exv4w1






EXHIBIT 4.1




U.S. BANCORP 





SECOND SUPPLEMENTAL INDENTURE




Dated as of March 13, 2009




Supplementing the Indenture, dated

as of October 1, 1991, between

U.S. Bancorp (successor to First Bank System, Inc.) and

Citibank, N.A., as Trustee as supplemented by

a

First Supplemental Indenture dated as of August 6, 2001




 









 





     THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 13, 2009 (the “Second Supplemental
Indenture”), is made by and between U.S. BANCORP, a Delaware Corporation (the “Company”), and
CITIBANK, N.A., a national banking association (the “Trustee”), under the Indenture referred to
herein.



WITNESSETH:




     WHEREAS, the Company and the Trustee previously executed and delivered an Indenture, dated as
of October 1, 1991 (the “Base Indenture”), as supplemented by a First Supplemental Indenture dated
as of August 6, 2001 (collectively, the “Indenture”);



     WHEREAS, pursuant to the Indenture, the Company has issued and the Trustee has authenticated
and delivered one or more series of the Company’s senior debt securities (the “Securities”) and
anticipates additional issues in the future;



     WHEREAS, the Company has determined that it is advisable and in the interests of the Company
and the Holders of its senior unsecured debt that one or more tranches of a series of Securities
designated as Medium-Term Notes (Senior), Series R be issued subject to a guarantee of the Federal
Deposit Insurance Corporation (the “FDIC”) pursuant to 12 C.F.R. Part 370 (as such regulations may
be amended or supplemented from time to time, the “FDIC Guarantee”);



     WHEREAS, as a condition to the FDIC Guarantee, the Company will enter into this Second
Supplemental Indenture on or prior to the issue date of the applicable Securities, which shall be
applicable only to those Securities issued subject to the FDIC Guarantee and only until the earlier
of the maturity date of the Securities subject to the FDIC Guarantee and June 30, 2012, or such
later time as may be required by the rules and regulations of the FDIC or any successor entity (the
“Termination Date”);



     WHEREAS, this Second Supplemental Indenture shall lapse and be without further effect upon the
later to occur of (a) payment in full of all Securities subject to the FDIC Guarantee or (b) the
Termination Date;



     WHEREAS, Section 901(7) of the Indenture provides that when authorized pursuant to a Board
Resolution, the Company and the Trustee may amend the Indenture without notice to or consent of the
Holders of the Securities in order to establish the form or terms of any series as permitted by
Sections 201 and 301 of the Indenture;



     WHEREAS, Section 301 of the Indenture provides that the Securities of any one Series (other
than Securities offered in a Periodic Offering) shall be identical except as otherwise provided in
any supplemental indenture;



     WHEREAS, the Securities subject to the FDIC Guarantee will be offered in a Periodic Offering
and/or will be subject to the terms of this Second Supplemental Indenture;



     WHEREAS, Section 901(9) of the Indenture provides that when authorized pursuant to a Board
Resolution, the Company and the Trustee may amend the Indenture without notice to or consent of the
Holders of the Securities in order to cure any ambiguity or to correct or supplement any provision
contained in the Indenture which may be defective or inconsistent with any other provisions
contained in the Indenture or to make such other provisions in regard to matters or questions
arising under the Indenture, provided such other provisions shall not adversely affect in any
material respect the interests of Holders of the Securities, including provisions necessary or
desirable to provide for or facilitate the administration of the trusts under the Indenture;



     WHEREAS, pursuant to Section 903 of the Indenture, the Trustee is fully protected in relying
on an Opinion of Counsel stating that execution of this Second Supplemental Indenture is authorized
or permitted by the Indenture, and based upon that reliance, the Trustee has agreed to enter into
this Second Supplemental Indenture; and



     WHEREAS, this Second Supplemental Indenture has been duly authorized by a Board Resolution and
all other all necessary corporate action on the part of the Company.



 









 





     NOW, THEREFORE, the Company and the Trustee agree as follows for the equal and ratable benefit
of the Holders of the Securities subject to the FDIC Guarantee:



ARTICLE I

SCOPE OF THIS SUPPLEMENTAL INDENTURE




          SECTION I.A The changes, modifications and supplements to the Indenture effected by this
Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the
Securities subject to the FDIC Guarantee, and shall not apply to any other series of Securities.




ARTICLE II

ADDITIONAL TERMS




          SECTION II.A The Indenture is hereby amended by the insertion of a new Article Thirteen which
shall read as follows:




“ARTICLE THIRTEEN




FDIC Guarantee




     Section 1301. Federal Deposit Insurance Corporation Guaranteed Senior Unsecured Debt



          (a) Acknowledgement of the FDIC’s Debt Guarantee Program




               (i) The parties to this Indenture acknowledge that the Issuer has not opted out of the debt
guarantee program (the “TLG Program”) established by the FDIC’s Final Rule, 12 C.F.R. Part 370 (as
may be amended or supplemented from time to time, the “Rule”). The TLG Program applies to any
Securities issued on or after October 14, 2008 through June 30, 2009 (the “Effective Period”) that
constitute unsecured senior debt, as defined in the Rule and as to which the Company has not duly
made an election in accordance with Section 370.3(g) of the Rule and with respect to each such
Security, for the period from October 14, 2008 to the earlier of the date such Security matures
pursuant to the terms thereof and June 30, 2012 (the “Effective Period”). As a result, the
applicable Securities are guaranteed under the FDIC Temporary Liquidity Guarantee Program and are
backed by the full faith and credit of the United States. The details of the FDIC Guarantee are
provided in the FDIC’s regulations, 12 C.F.R. Part 370, and at the FDIC’s website,
www.fdic.gov/tlgp. The expiration date of the FDIC’s Guarantee is the earlier of the maturity date
of the applicable Securities or June 30, 2012.



                    The provisions of this Section shall be applicable only to any Securities issued under this
Indenture which affirmatively indicate that they are subject to the FDIC Guarantee and the security
certificate, note or other instrument evidencing each applicable Security shall bear a legend, upon
which the Representative (as defined below) shall be entitled to conclusively rely, to the effect
that such security certificate, note or other instrument is guaranteed by the FDIC under the TLG
Program.



               (ii) In connection with the Company’s participation in the TLG Program, any Authorized Officer
(as defined in, or appointed pursuant to, a Board Resolution) may affirmatively elect to exercise
the right to issue senior unsecured non-guaranteed debt with maturities beyond June 30, 2012
pursuant to, and as set forth in, 12 CFR §370.3(g), and to affirmatively identify such securities
in the applicable Securities certificate, note or other instrument.



               (iii) In the event of any conflict between the provisions of this Section 1301 and the rules
and regulations of the TLG Program, or the Master Agreement (and any amendments thereto) entered
into by the Company and the FDIC (the “Master Agreement”) with respect thereto, such rules and
regulations, and/or such Master Agreement shall control.



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          (b) Representative




               (i) The Trustee is designated under this Indenture as the duly authorized representative of
the Holders for purposes of making claims and taking other permitted or required actions under the
TLG Program (the “Representative”). Any Holder may elect not to be represented by the
Representative by providing written notice of such election to the Representative (it being
understood that such election shall not affect the Trustee’s capacity hereunder except as the
Representative of such Holder under the TLG Program).



