Exhibit 4.3(a)
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED U.S. BANCORP REGISTERED
Medium-Term Note, Series J (Senior) Principal Amount:
No. JA- (Global Fixed Rate Note) $
CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
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 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 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 for such
interest, which shall, unless otherwise specified under "Other Terms" above, 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 consisting of twelve 30-day months. 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.
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 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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
U.S. BANCORP
Dated: By
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Chairman and President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Attest
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Secretary
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
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Authorized Signatory
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By
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Authorized Officer
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U.S. BANCORP
Medium-Term Note, Series J (Senior)
(Global Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated herein. By the terms of the Indenture,
additional Notes of this series and of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or method of calculating the
interest rate and in other respects as therein provided, may be issued in an
unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth 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 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, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the
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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.
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 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.
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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 meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in this instrument, shall be
construed as though they were written out in full according to applicable laws
or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-- Custodian
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(Cust) (Minor)
under Uniform Gift to Minors Act
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(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
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(Name and address of assignee, including zip code, must
be printed or typewritten)
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the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
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to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
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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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