exv4w2






Exhibit 4.2




			
	Number: A-1
	 	5,746.22 Shares
	 
	 
	 	SEE REVERSE FOR IMPORTANT NOTICE
	 
	 	ON TRANSFER RESTRICTIONS AND
	 
	 	OTHER INFORMATION
	 	 	 
	 
	 	CUSIP 902973 866






U.S. BANCORP

a Corporation Organized Under the Laws of the State of Delaware




     THIS CERTIFIES THAT U.S. Bank National Association, as depositary
is the owner of 5,746.22 fully paid and non-assessable shares of Series A
Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, liquidation preference of
$100,000.00 per share, of




U.S. Bancorp



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




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



	 	 	 	 	 	 	 	 	 

	DATED   June 10, 2010	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Countersigned and Registered:	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	Registrar	 	(SEAL)	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Secretary	 	 






 









 






IMPORTANT NOTICE



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




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

THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION

TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.



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




	 	 	 

	TEN COM

	 	- as tenants in common
	TEN ENT

	 	- as tenants by the entireties
	JT TEN

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






	 	 	 	 	 	 	 	 	 

	UNIF GIFT MIN ACT -

	 	 	 	Custodian	 	 	 	 
	 

	 	 

(Custodian)
	 	 	 	 

(Minor)
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	under Uniform Gifts to Minors Act	 	 	 	 
	 

	 	 	 	 	 	 

(State)
	 	 





Additional abbreviations by also be used though not in the above list.




FOR VALUE RECEIVED,        
                    
              hereby sell, assign and transfer unto



 




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



 




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



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




	 	 	 	 	 	 	 	 	 

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