               (ii) Upon an uncured failure by the Company to make a timely payment of principal or interest
under any applicable Securities (a “Payment Default”), the Representative, on behalf of all Holders
of such Securities that are represented by the Representative, shall submit to the FDIC a demand
for payment by the FDIC of such unpaid principal and interest (i) in the case of any payment due by
the Issuer prior to the final maturity or redemption of such Securities, on the earlier of the date
that the applicable cure period ends (or if such date is not a Business Day, the immediately
succeeding Business Day) and 60 days following such Payment Default and (ii) in the case of any
payment due by the Issuer on the final maturity date or on a redemption date for such Securities,
on the Business Day following such final maturity date or redemption date (or if such date is not a
Business Day, the immediately succeeding Business Day). Such demand shall be accompanied by a
proof of claim, which shall include evidence, to the extent not previously provided in the Master
Agreement, in form and content satisfactory to the FDIC, of: (A) the Representative’s financial and
organizational capacity to act as Representative; (B) the Representative’s exclusive authority to
act on behalf of the Holder and its fiduciary responsibility to the Holder when acting as such, as
established by the terms of such Securities and the Indenture; (C) the occurrence of a payment
default; and (D) the authority to make an assignment of the Holder’s right, title, and interest in
such Securities to the FDIC and to effect the transfer to the FDIC of the Holder’s claim in any
insolvency proceeding. Such assignment shall include the right of the FDIC to receive any and all
distributions on such Securities from the proceeds of the receivership or bankruptcy estate. Any
demand under this paragraph shall be made in writing and directed to the Director, Division of
Resolution and Receiverships, Federal Deposit Insurance Corporation, Washington, D.C., and shall
include all supporting evidences as provided in this paragraph, and shall certify to the accuracy
thereof. Solely for the purpose of this paragraph, “Business Day” means any day that is not a
Saturday, a Sunday or a day on which banks are required or authorized by law to be closed in the
State of New York.



          (c) Subrogation




     The FDIC shall be subrogated to all of the rights of the Holders and the Representative under
this Indenture against the Company in respect of any amounts paid to the Holders, or for the
benefit of the Holders, by the FDIC pursuant to the TLG Program.



          (d) Agreement to Execute Assignment upon Guarantee Payment




               (i) The Holders hereby authorize the Representative, at such time as the FDIC shall commence
making any guarantee payments to the Representative for the benefit of the Holders pursuant to the
TLG Program, to execute an assignment substantially in the form attached to this Indenture as
Exhibit A pursuant to which the Representative shall assign to the FDIC its right as Representative
to receive any and all payments from the Company under this Indenture and under the applicable
Securities on behalf of the Holders. The Company hereby consents and agrees that the FDIC is an
acceptable transferee for all or any portion of the indebtedness hereunder and under the applicable
Securities for all purposes of this Indenture and upon any such assignment (or any assignment by
any Holder that elects not to be represented by the Representative, as provided above), the FDIC
shall be deemed a Holder under this Indenture for all purposes hereof, and the Company hereby
agrees to take such reasonable steps as are necessary to comply with any relevant provision of this
Indenture as a result of such assignment.



               (ii) If a Holder has exercised its right not to be represented by the Representative, such
Holder hereby agrees that, at such time as the FDIC shall commence making any guarantee payments to
such Holder pursuant to the TLG Program, such Holder shall execute an assignment in the form
attached as Exhibit A (or such other form as may be then required by the Rule), pursuant to which
such Holder shall assign to the FDIC its right to receive any and all payments from the Company
under this Indenture. The Company hereby consents and agrees that the FDIC is an acceptable
transferee for all or any portion of the indebtedness hereunder for all purposes of this Indenture
and upon any such assignment, the FDIC shall be deemed a holder under this Indenture for all
purposes thereof, and the



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Company hereby agrees to take such reasonable steps as are necessary to comply with any
relevant provision of this Indenture as a result of such assignment.



          (e) Surrender of Senior Unsecured Debt Instrument to the FDIC




     If, at any time on or prior to the expiration of the Effective Period, payment in full
hereunder shall be made pursuant to the TLG Program on the outstanding principal and accrued
interest to such date of payment, the Holder shall, or the Holder shall cause the person or entity
in possession to, promptly surrender to the FDIC the security certificate, note or other instrument
evidencing such debt, if any.



          (f) Notice Obligations to FDIC of Payment Default




     If, at any time prior to the earlier of (i) full satisfaction of the payment obligations
hereunder, or (ii) expiration of the Effective Period, the Company is in default of any payment
obligation hereunder, including timely payment of any accrued and unpaid interest, without regard
to any cure period, the Representative covenants and agrees that it shall provide written notice to
the FDIC within one (1) Business Day of such payment default. Solely for the purpose of this
paragraph, “Business Day” means any day that is not a Saturday, a Sunday or a day on which banks
are required or authorized by law to be closed in the State of New York.



          (g) Ranking




     Any indebtedness of the Company to the FDIC arising under Section 2.03 of the Master Agreement
entered into by the Company and the FDIC in connection with the TLG Program will constitute a
senior unsecured general obligation of the Company, ranking pari passu with any indebtedness
hereunder.



          (h) Event of Default





     (i) Sections 501(1) and 501(2) of the Base Indenture shall not apply to the Securities
subject to the FDIC Guarantee and the following paragraphs shall hereby be inserted with respect to
the Securities subject to the FDIC Guarantee in lieu thereof:




     (1) default (a) by the Company in the payment of any interest upon the Securities of that
series subject to the FDIC Guarantee when it becomes due and payable, and continuance of such
default for a period of 30 days and (b) by the FDIC in the payment of interest, if any, upon
the Securities of that series subject to the FDIC Guarantee in accordance with the Temporary
Liquidity Guarantee Program (12 C.F.R. Part 370); or




     (2) default (a) by the Company in the payment of the principal of (or premium, if any,
on) the Securities of that series subject to the FDIC Guarantee at its Maturity and (b) by the
FDIC in the payment of the principal of (or premium, if any, on) the Securities of that series
subject to the FDIC Guarantee in accordance with the Temporary Liquidity Guarantee Program (12
C.F.R. Part 370); or




     (3) default by the Company (a) in the payment of interest on any other Securities of that
series not subject to the FDIC Guarantee when it becomes due and payable and continuance of
that default for a period of 30 days or (b) the payment of the principal of (or premium, if
any on) any other Securities of that series not subject to the FDIC Guarantee.




     (ii) The first paragraph of Section 502 of the Base Indenture shall not apply to the
Securities subject to the FDIC Guarantee and the following paragraph shall hereby be inserted with
respect to the Securities subject to the FDIC Guarantee in lieu thereof:




“If an Event of Default specified in Sections 501(1) or 501(2) with respect to Outstanding
Securities of any series occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that
series may declare the principal amount (or, if any of the Securities of that series are Original
Issue Discount Securities, such lesser portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and



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upon any such declaration such principal amount (or specified portion thereof) shall become
immediately due and payable. In case of any other Event of Default, neither the Trustee nor the
Holders have a right to declare the principal amount of, premium, if any, or accrued interest on
the Security immediately due and payable;” and




     (iii) There shall not be deemed to be an Event of Default under Sections 501 of this Indenture
or under the applicable Securities which would permit or result in the acceleration of amounts due
hereunder, if such an Event of Default is due solely to the failure of the Company to make timely
payment hereunder or under the applicable Securities, provided that the FDIC is making timely
guarantee payments with respect to the debt obligations hereunder in accordance with 12 C.F.R Part
370.



     Without limiting the foregoing, the provisions of Section 501 of the Indenture shall not
result in any acceleration of the amounts due under any applicable Securities at any time at which
the FDIC is making such timely guarantee payments, or the Company is making the required payments
under such Securities.



          (i) No Modifications Without FDIC Consent




     Without the express written consent of the FDIC, the parties hereto agree not to amend,
modify, supplement or waive any provision in this Indenture that is related to the principal,
interest, payment, default or ranking of the indebtedness hereunder or that is required to be
included herein pursuant to the Master Agreement executed by the Company in connection with the TLG
Program.



          SECTION II.B The Indenture is hereby amended by the insertion of a new “Exhibit A” in the
form attached hereto.




          SECTION II.C The Securities issued under this Second Supplemental Indenture shall be in
substantially the forms set forth in Exhibits B-1, B-2 and B-3 hereto.




ARTICLE III

MISCELLANEOUS




          SECTION III.A Indenture Remains in Full Force and Effect. Except as supplemented hereby, all
provisions in the Indenture shall remain in full force and effect.




          SECTION III.B Indenture and Supplemental Indentures Construed Together. This Second
Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and
the Indenture and this Second Supplemental Indenture shall henceforth be read and construed
together.




          SECTION III.C Confirmation and Preservation of Indenture. The Indenture as supplemented by
this Second Supplemental Indenture is in all respects confirmed and preserved.




