exv4w3



 






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 Depository Trust Company, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.




	 	 	 	 	 
	REGISTERED
	 	 	 	REGISTERED
	 
	 	 	 	Principal Amount:
	No. PA—
	 	U.S. BANCORP	 	$
	 
	 	Medium-Term Note, Series  P(Senior)	 	CUSIP
	 
	 	(Global Fixed Rate Note)	 	No.






	 	 	 
	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




 









 







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 to the
Depository Trust Company, as depositary, or its nominee as the registered owner of the global notes
representing the book entry notes, 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 bank 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.



2









 





     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.



3









 





     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




4









 








[Reverse Side of Note]

U.S. BANCORP

Medium-Term Note, Series P (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 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



5









 







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
Security Registrar 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.



6









 





                                                            




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.




7









 








     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.




8









 






EXHIBIT 4.3(B)



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, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.




	 	 	 	 	 
	REGISTERED
	 	 	 	REGISTERED
	 
	 	 	 	Principal Amount:
	No. PB—
	 	U.S. BANCORP	 	$
	 
	 	Medium-Term Note, Series  P(Senior)	 	CUSIP
	 
	 	(Global Floating Rate Note)	 	No.






	 	 	 	 	 
	ORIGINAL ISSUE DATE:
	 	MATURITY DATE:
	 
	 	 	 	 
	INITIAL INTEREST RATE:
	 	SPREAD:
	 
	 	 	 	 
	BASE RATE (and, if
	 	SPREAD MULTIPLIER:
	applicable, related Interest Periods):

	 
	 	 	 	 
	[  ]     

	 	Commercial Paper Rate
	 	REDEMPTION TERMS:
	[  ]

	 	Federal Funds Rate	 	 
	[  ]

	 	LIBOR	 	 
	[  ]

	 	EURIBOR	 	 
	[  ]

	 	Prime Rate	 	 
	[  ]

	 	CD Rate	 	 
	[  ]

	 	Treasury Rate	 	 
	[  ]

	 	CMT Rate	 	 
	[  ]

	 	Other (see “Other Terms”)
	 	OTHER TERMS:






INDEX MATURITY:



MAXIMUM INTEREST RATE:



MINIMUM INTEREST RATE:



INTEREST RESET DATES:



INTEREST PAYMENT DATES:



INTEREST RESET PERIOD:



SPECIFIED CURRENCY:



DAY COUNT CONVENTION:



	 	 	 
	[  ]

	 	30/360 for the period
	

	 	From            To
	[  ]

	 	Actual/360 for the period
	

	 	From            To
	[  ]

	 	Actual/Actual for the period
	

	 	From            To






 









 





     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, except as
otherwise specified below, from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, on each Interest Payment Date shown above, commencing
with the Interest Payment Date immediately following the Original Issue Date, at the rate per annum
determined in accordance with the provisions set forth on the reverse side hereof relating to the
applicable Base Rate specified 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 such 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, unless otherwise specified
under “Other Terms” above, shall 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, 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, provided that, for LIBOR and EURIBOR notes, if
such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day. Payment of the principal of (and premium, if any) and interest
on this Note will be made to the Depository Trust Company, as depositary, or its nominee as the
registered owner of the global notes representing the book entry notes, 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. 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 above under “Redemption Terms”, this Note is subject to redemption, in whole or in
part, at the option of the Company prior to the Maturity Date upon not less than 30 nor more than
60 days’ notice mailed to the registered holder of the Note.




     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 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 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.



     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 or be valid or obligatory for any purpose.



 









 





     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




 









 





[Reverse Side of Note]

U.S. BANCORP

Medium-Term Note, Series P (Senior)

(Global Floating 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 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.



     General



     The rate of interest for this Note will be determined by reference to one or more Base Rates
specified on the face hereof, which may be adjusted by a Spread and/or Spread Multiplier. The
“Spread” is the number of basis points, or one-hundredth of a percentage point, specified on the
face hereof to be added or subtracted from the Base Rate specified on the face hereof. The “Spread
Multiplier” is the percentage specified on the face hereof to be applied to the Base Rate specified
on the face hereof. This Note may also have either or both of the following: (i) a Maximum
Interest Rate, or ceiling, on the rate at which interest will accrue during any Interest Reset
Period; and (ii) a Minimum Interest Rate, or floor, on the rate at which interest will accrue
during any Interest Reset Period. Notwithstanding the foregoing, the interest rate per annum
hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law as the same may be modified by
United States law of general application. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit may not apply to Notes in which $2,500,000
or more has been invested.



     Commencing with the Interest Reset Date specified on the face hereof, first following the
Original Issue Date specified on the face hereof, the rate at which this Note bears interest will
be reset daily, weekly, monthly, quarterly, semi-annually or annually (such specified period, an
“Interest Reset Period,” and the date on which each such reset occurs, an “Interest Reset Date”).
Unless otherwise specified on the face hereof under “Other Terms,” the Interest Reset Date will be
as follows: in the case of Notes which are reset daily, each Business Day; in the case of Notes
(other than Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in the case of
Treasury Rate Notes which are reset weekly, the Tuesday of each week (except if the auction date
falls on a Tuesday, then the next Business Day, as provided below); in the case of Notes which are
reset monthly, the third Wednesday of each month; in the case of Notes which are reset quarterly,
the third Wednesday of March, June, September and December of each year; in the case of Notes which
are reset semi-annually, the third Wednesday of the two months of each year as indicated above, by
the Interest Reset Dates; and in the case of Notes which are reset annually, the third Wednesday of
the month of each year as indicated on the face hereof, by the Interest Reset Dates. Unless
otherwise specified on the face hereof, the interest rate determined with respect to any Interest
Determination Date (as defined below) will become effective on the next succeeding Interest Reset
Date; provided, however, that the interest rate in effect from the Original Issue Date to the first
Interest Reset Date with respect to this Note (the “Initial Interest Rate”) will be as set forth on
the face hereof. If any Interest Reset Date for any Note would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day,
provided that, for LIBOR and EURIBOR notes, if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day. Subject to
applicable provisions of law and except as specified herein, on each Interest Reset Date the rate
of interest on this Note shall be the rate determined in accordance with the provisions of the
applicable heading below.



     As used herein, “Interest Determination Date” is the date that the Calculation Agent will
refer to, when determining the new interest rate at which the interest rate on a Floating Rate Note
will reset. Unless otherwise



 









 







specified on the face hereof under “Other Terms,” the Interest Determination Date pertaining
to an Interest Reset Date for a Commercial Paper Rate Note, a CD Rate Note, or a CMT Rate Note (the
“Commercial Paper Interest Determination Date”, the “CD Interest Determination Date”, and the “CMT
Interest Determination Date”, respectively) will be the second Business Day before the Interest
Reset Date; for Federal Funds Rate Notes and Prime Rate Notes, the Business Day immediately
preceding the related Interest Reset Date (the “Federal Funds Interest Determination Date” and the
“Prime Interest Determination Date”, respectively); for EURIBOR Notes, the second TARGET Business
Day before the Interest Reset Date (the “EURIBOR Interest Determination Date”); and for LIBOR
Notes, the second London Business Day before the Interest Reset Date (the “LIBOR Interest
Determination Date”). Unless otherwise specified on the face hereof under “Other Terms,” the
Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note (the
“Treasury Interest Determination Date”) will be the Business Day (other than the Interest Reset
Date) on which Treasury Bills would normally be auctioned in the week in which such Interest Reset
Date falls. Treasury Bills are usually sold at auction on Monday of each week, unless that day is
a legal holiday, in which case the auction is usually held on the following Tuesday, but the
auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is
so held on the preceding Friday, that Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next week. If an auction falls on a day
that is an Interest Reset Date for a Treasury Rate Note, the Interest Reset Date will be the
following Business Day. The Interest Determination Date for a Floating Rate Note, which interest
rate is determined by two or more Base Rates, will be the latest Business Day which is at least two
Business Days prior to the Interest Reset Date for such Floating Rate Note on which each such Base
Rate can be determined.



