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                                                                EXHIBIT 4.3(a)


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREIN AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



REGISTERED                                                REGISTERED
                                                          Principal Amount:
No. NA-                                                   $
                                                          CUSIP
                                                          No.



                                  U.S. BANCORP
                       MEDIUM-TERM NOTE, SERIES N (SENIOR)
                            (GLOBAL FIXED RATE NOTE)



ORIGINAL ISSUE DATE:                                    MATURITY DATE:

INTEREST RATE:                                          REDEMPTION TERMS:
                                                        OTHER TERMS:
SPECIFIED CURRENCY:



         U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _____________ or registered assigns, the principal sum of
________ DOLLARS ($__________ )

on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on (but excluding) each
February 1 and August 1 or such other dates, if any, as are specified under
"Other Terms" above (the "Interest Payment Dates"), commencing with the Interest
Payment Date immediately following the Original Issue Date, at the rate per
annum equal to the Interest Rate shown above, until the principal hereof is paid
or made available for payment; provided, however, that if the Original Issue
Date is between a Regular Record Date and an Interest Payment Date, interest
payments will be made on the Interest Payment Date following the next succeeding
Regular Record Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date related to the
Interest Payment Date, which shall, unless otherwise specified under "Other
Terms" above, be the day (whether or not a Business Day) fifteen calendar days
preceding each Interest Payment Date; provided, however, that interest payable
on the Maturity Date of this Note or any applicable Redemption Date shall be
payable to the Person to whom principal shall be payable. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder hereof on such Regular Record Date and may be paid to the Person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record Date. In the
event that any Maturity Date or Redemption Date is not a Business Day, the
principal otherwise payable on such




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date will be paid on the next day that is a Business Day with the same force
and effect as if made on such Maturity Date or Redemption Date, and no interest
will accrue for the period from and after that Maturity Date or Redemption Date,
as applicable. In the event that any Interest Payment Date is not a Business
Day, such Interest Payment Date shall be postponed to the next day that is a
Business Day, and no interest will accrue with respect to the payment due on
such Interest Payment Date for the period from and after that Interest Payment
Date to the next succeeding Business Day. Payment of the principal of (and
premium, if any) and interest on this Note will be made at the corporate trust
office of the Paying Agent, U.S. Bank Trust National Association, maintained for
that purpose in the Borough of Manhattan, the City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, provided, however, that the
Company may, at its option, pay interest on any Certificated Note, other than
interest at maturity or upon redemption, by mailing a check to the address of
the Person entitled to payment as it appears on the Security Register of the
Company at the close of business on the Regular Record Date corresponding to the
relevant Interest Payment Date. A Holder of $10,000,000 (or the equivalent of
$10,000,000 in a currency other than U.S. dollars) or more in aggregate
principal amount of Notes of like tenor and term shall be entitled to receive
payments by wire transfer of immediately available funds, but only if
appropriate wire transfer instructions have been received in writing by the
Trustee or the applicable Paying Agent not later than fifteen calendar days
prior to the applicable Interest Payment Date. Payment of the principal of (and
premium, if any) and interest on this Note due on the Maturity Date or any
applicable Redemption Date will be made in immediately available funds upon
presentation of this Note. Interest on this Note shall be computed on the basis
of a 360-day year of twelve 30-day months.

         The principal of and any premium and interest on this Note are payable
by the Company in the Specified Currency for this Note. If Specified Currency
for this Note is other than U.S. dollars, the Company will (unless otherwise
specified on the face hereof) arrange to convert all payments in respect of this
Note into U.S. dollars in the manner described in the following paragraph. If
this Note has a Specified Currency other than U.S. dollars, the Holder may (if
so indicated on the face hereof) elect to receive all payments in respect of
this Note in the Specified Currency by delivery of a written notice to the
Trustee or the applicable Paying Agent not later than fifteen days prior to the
applicable payment date, subject to certain exceptions. That election will
remain in effect until revoked by written notice to the Trustee or Paying Agent
received no later than fifteen calendar days prior to the applicable payment
date.

         In case the Specified Currency on the face hereof is other than U.S.
dollars, the amount of any U.S. dollar payment will be based on the bid quoted
by the Exchange Rate Agent as of 11:00 a.m., London time, on the second day
preceding the applicable payment date on which banks are open for business in
London and New York City, for the purchase of U.S. dollars with the Specified
Currency for settlement on the payment date of the aggregate amount of the
Specified Currency payable to Holders of Notes denominated in other than U.S.
dollars and who are scheduled to receive U.S.dollar payments. If this bid
quotation is not available, the Exchange Rate Agent will obtain a bid quotation
from a leading foreign exchange in London or New York City selected by the
Exchange Rate Agent. If the bids are not available, payment of the aggregate
amount due to all Holders on the payment date will be in the Specified Currency.
All currency exchange costs will be borne by the Holder of this Note by
deductions from such payments due such Holder.



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<PAGE>   3

         Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee identified below, by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.



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         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                     U.S. BANCORP


Dated:                               By
                                       ----------------------------------------
                                     Vice President

                                     Attest
                                           ------------------------------------
                                     Assistant Secretary

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED
PURSUANT TO THE WITHIN-MENTIONED
INDENTURE.


CITIBANK, N.A.,
as Trustee


By
  -------------------------------------
Authorized Signatory

Or by

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent


By
  -------------------------------------

Authorized Officer


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                             [REVERSE SIDE OF NOTE]
                                  U.S. BANCORP
                       MEDIUM-TERM NOTE, SERIES N (SENIOR)
                            (GLOBAL FIXED RATE NOTE)



         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991 (herein called the
"Indenture"), between the Company and Citibank, N.A., as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount.

         If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth on the face hereof under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice mailed to the Person in
whose name this Note is registered at such address as shall appear in the
Security Register of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together in the
case of any such redemption with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to such Redemption Date will be payable to the Holder of this Note
(or one or more predecessor Notes) at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
In the event of redemption of less than all of the principal of this Note, a new
Note of this series and of like tenor of an authorized denomination representing
the unredeemed portion of this Note will be issued in the name of the Holder
hereof upon the cancellation hereof. Unless otherwise specified on the face
hereof under "Redemption Terms," this Note is not subject to any sinking fund.

         If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the



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time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Notes of each
series at the time Outstanding, on behalf of the Holders of all Notes of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         Unless otherwise set forth on the face hereof, under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.

         No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         This Note may have such additional or different terms as are set forth
on the face hereof under "Other Terms." Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

         Unless otherwise defined herein, all terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.




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                                  ABBREVIATIONS

         The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:

         TEN COM--as tenants in common
         TEN ENT--as tenants by the entireties

         JT TEN--as joint tenants with right of survivorship

                           and not as tenants in common
         UNIF GIFT MIN ACT--               Custodian
                            ---------------          ---------------
                                (Cust)                   (Minor)

                        under Uniform Gift to Minors Act

                        --------------------------------
                                     (State)


Additional abbreviations may be used though not in the above list.




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________________________________ FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE






---------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)

-------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing

-------------------------------------------------------------------------------
Attorney

to transfer said Note on the books of the within Company, with full power of
substitution in the premises

Dated
     ---------------                -------------------------------------------

                                    -------------------------------------------




         NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.



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