          SECTION III.D Conflict with Trust Indenture Act. If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (“TIA”) that
is required under the TIA to be part of and govern any provision of this Second Supplemental
Indenture, the provision of the TIA shall control. If any provision of this Second Supplemental
Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by
this Second Supplemental Indenture, as the case may be.




          SECTION III.D Severability. In case any provision in this Second Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.




          SECTION III.E Terms Defined in the Indenture. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.




          SECTION III.F Headings. The Article and Section headings of this Second Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered part of this Second
Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.




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          SECTION III.G Benefits of Second Supplemental Indenture, etc. Nothing in this Second
Supplemental Indenture or the Securities, express or implied, shall give to any Person, other than
the parties hereto and thereto and their successors hereunder and thereunder, the FDIC (to the
extent set forth herein) and the Holders of the Securities, any benefit of any legal or equitable
right, remedy or claim under the Indenture, this Second Supplemental Indenture or the Securities.




          SECTION III.H Certain Duties and Responsibilities of the Trustee.




               (a) In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting the liability or
affording protection to the Trustee, whether or not elsewhere herein so provided.



               (b) The recitals contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental Indenture.



          SECTION III.I Counterparts. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.




          SECTION III.J Governing Law. This Second Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York but without giving effect to
applicable principles of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.




          SECTION III.K Effective Date. This Second Supplemental Indenture shall be effective on the
date first set forth above.




[Signature page follows.]




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          IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly
executed effective as of the date set forth above.




	 	 	 	 	 	 	 
	 	 	U.S. BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Kenneth D. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Kenneth D. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Corporate Treasurer
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.
as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Karen Schluter	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karen Schluter	 	 
	 

	 	Title:
	 	Vice President	 	 






-SP-









 





Exhibit A




FORM OF ASSIGNMENT1




     This Assignment is made pursuant to the terms of Section 1301(d) of the Indenture, dated as of
October 1, 1991, as amended from time to time (the “Agreement”), between Citibank, N.A. or
its successor hereunder (the “Representative”), acting on behalf of the Holders of the debt
issued under the Indenture who have not opted out of representation by the Representative (the
“Holders”), and U.S. Bancorp (the “Company”) with respect to the debt obligations
of the Company that are guaranteed under the TLG Program. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the Indenture.



     For value received, the Representative, on behalf of the Holders (the “Assignor”),
hereby assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without recourse,
all of the Assignor’s respective rights, title and interest in and to: (a) the promissory note or
other instrument evidencing the debt issued under the Indenture (the “Note”); (b) the
Indenture pursuant to which the Note was issued; and (c) any other instrument or agreement executed
by the Company regarding obligations of the Company under the Note or the Indenture (collectively,
the “Assignment”).



     The Assignor hereby certifies that:




	 	1.	 	Without the FDIC’s prior written consent, the Assignor has not:






	 	(a)	 	agreed to any material amendment of the Note or the Indenture or to any
material deviation from the provisions thereof; or
	 
	 	(b)	 	accelerated the maturity of the Note.




[Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in the
Note and related documentation, such Assignor must include the following representation.]





	 	2.	 	The Assignor has not assigned or otherwise transferred any interest in the Note or the
Indenture;




[Instructions to the Assignor: If the Assignor has assigned a partial interest in the Note and
related documentation, the Assignor must include the following representation.]





	 	2.	 	The Assignor has assigned part of its rights, title and interest in the Note and the
Indenture to                      pursuant to the                      agreement,
dated as of                     , 20   , between, as assignor, and                     , as
assignee, an executed copy of which is attached hereto.





     The Assignor acknowledges and agrees that this Assignment is subject to the Indenture and to
the following:




	 	1.	 	In the event the Assignor receives any payment under or related to the Note or the
Indenture from a party other than the FDIC (a “Non-FDIC Payment”):






	 	(a)	 	after the date of demand for a guarantee payment on the FDIC pursuant to 12
C.F.R. Part 370, but prior to the date of the FDIC’s first guarantee payment under the
Indenture pursuant to 12 C.F.R. Part 370, the Assignor shall promptly but in no event
later than five (5) Business Days after receipt notify the FDIC of the date and the
amount of such Non-FDIC Payment and shall apply such payment as







 




			
	1	 	This Form of Assignment shall be modified as
appropriate if the assignment is being made by an individual debt Holder
rather than the Representative or if the debt being assigned is not in
certificated form or otherwise represented by a written instrument.





A-1









 






	 	 	 	payment made by the Company, and not as a guarantee payment made by the FDIC, and
therefore, the amount of such payment shall be excluded from this Assignment; and
	 
	 	(b)	 	after the FDIC’s first guarantee payment under the Indenture, the Assignor
shall forward promptly to the FDIC such Non-FDIC Payment in accordance with the payment
instructions provided in writing by the FDIC.






	 	2.	 	Acceptance by the Assignor of payment pursuant to the TLG Program on behalf of the
Holders shall constitute a release by such Holders of any liability of the FDIC under the
TLG Program with respect to such payment.





     The Person who is executing this Assignment on behalf of the Assignor hereby represents and
warrants to the FDIC that he/she/it is duly authorized to do so.



A-2









 





     IN WITNESS WHEREOF, the Assignor has caused this instrument to be executed and delivered this
      day of                     , 20   .



	 	 	 	 	 	 	 
	 	 	Very truly yours,
[ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          (Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          (Print)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          (Print)	 	 






A-3









 





     Consented to and acknowledged by this       day of                     , 20   .



	 	 	 	 	 
	THE FEDERAL DEPOSIT INSURANCE CORPORATION
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	          (Signature)	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 

	 	          (Print)	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 

	 	          (Print)	 	 







A-4









 








Exhibit B-1




[Form of Global Fixed Rate Note]




B-1-1









 







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.



THIS DEBT IS GUARANTEED UNDER THE FEDERAL DEPOSIT INSURANCE CORPORATION’S TEMPORARY LIQUIDITY
GUARANTEE PROGRAM AND IS BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES. THE DETAILS OF
THE FDIC GUARANTEE ARE PROVIDED IN THE FDIC’S REGULATIONS, 12 CFR PART 370, AND AT THE FDIC’S
WEBSITE, WWW.FDIC.GOV/TLGP. THE EXPIRATION DATE OF THE FDIC’S GUARANTEE IS THE EARLIER OF THE
MATURITY DATE OF THE DEBT OR JUNE 30, 2012. SUCH PROGRAM IS REFERRED TO HEREIN AS THE “TLG
PROGRAM.”



THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN OBLIGATION OF OR GUARANTEED BY U.S.
BANCORP OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF U.S. BANCORP.



THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF U.S.
BANCORP. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF U.S. BANCORP, EXCEPT OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES
OR PREFERENCES UNDER APPLICABLE LAW.



THE SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURE CONTAINS PROVISIONS APPLICABLE TO NOTES ISSUED
SUBJECT TO THE FDIC GUARANTEE, BUT ONLY FOR SO LONG AS THE FDIC GUARANTEE REMAINS IN EFFECT OR
UNTIL SUCH LATER TIME AS MAY BE REQUIRED BY THE RULES AND REGULATIONS OF THE FDIC OR ANY SUCCESSOR
ENTITY. THE PROVISIONS OF SECTION 1301 OF THE INDENTURE, AS SET FORTH IN SUCH SUPPLEMENTAL
INDENTURE, ARE APPLICABLE TO THIS NOTE, AND REFERENCE IS MADE TO SUCH SECTION 1301 FOR ADDITIONAL
PROVISIONS THAT GOVERN THIS NOTE.



THIS SECURITY IS GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND THE RIGHTS OF THE
HOLDER OF THIS NOTE ARE SUBJECT TO CERTAIN RIGHTS OF THE FDIC AS SET FORTH IN THIS NOTE AND THE
INDENTURE.





B-1-2









 








	 	 	 	 	 
	REGISTERED



No. RA-

	 	U.S. BANCORP

Medium-Term Note, Series R (Senior)

(Global Fixed Rate Note)

(Guaranteed under the FDIC’s

Temporary Liquidity Guarantee Program

(the “TLG Program”))
	 	REGISTERED

Principal Amount:

$

CUSIP

No.






