Exhibit 4.2


 


	Number: L-1	
        20,000 Shares

        SEE REVERSE FOR IMPORTANT NOTICE

        ON TRANSFER RESTRICTIONS AND

        OTHER INFORMATION

         

        CUSIP 902973726



 


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 twenty thousand (20,000) fully paid and non-assessable shares of Series L 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 27, 2020	 	 	 
	 	 	 	 
	Countersigned and Registered:	 	 	 
	 	 	 	 
	Registrar	(SEAL)	Chairman, President and Chief Executive Officer	 
	 	 	 	 
	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.