EX-4.1






FIRST AMENDMENT




TO AMENDED AND RESTATED




RIGHTS AGREEMENT




This First Amendment to Rights Agreement, dated as of December 9, 2008 (this “Amendment”), is
between U.S. Bancorp, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a
New Jersey limited liability company, as Rights Agent (the “Rights Agent”).



WITNESSETH:




WHEREAS, the Company and the Rights Agent are parties to an Amended and Restated Rights
Agreement, dated as of December 31, 2002 (the “Rights Agreement”);



WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to such time as any Person
becomes an Acquiring Person, the Company may supplement or amend the Rights Agreement without the
approval of the holders of Rights;



WHEREAS, no Person has become an Acquiring Person;



WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement as
provided in this Amendment; and



WHEREAS, the Rights Agent has agreed to execute any supplement or amendment to the Rights
Agreement if the Company delivers to the Rights Agent a certificate from an appropriate officer of
the Company stating that such amendment or supplement complies with Section 27 of the Rights
Agreement, and the Company has delivered such a certificate with respect to this Amendment to the
Rights Agent.



NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the Company and the Rights Agent hereby agree as follows:



Section 1. Certain Definitions. Capitalized terms used in this Amendment but not
otherwise defined shall have the meanings given to such terms in the Rights Agreement.



Section 2. Amendments.




A. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety
to read as follows:



Section 7. Exercise of Rights: Purchase Price; Expiration Date of
Rights.



(a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or
in part, at any time after the Distribution Date, upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the Purchase Price for
each one one-thousandth of a Preferred Share as to which the Rights are
exercised, at or prior to the earliest of (i) the Close of Business on
December 9, 2008 (the “Final Expiration Date”), or (ii) the time at which
the Rights are redeemed as provided in Section 23 hereof (“Redemption
Date”), or (iii) the time at which such Rights are exchanged as provided for
in Section 24.




B. Exhibit B (Form of Right Certificate) and Exhibit C (Summary of Rights to Purchase
Preferred Shares) to the Rights Agreement are hereby amended to replace the words
“February 27, 2011” with the words “December 9, 2008” in all places where such words appear.



Section 3. Effective Date; Remaining Terms. This Amendment shall be effective as of
the date first above written, and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby. Notwithstanding the foregoing,
each of the Company and the Rights Agent acknowledges and agrees that, at the Close of Business on
the Final Expiration Date (as defined in this Amendment), the Rights Agreement shall terminate and
be of no further force and effect, except as to those provisions of the Rights Agreement that
expressly survive the termination of the Rights Agreement, the exercise or expiration of the Rights
and the resignation or removal of the Rights Agent.



Section 4. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



Section 5. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and performed entirely
within such state; except that all provisions regarding the rights, duties, obligations and
immunities of the Rights Agent shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed entirely within such State.



Section 6. Descriptive Headings. Descriptive headings of the several sections of
this Amendment are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.



Section 7. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.



	 	 	 	 	 	 	 
	Attest:
	 	U.S. BANCORP
	By:

	 	Laura F. Bednarski
	 	By:
	 	Lee R. Mitau
	
 
	 	 
	 	 	 	 
	Name:

	 	Laura F. Bednarski
	 	Name:
	 	Lee R. Mitau
	Title:

	 	Assistant Secretary
	 	Title
	 	Executive Vice President,
	
 
	 	 	 	 	 	General Counsel and
	
 
	 	 	 	 	 	Corporate Secretary






	 	 	 	 	 	 	 
	Attest:
	 	MELLON INVESTOR SERVICES LLC
	By

	 	Susan R. Hogan
	 	By:
	 	Thomas Blatchford
	
 
	 	 
	 	 	 	 
	Name:

	 	Susan R. Hogan
	 	Name:
	 	Thomas Blatchford
	Title:

	 	Vice President
	 	Title
	 	Relationship Manager







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