	 	 	 
	ORIGINAL ISSUE DATE:

	 	MATURITY DATE:
	 
	 	 
	INTEREST RATE:

	 	REDEMPTION TERMS:
	 
	 	 
	SPECIFIED CURRENCY:

	 	OTHER TERMS:
	 

	 	FDIC guaranteed, as described below






     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



B-1-3









 







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, 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 an 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, such exchange rate agent will obtain a
bid quotation from a leading foreign exchange bank in London or New York City selected by such
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.



B-1-4









 





     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.



B-1-5









 





     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	 	 







B-1-6









 








[Reverse Side of Note]

U.S. BANCORP

Medium-Term Note, Series R (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, as supplemented by a First Supplemental Indenture dated as of August 6, 2001 and a Second
Supplemental Indenture dated as of March 13, 2009 (together, 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.



     By the acceptance of this Note, the Holder hereof hereby agrees to the appointment of the
Trustee as its representative (the “Representative”) for purposes of making claims and taking all
actions permitted or required under the TLG Program and in accordance with the terms of, and under
the circumstances set forth in, the Indenture. Any Holder may elect not to be represented by the
Representative by providing written notice of such election to the Representative (it being
understood that such election shall not affect the Trustee’s capacity under the Indenture except as
the representative of such Holder under the FDIC’s TLG Program).



     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 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.



B-1-7









 





     If an Event of Default concerning: (1) default (a) by the Company in the payment of interest,
if any, upon the Notes when it becomes due and payable and continuance of such default for a period
of 30 days and (b) by the FDIC in the payment of interest, if any, upon the Notes in accordance
with the TLG Program (12 C.F.R. Part 370); or (2) default (a) by the Company in the payment of the
principal of (or premium, if any, on) the Notes on its Maturity Date and (b) by the FDIC in the
payment of the principal of (or premium, if any, on) the Note in accordance with the TLG Program
(12 C.F.R. Part 370) shall occur and is continuing, the principal of the Notes may 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 the Notes 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; provided, however, that the express
written consent of the FDIC will be required to amend, modify or waive any provision of the Notes
which series are guaranteed by the FDIC pursuant to its TLG Program (12 C.F.R. Part 370), or the
provisions of the Indenture relating to principal, interest, default or ranking provisions of the
Notes; any provisions of the Notes or the Indenture required to be included by a “Master Agreement”
between the Company and the FDIC relating to the Company’s participation in the TLG Program (12
C.F.R. Part 370); or any other provision that would require the consent of all Holders of the
Notes. The Indenture also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Note.



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
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



B-1-8









 







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 $2,000 or any amount
in excess of $2,000 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.



B-1-9









 





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.




B-1-10









 








ASSIGNMENT




     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 New York City or by a member of the New York Stock Exchange.




B-1-11












 





Exhibit B-2




[Form of Global Floating Rate Note]




B-2-1









 




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.



THIS DEBT IS GUARANTEED UNDER THE FEDERAL DEPOSIT INSURANCE CORPORATION’S TEMPORARY LIQUIDITY
GUARANTEE PROGRAM AND IS BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES. THE DETAILS OF
THE FDIC GUARANTEE ARE PROVIDED IN THE FDIC’S REGULATIONS, 12 CFR PART 370, AND AT THE FDIC’S
WEBSITE, WWW.FDIC.GOV/TLGP. THE EXPIRATION DATE OF THE FDIC’S GUARANTEE IS THE EARLIER OF THE
MATURITY DATE OF THE DEBT OR JUNE 30, 2012. SUCH PROGRAM IS REFERRED TO HEREIN AS THE “TLG
PROGRAM.”



THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN OBLIGATION OF OR GUARANTEED BY U.S.
BANCORP OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF U.S. BANCORP.



THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF U.S.
BANCORP. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF U.S. BANCORP, EXCEPT OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES
OR PREFERENCES UNDER APPLICABLE LAW.



THE SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURE CONTAINS PROVISIONS APPLICABLE TO NOTES ISSUED
SUBJECT TO THE FDIC GUARANTEE, BUT ONLY FOR SO LONG AS THE FDIC GUARANTEE REMAINS IN EFFECT OR
UNTIL SUCH LATER TIME AS MAY BE REQUIRED BY THE RULES AND REGULATIONS OF THE FDIC OR ANY SUCCESSOR
ENTITY. THE PROVISIONS OF SECTION 1301 OF THE INDENTURE, AS SET FORTH IN SUCH SUPPLEMENTAL
INDENTURE, ARE APPLICABLE TO THIS NOTE, AND REFERENCE IS MADE TO SUCH SECTION 1301 FOR ADDITIONAL
PROVISIONS THAT GOVERN THIS NOTE.



THIS SECURITY IS GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND THE RIGHTS OF THE
HOLDER OF THIS NOTE ARE SUBJECT TO CERTAIN RIGHTS OF THE FDIC AS SET FORTH IN THIS NOTE AND THE
INDENTURE.





B-2-2









 








	 	 	 	 	 
	REGISTERED




No. RB-

	 	 
U.S. Bancorp

Medium-Term Note, Series R (Senior)

(Global Floating Rate Note)

(Guaranteed under the FDIC’s

Temporary Liquidity Guarantee Program

(the “TLG Program”))
	 	REGISTERED


Principal Amount:

$

CUSIP

No.






	 	 	 	 	 	 	 
	ORIGINAL ISSUE DATE:	 	MATURITY DATE:
	 
	 	 	 	 	 	 
	INITIAL INTEREST RATE:	 	SPREAD:
	 
	 	 	 	 	 	 
	BASE RATE (and, if applicable, related Interest Periods):	 	SPREAD MULTIPLIER:
	 
	 	 	 	 	 	 
	o	 	Commercial Paper Rate	 	REDEMPTION TERMS:
	o	 	Federal Funds Rate	 	 
	 

	 	o
	 	Federal Funds (Effective) Rate	 	 
	 

	 	o
	 	Federal Funds Open Rate	 	 
	 

	 	o
	 	Federal Funds Target Rate	 	 
	o	 	LIBOR	 	 
	o	 	EURIBOR	 	 
	o	 	Prime Rate	 	 
	o	 	CD Rate	 	 
	o	 	Treasury Rate	 	 
	o	 	CMT Rate	 	 
	 

	 	o
	 	Reuters Page FRBCMT	 	 
	 

	 	o
	 	Reuters Page FEDCMT	 	 
	 

	 	 	 	o One-Week o One-Month	 	 
	o	 	Other (see “Other Terms”)	 	OTHER TERMS: FDIC guaranteed, as described below
	 
	 	 	 	 	 	 
	INDEX MATURITY:	 	 
	 
	 	 	 	 	 	 
	MAXIMUM INTEREST RATE:	 	 
	 
	 	 	 	 	 	 
	MINIMUM INTEREST RATE:	 	 
	 
	 	 	 	 	 	 
	INTEREST RESET DATES:	 	 
	 
	 	 	 	 	 	 
	INTEREST PAYMENT DATES:	 	 
	 
	 	 	 	 	 	 
	INTEREST RESET PERIOD:	 	 
	 
	 	 	 	 	 	 
	SPECIFIED CURRENCY:	 	 
	 
	 	 	 	 	 	 
	DAY COUNT CONVENTION:	 	 
	o	 	30/360 for the period	 	 
	 	 	From            To           	 	 
	o	 	Actual/360 for the period	 	 
	 	 	From            To           	 	 
	o	 	Actual/Actual for the period	 	 
	 	 	From            To           	 	 






B-2-3









 





     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



B-2-4









 







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 an 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, such exchange rate agent will obtain a
bid quotation from a leading foreign exchange bank in London or New York City selected by such
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.



B-2-5









 





     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	 	 







B-2-6









 








[Reverse Side of Note]

U.S. BANCORP

Medium-Term Note, Series R (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, as supplemented by a First Supplemental Indenture dated as of August 6, 2001 and a Second
Supplemental Indenture dated as of March 13, 2009 (together, 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.



