	 	 	 






     


     


    

 


IMPORTANT NOTICE


 


The Corporation will furnish to any shareholder,
on request, without charge and in writing, a full statement of the powers, designations and any preferences, conversion and other rights,
restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock
of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class
in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the
authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport
to be complete and is subject to and qualified in its entirety by reference to the Certificate of Incorporation of the Corporation, as
amended from time to time, a copy of which will be sent without charge to each shareholder who so requests. Such request must be
made to the Secretary of the Corporation at its principal office or to the Registrar.


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT
IS LOST, STOLEN OR DESTROYED,

THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION

TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


The following abbreviations, when used in the
inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM	- as tenants in common




 


	TEN ENT	- as tenants by the entireties




 


	JT TEN	- as joint tenants with right of survivorship and not as tenants in common




 


	UNIF GIFT MIN ACT	 	(Custodian)	 
	 	Custodian	 	(Minor)
	 	 	 	 
	 	under Uniform Gifts to Minors Act   	(State)
	 
	Additional abbreviations by also be used though not in the above list.
	 	 
	FOR VALUE RECEIVED,                        	
    hereby sell, assign and transfer unto

	 	 
	 	 
	
    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)

	 
	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
	
     

    (       ) shares represented by this Certificate
    and do hereby irrevocably constitute and appoint _________ Attorney to transfer the said shares on the books of the Corporation, with
    full power of substitution in the premises.

     

    Dated:________________________________,
    _______________

	
     

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