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 October 26, 2021


 


 









     


     


    

 


TABLE OF CONTENTS


 


Page


 


ARTICLE I

DEFINED TERMS


 


		1.1	Definitions	1



 


ARTICLE II

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


 


		2.1	Form and Transfer of Receipts	2
		2.2	Deposit of Series N Preferred Stock; Execution and Delivery of Receipts in Respect Thereof	3
		2.3	Registration of Transfer of Receipts	4
		2.4	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series N Preferred Stock	4
		2.5	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	5
		2.6	Lost Receipts, etc.	6
		2.7	Cancellation and Destruction of Surrendered Receipts	6
		2.8	Redemption of Series N Preferred Stock	6



 


ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


		3.1	Filing Proofs, Certificates and Other Information	7
		3.2	Payment of Taxes or Other Governmental Charges	8
		3.3	Warranty as to Series N Preferred Stock	8
		3.4	Warranty as to Receipts	8



 


ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES


 


		4.1	Cash Distributions	8
		4.2	Distributions Other than Cash, Rights, Preferences or Privileges	9
		4.3	Subscription Rights, Preferences or Privileges	9
		4.4	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	10
		4.5	Voting Rights	11
		4.6	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	11
		4.7	Delivery of Reports	12
		4.8	Lists of Receipt Holders	12



 






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TABLE OF CONTENTS


(continued)


 


Page


 


ARTICLE V

THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


		5.1	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	12
		5.2	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Corporation	13
		5.3	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation	13
		5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	14
		5.5	Corporate Notices and Reports	15
		5.6	Indemnification by the Corporation	15
		5.7	Fees, Charges and Expenses	16



 


ARTICLE VI

AMENDMENT AND TERMINATION


 


		6.1	Amendment	16
		6.2	Termination	17



 


ARTICLE VII

MISCELLANEOUS


 


		7.1	Counterparts	17
		7.2	Exclusive Benefit of Parties	17
		7.3	Invalidity of Provisions	17
		7.4	Notices	18
		7.5	Depositary’s Agents	19
		7.6	Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series N Preferred Stock	19
		7.7	Appointment of Calculation Agent	19
		7.8	Holders of Receipts Are Parties	19
		7.9	Governing Law	19
		7.10	Inspection of Deposit Agreement	20
		7.11	Headings	20






 






    ii


     


    

 


DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT dated as of October 26, 2021,
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 N 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 N 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


 


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 N 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 twenty-fifth of one share of the Series N 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 N 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 N 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 N Preferred Stock” shall
mean the shares of the Corporation’s 3.70% Series N Fixed Rate Reset 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 N PREFERRED STOCK, EXECUTION AND

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS


 


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 any
securities exchange upon which the Series N Preferred Stock, the Depositary Shares or the Receipts may be listed. 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 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.


 






    2


     


    

 


Receipts shall be executed by the Depositary by
the manual, facsimile or electronic signature of a duly authorized officer of the Depositary. 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 or by the facsimile
or electronic signature of a duly authorized officer of the Depositary or, if a Registrar for the Receipts (other than the Depositary)
shall have been appointed, by manual, facsimile or electronic signature of a duly authorized officer of the Depositary and countersigned
by manual, facsimile or electronic 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 N 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.


 


2.2             
Deposit of Series N 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 N Preferred Stock under this Deposit Agreement by
delivery to the Depositary of a certificate or certificates for such shares of Series N 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 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 N 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.


 






    3


     


    

 


The Series N 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 N Preferred Stock deposited hereunder.


 


Upon receipt by the Depositary of a certificate
or certificates for Series N 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 N 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 N 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.


 


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 a 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.


 


2.4             
Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series N 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 surrendered, and shall deliver such new Receipt or Receipts to or upon the order of the Holder of the Receipt
or Receipts so surrendered.


 









    4


     


    

 


Any Holder of a Receipt or Receipts may withdraw
the number of whole shares of Series N 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 N 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 N Preferred Stock will not thereafter be entitled
to deposit such Series N 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 N Preferred Stock, Depositary shall at the same time, in addition
to such number of whole shares of Series N 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 N
Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Series N 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 N 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 N 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 N Preferred Stock be properly endorsed in blank or accompanied by a properly executed instrument of
transfer in blank.


 


Delivery of the Series N 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.


 


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 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.


 









    5


     


    

 


The deposit of the Series N Preferred Stock may
be refused, the delivery of Receipts against Series N 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.


 


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.


 


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.


 


2.8             
Redemption of Series N Preferred Stock.


 


Whenever the Corporation shall be permitted
and shall elect to redeem shares of Series N 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 10 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 N 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 N 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 (as defined in the Certificate) of the Series N Preferred Stock to be
redeemed in accordance with the provisions of the Certificate, the Depositary shall redeem the number of Depositary Shares
representing such Series N Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series N
Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series N Preferred
Stock to be redeemed by first-class mail, postage prepaid, not less than 10 days and not more than 60 days prior to the date fixed
for redemption of such Series N 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 N 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.


 






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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
N Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series N 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 twenty-fifth of the redemption price per share of Series N 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 N 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


 


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
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 N 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.


 






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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 N 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 N 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.


 


3.3             
Warranty as to Series N Preferred Stock.


 


The Corporation hereby represents and warrants
that the Series N 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 N Preferred Stock and the issuance of the related Receipts.


 


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 N Preferred Stock. Such representation and warranty
shall survive the deposit of the Series N Preferred Stock and the issuance of the Receipts.


 


ARTICLE
IV



THE DEPOSITED SECURITIES; NOTICES


 


4.1             
Cash Distributions.


 


Whenever the Depositary shall receive any
cash dividend or other cash distribution on the Series N 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 N Preferred Stock an amount on account of
taxes, the amount made available for distribution or distributed in respect of Depositary 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.


