EX-4.3



 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 May 2, 2013 









					
	TABLE OF CONTENTS	  	 	 
		
	 	  	Page	 
		
	ARTICLE I	  			
	DEFINED TERMS	  			
	 Section 1.1. Definitions
	  	 	1	  
		
	ARTICLE II	  			
	 FORM OF RECEIPTS, DEPOSIT OF SERIES H PREFERRED STOCK, EXECUTION AND

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
	  			
		
	 Section 2.1. Form and Transfer of Receipts
	  	 	2	  
	 Section 2.2. Deposit of Series H Preferred Stock; Execution and Delivery of Receipts in Respect Thereof
	  	 	3	  
	 Section 2.3. Registration of Transfer of Receipts
	  	 	4	  
	 Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series H Preferred
Stock
	  	 	4	  
	 Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts
	  	 	5	  
	 Section 2.6. Lost Receipts, etc
	  	 	6	  
	 Section 2.7. Cancellation and Destruction of Surrendered Receipts
	  	 	6	  
	 Section 2.8. Redemption of Series H Preferred Stock
	  	 	6	  
		
	ARTICLE III	  			
	 CERTAIN OBLIGATIONS OF
 HOLDERS OF RECEIPTS AND THE CORPORATION
	  			
		
	 Section 3.1. Filing Proofs, Certificates and Other Information
	  	 	7	  
	 Section 3.2. Payment of Taxes or Other Governmental Charges
	  	 	8	  
	 Section 3.3. Warranty as to Series H Preferred Stock
	  	 	8	  
	 Section 3.4. Warranty as to Receipts
	  	 	8	  
		
	ARTICLE IV	  			
	THE DEPOSITED SECURITIES; NOTICES	  			
		
	 Section 4.1. Cash Distributions
	  	 	8	  
	 Section 4.2. Distributions Other than Cash, Rights, Preferences or Privileges
	  	 	9	  
	 Section 4.3. Subscription Rights, Preferences or Privileges
	  	 	9	  
	 Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts
	  	 	10	  
	 Section 4.5. Voting Rights
	  	 	11	  
	 Section 4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc
	  	 	11	  
	 Section 4.7. Delivery of Reports
	  	 	12	  
	 Section 4.8. Lists of Receipt Holders
	  	 	12	  


  
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	ARTICLE V	  			
	THE DEPOSITARY, THE DEPOSITARY’S	  			
	AGENTS, THE REGISTRAR AND THE CORPORATION	  			
		
	 Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar
	  	 	12	  
	 Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the
Corporation
	  	 	13	  
	 Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation
	  	 	13	  
	 Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary
	  	 	14	  
	 Section 5.5. Corporate Notices and Reports
	  	 	15	  
	 Section 5.6. Indemnification by the Corporation
	  	 	16	  
	 Section 5.7. Fees, Charges and Expenses
	  	 	16	  
		
	ARTICLE VI	  			
	AMENDMENT AND TERMINATION	  			
		
	 Section 6.1. Amendment
	  	 	16	  
	 Section 6.2. Termination
	  	 	17	  
		
	ARTICLE VII	  			
	MISCELLANEOUS	  			
		
	 Section 7.1. Counterparts
	  	 	17	  
	 Section 7.2. Exclusive Benefit of Parties
	  	 	17	  
	 Section 7.3. Invalidity of Provisions
	  	 	17	  
	 Section 7.4. Notices
	  	 	18	  
	 Section 7.5. Depositary’s Agents
	  	 	18	  
	 Section 7.6. Appointment of Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Series H Preferred
Stock
	  	 	19	  
	 Section 7.7. Appointment of Calculation Agent
	  	 	19	  
	 Section 7.8. Holders of Receipts Are Parties
	  	 	19	  
	 Section 7.9. Governing Law
	  	 	19	  
	 Section 7.10. Inspection of Deposit Agreement
	  	 	19	  
	 Section 7.11. Headings
	  	 	20	  
		
	 Exhibit A Form of Receipt
	  	 	A-1	  
	 Exhibit B Form of Officer’s Certificate
	  	 	B-1	  


  
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 DEPOSIT AGREEMENT 

DEPOSIT AGREEMENT dated as of May 2, 2013, 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 H 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 H Preferred Stock so deposited; and 

WHEREAS, the Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement; 
 NOW, THEREFORE, in consideration of the premises, the parties
hereto agree as follows: 
 ARTICLE I 
 DEFINED TERMS 
 Section 1.1. Definitions. 