     Unless otherwise specified on the face hereof under “Other Terms,” interest payments on this
Note on an Interest Payment Date will accrue from and including the most recent Interest Payment
Date on which interest is paid or duly provided for, or if no interest is paid or duly provided
for, the date will be from and including the Original Issue Date or any other date specified in the
pricing supplement on which interest begins to accrue. Interest will accrue to, but excluding, the
next Interest Payment Date, or if earlier, the date on which the principal is paid or duly made
available for payment. Accrued interest is calculated by multiplying the face amount of this Note
by the applicable accrued interest factor (the “Accrued Interest Factor”). This Accrued Interest
Factor is the sum of the interest factors calculated for each day from the Original Issue Date or
from the last date to which interest has been paid or duly provided for to the date for which
accrued interest is being calculated. The interest factor for each such day is computed by
dividing the annual interest rate, expressed as a decimal, applicable to that day by 360 in the
case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes, EURIBOR Notes, Prime
Rate Notes, and CD Rate Notes, or by the actual number of days in the year in the case of Treasury
Rate Notes and CMT Rate Notes. The interest rate in effect on each day will be (i) if the day is
an Interest Reset Date, the interest rate for the Interest Determination Date related to the
Interest Reset Date or (ii) if the day is not an Interest Reset Date, the interest rate for the
Interest Determination Date related to the next preceding Interest Reset Date, subject in either
case to any Maximum Interest Rate or Minimum Interest Rate referred to on the face hereof.



     On or before the Calculation Date (as defined below), U.S. Bank Trust National Association, as
Calculation Agent (the “Calculation Agent”), will determine the interest rate in accordance with
the foregoing with respect to the applicable Base Rate and will notify the Paying Agent. The
Paying Agent will determine the Accrued Interest Factor applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate then in effect and the
interest rate which will become effective as a result of a determination made with respect to the
most recent Interest Determination Date with respect to this Note. The determinations of interest
rates made by the Calculation Agent shall, in the absence of manifest error, be conclusive and
binding, and neither the Trustee nor the Paying Agent shall have the duty to verify determinations
of interest rates made by the Calculation Agent. The determinations of Accrued Interest Factors
made by the Paying Agent shall be conclusive and binding. Unless otherwise specified on the face
hereof under “Other Terms,” the “Calculation Date” means the earlier of (i) the tenth calendar day
after such Interest Determination Date, or, if that day is not a Business Day, the following
Business Day, and (ii) the Business Day before the applicable Interest Payment Date, Maturity Date
or Redemption Date, as the case may be.



     Unless otherwise specified on the face hereof under “Other Terms,” all percentages resulting
from any calculation on this Note, will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded
upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655) and
9.876544% (or .09876544) will be rounded to 9.87654% (or .0987654)).



 









 




All calculations of the Accrued Interest Factor for any day on Floating Rate Notes will be
rounded, if necessary, to the nearest one hundred-millionth, with five one-billionths rounded
upward (e.g., .098765455 will be rounded to .09876546 and .098765454 will be rounded to .09876545).
All dollar amounts used in or resulting from calculation on this Note will be rounded to the
nearest cent, with one-half cent being rounded upward.




     Determination of Commercial Paper Rate



     If the Base Rate specified above with respect to any Interest Period is the Commercial Paper
Rate, this Note is a “Commercial Paper Rate Note” with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to such Interest
Period shall be the Commercial Paper Rate and the Spread and/or the Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Commercial Paper Interest
Determination Date. Commercial Paper Rate Notes will be subject to the minimum interest rate and
maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “Commercial Paper Rate”
means, for any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as
described below) of the rate on that date for commercial paper having the Index Maturity specified
in the applicable Pricing Supplement as published in “Statistical Release H.15(519), Selected
Interest Rates” or any successor publication of the Board of Governors of the Federal Reserve
System or (“H.15 (519)”) under the heading “Commercial Paper — Nonfinancial.”



     The following procedures will be followed if the Commercial Paper Rate cannot be determined as
described above: (1) If the rate is not published by 3:00 p.m., New York City time, on the
Calculation Date relating to the Commercial Paper Interest Determination Date, then the Commercial
Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement as set forth in the daily update of H.15(519), available through the worldwide
website of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or publication (the “H.15
Daily Update”) under the heading “Commercial Paper — Nonfinancial;” (2) If by 3:00 p.m., New York
City time, on the Calculation Date the rate is not published in either H.15(519) or the H.15 Daily
Update, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the
Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in the
City of New York selected by the Calculation Agent, after consultation with the Company, for
commercial paper having the Index Maturity specified in the applicable Pricing Supplement placed
for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized
securities rating agency; provided, however, that if the dealers selected by the Calculation Agent
are not quoting as described above in this sentence, the Commercial Paper Rate in effect
immediately before the Commercial Paper Interest Determination Date will not change and will remain
the Commercial Paper Rate in effect on the Commercial Paper Interest Determination Date.



     “Money Market Yield” shall be a yield calculated in accordance with the following formula:



	 	 	 	 	 	 	 
	Money Market Yield =
	 	     D x 360     	 	x 100	 	 
	 
	 	360 - (D x M)	 	 	 	 





where “D” refers to the applicable per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal, and “M” refers to the actual number of days
in the interest period for which the interest is being calculated.




 









 








     Determination of Federal Funds Rate



     If the Base Rate specified on the face hereof with respect to any Interest Period is the
Federal Funds Rate, this Note is a “Federal Funds Rate Note” with respect to such Interest Period
and the interest rate with respect to this Note for any Interest Reset Date relating to such
Interest Period shall be the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Federal Funds Interest Determination
Date. Federal Funds Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “Federal Funds Rate” means,
for any Federal Funds Interest Determination Date, the rate on that date for Federal Funds as
published in H.15(519) under the heading “Federal Funds (Effective)” as displayed on Moneyline
Telerate, Inc., or any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as “Telerate Page 120.” The
following procedures will be followed if the Federal Funds Rate cannot be determined as described
above: (1) If the above rate is not published by 3:00 p.m., New York City time, on the Calculation
Date for the Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate
published in the H.15 Daily Update under the heading “Federal Funds (Effective);” (2) If neither
of the above rates is published by 3:00 p.m., New York City time, on the Calculation Date for the
Federal Funds Interest Determination Date, the Calculation Agent will determine the Federal Funds
Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar
Federal Funds arranged by three leading dealers of Federal Funds transactions in the City of New
York selected by the Calculation Agent, after consultation with the Company, as of 3:00 p.m., New
York City time, on such Federal Funds Interest Determination Date; provided, however, that if the
dealers selected by the Calculation Agent are not quoting as specified above in this sentence, the
Federal Funds Rate in effect immediately before the Federal Funds Interest Determination Date will
not change and will remain the Federal Funds Rate in effect on the Federal Funds Interest
Determination Date.



