-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4FaFn/ZnTdxHIB/2bnSijEXPJ/H2Eg81+e4VHpW9zZeK3Y30Y9kJl2RO4b4oU/1 eVpcGNJ5MXtV4vVrwif4QA== 0001045969-99-000950.txt : 20000202 0001045969-99-000950.hdr.sgml : 20000202 ACCESSION NUMBER: 0001045969-99-000950 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 19991217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06880 FILM NUMBER: 99776685 BUSINESS ADDRESS: STREET 1: FIRST BANK PL STREET 2: 601 SECOND AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH-FIRST BANK PLACE STREET 2: 601 2ND AVENUE SOUTH-FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 17, 1999 U.S. BANCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-6880 41-0255900 - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 601 Second Avenue South, Minneapolis, Minnesota 55402-4302 - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 973-1111 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 5 Pages Exhibit Index on Page 5 Item 5. Other Events. U.S. Bancorp (the "Company") has entered into Distribution Agreements with each of Morgan Stanley & Co. Incorporated, U.S. Bancorp Piper Jaffray Inc., Barclays Capital Inc., Chase Securities Inc., Dain Rauscher Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. for the public offering of up to $1,800,000,000 aggregate principal amount of its Medium-Term Notes, Series L (Senior) (the "Series L Notes") to be issued pursuant to the Indenture dated as of October 1, 1991 (the "Senior Note Indenture") between the Company and Citibank, N.A., as Senior Note Trustee, and the Officers' Certificate and Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture and/or, its Medium-Term Notes, Series M (the "Series M Notes" and, together with the Series L Notes, the "Notes") to be issued pursuant to the Indenture dated as of October 1, 1991, as amended by a First Supplemental Indenture dated as of April 1, 1993 (as so amended, the "Subordinated Note Indenture") between the Company and Citibank, N.A., as Subordinated Note Trustee, and the Officers' Certificate and Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-83643. Item 7. Financial Statements and Exhibits. (c) Exhibits. 1.1 Form of Distribution Agreement between the Company and each of Morgan Stanley & Co. Incorporated, U.S. Bancorp Piper Jaffray Inc., Barclays Capital Inc., Chase Securities Inc., Dain Rauscher Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., as Agents. 4.1 Officers' Certificate and Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto). 4.2 Officers' Certificate and Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto). Page 2 of 5 Pages 4.3 Specimens of Notes: (a) Series L Fixed Rate Note; (b) Series L Floating Rate Note; (c) Series L Original Issue Discount Zero Coupon Note; (d) Series L Original Issue Discount Fixed Rate Note; (e) Series M Fixed Rate Note; (f) Series M Floating Rate Note; (g) Series M Original Issue Discount Zero Coupon Note; (h) Series M Original Issue Discount Fixed Rate Note. Page 3 of 5 Pages Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 17, 1999 U.S. BANCORP By: /s/ Terrance R. Dolan ----------------------------------- Senior Vice President and Controller Page 4 of 5 Pages INDEX TO EXHIBITS
(c) Exhibits Page No. -------- -------- 1.1 Form of Distribution Agreement between the Company and each of Morgan Stanley & Co. Incorporated, U.S. Bancorp Piper Jaffray Inc., Barclays Capital Inc., Chase Securities Inc., Dain Rauscher Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc., as Agents. 4.1 Officers' Certificate and Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto). 4.2 Officers' Certificate and Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto). 4.3 Specimens of Notes: (a) Series L Fixed Rate Note.................................................. (b) Series L Floating Rate Note............................................... (c) Series L Original Issue Discount Zero Coupon Note......................... (d) Series L Original Issue Discount Fixed Rate Note.......................... (e) Series M Fixed Rate Note.................................................. (f) Series M Floating Rate Note............................................... (g) Series M Original Issue Discount Zero Coupon Note......................... (h) Series M Original Issue Discount Fixed Rate Note..........................
EX-1.1 2 FORM OF DISTRIBUTION AGREEMENT $1,800,000,000 U.S. Bancorp (a Delaware corporation) Medium Term Notes, Series L (Senior) Medium Term Notes, Series M (Subordinated) DISTRIBUTION AGREEMENT December 17, 1999 Ladies and Gentlemen: U.S. Bancorp, a Delaware corporation (the "Company"), confirms its agreement with you (you and each other person executing a Distribution Agreement substantially similar to this Agreement (including the Commission Schedule attached hereto as Schedule A) being hereinafter referred to as an "Agent") with respect to the issue and sale by the Company of up to $1,800,000,000 aggregate principal amount or its equivalent in foreign currencies or currency units of Medium-Term Notes, Series L (Senior) (the "Senior Notes") and Medium Term Notes, Series M (Subordinated) (the "Subordinated Notes") due nine (9) months or more from date of issue (the "Securities"). The Senior Notes are to be issued pursuant to an Indenture dated as of October 1, 1991 (the "Senior Note Indenture") between the Company and Citibank, N.A., as trustee (the "Senior Note Trustee"), and the Subordinated Notes are to be issued pursuant to 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 "Subordinated Note Indenture") between the Company and Citibank, N.A., as trustee (the "Subordinated Trustee"). The Senior Note Indenture and the Subordinated Note Indenture, together with any Officers' Certificates establishing the terms of the Securities and any applicable Authentication Certificate Supplemental to the Officers' Certificates, facsimile transmission or supplemental indentures, are collectively referred to herein as the "Indentures." It is understood that the Company may from time to time authorize the issuance of additional Securities and that such additional Securities may be sold through or to the Agents pursuant to the terms of this Agreement, as though the issuance of such Securities were authorized as of the date hereof. Subject to the terms and conditions stated herein, the Company hereby (i) appoints you as an agent of the Company for the purpose of soliciting purchases of the Securities from the Company by others and (ii) agrees that whenever the Company determines to sell Securities directly to you as principal for resale to others, it may enter into a Terms Agreement relating to such sale in accordance with the provisions of Section 2(c) hereof. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-83643) relating to the Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). Such registration statement has been declared effective by the Commission, and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such registration statement and the prospectus and any amendments or supplements thereto relating to the Securities filed pursuant to Rule 424 under the 1933 Act, including all documents incorporated therein by reference, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus," respectively. SECTION 1. Representations and Warranties. (a) The Company represents and warrants to you as of the date hereof, as of the Closing Time and each Settlement Date hereinafter referred to, and as of the times referred to in Sections 6(a) and 6(b) hereof (in each case the "Representation Date"), as follows: (i) The Registration Statement and the Prospectus, at the time the Registration Statement and each part thereof became effective, complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act, the rules and regulations thereunder (the "Regulations") and the 1939 Act. The Registration Statement at the time the Registration Statement and each part thereof became effective did not, and as of the applicable Representation Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time the Registration Statement became effective did not, and as of the applicable Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information relating to you furnished to the Company in writing by you expressly for use in the Registration Statement or Prospectus or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification under the 1939 Act (Form T-1) of the Trustee. (ii) The documents incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations thereunder (the "1934 Act Regulations"), and, when read together and with the other information in the Prospectus, at the time the Registration Statement became, and any amendments thereto become, effective, and as of the applicable Representation Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. - 2 - (iii) The accountants who audited the December 31, 1998 and reviewed the March 31, June 30, and September 30, 1999 financial statements included or incorporated by reference in the Prospectus are independent public accountants as required by the 1933 Act and the Regulations. (iv) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as at the dates indicated and the results of their operations for the periods specified; except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis. (v) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise or in the earnings, affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and (B) there have been no material transactions entered into by the Company, or any of its subsidiaries other than those in the ordinary course of business. (vi) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification. (vii) U.S. Bank National Association, the Company's principal subsidiary bank, has been duly incorporated and is validly existing as a national banking association in good standing under the laws of the United States and has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement; all of the issued and outstanding capital stock of such bank has been duly authorized and validly issued and is fully paid and, except as provided in 12 U.S.C. Section 55, non-assessable; and 100% of the capital stock of U.S. Bank National Association, other than any director's qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. (viii) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus and the shares of issued and outstanding Common Stock set forth thereunder have been duly authorized and validly issued and are fully paid and non-assessable. - 3 - (ix) Neither the Company nor any of its subsidiaries is in violation of its charter or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; and the execution and delivery of this Agreement, the Securities, the Indentures, each applicable Delayed Delivery Contract (as defined in Section 2(b)) and each applicable Terms Agreement, if any, and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any law, administrative regulation or administrative or court order or decree; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1939 Act or the Regulations, all of which have been obtained, or such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Agents. (x) The Company and its subsidiaries own or possess or have obtained all material governmental licenses, permits, consents, orders, approvals and other authorizations necessary to lease or own, as the case may be, and to operate their respective properties and to carry on their respective businesses as presently conducted. (xi) The Company and its subsidiaries own or possess adequate trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service marks or trade names which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as one enterprise. (xii) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which might result in any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the business prospects of the Company and its subsidiaries considered as one enterprise, or might materially and adversely affect the properties or assets thereof or might materially and adversely affect the consummation of this Agreement and the consummation of the transactions contemplated hereby; and there are no material contracts or documents of the - 4 - Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the Regulations which have not been so filed. (xiii) The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and