The following definitions shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit
Agreement: 
 “Certificate” shall mean the relevant Certificate of Designations filed with the Secretary of State of
the State of Delaware establishing the Series H 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 H 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 H 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 H 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 H Preferred Stock” shall mean the shares of the Corporation’s Series H 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 H PREFERRED STOCK, EXECUTION AND 

DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 
 Section 2.1. Form and Transfer of Receipts. 
 The definitive Receipts shall be
substantially in the form set forth in Exhibit A annexed to this Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise prepared so as to comply with applicable rules of the
New York Stock Exchange, Inc. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the Corporation, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which may be
printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons
executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Corporation and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive 

  
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Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the penultimate paragraph of Section 2.2,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented
by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Corporation’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under
this Agreement as definitive Receipts. 
 Receipts shall be executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary; provided, that such signature may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are countersigned by manual signature by a duly authorized
officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed manually by a duly authorized officer of the Depositary or, if a
Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or facsimile signature of a duly authorized officer of the Depositary and countersigned by manual signature by a duly authorized officer of such Registrar.
The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. 
 Receipts shall be in
denominations of any number of whole Depositary Shares. 
 Receipts may be endorsed with or have incorporated in the text
thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement all as may be required by the Depositary and approved by the Corporation or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange upon which the Series H Preferred Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Receipts are subject. 
 Title to Depositary Shares evidenced by a Receipt
which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of any particular
Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the Record Holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes. 
 Section 2.2. Deposit of Series H 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 H Preferred Stock under this Deposit Agreement by delivery to the Depositary
of a certificate or certificates for such shares of Series H 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 

  
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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 H Preferred Stock. Each Officer’s Certificate delivered to the Depositary in accordance with the terms of this Deposit Agreement shall be
deemed to be incorporated into this Deposit Agreement and shall be binding on the Corporation, the Depositary and the Holders of Receipts to which such Officer’s Certificate relates. 

The Series H 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 H Preferred Stock deposited hereunder. 

Upon receipt by the Depositary of a certificate or certificates for Series H 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 H 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 H Preferred Stock so deposited and registered in such name or names as may be requested by such person or persons. The Depositary
shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices, if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such delivery.

 Section 2.3. Registration of Transfer of Receipts. 
 Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the Holder in person or by
duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced
by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto. 
 Section 2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Series H 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. 

  
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 Any Holder of a Receipt or Receipts may withdraw the number of whole shares of Series H
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 H 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 H Preferred Stock will not thereafter be entitled to deposit such Series H 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 H Preferred Stock, Depositary shall at the same time, in addition to such number of whole shares of Series H 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 H Preferred Stock (or any cash payment in lieu thereof) be delivered by the Depositary. Delivery of the Series H 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 H 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 H 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 H Preferred Stock be properly
endorsed in blank or accompanied by a properly executed instrument of transfer in blank. 
 Delivery of the Series H Preferred
Stock and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at the Depositary’s Office, except that, at the request, risk and expense of the Holder surrendering such Receipt
or Receipts and for the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder. 
 Section 2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. 
 As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary’s Agents or the
Corporation may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the Holder of a Receipt
pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity and 

  
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genuineness of any signature, and may also require compliance with such regulations, if any, as the Depositary or the Corporation may establish consistent with the provisions of this Deposit
Agreement and/or applicable law. 
 The deposit of the Series H Preferred Stock may be refused, the delivery of Receipts against
Series H Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of
stockholders of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Corporation at any time or from time to time because of any requirement of law
or of any government or governmental body or commission or under any provision of this Deposit Agreement. 
 Section 2.6. Lost
Receipts, etc. 
 In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute
and deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, upon (i) the filing by the Holder thereof with the Depositary of
evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and (ii) the Holder thereof furnishing of the Depositary with reasonable
indemnification satisfactory to the Depositary. 
 Section 2.7. Cancellation and Destruction of Surrendered Receipts.