     Determination of LIBOR



     If the Base Rate specified on the face hereof with respect to any Interest Period is LIBOR,
this Note is a “LIBOR Note” with respect to such Interest Period and the interest rate with respect
to this Note for any Interest Reset Date relating to such Interest Period shall be LIBOR, and the
Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the
applicable LIBOR Interest Determination Date. LIBOR Notes will be subject to the minimum interest
rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “LIBOR” will be determined
by the Calculation Agent for each Interest Determination Date in accordance with the following
provisions:



     (1) For any LIBOR Interest Determination Date, LIBOR will be the rates for deposits in U.S.
dollars having the Index Maturity specified on the face hereof under “Other Terms,” on the second
London Business Day before the LIBOR Interest Reset Date, that is displayed on Moneyline Telerate,
Inc., or any other successor service, as of 11:00 a.m London time, on page 3750, or any other page
as may replace the applicable page, on that service, which is commonly referred to as “Telerate
Page 3750;” (2) If no rate appears, the Calculation Agent will request that the principal London
offices of each of four major banks in the London interbank market, selected by the Calculation
Agent, after consultation with the Company, at approximately 11:00 a.m., London time, on the LIBOR
Interest Determination Date provide the Calculation Agent with their offered quotation for deposits
in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement on the
second Business Day before the LIBOR Interest Reset Date, and in a principal amount, that in the
judgment of the Calculation Agent, is representative of a single transaction in the market at that
time. If at least two quotations are provided, LIBOR for the LIBOR Interest Determination Date
will be the arithmetic mean of those quotations; (3) If fewer than two quotations are provided,
LIBOR will be determined for the applicable LIBOR Interest Determination Date as the arithmetic
mean of the rates quoted at approximately 11:00 a.m., New York City time, by three major banks in
the City of New York selected by the Calculation Agent, after consultation with the Company, for
loans in U.S. dollars to leading European banks, having the Index Maturity specified on the face
hereof, on the second London Business Day before the LIBOR Interest Reset Date and in a principal
amount that, in the judgment of the Calculation Agent, is representative of a single transaction in
the market at that time; provided, however, that if the banks so selected by the Calculation Agent
are not quoting as specified above in this sentence, LIBOR in effect immediately before the



 









 







LIBOR Interest Determination Date will not change and will remain the LIBOR in effect on such
LIBOR Interest Determination Date.



     Determination of EURIBOR



     If the Base Rate specified on the face hereof with respect to any Interest Period is EURIBOR,
this Note is a “EURIBOR Note” with respect to such Interest Period and the interest rate with
respect to this Note for any Interest Reset Date relating to such Interest Period shall be the
EURIBOR Rate and the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable EURIBOR Interest Determination Date. EURIBOR Rate Notes will be
subject to the minimum interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” EURIBOR means for any
EURIBOR Interest Determination Date, a base rate equal to the interest rate for deposits in euros
designated as “EURIBOR” and sponsored jointly by the European Banking Federation and ACI — the
Financial Market Association, or any company established by the joint sponsors for purposes of
compiling and publishing that rate. EURIBOR will be determined in the following manner: (1)
EURIBOR will be the offered rate for deposits in euros having the Index Maturity specified on the
face hereof under “Other Terms,” beginning on the second euro Business Day after the relevant
Interest Determination Date, as that rate appears on Telerate Page 248 as of 11:00 a.m. Brussels
time, on the relevant Interest Determination Date; (2) If the rate described above does not appear
on Telerate Page 248, EURIBOR will be determined on the basis of the rates, at approximately 11:00
a.m. Brussels time, on the relevant Interest Determination Date, at which deposits of the following
kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office
of each of four major banks in that market selected by the Calculation Agent, after consultation
with the Company: euro deposits having the relevant Index Maturity, beginning on the relevant
Interest Reset Date, and in a representative amount. The Calculation Agent will request the
principal euro-zone office of each of these banks to provide a quotation of its rate. If at least
two quotations are provided, EURIBOR for the relevant Interest Determination Date will be the
arithmetic mean of the quotations; (3) If fewer than two quotations are provided as described
above, EURIBOR for the relevant Interest Determination Date will be the arithmetic mean of the
rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00
a.m. Brussels time on that Interest Determination Date, by three major banks in the euro-zone
selected by the Calculation Agent, after consultation with the Company: loans of euros having the
relevant Index Maturity, beginning on the relevant Interest Reset Date, and in a representative
amount, provided, however, that if fewer than three banks selected by the Calculation Agent are
quoting as described in the previous sentence, EURIBOR in effect immediately before the new
interest period will not change and will remain EURIBOR in effect on such EURIBOR new interest
period. If the initial base rate has been in effect for the prior interest period, however, it
will remain in effect for the new interest period.



     Determination of Prime Rate



     If the Base Rate specified on the face hereof with respect to any Interest Period is the Prime
Rate, this Note is a “Prime Rate Note” with respect to such Interest Period and the interest rate
with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the
Prime Rate and the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Prime Interest Determination Date. Prime Rate Notes will be subject
to the minimum interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “Prime Rate” means, for any
Prime Interest Determination Date, the rate on that date as published in H.15(519) under the
Heading “Bank Prime Loan.” The following procedures will be followed if the Prime Rate cannot be
determined as described in the previous sentence: (1) If the rate is not published prior to 9:00
a.m, New York City time, on the Calculation Date, then the Prime Rate will be the rate on that
Prime Interest Determination Date as published in the H.15 Daily Update under the heading “Bank
Prime Loan;” (2) If the rate is not published prior to 3:00 p.m., New York City time, on the
Calculation Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of business on that Prime Interest
Determination Date by at least three major banks in New York City selected by the Calculation
Agent, after consultation with the Company. If the banks selected are not quoting as mentioned in
the previous sentences, the Prime Rate will remain the Prime Rate for the immediately



 









 







preceding Interest Reset Period, or if there was no Interest Reset Period, the rate of
interest payable will be the Initial Interest Rate.



     Determination of the CD Rate



     If the Base Rate specified on the face hereof with respect to any Interest Period is the CD
Rate, this Note is a “CD Rate Note” with respect to such Interest Period and the interest rate with
respect to this Note for any Interest Reset Date relating to such Interest Period shall be the CD
Rate and the Spread and/or the Spread Multiplier, as specified on the face hereof, as determined on
the applicable CD Interest Determination Date. CD Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “CD Rate” means, for any CD
Interest Determination Date, the rate on that date for negotiable certificates of deposit having
the Index Maturity specified on the face hereof as this rate is published in H.15(519) under the
heading “CDs (secondary market).” The following procedures will be followed if the CD Rate cannot
be determined as described above: (1) If by 3:00 p.m., New York City time, on the Calculation Date
related to the CD Interest Determination Date, this rate is not published in H.15(519), then the CD
Rate shall be the rate on the CD Interest Determination Date for negotiable certificates of deposit
of the Index Maturity specified on the face hereof and published in the H.15 Daily Update under the
heading “CDs (secondary market);” (2) If by 3:00 p.m., New York City time, on the Calculation Date,
the rate is not published in either H.15(519) or the H.15 Daily Update, the Calculation Agent will
calculate the CD Rate to be the arithmetic mean of the secondary market offered rates as of 3:00
p.m., New York City time, on the CD Interest Determination Date, of three leading non-bank dealers
in negotiable U.S. dollar certificates of deposit in New York City selected by the Calculation
Agent, after consultation with the Company, for negotiable certificates of deposit of major U.S.
money market banks which are then rated A-1+ by Standard & Poor’s Ratings Group and P-1 by Moody’s
Investor Service, and with a remaining maturity closest to the Index Maturity specified above in
denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as described above in this sentence, the CD Rate in effect
immediately before that CD Interest Determination Date will not change and will remain the CD Rate
in effect on that CD Interest Determination Date.



