Exhibit 1.1
EXECUTION COPY
UNDERWRITING AGREEMENT
January 25, 2007
U.S. Bancorp
USB Capital XII
800 Nicollet Mall
Minneapolis, MN 55402
Ladies and Gentlemen:
We (the
“Representatives”) understand that USB Capital XII, a
statutory trust formed under the laws of the State of Delaware (the
“Trust”), and U.S. Bancorp, a Delaware corporation, as
sponsor of the Trust and as guarantor (the
“Guarantor”), propose that the Trust issue and sell to
the several underwriters named in Schedule I (the
“Underwriters”) 20,000,000 6.30% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) with an
aggregate liquidation amount of $500,000,000 (the “Firm
Securities”) representing preferred beneficial interests in
the Trust. In addition, the Guarantor and the Trust grant to
the Underwriters the right to request the opportunity to purchase
up to an additional 3,000,000 Trust Preferred Securities (the
“Optional Securities,” and together with the Firm
Securities, the “Offered Securities”). The
Offered Securities are fully and unconditionally guaranteed by U.S.
Bancorp. The Guarantor will be the owner of all of the
beneficial ownership interests represented by the common securities
(liquidation amount $25 per common security) issued by the Trust
(the “Common Securities”). Proceeds from the sale
of the Offered Securities to the Underwriters and from the
concurrent sale of the Common Securities to the Guarantor will be
used to purchase 6.30% Income Capital Obligation Notes
SM due February 15, 2067 of the Guarantor
(the “ICONs” and, for purposes of the Standard
Underwriting Agreement (defined below), are also referred to as the
“Junior Subordinated Debentures”). The ICONs will
be issued by the Guarantor pursuant to a Junior Subordinated
Indenture, dated as of April 28, 2005, as amended and supplemented
through the Closing Date (as defined below), (the
“Indenture”) between the Guarantor and Wilmington Trust
Company, as successor trustee to Delaware Trust Company, National
Association (the “Debenture Trustee”).
The Guarantor will, through the
Indenture, the ICONs, the Amended and Restated Trust Agreement, by
and among U.S. Bancorp, as Sponsor, Wilmington Trust Company, as
Property Trustee, Wilmington Trust Company, as Delaware Trustee and
the Administrative Trustees named therein, as amended and
supplemented (the “Trust Agreement”), the Guarantee
Agreement (the “Guarantee”) between the Guarantor and
Wilmington Trust Company, as trustee (the “Guarantee
Trustee”), taken together, fully, irrevocably and
unconditionally guarantee on a subordinated basis all of the
Trust’s obligations under the Offered Securities.
Subject to the terms and conditions
set forth herein and incorporated by reference herein, the
Guarantor and the Trust hereby agree that the Guarantor shall sell
to each of the
Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase the
number of the Firm Securities set forth opposite the name of such
Underwriter at a purchase price of $24.2125 per Firm Security, plus
accrued distributions, if any (the “Purchase Price”);
provided that, for sales by any Underwriter of more than 20,000
Firm Securities to a single purchaser, the Purchase Price per Firm
Security will be $24.50 (the “Institutional Price”)
. The Representatives will provide notice to the Company of
the number of Firm Securities to which the Institutional Price
applies. The respective number of Firm Securities to be
purchased by each of the Underwriters at the foregoing prices shall
be that proportion of Firm Securities which the number of Firm
Securities to be purchased by such Underwriter as set forth on
Schedule I bears to the aggregate number of Firm Securities
(rounded as the Representatives may determine to the nearest 10
Offered Securities). In addition, subject to the terms and
conditions set forth herein and incorporated by reference herein,
the Guarantor and the Trust grant to the Underwriters the right to
request the opportunity to purchase the Optional Securities at a
purchase price of $24.2125 per Optional Security, plus accrued
distributions, if any. The opportunity to purchase the
Optional Securities hereunder is for use by the Underwriters solely
for the purpose of covering over-allotments in the sale of the Firm
Securities. The right to request the opportunity to purchase
the Optional Shares may be exercised at any time upon notice by the
Representatives to the Guarantor and the Trust; provided that such
purchase transaction shall have settled on a T+3 basis on or before
February 24, 2007.
The Offered Securities shall have
the terms that are further described in the Statutory Prospectus
and the term sheet specified in Schedule II hereto.
Except as otherwise provided herein,
all the provisions contained in the document entitled
“U.S