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

Section 2.8. Redemption of Series H Preferred Stock. 
 Whenever the Corporation shall be permitted and shall elect to redeem shares of Series H 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 H 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 H 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 H 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 H Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption
of Series H Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series H 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 H Preferred Stock and Depositary 

  
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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 H Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than
all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of
the Board of Directors of the Corporation may determine to be fair and equitable. 
 Notice having been mailed by the Depositary
as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series H Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the
shares of Series H Preferred Stock so called for Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the
Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of
the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption
price per Depositary Share equal to one one-thousandth of the redemption price per share of Series H 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 H Preferred Stock to be so redeemed and have not therefore been paid. 

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

ARTICLE III 

CERTAIN OBLIGATIONS OF 
 HOLDERS OF RECEIPTS AND THE CORPORATION 
 Section 3.1. Filing Proofs,
Certificates and Other Information. 
 Any Holder of a Receipt may be required from time to time to file such proof of residence,
or other matters or other information, to execute such certificates and to make such 

  
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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 H Preferred Stock represented by the Depositary Shares and evidenced by a Receipt or the distribution of any dividend or other distribution or the sale of any rights or of the
proceeds thereof until such proof or other information is filed or such certificates are executed or such representations and warranties are made. 
 Section 3.2. Payment of Taxes or Other Governmental Charges. 
 Holders of
Receipts shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration of transfer of any Receipt or any withdrawal of Series H 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 H Preferred Stock
or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the Holder thereof (after attempting by reasonable means to notify such Holder prior to such sale), and such
dividends, interest payments or other distributions or the proceeds of any such sale may be applied to any payment of such charges or expenses, the Holder of such Receipt remaining liable for any deficiency. 

Section 3.3. Warranty as to Series H Preferred Stock. 
 The Corporation hereby represents and warrants that the Series H 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 H Preferred Stock and the issuance of the related Receipts. 
 Section 3.4. Warranty as
to Receipts. 
 The Corporation hereby represents and warrants that the Receipts, when issued, will represent legal and valid
interests in the Series H Preferred Stock. Such representation and warranty shall survive the deposit of the Series H Preferred Stock and the issuance of the Receipts. 
 ARTICLE IV 
 THE DEPOSITED SECURITIES; NOTICES 

Section 4.1. Cash Distributions. 
 Whenever the Depositary shall receive any cash dividend or other cash distribution on the Series H 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 H Preferred Stock an amount on account of taxes,
the amount made available for distribution or distributed in respect of Depositary 

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

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

Whenever the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Series H Preferred
Stock, the Depositary shall, subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depositary withhold an amount on account of taxes) the Depositary deems, after
consultation with the Corporation, such distribution not to be feasible, the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be distributed or made available for
distribution, as the case may be, by the Depositary to Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the
Depositary and the Depositary shall not make any distribution of such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered
under the Securities Act or do not need to be registered in connection with such distributions. 
 Section 4.3.
Subscription Rights, Preferences or Privileges. 
 If the Corporation shall at any time offer or cause to be offered to the
persons in whose names the Series H 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, 

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

 The Corporation shall notify the Depositary whether registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for Holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges relate, and the Corporation agrees with the Depositary that it will file
promptly a registration statement pursuant to the Securities Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. In no event shall the Depositary make available to the Holders of Receipts any
right, preference or privilege to subscribe for or to purchase any securities unless and until such registration statement shall have become effective, or the Corporation shall have provided to the Depositary an opinion of counsel to the effect that
the offering and sale of such securities to the Holders are exempt from registration under the provisions of the Securities Act. 
 The Corporation shall notify the Depositary whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to Holders of Receipts, and the Corporation agrees with the Depositary that the Corporation will use its reasonable best efforts to take such action or obtain such authorization, consent or
permit sufficiently in advance of the expiration of such rights, preferences or privileges to enable such Holders to exercise such rights, preferences or privileges. 
 Section 4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts. 
 Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with
respect to the Series H Preferred Stock, or whenever the Depositary shall receive notice of any meeting at which holders of the Series H Preferred Stock are entitled to vote or of which holders of the Series H 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 H 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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 Section 4.5. Voting Rights. 

Subject to the provisions of the Certificate, upon receipt of notice of any meeting at which the holders of the Series H 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 H 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 H 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 H Preferred Stock or cause such Series H Preferred Stock to be voted. In the absence of specific instructions from Holders of Receipts, the Depositary will vote the
Series H Preferred Stock represented by the Depositary Shares evidenced by the Receipts of such Holders proportionately with votes cast pursuant to instructions received from the other Holders. 

