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 27, 2020




 


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 


ARTICLE I

DEFINED TERMS


 


		1.1	Definitions	1



 


ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SERIES L PREFERRED STOCK,

 EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND

 REDEMPTION OF RECEIPTS


 


		2.1	Form and Transfer of Receipts	2
		2.2	Deposit of Series L 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 L 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 L 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 L 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



 






    i


     


    

 


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 L 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 27,
2020, 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 L 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 L 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 L
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 L 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 L 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 L 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 L Preferred Stock”
shall mean the shares of the Corporation’s Series L 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 L 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 L 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 L 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 L 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 L Preferred Stock under this Deposit Agreement
by delivery to the Depositary of a certificate or certificates for such shares of Series L 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 L 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 L 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 L Preferred Stock deposited hereunder.


 


Upon receipt by the Depositary of a certificate
or certificates for Series L 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 L 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 L 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 L 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 L 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 L 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 L Preferred Stock will not thereafter be entitled to deposit such Series L 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 L Preferred Stock, Depositary shall at the same time, in addition to such number of whole
shares of Series L 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 L
Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Series L 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 L 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 L 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 L Preferred Stock be properly endorsed in blank or accompanied
by a properly executed instrument of transfer in blank.


 


Delivery of the Series L 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 L Preferred
Stock may be refused, the delivery of Receipts against Series L 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 L Preferred Stock.


 


Whenever the Corporation shall be permitted
and shall elect to redeem shares of Series L 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 L
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 L 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 L
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 L Preferred Stock. The Depositary shall mail notice of the Corporation’s
redemption of Series L Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing
the Series L 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 L 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 L 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.


 






    6


     


    

 


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 L Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of
Series L 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-one thousandth of the redemption price per share of Series L 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 L 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 L 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.


 






    7


     


    

 


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 L 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 L 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 L Preferred Stock.


 


The Corporation hereby represents and warrants
that the Series L 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 L 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 L Preferred Stock. Such representation
and warranty shall survive the deposit of the Series L 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 L 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 L 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.


 






    8


     


    

 


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 L 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 L 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 L Preferred Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of the Series L Preferred Stock are entitled to vote or of which holders of the Series L 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 L 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.


 






    10


     


    

 


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 L 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 L
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 L 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 L Preferred Stock or cause
such Series L Preferred Stock to be voted. In the absence of specific instructions from Holders of Receipts, the Depositary
will vote the Series L 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 L 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 L Preferred Stock and in the ratio of the
redemption price per Depositary Share to the redemption price per share of Series L 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 L 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 L Preferred
Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series L 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 L
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 L 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 L Preferred
Stock represented by such Receipts might have been converted or for which such Series L Preferred Stock might have been exchanged
or surrendered immediately prior to the effective date of such transaction.


 






    11


     


    

 



 


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


 






    12


     


    

 


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 L 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 L 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.


 






    13


     


    

 


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


 






    14


     


    

 


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 L 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 L 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.


 






    15


     


    

 


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


 






    16


     


    

 


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 L 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.


 






    17


     


    

 


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.


 






    18


     


    

 


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 L 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 L 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 L 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 L 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 L 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.


 






    19


     


    

 


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.]


 






    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/ John C. Stern
	 	 	Name:	John C. Stern
	 	 	Title: 	 Executive 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-ONE THOUSANDTH OF ONE SHARE OF

SERIES L NON-CUMULATIVE PERPETUAL PREFERRED STOCK,

OF

U.S. BANCORP

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CUSIP 902973 734

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 thousandth of one share of Series L Non-Cumulative
Perpetual Preferred Stock, liquidation preference $25,000 per share, par value $1.00 per share (the “Series L 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 27, 2020 (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	 




 






    A-1


     


    

 


[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 SERIES L 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	 	 	 	 


 


For value received, _____________ hereby sell(s), assign(s) and
transfer(s) unto ____________


 


INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 






    A-2


     


    

 


______________________________________________________________________________

(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.


 






    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 October 26, 2020 (the “Certificate of Designations”),
and pursuant to resolutions adopted at a meeting of the Capital Planning Committee of the Board of Directors of the Corporation
(the “Capital Planning Committee”) on October 19, 2020 and resolutions adopted by written consent of the Pricing
Subcommittee of the Capital Planning Committee on October 20, 2020, the Corporation has established the Series L 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 27, 2020, 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 Capital Planning Committee has authorized the terms and conditions with respect to the Series L Non-Cumulative Perpetual
Preferred Stock, $1.00 par value per share, with a liquidation preference of $25,000 per share (the “Series L Preferred
Stock”) as described in the Certificate of Designations attached as Annex A hereto. Any terms of the Series L Preferred
Stock that are not so described in the Certificate of Designations and any terms of the Receipts representing such Series L
Preferred Stock that are not described in the Deposit Agreement are described below:


 


	Aggregate Number of shares of Series L Preferred Stock issued on the date hereof:	 	20,000
	CUSIP Number for Receipt:	 	902973 734
	Denomination of Depositary Share per share of Series L Preferred Stock (if different than 1/1,000th of a share of Series L 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 L 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 27, 2020



 


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 L
Preferred Stock described in the Certificate of Designations attached hereto.


 






    B-1


     


    

 


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


 


Date:


 


		By:	
	 	 	Name:
	 	 	Title:



 


AGREED AND ACCEPTED


 


U.S. BANK NATIONAL ASSOCIATION,

as Calculation Agent


 


	By:		
	 	Name:	 
	 	Title:	 



 






    B-2