     By the acceptance of this Note, the Holder hereof hereby agrees to the appointment of the
Trustee as its representative (the “Representative”) for purposes of making claims and taking all
actions permitted or required under the TLG Program and in accordance with the terms of, and under
the circumstances set forth in, the Indenture. Any Holder may elect not to be represented by the
Representative by providing written notice of such election to the Representative (it being
understood that such election shall not affect the Trustee’s capacity under the Indenture except as
the representative of such Holder under the TLG Program).



     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.



B-2-7









 





     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.



     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 Rate Interest Determination Date”, the “CD Rate
Interest Determination Date”, and the “CMT Rate 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
Rate Interest Determination Date” and the “Prime Rate 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 Rate 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 Rate Interest Determination Date pertaining to the Interest Reset Date occurring in
the next week. If an



B-2-8









 







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 on the
face hereof 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, with five one-millionths of a percentage point rounded
upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or



B-2-9









 







.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 as adjusted by the Spread and/or the Spread
Multiplier, if any, as specified on the face hereof, as determined on the applicable Commercial
Paper Rate 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, with respect to any Commercial Paper Rate 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 on the face hereof 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 Rate Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Rate
Interest Determination Date for commercial paper having the Index Maturity specified on the face
hereof 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 Rate Interest Determination Date, of three leading dealers of commercial paper in
New York City selected by the Calculation Agent, after consultation with the Company, for
commercial paper having the Index Maturity specified on the face hereof 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 Rate Interest Determination Date will not change and will remain the Commercial
Paper Rate in effect on the Commercial Paper Rate Interest Determination Date.



B-2-10









 





     “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 as adjusted by the Spread and/or Spread Multiplier,
if any, as specified on the face hereof, as determined on the applicable Federal Funds Rate
Interest Determination Date. Federal Funds Rate Notes will be subject to the Minimum Interest Rate
and Maximum Interest Rate, if any. The Federal Funds Rate will be calculated by reference to
either the Federal Funds (Effective) Rate, the Federal Funds Open Rate or the Federal Funds Target
Rate, as specified on the face hereof.



     Unless otherwise specified on the face hereof under “Other Terms,” “Federal Funds Rate” means
the rate determined by the Calculation Agent, with respect to any Federal Funds Rate Interest
Determination Date, in accordance with the following provisions:



     (1) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face
hereof, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date
shall be the rate with respect to such date for United States dollar federal funds as published in
H.15(519) opposite the caption “Federal Funds (Effective),” as such rate is displayed on Reuters on
page FEDFUNDS1 (or any other page as may replace such page on such service) (“Reuters Page
FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00 p.m., New York
City time, on the Calculation Date, the rate with respect to such Federal Funds Rate Interest
Determination Date for United States dollar federal funds as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such rate, under the
caption “Federal funds (effective).” If such rate does not appear on Reuters Page FEDFUNDS1 or is
not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate with respect
to such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions in
New York City (which may include the agents or their affiliates) selected by the Calculation Agent,
prior to 9:00 a.m., New York City time, on the Business Day following such Federal Funds Rate
Interest Determination Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such
Federal Funds Rate



B-2-11









 







Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds
Rate Interest Determination Date.



     (2) If “Federal Funds Open Rate” is the specified Federal Funds Rate on the face hereof, the
Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the
rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite
the caption “Open” as such rate is displayed on Reuters on page 5 (or any other page as may replace
such page on such service) (“Reuters Page 5”), or, if such rate does not appear on Reuters Page 5
by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate for the Federal
Funds Rate Interest Determination Date will be the rate for that day displayed on FFPREBON Index
page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon
Yamane (or a successor) on Bloomberg. If such rate does not appear on Reuters Page 5 or is not
displayed on FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m.,
New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal
Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States dollar federal
funds arranged by three leading brokers of United States dollar federal funds transactions in New
York City (which may include the agents or their affiliates) selected by the Calculation Agent
prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate
Interest Determination Date.



     (3) If “Federal Funds Target Rate” is the specified Federal Funds Rate on the face hereof, the
Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the
rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear
on the FDTR Index page on Bloomberg by 3:00 p.m., New York City time, on the Calculation Date, the
Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be the rate for
that day appearing on Reuters Page USFFTARGET= (or any other page as may replace such page on such
service) (“Reuters Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on
Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 p.m., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest
Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight United States dollar federal funds arranged by
three leading brokers of United States dollar federal funds transactions in New York City (which
may include the agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m.,
New York City time, on such Federal Funds Rate 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 as
adjusted by the Spread and/or the Spread Multiplier, if any, as specified on the face



B-2-12









 







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 with respect to each LIBOR Interest Determination Date in accordance with
the following provisions:



     (1) With respect to LIBOR Interest Determination Date, LIBOR will be the rate for deposits in
the Designated LIBOR Currency having the Index Maturity specified on the face hereof as such rate
is displayed on Reuters on page LIBOR01 (or any other page as may replace such page on such service
for the purpose of displaying the London interbank rates of major banks for the Designated LIBOR
Currency) (“Reuters Page LIBOR01”) as of 11:00 a.m., London time, on such LIBOR Interest
Determination Date. If no such rate so appears, LIBOR on such LIBOR Interest Determination Date
will be determined in accordance with provision described in clause (2) below.



     (2) With respect to LIBOR Interest Determination Date on which no rate is displayed on Reuters
Page LIBOR01 as specified in clause (1) above, the Calculation Agent shall request the principal
London offices of each of four major reference banks (which may include affiliates of the agents)
in the London interbank market, as selected by the Calculation Agent to provide the Calculation
Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of
the Index Maturity specified on the face hereof, commencing on the related Interest Reset Date, to
prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR
Interest Determination Date and in a principal amount that is representative for a single
transaction in the Designated LIBOR Currency in such market at such time. If at least two such
quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean calculated by the Calculation Agent of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00
a.m., in the applicable Principal Financial Center (as defined below), on such LIBOR Interest
Determination Date by three major banks (which may include affiliates of the agents) in such
Principal Financial Center selected by the Calculation Agent for loans in the Designated LIBOR
Currency to leading European banks, having the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single transaction in the Designated LIBOR Currency
in such market at such time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.



     As referenced above, “Designated LIBOR Currency” means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no such Designated LIBOR Currency is specified
on the face hereof, U.S. dollars. “Principal Financial Center” means (i) the capital city of the
country issuing the Designated LIBOR Currency or (ii) the capital city of the country to which the
Designated LIBOR Currency, if applicable, relates, except, in each case, that with respect to
United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South
African rand and Swiss francs, the “Principal Financial Center” shall be New York City,



B-2-13









 







Sydney, Toronto, London (solely in the case of the Designated LIBOR Currency), Wellington,
Johannesburg and Zurich, respectively.



     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 as adjusted by 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, with respect
to any EURIBOR Interest Determination Date, a base rate equal to the interest rate for deposits in
euro 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 euro having the Index Maturity specified
on the face hereof, beginning on the second euro Business Day after such EURIBOR Interest
Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of 11:00 a.m., Brussels
time, on such EURIBOR Interest Determination Date.



     (2) If the rate described above does not appear on Reuters Page EURIBOR 01, EURIBOR will be
determined on the basis of the rates, at approximately 11:00 a.m., Brussels time, on such EURIBOR
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: euro deposits having such EURIBOR Index Maturity,
beginning on such EURIBOR Interest Reset Date, and in a representative amount. The Calculation
Agent will request that the principal euro-zone office of each of these banks provide a quotation
of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest
Determination Date will be the arithmetic mean of the quotations.



     (3) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
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 EURIBOR
Interest Determination Date, by three major banks in the euro-zone selected by the Calculation
Agent: loans of euro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset
Date, and in an amount that is representative of a single transaction in euro in that market at the
time.