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

Upon any change in par or stated value, split-up, combination or any other reclassification of the Series H 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 H Preferred Stock and in the ratio of the redemption price per Depositary Share to the redemption price per share of Series H 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 H 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 H Preferred Stock as new deposited securities so received in exchange for or upon conversion or in respect of such Series H 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 H Preferred Stock or


  
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any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Series H 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 H Preferred Stock represented by such Receipts might have been converted or for which such
Series H Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. 

Section 4.7. Delivery of Reports. 
 The Depositary shall furnish to Holders of Receipts any reports and communications received from the Corporation which is received by the Depositary and which the Corporation is required to furnish to the
holders of the Series H Preferred Stock. 
 Section 4.8. Lists of Receipt Holders. 

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

AGENTS, THE REGISTRAR AND THE CORPORATION 
 Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar. 
 Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. 

The Depositary shall keep books at the Depositary’s Office for the registration and registration of transfer of Receipts, which
books at all reasonable times shall be open for inspection by the Record Holders of Receipts; provided that any such Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose
reasonably related to such person’s interest as an owner of Depositary Shares evidenced by the Receipts. 
 The Depositary
may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. 
 The Depositary may, with the approval of the Corporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares
evidenced thereby or the Series H 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 

  
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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 H 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 H Preferred Stock as may be required by law or applicable securities exchange
regulation. 
 Section 5.2. Prevention of or Delay in Performance by the Depositary, the
Depositary’s Agents, the Registrar or the Corporation. 
 Neither the Depositary nor any Depositary’s Agent nor any
Registrar nor the Corporation shall incur any liability to any Holder of Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the
case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Corporation’s Restated Certificate of Incorporation (including the Certificate) or by reason of any act of God or war or
other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act
or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Corporation incur liability to any Holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except as otherwise explicitly set forth in this Deposit Agreement. 
 Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Corporation. 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts
other than for its negligence, willful misconduct or bad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event
for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). 
 Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect
of the Series H 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 

  
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advice of legal counsel or accountants, or information from any person presenting Series H Preferred Stock for deposit, any Holder of a Receipt or any other person believed by it in good faith to
be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other
document believed by it to be genuine and to have been signed or presented by the proper party or parties. 
 The Depositary
shall not be responsible for any failure to carry out any instruction to vote any of the shares of Series H 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 H Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for
advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. 
 In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary
hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the
Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity
for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or
establishes the applicable matter to the satisfaction of the Depositary. 
 Section 5.4. Resignation and
Removal of the Depositary; Appointment of Successor Depositary. 
 The Depositary may at any time resign as Depositary
hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. 

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

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

Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without
the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor
Depositary. 
 Section 5.5. Corporate Notices and Reports. 

The Corporation agrees that it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the
Record Holders of Receipts, in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation financial statements) required by law, by the rules of any national securities
exchange upon which the Series H 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. 

  
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 Section 5.6. Indemnification by the Corporation. 

Notwithstanding Section 5.3 to the contrary, the Corporation shall indemnify the Depositary, any Depositary’s Agent and any
Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which
may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depositary, any Registrar or any of their respective agents (including any Depositary’s Agent) and any transactions or
documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation set forth in this Section 5.6 shall
survive any succession of any Depositary, Registrar or Depositary’s Agent. 
 Section 5.7. Fees,
Charges and Expenses. 
 The Corporation agrees promptly to pay the Depositary the compensation to be agreed upon with the
Corporation for all services rendered by the Depositary hereunder and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depositary without negligence, willful
misconduct or bad faith on its part (or on the part of any agent or Depositary Agent) in connection with the services rendered by it (or such agent or Depositary Agent) hereunder. The Corporation shall pay all charges of the Depositary in connection
with the initial deposit of the Series H Preferred Stock and the initial issuance of the Depositary Shares, all withdrawals of shares of Series H Preferred Stock by owners of Depositary Shares, and any redemption or exchange of the Series H
Preferred Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental
charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depositary incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder
will be liable for such charges and expenses; provided, however, that the Depositary may, at its sole option, require a Holder of a Receipt to prepay the Depositary any charge or expense the Depositary has been asked to incur at the request of such
Holder of Receipts. The Depositary shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depositary may agree. 
 ARTICLE VI 
 AMENDMENT AND TERMINATION 