of the Indentures against payment of the consideration therefor specified herein, the Securities will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as (i) enforceability thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and will be entitled to the benefits provided by the Indentures, which are substantially in the form heretofore delivered to you; and the Securities and the Indentures conform in all material respects to all statements relating thereto contained in the Registration Statement. (xiv) No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent. (xv) Each of this Agreement and any applicable Terms Agreement has been duly authorized, executed and delivered by the Company. (xvi) The Indentures have been duly qualified under the 1939 Act and have been duly authorized, executed and delivered by the Company and are the valid and binding agreements of the Company, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (b) Any certificate signed by any officer of the Company and delivered to you or to your counsel in connection with an offering of Securities shall be deemed a representation and warranty by the Company to you as to the matters covered thereby. SECTION 2. Solicitations as Agent; Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, you agree to use your reasonable efforts, as agent for the Company, to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Securities commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, you will forthwith suspend solicitation of purchases from the Company until advised by the Company that such solicitation may be resumed. - 5 - The Company agrees to pay you a commission, in the form of a discount, equal to the percentage of the principal amount (in the case of Original Issue Discount Securities, the principal amount payable at the stated maturity thereof) of each Security sold by the Company as a result of a solicitation made or offer to purchase received by you, as agent for the Company, as set forth in Schedule A hereto. You, in your capacity as agent for the Company, are authorized to solicit orders for the Securities with terms specified to you from time to time by the Company. You shall communicate to the Company, orally or in writing, each offer to purchase Securities received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. You shall have the right to reject any offer to purchase the Securities received by you in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. (b) Delayed Delivery Contracts. The Company authorizes you to solicit offers to purchase Securities pursuant to delayed delivery contracts (the "Contract Securities") substantially in the form of Exhibit A attached hereto ("Delayed Delivery Contracts") with such changes therein as the Company may approve. Delayed Delivery Contracts are to be entered into only with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Upon execution of a Delayed Delivery Contract by the Company, the Company will pay you as compensation the fee set forth in Schedule A hereto in respect of the principal amount of Contract Securities purchased as a result of solicitations made by you. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by you have been approved by the Company. You will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. (c) Purchases as Principal. Each sale of Securities to you as principal shall be made in accordance with the terms of this Agreement and (unless the Company and you shall otherwise agree) a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, you. Each such separate agreement (which shall be substantially in the form of Exhibit B hereto and which may take the form of an exchange of any oral agreement confirmed in writing or any standard form of written telecommunication between you and the Company) is herein referred to as a "Terms Agreement". Your commitment to purchase Securities pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to "you" or "the Agents" shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each Terms Agreement shall specify the principal amount of Securities to be purchased by you pursuant thereto, the price to be paid to the Company for such Securities, the initial public offering price, if any, at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Securities and such other provisions as may be mutually agreed upon. Such Terms Agreement shall also specify any requirements for officer's certificates, opinions of counsel and letters from Ernst & Young LLP pursuant to Sections 5 and 6 hereof. - 6 - For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Procedures (as defined below). For each such sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the Company agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 2(a) hereof and as set forth in Schedule A hereto (unless another discount is agreed upon). Securities purchased by an Agent as principal may be resold by such Agent to one or more investors or other purchasers at varying prices related to prevailing market prices at the time of such resale, as determined by such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other dealers. (d) Procedures; Settlement. Administrative procedures respecting the sale of Securities shall be agreed upon from time to time by the Agents and the Company (the "Proce dures"). You and the Company agree to perform on and after the Closing Time the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The time of delivery of and payment for Securities, whether pursuant to a Terms Agreement or other agreement to purchase Securities as principal or pursuant to another purchaser's offer to purchase Securities solicited by you in your capacity as agent for the Company, is hereinafter referred to as the "Settlement Date" for such Securities. (e) You agree, with respect to any Security denominated in a currency other than U.S. dollars, as agent, directly or indirectly, not to solicit offers to purchase, and as principal under any Terms Agreement or otherwise, directly or indirectly, not to offer, sell or deliver, such Security in, or to residents of, the country issuing such currency (or, if such