     (4) If fewer than three banks selected by the Calculation Agent are quoting as described
above, EURIBOR for the new Interest Period will be EURIBOR in effect for the prior



B-2-14









 







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 as adjusted by the Spread and/or Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Prime Rate 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, with
respect to any Prime Rate Interest Determination Date, the rate on such date as such rate is
published in H.15(519) under the caption “Bank prime loan” or, if not published by 3:00 p.m., New
York City time, on the related Calculation Date, the rate on such Prime Rate Interest Determination
Date as published in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption “Bank prime loan.” If such rate is not yet
published in H.15(519), H.15 Daily Update, or another recognized electronic source by 3:00 p.m.,
New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic
mean calculated by the Calculation Agent of the rates of interest publicly announced by each bank
that appears on Reuters on page USPRIME1 (or any other page as may replace such page on such
service for the purpose of displaying prime rates or base lending rates of major United States
banks) (“Reuters Page USPRIME1”) as such bank’s prime rate or base lending rate as of 11:00 a.m.,
New York City time, on such Prime Rate Interest Determination Date. If fewer than four such rates
so appear on the Reuters Page USPRIME1 for such Prime Rate Interest Determination Date by 3:00
p.m., New York City time, on the related Calculation Date, then the Prime Rate shall be the
arithmetic mean calculated by the Calculation Agent of the prime rates or base lending rates quoted
on the basis of the actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by three major banks (which may include
affiliates of the dealers) in New York City selected by the Calculation Agent; provided, however,
that if the banks so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Prime Rate determined as of such Prime Rate Interest Determination Date will be the
Prime Rate in effect on such Prime Rate Interest Determination Date.



     “Reuters Page USPRIME1” means the display on the Reuters 3000 Xtra Service (or any successor
service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such
service) for the purpose of displaying prime rates or base lending rates of major U.S. banks.



     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 as adjusted by the Spread and/or the Spread Multiplier, as specified on the face hereof, as



B-2-15









 







determined on the applicable CD Rate 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, with
respect to any CD Rate Interest Determination Date, the rate on that date for negotiable U.S.
dollar certificates of deposit having the Index Maturity specified on the face hereof as published
in H.15(519), under the heading “CDs (Secondary Market).” If the CD Rate cannot be determined in
this manner, the following procedures will apply:



     (1) If the rate described above is not published by 3:00 p.m., New York City time, on the
relevant Calculation Date, then the CD Rate will be the rate on that CD Rate Interest Determination
Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as
published in H.15 Daily Update, or other recognized electronic sources used for the purpose of
displaying the applicable rate, under the caption “CDs (Secondary Market).”



     (2) If by 3:00 p.m., New York City time, on the applicable Calculation Date, that rate is not
published in either H.15(519), H.15 Daily Update or another recognized electronic source, the CD
Rate for that CD Rate Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City
time, on that CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable
U.S. dollar certificates of deposit in New York City, which may include one or more of the agents
or their affiliates, selected by the Calculation Agent, after consultation with us, for negotiable
U.S. dollar certificates of deposit of major U.S. money market banks for negotiable certificates of
deposit with a remaining maturity closest to the Index Maturity specified on the face hereof in an
amount that is representative for a single transaction in that market at that time.



     (3) If the dealer(s) selected as described above by the Calculation Agent are not quoting
rates as set forth above, the CD Rate for that CD interest rate determination date will be the CD
Rate in effect for the immediately preceding interest reset period, or if there was no interest
reset period, then the rate of interest payable will be the Initial Interest Rate.



     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 as adjusted by the Spread and/or the Spread Multiplier, if any,
as specified on the face hereof, as determined on the applicable Treasury Rate 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, with
respect to any Treasury Rate Interest Determination Date, the rate from the auction held on such
Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the United
States (“Treasury Bills”) having the Index Maturity specified on the face hereof under the caption
“INVEST RATE” on the display on Reuters page USAUCTION10 (or any other



B-2-16









 







page as may replace such page on such service) or page USAUCTION11 (or any other page as may
replace such page on such service) or, if not so published at 3:00 p.m., New York City time, on the
related Calculation Date, the Bond Equivalent Yield (as defined below) of the rate for such
Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used
for the purpose of displaying such rate, under the caption “U.S. Government Securities/Treasury
Bills/Auction High.” If such rate is not so published in the related H.15 Daily Update or another
recognized source by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury
Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the
Auction rate of such Treasury Bills as announced by the United States Department of the Treasury.
In the event that such Auction rate is not so announced by the United States Department of the
Treasury on such Calculation Date, or if no such Auction is held, then the Treasury Rate on such
Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such
Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on
the face hereof as published in H.15(519) under the caption “U.S. government securities/treasury
bills/secondary market” or, if not yet published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills
as published in H.15 Daily Update, or such other recognized electronic source used for the purpose
of displaying such rate, under the caption “U.S. government securities/treasury bills (secondary
market).” If such rate is not yet published in the H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date,
then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on such Treasury Rate Interest
Determination Date, of the three leading primary United States government securities dealers (which
may include the agents or their affiliates) selected by the Calculation Agent, 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 so selected by the Calculation Agent are not quoting
as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date will be the Treasury Rate in effect on such Treasury Rate 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



B-2-17









 







the CMT Rate as adjusted by the Spread and/or the Spread Multiplier, if any, as specified on
the face hereof, as determined on the applicable CMT Rate 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,” with respect to any CMT
Rate Interest Determination Date:



     (1) If “Reuters Page FRBCMT” is the specified CMT Reuters Page on the face hereof, the CMT
Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities at “constant maturity” having the Index Maturity specified on the
face hereof as set forth in H.15(519) under the caption “Treasury constant maturities,” as such
yield is displayed on Reuters (or any successor service) on page FRBCMT (or any other page as may
replace such page on such service) (“Reuters Page FRBCMT”) for such CMT Rate Interest Determination
Date. If such rate does not appear on Reuters Page FRBCMT, the CMT Rate on such CMT Rate Interest
Determination Date shall be a percentage equal to the yield for United States Treasury securities
at “constant maturity” having the Index Maturity specified on the face hereof and for such CMT Rate
Interest Determination Date as set forth in H.15(519) under the caption “Treasury constant
maturities.” If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate for the period of the Index Maturity specified on the face
hereof as may then be published by either the Federal Reserve Board or the United States Department
of the Treasury that the Calculation Agent determines to be comparable to the rate that would
otherwise have been published in H.15(519). If the Federal Reserve Board or the United States
Department of the Treasury does not publish a yield on United States Treasury securities at
“constant maturity” having the Index Maturity specified on the face hereof for such CMT Rate
Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean
of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three leading primary United States government securities dealers in
New York City (which may include the agents or their affiliates) (each, a “Reference Dealer”)
selected by the Calculation Agent from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest) for United States Treasury
securities with an original maturity equal to the Index Maturity specified on the face hereof, a
remaining term to maturity no more than one year shorter than such Index Maturity and in a
principal amount that is representative for a single transaction in such securities in such market
at such time. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate
Interest Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United
States Treasury securities with an original maturity greater than the Index Maturity specified on
the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in such market at such
time. If two such United States Treasury securities with an original maturity greater than



B-2-18









 







the Index Maturity specified on the face hereof have remaining terms to maturity equally close
to such Index Maturity, the quotes for the treasury security with the shorter original term to
maturity will be used. If fewer than five but more than two such prices are provided as requested,
the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation
Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of such quotations shall be eliminated; provided, however, that if fewer than three
such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date.



     (2) If “Reuters Page FEDCMT” is the specified CMT Reuters Page on the face hereof, the CMT
Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States Treasury securities at
“constant maturity” having the Index Maturity specified on the face hereof as set forth in
H.15(519) opposite the caption “Treasury Constant Maturities,” as such yield is displayed on
Reuters on page FEDCMT (or any other page as may replace such page on such service) (“Reuters Page
FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which such CMT Rate Interest Determination Date falls. If such rate does not
appear on Reuters Page FEDCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a
percentage equal to the one-week or one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant maturity” having the Index Maturity specified on the
face hereof for the week or month, as applicable, preceding such CMT Rate Interest Determination
Date as set forth in H.15(519) opposite the caption “Treasury Constant Maturities.” If such rate
does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be
the one-week or one-month, as specified on the face hereof, average yield for United States
Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof
as otherwise announced by the Federal Reserve Bank of New York for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate
Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish a
one-week or one-month, as specified on the face hereof, average yield on United States Treasury
securities at “constant maturity” having the Index Maturity specified on the face hereof for the
applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean
of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers selected by the Calculation Agent from five
such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for United States Treasury securities with an original maturity equal
to the Index Maturity specified on the face hereof, a remaining term to maturity of no more than
one year shorter than such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. If fewer than five but more
than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of such quotation shall be eliminated. If fewer than three prices are provided as
requested, the CMT Rate on such CMT Rate Interest



B-2-19









 







Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of the lowest) for United
States Treasury securities with an original maturity longer than the Index Maturity specified on
the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in such market at such
time. If two United States Treasury securities with an original maturity greater than the Index
Maturity specified on the face hereof have remaining terms to maturity equally close to such Index
Maturity, the quotes for the Treasury security with the shorter original term to maturity will be
used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on
such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination
Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained
and neither the highest nor lowest of such quotations shall be eliminated; provided, however, that
if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT
Rate determination date shall be the CMT Rate in effect on such CMT Rate 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 on the face hereof, under “Redemption Terms”, this Note is not subject to any
sinking fund.