     Determination of Treasury Rate



     If the Base Rate specified on the face hereof with respect to any Interest Period is the
Treasury Rate, this Note is a “Treasury Rate Note” with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to such Interest
Period shall be the Treasury Rate and the Spread and/or the Spread Multiplier, if any, as specified
on the face hereof, as determined on the applicable Treasury Interest Determination Date. Treasury
Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “Treasury Rate” means, for
any Treasury Interest Determination Date, the rate for the most recent auction of direct
obligations of the United States (“Treasury Bills”) having the Index Maturity specified on the face
hereof as this rate is displayed on Moneyline Telerate, Inc., or any successor service under the
caption “Investment Rate” on page 56 or 57, or other page as may replace the applicable page on
that service, which is commonly referred to as “Telerate page 56” or “Telerate Page 57,” as the
case may be, or if not published on Moneyline Telerate, Inc., by 3:00 p.m., New York City time, on
the Calculation Date for the Treasury Interest Determination Date, the rate published in the H.15
Daily Update under the heading “U.S. Government Securities/Treasury Bills/Auction High.” The
following procedures will be followed if the Treasury Rate cannot be determined as described above:
(1) If not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for
the Treasury Interest Determination Date, the Treasury Rate will be the bond equivalent yield of
the auction rate of the applicable Treasury Bills on the Treasury Interest Determination Date as
announced by the U.S. Department of the Treasury. If by 3:00 p.m., New York City time on the
Calculation Date, the results of the auction of Treasury Bills having the Index Maturity designated
on the face hereof are not otherwise as provided above or if no auction is held in a particular
week, then the Calculation Agent will calculate the Treasury Rate to be a Yield to Maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of 3:30 p.m.
New York City time, on the Treasury Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent, after consultation with the
Company, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided,



 









 







however, that if the dealers selected by the Calculation Agent are not quoting as described
above in this sentence, the Treasury Rate in effect immediately before the Treasury Interest
Determination Date will not change and will remain the Treasury Rate in effect on such Treasury
Interest Determination Date.



     The “bond equivalent yield” means a yield (expressed as a percentage) calculated in accordance
with the following formula:



	 	 	 	 	 	 	 
	Bond equivalent yield =

	 	     D x N     
	 	x 100
	 	 
	

	 	360 - (D x M)	 	 	 	 






     Where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank
discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be,
and “M” refers to the actual number of days in the applicable Interest Reset Period.



Determination of CMT Rate




     If the Base Rate specified on the face hereof with respect to any Interest Period is the CMT
Rate, this Note is a “CMT Rate Note” with respect to such Interest Period and the interest rate
with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the
CMT Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable CMT Interest Determination Date. CMT Rate Notes will be subject to
the minimum interest rate and maximum interest rate, if any.




Unless otherwise specified on the face hereof under “Other Terms,” “CMT Rate” means, for any
CMT Interest Determination Date, the rate reported on Moneyline Telerate, Inc., or any
successor service, under the heading “Daily Treasury Constant Maturities and Money
Markets/Federal Reserve Board Release H.15 Monday’s Approx. 3:45 p.m. EDT,” on page 7051, or
any other page as may replace the applicable page on that service, which is commonly
referred to as “Telerate Page 7051”. The following procedures will be followed if the CMT
Rate cannot be determine as described above: If the CMT Rate is not available by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such CMT Interest Determination
Date, the Calculation Agent will calculate the CMT Rate for the CMT Interest Determination
Date which will be the bond equivalent yield to maturity of the arithmetic mean of the
secondary market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT
Interest Determination Date, reported, according to their written records, by three leading
primary United States government securities dealers in the City of New York (the “Reference
Dealers”) selected by the Calculation Agent, after consultation with the Company, for the
most recently issued direct noncallable fixed rate Treasury Bills with an original maturity
approximately equal to the applicable Index Maturity; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as described above in
this sentence, the CMT Rate in effect immediately before the CMT Interest Determination Date
will not change and will remain the CMT Rate then in effect on such CMT Interest
Determination Date.



     Redemption



     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 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 in the case of any such redemption to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Record Dates referred to above, 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 for the unredeemed portion of
this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless
otherwise specified above, under “Redemption Terms”, this Note is not subject to any sinking fund.



 









 





     Miscellaneous Provisions



     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 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 hereof 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
Security Registrar 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 respective meanings assigned to them in the Indenture.



 









 





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



	 	 	 	 	 	 	 	 	 
	UNF GIFT MIN ACT—

	 	                                        
	 	Custodian
	 	                                        
	 	 
	

	 	(Cust)
	 	 	 	(Minor)	 	 






under Uniform Gift to Minors Act




(State)



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




 









 








     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.




 









 






EXHIBIT 4.3(C)




REGISTERED



No. PC—

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, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.




REGISTERED

Principal Amount:

$


CUSIP

No.




U.S. Bancorp


Medium-Term Note, Series P (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



 









 







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 the principal of (and premium, if any) and interest on this Note
will be made to the Depository Trust Company, as depositary, or its nominee as the registered owner
of the global notes representing the book entry notes, 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 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



-2-









 







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-









 





     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 Signature




Or by




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Authenticating Agent




By




Authorized Officer





-4-









 








[Reverse Side of Note]




U.S. BANCORP

Medium-Term Note, Series P (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”)).



-5-









 





     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 Security Registrar 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



-6-









 







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.



-7-









 





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-









 








     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-










 






EXHIBIT 4.3(D)




REGISTERED



No. PD—

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, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.




REGISTERED

Principal Amount

$


CUSIP

No.




U.S. Bancorp


Medium-Term Note, Series P (Senior)

(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

SUBJECT TO “SPECIAL PROVISIONS”

BELOW
	 	[  ]
	 	ORIGINAL ISSUE DISCOUNT NOTE FOR

FEDERAL INCOME TAX PURPOSES

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 on the reverse side hereof, 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 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 to the Depository Trust
Company, as depositary, or its nominee as the registered owner of the global notes representing the
book entry notes, 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 Hold
er 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.



-2-









 





     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 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-









 





     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, NA.,

as Trustee




By




Authorized Signature




Or by



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Authenticating Agent




By




Authorized Officer





-4-









 








[Reverse Side of Note]

U.S. Bancorp

Medium-Term Note, Series P (Senior)

(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 (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 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 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, 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.



-5-









 





     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
Security Registrar 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 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.



-6-









 





     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 (as defined below) 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-









 





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-









 








     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-










 






EXHIBIT 4.3(E)



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, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.





	 	 	 	 	 
	REGISTERED
	 	 	 	REGISTERED
	 
	 	 	 	Principal Amount:
	No. QA—
	 	U.S. BANCORP	 	$
	 
	 	Medium-Term Note, Series Q (Subordinated)	 	CUSIP:
	 
	 	(Global Fixed Rate Note)	 	No.






	 	 	 
	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
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 to the
Depository Trust Company, as depositary, or its nominee as the registered owner of the global notes
representing the book entry notes, 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., 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 the bids are not available, payment of the aggregate amount due to all
Holders on the



2









 




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 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.



3









 








     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
	 	 







4









 








[Reverse Side of Note]

U.S. BANCORP

Medium-Term Note, Series Q (Subordinated)

(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, 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 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.



     The indebtedness evidenced by the Note is issued subject to the provisions of the Indenture
regarding payments to creditors in respect of General Obligations. In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to the subordination provisions referred in the
preceding paragraph, any amount of cash, property or securities available for payment or
distribution in respect of Notes (as defined in the Indenture, “Excess Proceeds”), and if, at such
time, any creditors in respect of General Obligations have not received payment in full of all
amounts due or to become due on or in respect of such General Obligations, then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of such General
Obligations before any payment or distribution may be made in respect of Notes. This paragraph
shall immediately and automatically terminate, be null and void ab initio and have no further
effect upon the occurrence of a Termination Event (as defined in the Indenture).



     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



5









 







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 with similar terms, and 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 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.



     Subject to the rights of holders of Senior Indebtedness and General Obligations of the Company
set forth in this Note and as provided in the Indenture referred to above, 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
Security Registrar 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.



6









 








     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.



7









 








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.




8









 








     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










 






EXHIBIT 4.3(F)



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, a New York corporation (“DTC”)
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 in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.





					
	REGISTERED
	 	 	 	REGISTERED
	 
	
	 	U.S. Bancorp
	 	Principal Amount:
	No. QB-
	 	Medium-Term Note, Series Q (Subordinated)
	 	$
	
	 	(Global Floating Rate Note)
	 	CUSIP
	
	 	 	 	No.









