REGISTERED
No. KD-
This Note is a Global Security within the meaning of the indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
Exhibit 4.3(h)
REGISTERED
Principal Amount
$
CUSIP
No.
U.S. Bancorp
Medium-Term Note, Series K (Subordinated)
(Global Original Issue Discount Fixed Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
[_] ORIGINAL ISSUE DISCOUNT NOTE [_] ORIGINAL ISSUE DISCOUNT NOTE FOR
SUBJECT TO "SPECIAL PROVISIONS" FEDERAL INCOME TAX PURPOSES
BELOW ONLY
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
U.S. BANCORP, a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date (subject to the "Special Provisions" below, if
applicable), and to pay interest on such principal sum from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each February 1 and
August 1 or such other dates, if any, as are
specified under "Other Terms" above (the "Interest Payment Dates"), commencing
with the Interest Payment Date immediately following the Original Issue Date, at
the rate per annum equal to the Interest Rate shown above, until the principal
hereof is paid or made available for payment; provided, however, that if the
Original Issue Date is after a Regular Record Date and on or before the
immediately following Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date. The
interest so payable and punctually paid or duly provided for any Interest
Payment Date will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall, unless
otherwise specified above under "Other Terms", be the fifteenth calendar day
(whether or not a Business Day) next preceding such 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 is not a
Business Day, the principal otherwise payable on such date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Maturity Date. In the event that any Interest Payment Date or any applicable
Redemption Date is not a Business Day, such Interest Payment Date or Redemption
Date shall be postponed to the next day that is a Business Day. Payment of the
principal of (and premium, if any) and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts. 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. If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified above
under "Other Terms", expressed as percentages of the principal amount of this
Note if this Note is an Original Issue Discount Note for federal income tax
purposes only as shown above and as percentages of the Amortized Face Amount (as
defined below) of this Note if this Note is an Original Issue Discount Note
subject to the "Special Provisions" below as shown above) 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.
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Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: U.S. BANCORP
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION By
---------------------------------
Chairman and President
This is one of the Securities of the series
designated herein and issued pursuant to Attest
the within-mentioned Indenture.
-----------------------------------
Secretary
CITIBANK, NA., as Trustee
By
-----------------------------
Authorized Signature
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By
-----------------------------
Authorized Officer
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U.S. Bancorp
Medium-Term Note, Series K (Subordinated)
(Global Original Issue Discount Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991, as amended by a First Supplemental
Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between
the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all Indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the Holders of Senior Indebtedness and the Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture referred to above, subordinate and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the Company, as defined in the
Indenture, and each Holder of this Note, by accepting the same, agrees to and
shall be bound by the provisions of the Indenture and authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the principal amount of this Note if
this Note is an Original Issue Discount Note for federal income tax purposes
only as shown above and as percentages of the Amortized Face Amount (as defined
below) of this Note if this Note is an Original Issue Discount Note subject to
the "Special Provisions" below as shown above) as set forth above 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 by mail to the Person
in whose name this Note is registered at such address as shall appear in the
registry books 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 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
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of business on the relevant Record Dates, referred to above, all as provided in
the Indenture, in the event of redemption of this Note in part only, a new Note
of this series and of like tenor of an authorized denomination for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof. Unless otherwise specified above under "Redemption
Terms", this Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i)of the amount of principal so
declared due and payable and (ii)of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Notes of this
series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
Subject to the rights of holders of Senior Indebtedness of the Company set
forth in this Note and as provided in the Indenture referred to above, no
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the
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obligation of the Company, which is absolute and unconditional, to pay the
principal (and premium, if any) of and interest on this Note at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof 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
above, 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.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
-6-
SPECIAL PROVISIONS
Unless otherwise indicated above under "Other Terms", if this Note is an
Original Issue Discount Fixed Rate Note subject to these Special Provisions, as
indicated above, the amount due and payable on this Note in the event that the
principal amount hereof is declared due and payable prior to the stated maturity
hereof or in the event that this Note is redeemed shall be the Amortized Face
Amount (as defined below) of this Note or, in the case of redemption, the
specified percentage of the Amortized Face Amount of this Note on the date such
payment is due and payable as determined by the Company, plus any accrued but
unpaid "qualified stated interest" payments (as defined in the Treasury
Regulations regarding original issue discount issued by the Treasury Department
(the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i)the issue price (as defined below) of this Note and (ii)that portion
of the difference between the issue price and the principal amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in
effect on the issue date of this Note) at the date as of which the Amortized
Face Amount is calculated, but in no event can the Amortized Face Amount exceed
the principal amount of this Note due at the stated maturity hereof. As used in
the preceding sentence, the term "issue price" means the principal amount of
this Note due at the stated maturity hereof less the Original Issue Discount of
this Note specified above. The term "Stated Yield" of this Note means the Yield
to Maturity specified above for the period from the Original Issue Date of this
Note specified above, to the stated maturity hereof based on the issue price and
principal amount payable at the stated maturity hereof.
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-------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
----------------------------------
(State)
Additional abbreviations may be used though not in the above list.
-------------------
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- -----------------
- ----------------- _____________________________________________________________
(Name and address of assignee, including zip code, must be
printed or typewritten)
________________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated __________________
----------------------------------------
----------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
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