U.S. Bank to Acquire State Street's
Corporate Trust Business

August 13, 2002

MINNEAPOLIS--(BUSINESS WIRE)--Aug. 13, 2002--U.S. Bancorp
(NYSE:USB) announced today that its lead bank, U.S. Bank, N.A., has signed a definitive agreement to acquire the corporate trust business of State Street Corporation (NYSE:STT). As a result of this transaction, U.S. Bank's corporate trust division will acquire approximately 20,000 new client issuances, 365,000 bondholders and $689 billion in assets under administration with deposits of
$2.6 billion.

Jerry A. Grundhofer, president and chief executive officer of U.S. Bancorp, commented, This acquisition complements U.S. Bank's existing corporate trust business and will strengthen our competitive position by increasing our existing scale and leveraging our industry leading technology and operational platforms. Also, this positions U.S. Bank solidly in the top tier of corporate trust providers nationally and will make us the leading corporate trust provider in New England, in addition to our current lead status in the Northwest, West and Central regions of the country. We are committed to providing our new customers with the same high level of quality services that our current U.S. Bank corporate trust customers have come to expect.

Under the terms of the agreement, the transaction has a

$650 million initial cash purchase price with up to an additional
$75 million payable within one year based on business retention levels. As part of the transaction it is expected that a majority of State Street's 500 corporate trust employees will join the U.S. Bank corporate trust team. This transaction will be immediately accretive to U.S. Bancorp's cash earnings per share and accretive to GAAP earnings per share in 2004. This transaction is subject to certain regulatory approvals and is expected to close by the end of the fourth quarter 2002.

Upon completion of this transaction, U.S. Bank's corporate trust division will have $1.36 trillion in assets under administration,

1.3 million bondholders and 50,000 client issuances. This acquisition clearly establishes U.S. Bank as a leader in the corporate trust industry -- the largest trustee in the area of municipal finance and the third largest in new corporate bond issuances and structured finance.

This transaction gives U.S. Bank's corporate trust division new locations in Boston and Hartford and further enhances its current offices in New York and Los Angeles. It is anticipated that this will be a seamless transition, given that both State Street and U.S. Bank utilize the same technology platforms, which will allow for a low risk conversion and integration.

Currently, U.S. Bank has 24 corporate trust offices across the country and offers a complete line of trust services. U.S. Bank serves as trustee and paying agent for the issuance of taxable and non-taxable securities, including the review of documents and indentures, registration and authentication of bonds, receipts and disbursement of bond sale proceeds, successor trusteeships, escrow account services and transfer and paying agency services. Also, U.S. Bank provides mortgage-backed and asset-backed securitizations, money market paying agency services, bond and tax administration, escrow services and document custody services.

Minneapolis-based U.S. Bancorp, with assets in excess of
$173 billion, is the 8th largest financial services holding company in the United States. The company operates 2,131 banking offices and 4,818 ATMs, and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bancorp is home of the Five Star Service Guarantee which assures customers of certain key banking benefits and services or customers will be paid for their inconvenience. U.S. Bancorp is the parent company of U.S. Bank. Visit U.S. Bancorp on the web at www.usbank.com.

U.S. Bancorp's David M. Moffett, vice chairman and chief financial officer, and Andrew Cecere, vice chairman and head of private client, trust and asset management, will host a conference call to discuss the transaction on Tuesday, August 13, 2002, at noon (CDT)/1:00 p.m. (EDT). The conference call will be available by telephone or on the Internet. A short slide presentation will be referenced during the conference call and is now available on the U.S. Bank website at usbank.com.

To access the conference call, please dial 800-711-5301 and ask for the U.S. Bancorp conference call. Participants calling from outside the United States, please call 785-832-0201. For those unable to participate during the live call, a recording of the call will be available from 5:00 p.m. (CDT) on Tuesday, August 13, 2002 through 11:00 p.m. (CDT) on Tuesday, August 20, 2002. To access the recorded message dial 800-677-7320. If calling from outside the United States, please dial 402-220-0666.

To access the slide presentation and/or webcast, go to U.S. Bank's website and click on Investor/Shareholder Information and then Presentation/Webcasts, under the Investor Information section. Individuals without Internet access may request a copy of the slide presentation by calling 612-973-2259.

Forward-Looking Statements

This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements cover, among other things, anticipated earnings impact of the acquisition and future integration activities. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following, in addition to those contained in the Company's reports on file with the SEC: (i) general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality; (ii) the Company could encounter unforeseen complications in connection with the ongoing integration of the products, operations and information systems of Firstar Corporation and with the former U.S. Bancorp that could adversely affect the Company's operations or customer relationships; and (iii) the acquisition of State Street's corporate trust business may not produce revenue enhancements or cost savings at levels or within time frames originally anticipated, or may result in unforeseen integration difficulties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.


CONTACT: U.S. Bancorp

Steve Dale (Media), 612/973-0898

H.D. McCullough (Analysts), 612/973-2261

Judith Murphy (Analysts), 612/973-2264



SOURCE: U.S. Bancorp

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