			
	ORIGINAL ISSUE DATE:
	 	MATURITY DATE:
	 
	INITIAL INTEREST RATE:
	 	SPREAD:
	 
	BASE RATE (and, if
	 	SPREAD MULTIPLIER:
	applicable, related Interest Periods):	 	 
	 
	[   
]      Commercial Paper Rate
	 	REDEMPTION TERMS:
	[   
]      Federal Funds Rate	 	 
	[   
]       LIBOR	 	 
	[   
]       EURIBOR	 	 
	[   
]       Prime Rate	 	 
	[   
]       CD Rate	 	 
	[   
]       Treasury Rate	 	 
	[   
]       CMT Rate	 	 
	[   
]       Other (see “Other Terms”)
	 	OTHER TERMS:
	 
	INDEX MATURITY:	 	 
	 
	MAXIMUM INTEREST RATE:	 	 
	 
	MINIMUM INTEREST RATE:	 	 
	 
	INTEREST RESET DATES:	 	 
	 
	INTEREST PAYMENT DATES:	 	 
	 
	INTEREST RESET PERIOD:	 	 
	 
	SPECIFIED CURRENCY:	 	 
	 
	DAY COUNT CONVENTION:	 	 
	 
	[   
]      30/360 for the period	 	 
	              From            To	 	 
	[   
]      Actual/360 for the period	 	 
	              From            To	 	 
	[   
]      Actual/Actual for the period	 	 
	              From            To	 	 






 









 





     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, except as otherwise specified below, from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for, on each Interest Payment Date shown above, commencing
with the Interest Payment Date immediately following the Original Issue Date,
at the rate per annum determined in accordance with the provisions set forth on
the reverse side hereof relating to the applicable Base Rate specified 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 such 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, unless otherwise specified under “Other Terms” above, shall 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, 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, provided that, for LIBOR and EURIBOR notes, if such Business Day
is in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day. Payment of the principal of (and
premium, if any) and interest on this Note will be made to the Depository Trust
Company, as depositary, or its nominee as the registered owner of the global
notes representing the book entry notes, 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. If
possible Redemption Dates or periods within which Redempti
on Dates may occur
and the related Redemption Prices (expressed as percentages of the principal
amount of this Note) are set forth above under “Redemption Terms”, this Note is
subject to redemption, in whole or in part, at the option of the Company prior
to the Maturity Date upon not less than 30 nor more than 60 days’ notice mailed
to the registered holder of the Note.





2










 






     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 bank 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.



     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 or be valid or obligatory
for any purpose.



3









 





     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



4









 








[Reverse Side of Note]

U.S. BANCORP

Medium-Term Note, Series Q (Subordinated)

(Global Floating 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 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.



     General



     The rate of interest for this Note will be determined by reference to one
or more Base Rates specified on the face hereof, which may be adjusted by a
Spread and/or Spread Multiplier. The “Spread” is the number of basis points,
or one-hundredth of a percentage point, specified on the face hereof to be
added or subtracted from the Base Rate specified on the face hereof. The
“Spread Multiplier” is the percentage specified on the face hereof to be
applied to the Base Rate specified on the face hereof. This Note may also
have either or both of the following: (i) a Maximum Interest Rate, or ceiling,
on the rate at which interest will accrue during any Interest Reset Period; and
(ii) a Minimum Interest Rate, or floor, on the rate at which interest will
accrue during any Interest Reset Period. Notwithstanding the foregoing, the
interest rate per annum hereon shall not be greater than the Maximum Interest
Rate, if any, or less than the Minimum Interest Rate, if any, specified on the
face hereof. The interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This
limit may not apply to Notes in which $2,500,000 or more has been invested.



     Commencing with the Interest Reset Date specified on the face hereof,
first following the Original Issue Date specified on the face hereof, the rate
at which this Note bears interest will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (such specified period, an “Interest Reset
Period,” and the date on which each such reset occurs, an “Interest Reset
Date”). Unless otherwise specified on the face hereof under “Other Terms,” the
Interest Reset Date will be as follows: in the case of Notes which are reset
daily, each Business Day; in the case of Notes (other than Treasury Rate Notes)
which are reset weekly, the Wednesday of each week; in the case of Treasury
Rate Notes which are reset weekly, the Tuesday of each week (except if the
auction date falls on a Tuesday, then the next Business Day, as provided
below); in the case of Notes which are reset monthly, the third Wednesday of
each month; in the case of Notes which are reset quarterly, the third Wednesday
of March, June, September and December of each year; in the case of Notes which
are reset semi-annually, the third Wednesday of the two months of each year as
indicated on the face hereof, by the Interest Reset Dates; and in the case of
Notes which are reset annually, the third Wednesday of the month of each year
as indicated on the face hereof, by the Interest Reset Dates. Unless otherwise
specified on the face hereof, the interest rate determined with respect to any
Interest Determination Date (as defined below) will become effective on the
next succeeding Interest Reset Date; provided, however, that the interest rate
in effect from the Original Issue Date to the first Interest Reset Date with
respect to this Note (the “Initial Interest Rate”) will be as set forth on the
face hereof. If any Interest Reset Date for any Note would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next day that is a Business Day, provided that, for LIBOR and EURIBOR notes,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.



5









 





     As used herein, “Interest Determination Date” is the date that the
Calculation Agent will refer to, when determining the new interest rate at
which the interest rate on a Floating Rate Note will reset. Unless otherwise
specified on the face hereof under “Other Terms,” the Interest Determination
Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note, a
CD Rate Note, or a CMT Rate Note (the “Commercial Paper Interest Determination
Date”, the “CD Interest Determination Date”, and the “CMT Interest
Determination Date”, respectively) will be the second Business Day before the
Interest Reset Date; for Federal Funds Rate Notes and Prime Rate Notes, the
Business Day immediately preceding the related Interest Reset Date (the
“Federal Funds Interest Determination Date” and the “Prime Interest
Determination Date”, respectively); for EURIBOR Notes, the second TARGET
Business Day before the Interest Reset Date (the “EURIBOR Interest
Determination Date”); and for LIBOR Notes, the second London Business Day
before the Interest Reset Date (the “LIBOR Interest Determination Date”).
Unless otherwise specified on the face hereof under “Other Terms,” the Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate
Note (the “Treasury Interest Determination Date”) will be the Business Day
(other than the Interest Reset Date) on which Treasury Bills would normally be
auctioned in the week in which such Interest Reset Date falls. Treasury Bills
are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the following Tuesday,
but the auction may be held on the preceding Friday. If, as the result of a
legal holiday, an auction is so held on the preceding Friday, that Friday will
be the Treasury Interest Determination Date pertaining to the Interest Reset
Date occurring in the next week. If an auction falls on a day that is an
Interest Reset Date for a Treasury Rate Note, the Interest Reset Date will be
the following Business Day. The Interest Determination Date for a Floating
Rate Note, which interest rate is determined by two or more Base Rates, will be
the latest Business Day which is at least two Business Days prior to the
Interest Reset Date for such Floating Rate Note on which each such Base Rate
can be determined.



     Unless otherwise specified on the face hereof under “Other Terms,”
interest payments on this Note on an Interest Payment Date will accrue from and
including the most recent Interest Payment Date on which interest is paid or
duly provided for, or if no interest is paid or duly provided for, the date
will be from and including the Original Issue Date or any other date specified
in the pricing supplement on which interest begins to accrue. Interest will
accrue to, but excluding, the next Interest Payment Date, or if earlier, the
date on which the principal is paid or duly made available for payment.
Accrued interest is calculated by multiplying the face amount of this Note by
the applicable accrued interest factor (the “Accrued Interest Factor”). This
Accrued Interest Factor is the sum of the interest factors calculated for each
day from the Original Issue Date or from the last date to which interest has
been paid or duly provided for to the date for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
annual interest rate, expressed as a decimal, applicable to that day by 360 in
the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
EURIBOR Notes, Prime Rate Notes, and CD Rate Notes, or by the actual number of
days in the year in the case of Treasury Rate Notes and CMT Rate Notes. The
interest rate in effect on each day will be (i) if the day is an Interest Reset
Date, the interest rate for the Interest Determination Date related to the
Interest Reset Date or (ii) if the day is not an Interest Reset Date, the
interest rate for the Interest Determination Date related to the next preceding
Interest Reset Date, subject in either case to the Maximum Interest Rate or
Minimum Interest Rate referred to on the face hereof.