     Miscellaneous Provisions



     If an Event of Default concerning: (1) default (a) by the Company in the payment of interest,
if any, upon the Notes when it becomes due and payable and continuance of such default for a period
of 30 days and (b) by the FDIC in the payment of interest, if any, upon the Notes in accordance
with the TLG Program (12 C.F.R. Part 370); or (2) default (a) by the Company in the payment of the
principal of (or premium, if any, on) the Notes on its Maturity Date and (b) by the FDIC in the
payment of the principal of (or premium, if any, on) the Note in accordance with



B-2-20









 







the TLG Program (12 C.F.R. Part 370) shall occur and is continuing, the principal of the Notes
may 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 the Notes 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; provided, however, that the express
written consent of the FDIC will be required to amend, modify or waive any provision of the Notes
which series are guaranteed by the FDIC pursuant to the TLG Program (12 C.F.R. Part 370), or the
provisions of the Indenture relating to principal, interest, default or ranking provisions of the
Notes; any provisions of the Notes or the Indenture required to be included by a “Master Agreement”
between the Company and the FDIC relating to the Company’s participation in the TLG Program (12
C.F.R. Part 370); or any other provision that would require the consent of all Holders of the
Notes. 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 $2,000 or any amount
in excess of $2,000 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



B-2-21









 







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.



B-2-22









 





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.



B-2-23









 





ASSIGNMENT




     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 New York City or by a member of the New York Stock Exchange.




B-2-24









 








Exhibit B-3




[Form of Global Master Note]




B-3-1









 







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.



THIS DEBT IS GUARANTEED UNDER THE FEDERAL DEPOSIT INSURANCE CORPORATION’S TEMPORARY LIQUIDITY
GUARANTEE PROGRAM AND IS BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES. THE DETAILS OF
THE FDIC GUARANTEE ARE PROVIDED IN THE FDIC’S REGULATIONS, 12 CFR PART 370, AND AT THE FDIC’S
WEBSITE, WWW.FDIC.GOV/TLGP. THE EXPIRATION DATE OF THE FDIC’S GUARANTEE IS THE EARLIER OF THE
MATURITY DATE OF THE DEBT OR JUNE 30, 2012. SUCH PROGRAM IS REFERRED TO HEREIN AS THE “TLG
PROGRAM.”



THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN OBLIGATION OF OR GUARANTEED BY U.S.
BANCORP OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF U.S. BANCORP.



THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF U.S.
BANCORP. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF U.S. BANCORP, EXCEPT OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES
OR PREFERENCES UNDER APPLICABLE LAW.



THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT ATTACHED
HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL
INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE
EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES.



THE SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURE CONTAINS PROVISIONS APPLICABLE TO NOTES ISSUED
SUBJECT TO THE FDIC GUARANTEE, BUT ONLY FOR SO LONG AS THE FDIC GUARANTEE REMAINS IN EFFECT OR
UNTIL SUCH LATER TIME AS MAY BE REQUIRED BY THE RULES AND REGULATIONS OF THE FDIC OR ANY SUCCESSOR
ENTITY. THE PROVISIONS OF SECTION 15.11 OF THE INDENTURE, AS SET FORTH IN SUCH SUPPLEMENTAL
INDENTURE, ARE APPLICABLE TO THIS NOTE, AND REFERENCE IS MADE TO SUCH SECTION 15.11 FOR ADDITIONAL
PROVISIONS THAT GOVERN THIS NOTE.



THIS SECURITY IS GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND THE RIGHTS OF THE
HOLDER OF THIS NOTE ARE SUBJECT TO CERTAIN RIGHTS OF THE FDIC AS SET FORTH IN THIS NOTE AND THE
INDENTURE.





B-3-2









 








	 	 	 	 	 
	REGISTERED



No. RM-

	 	U.S. Bancorp

Medium-Term Note, Series R (Senior)

(Master Global Note)

(Guaranteed under the FDIC’s

Temporary Liquidity Guarantee Program

(the “TLG Program”))
	 	REGISTERED






     U.S. Bancorp (the “Issuer”), a corporation duly organized and existing under the laws of
Delaware, for value received, hereby promises to pay to Cede & Co. or its registered assigns: (i)
on each principal payment date, including each amortization date, redemption date, repayment date,
maturity date, and extended maturity date, as applicable, of each obligation identified on the
records of the Issuer (which records are maintained by U.S. Bank Trust National Association (the
“Issuing and Paying Agent”) as being evidenced by this Master Global Note, the principal amount
then due and payable for each such obligation, and (ii) on each interest payment date, if any, the
interest then due and payable on the principal amount for each such obligation. Payment shall be
made by wire transfer of United States dollars to the registered owner, or immediately available
funds or the equivalent to a party as authorized by the registered owner and in the currency other
than United States dollars as provided for in each such obligation, by the Issuing and Paying Agent
without the necessity of presentation and surrender of this Master Global Note.



     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE
REVERSE HEREOF.



     This Master Global Note is a valid and binding obligation of the Issuer.



B-3-3









 





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



	 	 	 	 	 	 	 
	Dated:                     , 2009	 	U.S. BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 
	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	 	 







B-3-4









 








(Reverse Side of Note)




     This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer,
which shall form a part of the Issuer’s unsecured, unsubordinated medium-term notes, Series R due
nine months or more from the date of issue (“Series R”), all issued or to be issued under and
pursuant to an Indenture dated as of October 1, 1991 (the “Indenture”), duly executed and delivered
by the Issuer to Citibank, N.A., as trustee (the “Trustee”), to which Indenture and all indentures
supplemental thereto (including the Issuer’s Officer’s Certificate and Company Order, dated April
25, 2008, with respect to, among other things, the establishment of Medium-Term Notes, Series R
(Senior)) reference is hereby made for a description of the rights, duties and immunities
thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. As provided in the
Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption and repayment provisions, if any, may be
subject to different sinking, purchase, or analogous funds, if any, may be subject to different
covenants and events of default, and may otherwise vary as in the Indenture provided or permitted.
The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness
of the Issuer issued under Series R are unlimited.



     The Trustee has been designated as the duly authorized representative of the holder of the
Notes for purposes of making claims and taking other permitted or required actions under the TLG
Program (the “Representative”). Any Holder may elect not to be represented by the Representative by
providing written notice of such election to the Representative.



     Capitalized terms used herein that are not defined herein shall have the meanings assigned to
them in the Indenture.



     No reference herein to the Indenture and no provision of this Master Global Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the
times, places, and rates, and in the coin or currency, identified on the records of the Issuer.



     At the request of the registered owner, the Issuer shall promptly issue and deliver one or
more separate note certificates evidencing each Debt Obligation evidenced by this Master Global
Note. As of the date any such note certificate or certificates are issued, the Debt Obligations
which are evidenced thereby shall no longer be evidenced by this Master Global Note.