 






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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 N 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.


 


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 N 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, 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.


 






    9


     


    

 


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.


 


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 N Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of the Series
N Preferred Stock are entitled to vote or of which holders of the Series N 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 N 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 exercise of voting rights at any such meeting, or
who shall be entitled to notice of such meeting or for any other appropriate reasons.


 









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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 N 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 N 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 N 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 N Preferred Stock or cause such Series N Preferred Stock to be voted. In the absence of specific instructions from
Holders of Receipts, the Depositary will vote the Series N 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.


 


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 N 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 N Preferred Stock and in the ratio of the redemption price
per Depositary Share to the redemption price per share of Series N 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 N 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 N Preferred Stock as new deposited securities so
received in exchange for or upon conversion or in respect of such Series N 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 N Preferred Stock or any such recapitalization,
reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or
surrender the Series N 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 N Preferred Stock represented by such Receipts might have been
converted or for which such Series N Preferred Stock might have been exchanged or surrendered immediately prior to the effective
date of such transaction.


 






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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 N Preferred Stock.


 


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


 


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 N 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 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 N 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 N Preferred
Stock as may be required by law or applicable securities exchange regulation.


 






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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.


 


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 N 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 advice of legal counsel or accountants, or information from any person presenting Series N 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.


 






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The Depositary shall not be responsible for any
failure to carry out any instruction to vote any of the shares of Series N 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 N 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.


 


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 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.


 









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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 N 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.


 


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 N 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.


 


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.


 






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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 N Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series N Preferred
Stock by owners of Depositary Shares, and any redemption or exchange of the Series N 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


 


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 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 N 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.


 






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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 N 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


 


7.1             
Counterparts; Electronic Signatures.


 


This Deposit Agreement and any other document to
be executed in connection with 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. Delivery of this Deposit Agreement and any other document to be delivered
in connection with this Deposit Agreement by one party to the other may be made by facsimile, electronic mail or other transmission method
as permitted by applicable law, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes. A party’s electronic signature (complying with the New York Electronic Signatures
and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Deposit Agreement
or other document to be executed in connection with this Deposit Agreement shall have the same validity and effect as a signature affixed
by the party’s hand.


 


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.


 


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.


 






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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

BC-MN-H18T

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.


 









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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.


 


7.6             
Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series N 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 N 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 N 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.


 


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 N 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 N 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.


 


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.


 


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.


 






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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.


 


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.]


 









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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/ Luke R. Wippler
	 	 	Name: 	Luke
                                            R. Wippler
	 	 	Title: 	Senior Vice President and Treasurer



 


	 	U.S. Bank National Association
	 	 
	 	Attested by:  	 /s/ Beverly A. Freeney
	 	 	Name: 	Beverly A. Freeney
	 	 	Title:	Vice President




 


Signature Page to Deposit Agreement


 






     


     


    

 


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 TWENTY-FIFTH OF ONE SHARE OF

3.70% SERIES N FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK,

OF

U.S. BANCORP

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 902973BC9

SEE REVERSE FOR CERTAIN DEFINITIONS


 


U.S. Bank National Association, as depositary (the
 “Depositary”), hereby certifies that CEDE & Co. is the registered owner of [number] DEPOSITARY SHARES (“Depositary
Shares”), each Depositary Share representing one-one twenty-fifth of one share of 3.70% Series N Fixed Rate Reset Non-Cumulative
Perpetual Preferred Stock, liquidation preference $25,000 per share, par value $1.00 per share (the “Series N 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 October 26, 2021 (the “Deposit Agreement”), among the Corporation, the
Depositary and the Holders (as defined in the Deposit Agreement) 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, facsimile or electronic signature of a duly authorized officer.


 


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
RECEIPT HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF THE 3.70% SERIES
N FIXED RATE RESET 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 receipt holder 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	 	 	 	 


 






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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 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:


 


Signature: __________________________________


 


Signature: __________________________________


 


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, as amended.


 






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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 October 25, 2021 (the “Certificate of Designations”), and pursuant to resolutions adopted
at a meeting of the Board of Directors of the Corporation (the “Board of Directors”) on September 20, 2021 and resolutions
adopted by written consent of a committee of the Board of Directors on October 19, 2021 the Corporation has established the Series N Preferred
Stock (as defined below), 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 October 26, 2021, 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
has authorized the terms and conditions with respect to the 3.70% Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock,
$1.00 par value per share, with a liquidation preference of $25,000 per share (the “Series N Preferred Stock”) as described
in the Certificate of Designations attached as Annex A hereto. Any terms of the Series N Preferred Stock that are not so described in
the Certificate of Designations and any terms of the Receipts representing such Series N Preferred Stock that are not described in the
Deposit Agreement are described below:


 


	Aggregate Number of shares of Series N Preferred Stock issued on the date hereof:	60,000
	CUSIP Number for Receipt:	902973BC9
	Denomination of Depositary Share per share of Series N Preferred Stock (if different than 1/25th of a share of Series N Preferred Stock):	—
	Redemption Provisions (if different than as set forth in the Deposit Agreement):	—
	Name of Global Receipt Depositary:	U.S. Bank National Association
	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 N Preferred Stock (if other than U.S. Bank National Association):	—
	Name of Calculation Agent, if any:	U.S. Bank National Association
	Special terms and conditions:	—
	Closing date:	October 26, 2021


 









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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 N 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.


 


Date: October 26, 2021


 


		By:	
	 	 	Name:
	 	 	Title:



 


AGREED AND ACCEPTED


 


U.S. BANK NATIONAL ASSOCIATION,

as Calculation Agent


 


	By:		 
	 	Name:	 
	 	Title:	 



 






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