     On or before the Calculation Date (as defined below), U.S. Bank Trust
National Association, as Calculation Agent (the “Calculation Agent”), will
determine the interest rate in accordance with the foregoing with respect to
the applicable Base Rate and will notify the Paying Agent. The Paying Agent
will determine the Accrued Interest Factor applicable to this Note. The Paying
Agent will, upon the request of the Holder of this Note, provide the interest
rate then in effect and the interest rate which will become effective as a
result of a determination made with respect to the most recent Interest
Determination Date with respect to this Note. The determinations of interest
rates made by the Calculation Agent shall, in the absence of manifest error, be
conclusive and binding, and neither the Trustee nor the Paying Agent shall have
the duty to verify determinations of interest rates made by the Calculation
Agent. The determinations of Accrued Interest Factors made by the Paying Agent
shall be conclusive and binding. Unless otherwise specified on the face hereof
under “Other Terms,” the “Calculation Date” means the earlier of (i) the tenth
calendar day after such Interest Determination Date, or, if that day is not a
Business Day, the following Business Day, and (ii) the Business Day before the
applicable Interest Payment Date, Maturity Date or Redemption Date, as the case
may be.



     Unless otherwise specified on the face hereof under “Other Terms,” all
percentages resulting from any calculation on this Note, will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point,



6









 







with five one-millionths of a percentage point rounded upward. For
example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655) and
9.876544% (or .09876544) will be rounded to 9.87654% (or .0987654)). All
calculations of the Accrued Interest Factor for any day on Floating Rate Notes
will be rounded, if necessary, to the nearest one hundred-millionth, with five
one-billionths rounded upward (e.g., .098765455 will be rounded to .09876546
and .098765454 will be rounded to .09876545). All dollar amounts used in or
resulting from calculation on this Note will be rounded to the nearest cent,
with one-half cent being rounded upward).



     Determination of Commercial Paper Rate



     If the Base Rate specified on the face hereof with respect to any Interest
Period is the Commercial Paper Rate, this Note is a “Commercial Paper Rate
Note” with respect to such Interest Period and the interest rate with respect
to this Note for any Interest Reset Date relating to such Interest Period shall
be the Commercial Paper Rate and the Spread and/or the Spread Multiplier, if
any, as specified on the face hereof, as determined on the applicable
Commercial Paper Interest Determination Date. Commercial Paper Rate Notes will
be subject to the minimum interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,”
“Commercial Paper Rate” means, for any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on
that date for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement as published in “Statistical Release H.15(519),
Selected Interest Rates” or any successor publication of the Board of Governors
of the Federal Reserve System (“H.15 (519)”) under the heading “Commercial
Paper — Nonfinancial.”



     The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above: (1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date relating to the
Commercial Paper Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in
the applicable Pricing Supplement as set forth in the daily update of
H.15(519), available through the worldwide website of the Board of Governors of
the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or
publication (the “H.15 Daily Update”) under the heading “Commercial Paper —
Nonfinancial;” (2) If by 3:00 p.m., New York City time, on the Calculation
Date the rate is not published in either H.15(519) or the H.15 Daily Update,
then the Calculation Agent shall determine the Commercial Paper Rate to be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00
a.m., New York City time, on the Commercial Paper Interest Determination Date,
of three leading dealers of commercial paper in the City of New York selected
by the Calculation Agent, after consultation with the Company, for commercial
paper having the Index Maturity specified in the applicable Pricing Supplement
placed for an industrial issuer whose bond rating is “AA,” or the equivalent,
from a nationally recognized securities rating agency; provided, however, that
if the dealers selected by the Calculation Agent are not quoting as described
above in this sentence, the Commercial Paper Rate in effect immediately before
the Commercial Paper Interest Determination Date will not change and will
remain the Commercial Paper Rate in effect on the Commercial Paper Interest
Determination Date.



     “Money Market Yield” shall be a yield calculated in accordance with the
following formula:



	 	 	 	 	 	 	 
	Money Market Yield =
	 	D x 360
	 	x
	 	100
	
	 	 	 	 	 	 
	
	 	360 — (D x M)	 	 	 	 





where “D” refers to the applicable per annum rate for the commercial paper,
quoted on a bank discount basis and expressed as a decimal, and “M” refers to
the actual number of days in the interest period for which the interest is
being calculated.




7









 





     Determination of Federal Funds Rate



     If the Base Rate specified on the face hereof with respect to any Interest
Period is the Federal Funds Rate, this Note is a “Federal Funds Rate Note” with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Federal Funds
Interest Determination Date. Federal Funds Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,”
“Federal Funds Rate” means, for any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds as published in H.15(519) under the
heading “Federal Funds (Effective)” as displayed on Moneyline Telerate, Inc.,
or any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as “Telerate
Page 120.” The following procedures will be followed if the Federal Funds Rate
cannot be determined as described above: (1) If the above rate is not
published by 3:00 p.m., New York City time, on the Calculation Date for the
Federal Funds Interest Determination Date, the Federal Funds Rate will be the
rate published in the H.15 Daily Update under the heading “Federal Funds
(Effective);” (2) If neither of the above rates is published by 3:00 p.m., New
York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Calculation Agent will determine the Federal Funds Rate
to be the arithmetic mean of the rates for the last transaction in overnight
U.S. dollar Federal Funds arranged by three leading dealers of Federal Funds
transactions in the City of New York selected by the Calculation Agent, after
consultation with the Company, as of 3:00 p.m., New York City time, on such
Federal Funds Interest Determination Date; provided, however, that if the
dealers selected by the Calculation Agent are not quoting as specified above in
this sentence, the Federal Funds Rate in effect immediately before the Federal
Funds Interest Determination Date will not change and will remain the Federal
Funds Rate in effect on the Federal Funds Interest Determination Date.



     Determination of LIBOR



     If the Base Rate specified on the face hereof with respect to any Interest
Period is LIBOR, this Note is a “LIBOR Note” with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be LIBOR, and the Spread and/or the
Spread Multiplier, if any, as specified on the face hereof, as determined on
the applicable LIBOR Interest Determination Date. LIBOR Notes will be subject
to the minimum interest rate and maximum interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “LIBOR”
will be determined by the Calculation Agent for each Interest Determination
Date in accordance with the following provisions:



     (1) For any LIBOR Interest Determination Date, LIBOR will be the rates for
deposits in U.S. dollars having the Index Maturity specified on the face hereof
under “Other Terms,” on the second London Business Day before the LIBOR
Interest Reset Date, that is displayed on Moneyline Telerate, Inc., or any
other successor service, as of 11:00 a.m London time, on page 3750, or any
other page as may replace the applicable page on that service, which is
commonly referred to as “Telerate Page 3750;” (2) If no rate appears, the
Calculation Agent will request that the principal London offices of each of
four major banks in the London interbank market, selected by the Calculation
Agent, after consultation with the Company, at approximately 11:00 a.m., London
time, on the LIBOR Interest Determination Date provide the Calculation Agent
with their offered quotation for deposits in U.S. dollars having the Index
Maturity designated in the applicable Pricing Supplement on the second Business
Day before the LIBOR Interest Reset Date, and in a principal amount, that in
the judgment of the Calculation Agent, is representative of a single
transaction in the market at that time. If at least two quotations are
provided, LIBOR for the LIBOR Interest Determination Date will be the
arithmetic mean of those quotations; (3) If fewer than two quotations are
provided, LIBOR will be determined for the applicable LIBOR Interest
Determination Date as the arithmetic mean of the rates quoted at approximately
11:00 a.m., New York City time, by three major banks in the City of New York
selected by the Calculation Agent, after consultation with the Company, for
loans in U.S. dollars to leading European banks, having the Index Maturity
specified on the face hereof on the second London Business Day before the LIBOR
Interest Reset Date and in a principal amount that, in the judgment of the
Calculation Agent, is representative of a single transaction in the market at
that time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as specified above in this sentence, LIBOR in effect
immediately before the



8









 







LIBOR Interest Determination Date will not change and will remain the
LIBOR in effect on such LIBOR Interest Determination Date.



