REGISTERED This Note is a Global Security within the meaning of the Exhibit 4.3(c)
Indenture, referred to herein and is registered in the name REGISTERED
of a Depositary or a nominee of a Depositary. Unless this Principal Amount:
No. JC- 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.
CUSIP
No.
U.S. Bancorp
Medium-Term Note, Series J (Senior)
(Global Original Issue Discount Zero Coupon Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
OTHER TERMS: REDEMPTION TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
U.S. BANCORP, a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity date shown above.
The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
Maturity Date, and in such case the overdue principal of this Note shall bear
interest at a rate which is equivalent to the yield to maturity stated above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the Maturity Date or the date payment is due upon
acceleration or redemption, as the case may be, to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal
shall be payable
upon demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the same rate as the interest on the overdue
principal (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand. In the event that any Maturity Date is
not a Business Day, the principal otherwise payable on such date will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Maturity Date. In the event that any Redemption Date is not a Business Day,
such Redemption Date shall be postponed to the next day that is a Business Day.
Payment of principal and any interest or premium on this Note will be made in
immediately available funds 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. 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 Amortized Face Amount (as defined below) 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 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.
-2-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: U.S. BANCORP
By
----------------------------------------
Chairman and President
Attest
------------------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A., as Trustee
By
-----------------------------------
Authorized Signature
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By
-----------------------------------
Authorized Officer
-3-
U.S. BANCORP
Medium-Term Note, Series J (Senior)
(Global Original Issue Discount Zero Coupon Note)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated herein. By the terms of the Indenture,
additional Notes of this series and of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or method of calculating the
interest rate and in other respects as therein provided may be issued in an
unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the Amortized Face Amount (as defined
below) 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. 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 amount due and payable on this Note in the event that the principal
amount hereof is declared due and payable prior to the stated maturity or in the
event that this Note is redeemed shall, unless otherwise indicated above under
"Other Terms", be the
-4-
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 day 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.
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.
-5-
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal (and premium, if any) of this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the 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 (and premium, if any)
of this Note is payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series 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.
-6-
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.
----------------------------
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.
------------------------------------------------
-7-
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- -------------
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be
printed or typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- ------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
------------- ------------------------------------
------------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-8-