Section 6.1. Amendment. 
 The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Corporation and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment which shall materially and adversely alter the rights of the Holders of Receipts shall be effective against the Holders of Receipts unless such amendment shall have been approved
by the Holders of Receipts representing in the aggregate at least a two-thirds majority of the Depositary Shares then outstanding. Every Holder of an outstanding Receipt at the time any such amendment


  
 -16-









 
becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Depositary Agreement as amended thereby. In no event shall any
amendment impair the right, subject to the provisions of Sections 2.5 and 2.6 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the Holder
the Series H Preferred Stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules and regulations of any governmental body, agency or commission, or
applicable securities exchange. 
 Section 6.2. Termination. 

This Agreement may be terminated by the Corporation or the Depositary only if (i) all outstanding Depositary Shares issued hereunder
have been redeemed pursuant to Section 2.8, (ii) there shall have been made a final distribution in respect of the Series H Preferred Stock in connection with any liquidation, dissolution or winding up of the Corporation and such
distribution shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2, as applicable or (iii) upon the consent of Holders of Receipts representing in the aggregate not less than
two-thirds of the Depositary Shares outstanding. 
 Upon the termination of this Deposit Agreement, the Corporation shall be
discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7. 

ARTICLE VII 

MISCELLANEOUS 
 Section 7.1. Counterparts. 
 This Deposit Agreement may be executed in
any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and the
same instrument. 
 Section 7.2. Exclusive Benefit of Parties. 

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

Section 7.3. Invalidity of Provisions. 

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

  
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 Section 7.4. Notices. 

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

Minneapolis, Minnesota 55402 
 Attention: Treasury Department 
 Facsimile No.: (612) 303-1338 

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

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

New York, New York 10005 
 Attention: Corporate Trust Services 
 Facsimile No.: (212) 509-3384

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

Any and all notices to be given to any Record Holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary, or if such Holder
shall have timely filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address designated in such request. 
 Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a
facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Corporation may, however, act upon any facsimile transmission received by it from the other or from any Holder of a Receipt, notwithstanding
that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid. 

Section 7.5. Depositary’s Agents. 

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

  
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 Section 7.6. Appointment of Registrar, Dividend Disbursing Agent and
Redemption Agent in Respect of the Series H 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 H 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 H Preferred
Stock, each of the Corporation and U.S. Bank National Association, in their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits as the Corporation and Depositary hereunder,
respectively, as if explicitly named in each such provision. 
 Section 7.7. Appointment of Calculation
Agent. 
 The Officer’s Certificate referred to in Section 2.2 hereof shall set forth the name of the calculation
agent, if any, with respect to calculating the amount of dividends to be paid with respect to the Series H 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 H Preferred Stock and the
categories of information under which it is entitled to seek guidance from the Corporation. In furtherance thereof, such calculation agent may seek guidance from the Corporation with one day notice in making any determinations thereunder.

 Section 7.8. Holders of Receipts Are Parties. 

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

Section 7.9. Governing Law. 
 This Deposit Agreement and the Receipts of each series and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance with, the laws of the
State of New York without giving effect to applicable conflicts of law principles. 
 Section 7.10.
Inspection of Deposit Agreement. 
 Copies of this Deposit Agreement shall be filed with the Depositary and the
Depositary’s Agents and shall be open to inspection during business hours at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any Holder of a Receipt. 

  
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 Section 7.11. Headings. 

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

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

  
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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/ John C. Stern

		 	Name:	 	John C. Stern
		 	Title:	 	Senior Vice President


 
					
	
	U.S. Bank National Association
		
	Attested by:	 	 /s/ P.J. Crowley

		 	Name:	 	P.J. Crowley
		 	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-THOUSANDTH OF ONE SHARE OF 

SERIES H NON-CUMULATIVE PERPETUAL PREFERRED STOCK, 
 OF 
 U.S. BANCORP 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 CUSIP 902973791 
 SEE REVERSE FOR CERTAIN DEFINITIONS 

U.S. Bank National Association, as Depositary (the “Depositary”), hereby certifies that CEDE & Co. is the registered
owner of DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share representing one-thousandth of one share of
 Series H Non-Cumulative Perpetual Preferred Stock, liquidation preference $25,000 per share, par value $1.00 per share
(the “Series H 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 May 2,
2013 (the “Deposit Agreement”), among the Corporation, the Depositary and the Holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt, the Holder hereof becomes a party to and agrees to be bound by all
the terms and conditions of the Deposit Agreement. This Depositary Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall have been executed by the Depositary by the manual
signature of a duly authorized officer or, if executed in facsimile by the Depositary, countersigned by a Registrar in respect of the Depositary Receipts by the manual signature of a duly authorized officer thereof. 