     Determination of EURIBOR



     If the Base Rate specified on the face hereof with respect to any Interest
Period is EURIBOR, this Note is a “EURIBOR Note” with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be the EURIBOR Rate and the Spread
and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable EURIBOR Interest Determination Date. EURIBOR Rate
Notes will be subject to the minimum interest rate and maximum interest rate,
if any.



     Unless otherwise specified on the face hereof under “Other Terms,” EURIBOR
means for any EURIBOR Interest Determination Date, a base rate equal to the
interest rate for deposits in euros designated as “EURIBOR” and sponsored
jointly by the European Banking Federation and ACI — the Financial Market
Association, or any company established by the joint sponsors for purposes of
compiling and publishing that rate. EURIBOR will be determined in the
following manner: (1) EURIBOR will be the offered rate for deposits in euros
having the Index Maturity specified on the face hereof under “Other Terms,”
beginning on the second euro Business Day after the relevant Interest
Determination Date, as that rate appears on Telerate Page 248 as of 11:00 a.m.
Brussels time, on the relevant Interest Determination Date; (2) If the rate
described above does not appear on Telerate Page 248, EURIBOR will be
determined on the basis of the rates, at approximately 11:00 a.m. Brussels
time, on the relevant Interest Determination Date, at which deposits of the
following kind are offered to prime banks in the euro-zone interbank market by
the principal euro-zone office of each of four major banks in that market
selected by the Calculation Agent after consultation with the Company: euro
deposits having the relevant Index Maturity, beginning on the relevant Interest
Reset Date, and in a representative amount. The Calculation Agent will request
the principal euro-zone office of each of these banks to provide a quotation of
its rate. If at least two quotations are provided, EURIBOR for the relevant
Interest Determination Date will be the arithmetic mean of the quotations; (3)
If fewer than two quotations are provided as described above, EURIBOR for the
relevant Interest Determination Date will be the arithmetic mean of the rates
for loans of the following kind to leading euro-zone banks quoted, at
approximately 11:00 a.m. Brussels time on that Interest Determination Date, by
three major banks in the euro-zone selected by the Calculation Agent, after
consultation with the Company: loans of euros having the relevant Index
Maturity, beginning on the relevant Interest Reset Date, and in a
representative amount, provided, however, that if fewer than three banks
selected by the Calculation Agent are quoting as described in the previous
sentence, EURIBOR in effect immediately before the new interest period will not
change and will remain EURIBOR in effect on such EURIBOR new interest period.
If the initial base rate has been in effect for the prior interest period,
however, it will remain in effect for the new interest period.



     Determination of Prime Rate



     If the Base Rate specified on the face hereof with respect to any Interest
Period is the Prime Rate, this Note is a “Prime Rate Note” with respect to such
Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Prime Rate
and the Spread and/or Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Prime Interest Determination Date.
Prime Rate Notes will be subject to the minimum interest rate and maximum
interest rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “Prime
Rate” means, for any Prime Interest Determination Date, the rate on that date
as published in H.15(519) under the heading “Bank Prime Loan.” The following
procedures will be followed if the Prime Rate cannot be determined as described
in the previous sentence: (1) If the rate is not published prior to 9:00 a.m,
New York City time, on the Calculation Date, then the Prime Rate will be the
rate on that Prime Interest Determination Date as published in the H.15 Daily
Update under the heading “Bank Prime Loan;” (2) If the rate is not published
prior to 3:00 p.m., New York City time, on the Calculation Date in either
H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine
the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis
of the actual number of days in the year divided by 360 as of the close of
business on that Prime Interest Determination Date by at least three major
banks in New York City selected by the Calculation Agent, after consultation
with the Company. If the banks selected are not quoting as mentioned in the
previous sentences, the Prime Rate will remain the Prime Rate for the
immediately



9









 







preceding Interest Reset Period, or if there was no Interest Reset Period,
the rate of interest payable will be the Initial Interest Rate.



     Determination of the CD Rate



     If the Base Rate specified on the face hereof with respect to any Interest
Period is the CD Rate, this Note is a “CD Rate Note” with respect to such
Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CD Rate and
the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CD Interest Determination Date. CD
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” “CD
Rate” means, for any CD Interest Determination Date, the rate on that date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as this rate is published in H.15(519) under the heading “CDs
(secondary market).” The following procedures will be followed if the CD Rate
cannot be determined as described above: (1) If by 3:00 p.m., New York City
time, on the Calculation Date related to the CD Interest Determination Date,
this rate is not published in H.15(519), then the CD Rate shall be the rate on
the CD Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof and published in the H.15 Daily
Update under the heading “CDs (secondary market);” (2) If by 3:00 p.m., New
York City time, on the Calculation Date, the rate is not published in either
H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD
Rate to be the arithmetic mean of the secondary market offered rates as of 3:00
p.m., New York City time, on the CD Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
New York City selected by the Calculation Agent, after consultation with the
Company, for negotiable certificates of deposit of major U.S. money market
banks which are then rated A-1+ by Standard & Poor’s Ratings Group and P-1 by
Moody’s Investor Service, and with a remaining maturity closest to the Index
Maturity specified on the face hereof in denominations of $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as described above in this sentence, the CD Rate in effect
immediately before that CD Interest Determination Date will not change and will
remain the CD Rate in effect on that CD Interest Determination Date.



     Determination of Treasury Rate



     If the Base Rate specified on the face hereof with respect to any Interest
Period is the Treasury Rate, this Note is a “Treasury Rate Note” with respect
to such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Treasury Rate
and the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Treasury Interest Determination Date .
Treasury Rate Notes will be subject to the Minimum Interest Rate and Maximum
Interest Rate, if any.



     Unless otherwise specified on the face hereof under “Other Terms,” the
applicable Pricing Supplement specifies otherwise, “Treasury Rate” means, for
any Treasury Interest Determination Date, the rate for the most recent auction
of direct obligations of the United States (“Treasury Bills”) having the Index
Maturity specified on the face hereof as this rate is displayed on Moneyline
Telerate, Inc., or any successor service under the caption “Investment Rate” on
page 56 or 57, or any other page as may replace the applicable page on that
service, which is commonly referred to as “Telerate page 56” or “Telerate Page
57,” as the case may be, or if not published on Moneyline Telerate, Inc., by
3:00 p.m., New York City time, on the Calculation Date for the Treasury
Interest Determination Date, the rate published in the H.15 Daily Update under
the heading “U.S. Government Securities/Treasury Bills/Auction High.” The
following procedures will be followed if the Treasury Rate cannot be determined
as described above: (1) If not published in H.15(519) by 3:00 p.m., New York
City time, on the Calculation Date for the Treasury Interest Determination
Date, the Treasury Rate will be the bond equivalent yield of the auction rate
of the applicable Treasury Bills on the Treasury Interest Determination Date as
announced by the U.S. Department of the Treasury. (2) If by 3:00 p.m., New
York City time on the Calculation Date, the results of the auction of Treasury
Bills having the Index Maturity designated above are not otherwise as provided
above or if no auction is held in a particular week, then the Calculation Agent
will calculate the Treasury Rate to be a Yield to Maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of 3:30 p.m. New York City time, on the Treasury Interest
Determination Date, of three leading primary United States government
securities dealers selected



10









 







by the Calculation Agent, after consultation with the Company, for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected
by the Calculation Agent are not quoting as described above in this sentence,
the Treasury Rate in effect immediately before the Treasury Interest
Determination Date will not change and will remain the Treasury Rate in effect
on such Treasury Interest Determination Date.