     Beneficial interests in the Debt Obligations evidenced by this Master Global Note are
exchangeable for definitive notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (a) (i) The Depository Trust Company, as depositary (the “Depositary”),
notifies the Issuer that it is unwilling or unable to continue as Depositary for this Master Global
Note, or (ii) if at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and in either case, a successor depositary is not
appointed by the Issuer within 90 days after receiving notice or becoming aware the Depositary is
unwilling or unable to continue as Depositary or is no longer so registered; (b) in the case of any
other registered global note if (i) the clearing system(s) through which the notes are cleared and
settled is closed for business for a continuous period of 14 days, other than by reason of
holidays, statutory or otherwise; or (ii) the clearing system(s) through which the notes are
cleared and settled announces an intention to cease business permanently or does in fact do so; (c)
the Issuer in its sole discretion elects to issue definitive notes; or (d) after the occurrence of
an Event of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial
owners representing a majority in principal amount of such Debt Obligation advise the Depositary or
other clearing system(s) through its participants to cease acting as depositary for such Debt
Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation
that are exchangeable pursuant to the preceding sentence shall be exchangeable in whole for
definitive notes in registered form, of like tenor and of an equal aggregate principal amount, in
minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Such
definitive notes shall be registered in the name or names of such person or persons as the
Depositary shall instruct the registrar.



     Prior to due presentment of this Master Global Note for registration of transfer, the Issuer,
the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this
Master Global Note is registered as



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the owner hereof for all purposes, whether or not this Master Global Note be overdue, and
neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary
except as required by applicable law.



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FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto



 



(Name, Address, and Taxpayer Identification Number of Assignee)



the Master Global Note and all rights thereunder, hereby irrevocably constituting and appointing
                     attorney to transfer said Master Global Note on the books of the Issuer with full
power of substitution in the premises.



	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	(Signature)
	Signature(s) Guaranteed:	 	NOTICE: The signature on this assignment must correspond with the name as
written upon the face of this Master Global Note, in every particular, without alteration or
enlargement or any change whatsoever.







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U.S. BANCORP




RIDER TO MASTER GLOBAL NOTE DATED                     , 2009




Medium-Term Notes, Series R (Senior)



This RIDER forms a part of and is incorporated into the Master Global Note dated                     ,
2009, of U.S. Bancorp (the “Issuer”) registered in the name of Cede & Co, or its registered
assigns, evidencing the Issuer’s Debt Obligations.



REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF SUCH MASTER GLOBAL NOTE (TOGETHER WITH THIS
RIDER, HEREIN REFERRED TO AS THIS “MASTER GLOBAL NOTE”) SET FORTH IN THE RECORDS OF THE ISSUER
MAINTAINED BY THE TRUSTEE, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS
SUPPLEMENT DATED APRIL 25, 2008 AND MARCH 10, 2009, AND PROSPECTUS DATED APRIL 17, 2008 (EACH, AS
IT MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE OF DEBT
OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.




Section 1. Defined Terms.



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




Section 2. General.



This Master Global Note is a duly authorized issue of the series of notes of the Issuer designated
herein. By the terms of the Indenture, the Debt Obligations may mature at different times, may
bear interest, if any, at different rates, may be subject to different redemption and repayment
provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may
be subject to different covenants and events of default, and may otherwise vary as in the Indenture
provided or permitted. The Debt Obligations aggregated with any other indebtedness of the Issuer
of this series are unlimited.



This Master Global Note may have such additional or different terms as are set forth in the
applicable Pricing Supplement(s). Any terms so set forth shall be deemed to modify and/or
supersede, as necessary, any other terms set forth in this Master Global Note.




Section 3. Payments of Principal and Interest.



Unless otherwise specified in the applicable Pricing Supplement, the issuer shall pay on the
Maturity date of each Debt Obligation, together with any premium thereon, upon any applicable
Redemption Date, and to pay interest thereon from the original issue date of such Debt Obligation
(the “Original Issue Date”), 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
applicable Interest Payment Date, commencing with the Interest Payment Date immediately following
the Original Issue Date, at the applicable rate, until the principal of Debt Obligation 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 Master Global Note (or one or more predecessor Master Global
Notes) is registered at the close of business on the Regular Record Date related to the Interest
Payment Date, which, unless otherwise specified in the applicable Pricing Supplement, shall be the
day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date;
provided, however,


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that interest payable on the Maturity date of any Debt Obligation 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 of the this
Master Global Note on such Regular Record Date and may be paid to the Person in whose name this
Master Global 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 Master Global 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 Debt Obligations and
EURIBOR Debt Obligations, 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 Master Global Note will be made to the Depository, or
its nominee, as the registered owner of this Master Global Note representing the Debt Obligations.
A holder of this Master Global Note holding $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 the Debt Obligations
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 the Regular Record Date. Payment of the principal of (and
premium, if any) and interest on this Master Global Note due on the Maturity date or any applicable
Redemption Date will be made in immediately available funds.



The principal of and any premium and interest on the Debt Obligations under this Master Global Note
are payable by the Issuer in the currency specified in the applicable Pricing Supplement. If the
specified currency is other than U.S. dollars, the Issuer will (unless otherwise specified in the
applicable Pricing Supplement) arrange to convert all payments in respect of the applicable Debt
Obligations under this Master Global Note into U.S. dollars in the manner described in the
following paragraph. If the specified currency is other than U.S. dollars, the holder may (if so
indicated in the applicable Pricing Supplement) elect to receive all payments in respect of
applicable Debt Obligations under this Master Global 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 is other than U.S. dollars, the amount of any U.S. dollar payment
will be based on the bid quoted by an 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 the holder of this Master
Global Note. If this bid quotation is not available, such exchange rate agent will obtain a bid
quotation from a leading foreign exchange bank in London or New York City selected by such exchange
rate agent. If the bids are not available, payment of the aggregate amount due to the holder on
the payment date will be in the specified currency. All currency exchange costs will be borne by
the holder of this Master Global Note by deductions from such payments due such holder.




Section 4. 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 the applicable Debt
Obligations) are set forth in the applicable Pricing Supplement, such Debt Obligations are 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 Master Global Note is registered at such address as shall
appear in the Security Register of the Issuer, on any Redemption Date so specified or occurring
within any period so specified, as a whole or in part, at the election of the Issuer, 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 Master
Global 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.




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Section 5. Sinking Funds.



Unless otherwise specified in the applicable Pricing Supplement, the Debt Obligations under this
Master Global Note is not subject to any sinking fund.




Section 6. Principal Amount For Indenture Purposes.



For the purpose of determining whether holders of the requisite amount of the notes of Series R,
including the Debt Obligations as evidenced by this Master Global Note, outstanding under the
Indenture have made a demand, given a notice or waiver or taken any other action, the outstanding
principal amount of this Master Global Note shall be deemed to be the aggregate principal amount
outstanding of the Debt Obligations as evidenced by this Master Global Note.




Section 7. Modification and Waivers.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the rights of the holders of the notes
of each series, including the holders of the Debt Obligations, to be affected under the Indenture
at any time by the Issuer 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, including the
holders of Debt Obligations, at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in aggregate principal amount of the Debt
Obligations of each series at the time Outstanding, on behalf of the holders of all Debt
Obligations of such series, to waive compliance by the Issuer 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 Master Global Note shall be conclusive and binding upon such holder
and upon all future holders of this Master Global Note and of any Master Global 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 Master Global Note.



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




Section 8. Authorized Form and Denominations.



Unless otherwise set forth in the applicable Pricing Supplement, the Debt Obligations 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, Debt Obligations of this series are
exchangeable for a like aggregate principal amount of Debt Obligations 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 Issuer
may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the Person in whose name this Master Global Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.




Section 9. Registration of Transfer.



As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Master Global Note is registrable in the Security Register of the Issuer, upon surrender of
this Master Global Note for registration of transfer at the office or agency of the Issuer in any
place where the principal of (and premium, if any) and interest on this Master Global Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Issuer and the Security Registrar duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Master Global Notes of this series and of like
tenor of


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authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.




Section 10. Events of Default.



If an Event of Default with respect to the Debt Obligations under this Master Global Note of this
series shall occur and be continuing, the principal of all such Debt Obligations under this Master
Global 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; provided, however, that during the
time (a) the FDIC guarantee is in effect or (b) that guarantee payments are being made by the FDIC
to the Trustee or the Holders of this Master Global Note, no such Event of Default shall permit or
result in the acceleration of any amounts due under this Note or the Indenture.




Section 11. Governing Law.



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





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