Security is denominated in a composite currency, in any country issuing a currency comprising a portion of such composite currency), except as permitted by applicable law. (f) Delivery. The documents initially required to be delivered by Section 5 hereof shall be delivered at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York on the date hereof, or at such other time as you and the Company may agree upon in writing (the "Closing Time"). SECTION 3. Covenants of the Company. The Company covenants with you as follows: (a) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of the counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the Regulations, immediate notice shall be given, and confirmed in writing, to you to cease the solicitation of - 7 - offers to purchase the Securities in your capacity as agent for the Company and to cease sales of any Securities you may then own as principal pursuant to a Terms Agreement or otherwise, and the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement comply with such requirements. (b) On the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall furnish such information to you, confirmed in writing, and shall cause the Prospectus to be amended or supplemented to include or incorporate by reference summary financial information with respect to the results of operations of the Company for the period between the end of the preceding fiscal year and the end of such quarter or for such fiscal year, as the case may be, and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and explanations as shall be necessary for an understanding of such amounts or as shall be required by the 1933 Act or the Regulations; provided, however, that if on the date of such release you shall have suspended solicitation of purchases of the Securities in your capacity as agent for the Company pursuant to a request from the Company, and shall not then hold any Securities as principal, the Company shall not be obligated so to amend or supplement the Prospectus until such time as the Company shall determine that solicitation of purchases of the Securities should be resumed or shall subsequently enter into a new Terms Agreement with you. (c) On the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the Regulations; provided, however, that if on the date of such release you shall have suspended solicitation of purchases of the Securities in your capacity as agent for the Company pursuant to a request from the Company, and shall not then hold any Securities as principal, the Company shall not be obligated so to amend or supplement the Prospectus until such time as the Company shall determine that solicitation of purchases of the Securities should be resumed or shall subsequently enter into a new Terms Agreement with you. (d) The Company will make generally available to its security holders (as defined in Rule 158) as soon as practicable, but not later than 45 days after the close of each of the first three fiscal quarters of each fiscal year and 90 days after the close of each fiscal year, earnings statements (in form complying with the provisions of Rule 158 under the 1933 Act) covering a twelve month period beginning not later than the first day of the fiscal quarter next following the effective date of the Registration Statement (as defined in Rule 158) with respect to each sale of Securities. - 8 - (e) The Company will give you notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise. The Company will furnish you with copies of any such amendment or supplement or other documents, other than documents filed pursuant to the 1934 Act, proposed to be filed a reasonable time in advance of filing, and will furnish you with copies of documents filed pursuant to the 1934 Act promptly upon the filing thereof. (f) The Company will notify you immediately (i) of the filing and effectiveness of any amendment to the Registration Statement, (ii) of the filing of any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act which will be incorporated by reference in the Prospectus, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of initiation of any proceedings for that purpose, or (vi) of the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any stop order or suspension of qualification and, if any stop order or suspension of qualification is issued, to obtain the lifting thereof at the earliest possible moment. (g) The Company will deliver to you as many signed and conformed copies of the registration statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as you may reasonably request. The Company will furnish to you as many copies of the Prospectus (as amended or supplemented) as you shall reasonably request so long as you are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Securities. (h) The Company will endeavor, in cooperation with you, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided. (i) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act. (j) Between the date of any Terms Agreement which you are a party and the Settlement Date with respect to such Terms Agreement, the Company will not, without the prior consent of each Agent that is a party to such Terms Agreement, offer or sell in the United States, - 9 - or enter into any agreement to sell in the United States, any debt securities of the Company with terms substantially similar to those of the Securities which are the subject of such Terms Agreement (other than the Securities), except as may otherwise be provided in any such Terms Agreement. Between (i) the date the Company accepts an offer by any Agent to purchase Securities as principal not pursuant to a Terms Agreement and confirms in writing its agreement to comply with this paragraph 3(j) with respect to such Securities, and (ii) the Settlement Date with respect to such Securities, the Company will not, without the prior consent of such Agent, offer or sell in the United States, or enter into any agreement to sell in the United States, any debt securities of the Company with terms substantially similar to those of the Securities purchased by such Agent as principal (other than the Securities), except as may otherwise be provided in the Company's written confirmation to such Agent. (k) The Company will suspend solicitation of purchases of the Securities, and will advise the Agents of such suspension, upon receiving notice from a nationally recognized statistical rating organization of the downgrading of any rating assigned to any debt securities of the Company or of any intended or potential downgrading or any review for possible change that does not indicate the direction of the possible change in such rating. SECTION 4. