US Bancorp/DE operates as a bank holding company regulated under the Bank Holding Company Act and supervised by the Board of Governors of the Federal Reserve System. It owns several banking and non-banking subsidiaries across multiple states. The company was formed through a series of acquisitions and mergers of banks and mortgage companies dating back to 1983. It intends to split its banking subsidiaries into two separate publicly traded companies through a tax-free spin-off planned for April 1, 2000.

1. US Bancorp/DE [ formerly First Bank System Inc ][Formerly US Bancorp Asset Management ] U.S. BANCORPBANKING AND NON-BANKING SUBSIDIARIESBANK AND TRUST OPERATIONS MINNESOTA U.S. Bank National Association –Has branches in Minnesota, Oregon, Washington, Colorado, California, Idaho, Nebraska, North Dakota, Nevada, South Dakota, Iowa, Illinois, Utah, Wisconsin and Wyoming. 1 Registrant (Public Companies / Funds, Significant Individuals / Owners, et al.)First Last Filing NameSymbol Regulator # 1/18/94 5/24/10 US Bancorp/DE [ formerly First Bank System Inc ] USB U.S. SEC # 36104 http://www.secinfo.com/$/SignIn.asp?Sign=Out5/29/2010SAVE AMERICA ONE MORTGAGE AT A TIME(C) 20101

2. U.S. Bank Trust National AssociationARIZONA U.S. Bank Trust National Association CALIFORNIA U.S. Bank Trust National Association GEORGIA U.S. Bank Trust National Association ILLINOIS U.S. Bank Trust National Association MONTANA U.S. Bank National Association MT U.S. Bank Trust National Association MTNEW YORK U.S. Bank Trust National Association NORTH DAKOTA U.S. Bank National Association ND OREGON U.S. Bank National Association OR U.S. Bank Trust Company, National AssociationSOUTH DAKOTA U.S. Bank Trust National Association SD WASHINGTON U.S. Bank Trust National Association WYOMING Wyoming Trust and Management Company5/29/2010SAVE AMERICA ONE MORTGAGE AT A TIME(C) 20102

3. NON-BANKING SUBSIDIARIES State of Subsidiary Incorporation---------- ------------- FBS Capital I Delaware First Building Corporation Minnesota First Group Royalties, Inc. Minnesota First System Services, Inc. Minnesota P.I.B., Inc. Minnesota U.S. Bancorp Capital I Delaware U.S. Bancorp Card Services, Inc. Minnesota U.S. Bancorp Community Development Corporation Minnesota U.S. Bancorp Equity Capital, Inc. Minnesota U.S. Bancorp Information Services, Inc. Minnesota U.S. Bancorp Insurance Services, Inc. Delaware U.S. Bancorp Investments, Inc. Minnesota U.S. Bancorp Piper Jaffray Companies Inc. Delaware U.S. Bancorp Venture Capital Corporation Minnesota U.S. Trade Services, Inc. Oregon USB Capital II Delaware USB Trade Services Limited Hong Kong5/29/2010SAVE AMERICA ONE MORTGAGE AT A TIME(C) 20103

4. > Subject: US Bancorp/DE [ formerly First Bank System Inc ] - 13F-HR> To: mary.cochrane@verizon.net> > US Bancorp/DE [ formerly First Bank System Inc ]> > released on Thursday, 5/13/10, a 1-document, 409-page '13F-HR'> > Quarterly Holdings or Combination Report by an Institutional Money Manager -- Form 13F> > for the period ended Wednesday, 3/31/10> > effective as of Thursday, 5/13/10> > filed as of Thursday, 5/13/10> ________________________________________________________________> > This filing: '13F-HR' -- # 0000036104-10-000034 @ 100513-204424 --> http://www.secinfo.com/$/SEC/Filing.asp?D=1387.r1d&CIK=36104> > Filer: US Bancorp/DE [ formerly First Bank System Inc ] --> http://www.secinfo.com/$/SEC/Registrant.asp?CIK=36104> ________________________________________________________________> > An SEC/CSA filing notification service of http://www.secinfo.com> > SEC Info is the most sophisticated SEC EDGAR database service on> the Web, with billions of unique links added to the SEC filings.> ________________________________________________________________5/29/2010SAVE AMERICA ONE MORTGAGE AT A TIME(C) 20104

5. Supervised by the Board of GovernorsThe Company, US Bank/DE operates as a bank holding companyRegulated under the BHCA,Supervised by the Board of Governors Federal Reserve System (the "Board").5/29/20105SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

6. USBANCORP, Inc. (the "Company")Registered bank holding company

7. Organized under Pennsylvania Business Corporation Law

8. Registered under the Bank Holding Company Act of 1956, as amended (the "BHCA.") 5/29/20106SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

