<PAGE>   1
                                                                  EXHIBIT 4.3(h)



REGISTERED


No. OD-
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 Depository 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 O (SUBORDINATED)
                (GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)


ORIGINAL ISSUE DATE:                        MATURITY DATE:

INTEREST RATE:                              REDEMPTION TERMS:

OTHER TERMS:

ORIGINAL ISSUE DISCOUNT:                    YIELD TO MATURITY:

[ ]  ORIGINAL ISSUE DISCOUNT NOTE           [ ] ORIGINAL ISSUE DISCOUNT NOTE
     SUBJECT TO "SPECIAL PROVISIONS"            FOR FEDERAL INCOME TAX PURPOSES
     BELOW                                      ONLY

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 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 (subject to the "Special
Provisions" on the reverse side hereof, if applicable), and to pay interest on
such principal sum 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 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




<PAGE>   2


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 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 above under "Other Terms", 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 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 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.,



                                      -2-
<PAGE>   3

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 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.



                                      -3-
<PAGE>   4



         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, NA.,
 as Trustee


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

Authorized Signature

Or by

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


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

Authorized Officer




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<PAGE>   5



                             [REVERSE SIDE OF NOTE]
                                  U.S. BANCORP
                    MEDIUM-TERM NOTE, SERIES O (SUBORDINATED)
                (GLOBAL ORIGINAL ISSUE DISCOUNT 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, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, 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, the Holders of Senior
Indebtedness 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.

         The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness and General Obligations of the
Company, as defined in the Indenture, and each Holder of this Note, by accepting
the same, agrees to and shall be bound by the provisions of the Indenture and
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination of this
Note as provided in the Indenture and appoints the Trustee his attorney-in-fact
for any and all such purposes.

         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 principal
amount of this Note if this Note is an Original Issue Discount Note for federal
income tax purposes only as shown on the face hereof and as percentages of the
Amortized Face Amount of this Note if this Note is an Original Issue Discount
Note subject to the "Special Provisions" below as shown on the face hereof) as
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.




                                      -5-
<PAGE>   6


         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 (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 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 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 and any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to



                                      -6-
<PAGE>   7

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.

                               SPECIAL PROVISIONS

         Unless otherwise indicated on the face hereof under "Other Terms", if
this Note is an Original Issue Discount Fixed Rate Note subject to these Special
Provisions, as indicated on the face hereof, 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 hereof or in the event that this Note is redeemed
shall 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 date
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")).

         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 maturity hereof.




                                      -7-
<PAGE>   8


                                  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.



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



                                      -8-
<PAGE>   9



         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.


                                      -9-