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                                                                  EXHIBIT 4.3(c)

REGISTERED


No. NC-
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
Principal Amount:
$


CUSIP
No.



                                  U.S. BANCORP
                       MEDIUM-TERM NOTE, SERIES N (SENIOR)
                (GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)


ORIGINAL ISSUE DATE:                        MATURITY DATE:


OTHER TERMS:                                REDEMPTION TERMS:


ORIGINAL ISSUE DISCOUNT:                    YIELD TO MATURITY:


SPECIFIED CURRENCY:



          FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.

         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




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to), for value received, hereby promises to pay to ______________ or registered
assigns, the principal sum _______________ of DOLLARS ($________) on the
Maturity date shown above.

The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
Maturity Date, and in such case the overdue principal of this Note shall bear
interest at a rate which is equivalent to the Yield to Maturity stated above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the Maturity Date or the date payment is due upon
acceleration or redemption, as the case may be, to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal
shall be payable upon demand. Any such interest on any overdue principal that is
not so paid on demand shall bear interest at the same rate as the interest on
the overdue principal (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand. In the event that any
Maturity Date is not a Business Day, the principal otherwise payable on such
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 and no interest will accrue for the
period from or after that Maturity Date. In the event that any Redemption Date
is not a Business Day, such Redemption Date shall be postponed to the next day
that is a Business Day, and no interest will accrue for the period from or after
that Redemption Date. Payment of principal and any interest or premium on this
Note will be made in immediately available funds 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.

         The principal of and any premium and interest on this Note are payable
by the Company in the Specified Currency for this Note. If the 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. 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 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




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<PAGE>   3


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 bank in London or New York City
selected by the Exchange Rate Agent. If 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.

         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 referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture hereinafter referred to 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.

Dated:                               U.S. BANCORP


                                     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 Signature

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 ORIGINAL ISSUE DISCOUNT ZERO COUPON 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 (unless otherwise specified on the
face hereof under "Other Terms", expressed as percentages of the Amortized Face
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. 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 in this series shall occur
and be continuing, a lesser amount than the principal amount due at the Stated
Maturity 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.
Upon payment (i) of the amount of principal so declared due and payable and (ii)
of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on this Note shall terminate.

         The amount due and payable on this Note in the event that the principal
amount hereof is declared due and payable prior to the Stated Maturity or in the
event that this Note is redeemed shall, unless otherwise indicated on the face
hereof under "Other Terms", be the Amortized Face Amount of this Note or, in the
case of redemption, the specified percentage of the Amortized Face Amount of
this Note on the day such payment is due and payable, as determined by the
Company, plus, in each case, any accrued but unpaid "qualified stated interest"
payments (as defined in the Treasury Regulations regarding original issue
discount issued by the Treasury Department (the "Regulations")).



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<PAGE>   6

         The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note that has been amortized at the Stated Yield (as defined below) of this
Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue
Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each
case as in effect on the issue date of this Note) at the date as of which the
Amortized Face Amount is calculated. In no event can the Amortized Face Amount
exceed the principal amount of this Note due at the Stated Maturity hereof. As
used in the preceding sentence, the term "issue price" means the principal
amount of this Note due at the Stated Maturity hereof less the Original Issue
Discount of this Note specified on the face hereof. The term "Stated Yield" of
this Note means the Yield to Maturity specified on the face hereof for the
period from the Original Issue Date of this Note specified on the face hereof,
to the Stated Maturity hereof based on the issue price and stated redemption
price at the maturity hereof.

         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 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.

         In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.

         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 (and premium, if any) of 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 (and premium,
if any) of this Note is 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 and any amount in excess





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<PAGE>   7


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 respective meanings assigned to them in
the Indenture.



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                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
    of 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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