     The “bond equivalent yield” means a yield (expressed as a percentage)
calculated in accordance with the following formula:



	 	 	 	 	 	 	 
	Bond equivalent yield =
	 	D x N
	 	x
	 	100
	
	 	 	 	 	 	 
	
	 	360-(D x M)	 	 	 	 






     Where “D” refers to the applicable per annum rate for Treasury Bills
quoted on a bank discount basis and expressed as a decimal, “N” refers to 365
or 366, as the case may be, and “M” refers to the actual number of days in the
applicable Interest Reset Period.



Determination of CMT Rate




     If the Base Rate specified on the face hereof with respect to any Interest
Period is the CMT Rate, this Note is a “CMT Rate Note” with respect to such
Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CMT Rate and
the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CMT Interest Determination Date. CMT
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.




Unless otherwise specified on the face hereof under “Other Terms,”
“CMT Rate” means, for any CMT Interest Determination Date, the rate
reported on Moneyline Telerate, Inc., or any successor service, under the
heading “Daily Treasury Constant Maturities and Money Markets/Federal
Reserve Board Release H.15 Monday’s Approx. 3:45 p.m. EDT,” on page 7051,
or any other page as may replace the applicable page on that service,
which is commonly referred to as “Telerate Page 7051. The following
procedures will be followed if the CMT Rate cannot be determine as
described above: If the CMT Rate is not available by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such CMT Interest
Determination Date, the Calculation Agent will calculate the CMT Rate for
the CMT Interest Determination Date which will be the bond equivalent
yield to maturity of the arithmetic mean of the secondary market bid
rates, as of 3:00 p.m., New York City time, on the applicable CMT
Interest Determination Date, reported, according to their written
records, by three leading primary United States government securities
dealers in the City of New York (the “Reference Dealers”) selected by the
Calculation Agent, after consultation with the Company, for the most
recently issued direct noncallable fixed rate Treasury Bills with an
original maturity approximately equal to the applicable Index Maturity;
provided, however, that if fewer than three Reference Dealers selected by
the Calculation Agent are quoting as described above in this sentence,
the CMT Rate in effect immediately before the CMT Interest Determination
Date will not change and will remain the CMT Rate then in effect on such
CMT Interest Determination Date.



     Redemption



     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 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 in the case of any such redemption to the
Holder of this Note (or one or more predecessor Notes) at the close of business
on the relevant Record Dates referred to above, 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 for the unredeemed portion of this



11









 







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.



     Miscellaneous Provisions



     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 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.



     The indebtedness evidenced by the Note is issued subject to the provisions
of the Indenture regarding payments to creditors in respect of General
Obligations. In particular, the Indenture provides that if upon the occurrence
of certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to the subordination provisions referred in the
preceding paragraph, any amount of cash, property or securities available for
payment or distribution in respect of Notes (as defined in the Indenture,
“Excess Proceeds”), and if, at such time, any creditors in respect of General
Obligations have not received payment in full of all amounts due or to become
due on or in respect of such General Obligations, then such Excess Proceeds
shall first be applied to pay or provide for the payment in full of such
General Obligations before any payment or distribution may be made in respect
of Notes. This paragraph shall immediately and automatically terminate, be null
and void ab initio and have no further effect upon the occurrence of a
Termination Event (as defined in the Indenture).



     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
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 hereof or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.



     Subject to the rights of holders of Senior Indebtedness and General
Obligations of the Company set forth in this Note and as provided in the
Indenture referred to above, 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 Security Registrar 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



12









 







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.



13









 





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

	 
	UNF
GIFT MIN
ACT —____________ Custodian ____________

	                                                  (Cust)
                                   (Minor)

	 
	                                             under Uniform Gift to Minors Act

	 
	                                                                      (State)







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




14









 






     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.




15










 






EXHIBIT 4.3(G)




REGISTERED



No. QC—

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, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.




REGISTERED

Principal Amount:

$


CUSIP

No.




U.S. Bancorp


Medium-Term Note, Series Q (Subordinated)

(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 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 the principal of (and premium, if any) and interest on this Note
will be made to the Depository Trust Company, as depositary, or its nominee as the registered owner
of the global notes representing the book entry notes, 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 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



-2-









 







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-









 





     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 Signature




Or by



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Authenticating Agent




By



Authorized Officer




-4-









 








[Reverse Side of Note]




U.S. BANCORP

Medium-Term Note, Series Q (Subordinated)

(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, 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 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.



     The indebtedness evidenced by the Note is issued subject to the provisions of the Indenture
regarding payments to creditors in respect of General Obligations. In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to the subordination provisions referred in the
preceding paragraph, any amount of cash, property or securities available for payment or
distribution in respect of Notes (as defined in the Indenture, “Excess Proceeds”), and if, at such
time, any creditors in respect of General Obligations have not received payment in full of all
amounts due or to become due on or in respect of such General Obligations, then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of such General
Obligations before any payment or distribution may be made in respect of Notes. This paragraph
shall immediately and automatically terminate, be null and void ab initio and have no further
effect upon the occurrence of a Termination Event (as defined in the Indenture).



     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



-5-









 







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 of 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”)).



     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



-6-









 







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.



     Subject to the rights of holders of Senior Indebtedness and General Obligations of the Company
set forth in this Note and as provided in the Indenture referred to above, 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 Security Registrar 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 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.



-7-









 





     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.



-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.




-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.




-10-










 






EXHIBIT 4.3(H)




REGISTERED



No. QD—

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, a New York corporation
(“DTC”) 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 in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.




REGISTERED

Principal Amount

$


CUSIP

No.




U.S. Bancorp


Medium-Term Note, Series Q (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

SUBJECT TO “SPECIAL PROVISIONS”

BELOW
	 	[  ]
	 	ORIGINAL ISSUE DISCOUNT NOTE FOR

FEDERAL INCOME TAX PURPOSES

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
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 to the Depository Trust
Company, as depositary, or its nominee as the registered owner of the global notes representing the
book entry notes, 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.



-2-









 





     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 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-









 





     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, NA.,

as Trustee



By                                                                                 




Authorized Signature




Or by



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Authenticating Agent




By                                                                                 




Authorized Officer





-4-









 








[Reverse Side of Note]

U.S. Bancorp

Medium-Term Note, Series Q (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 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.



     The indebtedness evidenced by the Note is issued subject to the provisions of the Indenture
regarding payments to creditors in respect of General Obligations. In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to the subordination provisions referred in the
preceding paragraph, any amount of cash, property or securities available for payment or
distribution in respect of Notes (as defined in the Indenture, “Excess Proceeds”), and if, at such
time, any creditors in respect of General Obligations have not received payment in full of all
amounts due or to become due on or in respect of such General Obligations, then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of such General
Obligations before any payment or distribution may be made in respect of Notes. This paragraph
shall immediately and automatically terminate, be null and void ab initio and have no further
effect upon the occurrence of a Termination Event (as defined in the Indenture).



     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



-5-









 







“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.



     If an Event of Default with respect to Notes of 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.



-6-









 





     Subject to the rights of holders of Senior Indebtedness and General Obligations of the Company
set forth in this Note and as provided in the Indenture referred to above, 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
Security Registrar 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 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



-7-









 







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.



                                                                                




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-









 








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-