Dated: 
  

			
	U.S. Bank National Association, Depositary
		
	By:	 	  

	
	Authorized Officer


  
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 [FORM OF REVERSE OF RECEIPT] 
 U.S. BANCORP 
 U.S. BANCORP WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO
SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF THE CERTIFICATE OF DESIGNATIONS OF THE SERIES H NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF U.S. BANCORP. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF
THIS RECEIPT. 
 The Corporation will furnish without charge to each receiptholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to
the Corporation or to the Registrar. 
 EXPLANATION OF ABBREVIATIONS 

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

							
	 Abbreviation
	 	 Equivalent Phrase
	 	 Abbreviation
	 	 Equivalent Phrase

	JT TEN	 	As joint tenants, with right of survivorship and not as tenants in common	 	TEN BY ENT	 	As tenants by the entireties
				
	TEN IN COM	 	As tenants in common	 	UNIF GIFT MIN ACT	 	Uniform Gifts to Minors Act

  

											
	 Abbreviation
	 	 Equivalent Word
	 	 Abbreviation
	 	 Equivalent Word
	 	 Abbreviation
	 	 Equivalent Word

	ADM	 	 Administrator(s),

Administratrix
	 	EX	 	Executor(s), Executrix	 	PAR	 	Paragraph
						
	AGMT	 	Agreement	 	FBO	 	For the benefit of	 	PL	 	Public Law
						
	ART	 	Article	 	FDN	 	Foundation	 	TR	 	(As) trustee(s), for, of
						
	CH	 	Chapter	 	GDN	 	Guardian(s)	 	U	 	Under
						
	CUST	 	Custodian for	 	GDNSHP	 	Guardianship	 	UA	 	Under agreement
						
	DEC	 	Declaration	 	MIN	 	Minor(s)	 	UW	 	Under will of, Of will of, Under last will & testament
						
	EST	 	Estate, of Estate of	 		 		 		 	

 For value received,              hereby
sell(s), assign(s) and transfer(s) unto 
 INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

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

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

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

  
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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 May 1, 2013 (the “Certificate of Designations”), and pursuant to resolutions adopted at a meeting of the Risk Management Committee of the Board of Directors of the
Corporation (the “Risk Management Committee”) on April 15, 2013 and resolutions adopted by written consent of the Pricing Subcommittee of the Risk Management Committee on April 29, 2013, the Corporation has established the Series
H Preferred Stock which the Corporation desires to deposit with the Depositary for the purposes of being subject to the terms and conditions of the Deposit Agreement, dated as of May 2, 2013, by and among the Corporation, U.S. Bank National
Association and the Holders of Receipts issued thereunder from time to time (the “Deposit Agreement”). In connection therewith, the Board of Directors or a duly authorized committee thereof has authorized the terms and conditions with
respect to the Series H Preferred Stock as described in the Certificate of Designations attached as Annex A hereto. Any terms of the Series H Preferred Stock that are not so described in the Certificate of Designations and any terms of the Receipts
representing such Series H Preferred Stock that are not described in the Deposit Agreement are described below: 
  

					
	 Aggregate Number of shares of Series H Preferred Stock issued on the day hereof:
	  	 	20,000	  
		
	 CUSIP Number for Receipt:
	  	 	902973791	  
		
	 Denomination of Depositary Share per share of Series H Preferred Stock (ifdifferent than 1/1000th of a share of Series H
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 H 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:
	  	 	May 2, 2013	  


  
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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 H 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: May 2, 2013. 
  

			
	By:	 	  

		 	Name:
		 	Title:


 AGREED AND ACCEPTED 
 May 2, 2013 
 U.S. BANK NATIONAL ASSOCIATION, 

as Calculation Agent 
  

			
	By:	 	  

		 	Name:
		 	Title:


  
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