9. US BANK/DEIn October 1998, U.S. Bank changed its charter from a national bank to a state bank. Under the new charter U.S. Bank is subject to supervision and regular examination by the Federal Reserve and the Pennsylvania Department of Banking. Various federal and state laws and regulations govern many aspects of its banking operations. The following is a summary of key data (dollars in thousands) and ratios at December 31, 1999:5/29/20107SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

10. US BANK/DEAs a state chartered, federally-insured bank and trust company which is not a member of the Federal Reserve System, Three Rivers Bank is subject to supervision and regular examination by the Pennsylvania Department of Banking and the Federal Deposit Insurance Corporation. Various federal and state laws and regulations govern many aspects of its banking operations. The following is a summary of key data (dollars in thousands) and ratios at December 31, 1999: 5/29/20108SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

11. Tax Free Spin-off PlanUnder a tax-free spin-off plan, 100% of the shares of the holding company to be formed for Three Rivers Bank, to be known as Three Rivers Bancorp, Inc., would be distributed as a dividend to the shareholders of the Company in proportion to their existing Company ownership. Shareholders would retain their existing Company shares. 10-K405 5th Page of 76TOC1stPreviousNextBottom5/29/20109SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

12. U.S. Bank Caused the intracompany transfer by Standard Mortgage Corporation of Georgia, a wholly-owned subsidiary of JSB, of all its assets, subject to all of its liabilities, to SMC Acquisition Corporation, an indirect subsidiary of Community. SMC Acquisition Corporation was renamed Standard Mortgage Corporationof Georgia and is a mortgage banking company organized under the laws of the State of Georgia that originates, sells, and services residential mortgage loans.5/29/201010SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

13. Standard Mortgage Company (SMC), a mortgage banking company, currently a subsidiary of Three Rivers Bank, will be internally spun-off from Three Rivers Bank to the Company5/29/201011SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

14. The Company MergersBecame a holding company upon acquiring all of the outstanding shares of U.S. Bank ("U.S. Bank") on January 5, 1983.also acquired all of the outstanding shares of Three Rivers Bank and Trust Company ("Three Rivers Bank") in June 1984McKeesport National Bank ("McKeesport Bank") in December 1985 (which was subsequently merged into Three Rivers Bank)5/29/201012SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

15. The Company Mergers contCommunity Bancorp, Inc. in March 1992 (which was also subsequently merged into Three Rivers Bank in July 1997)Johnstown Savings Bank ("JSB") in June 1994 (which was immediately merged into U.S. Bank). 5/29/201013SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

16. USBANCORP BANKING SUBSIDIARIES: U.S. BankU.S. Bank is a state bank chartered under the Pennsylvania Banking code of1965, as amended.5/29/201014SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

17. the Company formedImmediately following the acquisition of JSB United Bancorp Life Insurance Company "United Life") in October 1987in October 1987, USBANCORP Trust and Financial Services Company (the "Trust Company") in October 1992UBAN Associates, Inc. ("UBAN Associates"), in January 19975/29/201015SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

18. UBAN Associates Registered investment advisory firm that administers investment portfolios, offers operational support systems and provides asset and liability management services to small and mid-sized community banks.U.S. Bank also has a wholly owned mortgage banking subsidiary -- UBAN Mortgage Company. UBAN Mortgage Company was formed in January 1997 for the purpose of originating and selling mortgage loans5/29/201016SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

19. USNB Financial Services Corporation, a wholly owned subsidiary of U.S. Bank, was formed on May 23, 1997. USNB Financial Services Corporation engages in the sale of annuities, mutual funds, and insurance.5/29/201017SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

20. The Company's principal activitiesConsist of owning and operating its five wholly-owned subsidiary entitiesEntities derive substantially all of their income from banking and bank-related services. TFunctions primarily as a coordinating and servicing unit for its subsidiary entities in general management, credit policies and procedures, accounting and taxes, loan review, auditing, investment advisory, compliance, marketing, insurance risk management, general corporate services, and financial and strategic planning. 5/29/201018SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

21. U.S. Bank's deposit base is such that loss of one depositor or a related group of depositors would not have a materially adverse effect on its business. In addition, the loan portfolio is also diversified so that one industry or group of related industries does not comprise a material portion of the loan portfolio. U.S. Bank's business is not seasonal nor does it have any risks attendant to foreign sources. 5/29/201019SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010

22. Tax Free Spin offBoard of Directors has approved a plan to split the Company's banking subsidiariesinto two separate publicly traded companies. The plan would be effected through a tax-free spin-off, and is expected to become effective April1, 2000. 5/29/201020SAVE AMERICA ONE MORTGAGE AT A TIME(C) 2010