U.S.
Bancorp
USB Capital VIII
800 Nicollet Mall
Minneapolis, MN 55402
We (the
“Representatives”) understand that USB Capital VIII, 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”) 15,000,000 6.35% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) with an
aggregate liquidation amount of $375,000,000 (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 2,250,000 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 6.35% Income Capital Obligation Notes
SM of the Guarantor (the “ICONs” and,
for purposes of the Standard Underwriting Agreement (defined
below), are also referred to as the “Junior Subordinated
Debentures”), due December 29, 2065. The ICONs will be
issued by the Guarantor pursuant to a Junior Subordinated Indenture
(the “Indenture”) dated as of April 28, 2005, as
supplemented, 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, Second 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 (the
“Trust Agreement”), as amended and supplemented, among
the Guarantor, as Sponsor to the Trust, Delaware Trust Company,
National Association, as Delaware Trustee and Property Trustee, and
the Administrative Trustees named therein (collectively, the
“Trustees”), 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
numbers of the Firm Securities set forth opposite the name of such
Underwriter at a purchase price of $24.2125 per Firm Security for
14,440,000 of Firm Securities and at a purchase price of $24.5000
per Firm Security for 560,000 of Firm Securities, plus in each
case, accrued distributions, if any (collectively the
“Purchase Price”). 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
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