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement (whether or not any sale of Securities is consummated), including: (i) the preparation and filing of the Registration Statement and Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Securities, (iii) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel, (iv) the qualification of the Securities under securities or Blue Sky laws in accordance with the provisions of Section 3(h), including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of any Blue Sky Memorandum, any Blue Sky Survey and any Legal Investment Survey, (v) the printing and delivery to you in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, and of the Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to you of copies of the Indentures and any Blue Sky Memorandum, Blue Sky Survey and any Legal Investment Survey, and (vii) any fees charged by rating agencies for the rating of the Securities. The Company shall reimburse you for the reasonable fees and disbursements of your counsel. The Company shall also reimburse you for any advertising and other out-of-pocket expenses incurred with the prior approval of the Company. SECTION 5. Conditions of Obligation. Your obligation to solicit offers to purchase the Securities in your capacity as agent of the Company and your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of an Agent's obligation to solicit offers to purchase Securities, at the time of such - 10 - solicitation, and, in the case of an Agent's or any other purchaser's obligation to purchase Securities, at the time the Company accepts the offer to purchase such Securities and at the applicable Settlement Date) and (in each case) to the following additional conditions precedent: (a) At Closing Time and at each Settlement Date with respect to any applicable Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received: (1) The opinion or opinions, dated as of such time, of Dorsey & Whitney LLP, counsel to the Company, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. (iii) U.S. Bank National Association has been duly organized and is validly existing as a national banking association in good standing under the laws of the United States, and has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. (iv) U.S. Bank National Association is duly qualified to transact business in each jurisdiction in which its ownership or lease of substantial properties or the conduct of the business requires such qualification and where the failure to so qualify would have a material adverse effect on the Company and its subsidiaries, taken as a whole. (v) This Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof on account of the Company having entered into a Terms Agreement, the applicable Terms Agreement) and any applicable Delayed Delivery Contract has been duly authorized, executed and delivered by the Company. (vi) The execution and delivery of this Agreement (and, if the opinion is being given pursuant to Section 6(c) hereof on account of the Company having entered into a Terms Agreement, the applicable Terms Agreement), any applicable Delayed Delivery Contract, the Securities and the Indentures and the consummation of the transactions contemplated herein and therein will not (a) conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to any contract, indenture, mortgage, loan - 11 - agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and that is material to the Company and its subsidiaries, taken as a whole, or (b) result in a violation of any law or administrative regulation or administrative or court decree of any court or governmental agency, authority or body or any arbitrator having jurisdiction over the Company known to such counsel and applicable to the Company nor will such action result in any violation of the provisions of the charter or by-laws of the Company. (vii) Each of the Senior Note Indenture and the Subordinated Note Indenture has been duly and validly authorized, executed and delivered by the Company and (assuming each such Indenture has been duly authorized, executed and delivered by the Senior Note Trustee or the Subordinated Note Trustee, as applicable) constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as (i) enforceability thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (viii) The Securities have been duly and validly authorized by all necessary corporate action and, when executed and authenticated as specified in the applicable Indenture and delivered against payment of the consideration therefor in accordance with this Agreement, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as (i) enforceability thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. (ix) The statements in the Prospectus under the captions "Description of Debt Securities" and "Plan of Distribution" and similar captions in the applicable prospectus supplement, insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries of such provisions. (x) The statements in the Prospectus under the caption "United States Taxation - United States Holders" and "United States Taxation - Foreign Holders," to the extent that they constitute matters of law or legal conclusions, have been reviewed by such counsel and are correct. (xi) To the best of such counsel's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits - 12 - thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto and the descriptions thereof or references thereto are correct. (xii) The Indentures are qualified under the 1939 Act. (xiii) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (xiv) At the time the Registration Statement became effective, and at the date hereof, the Registration Statement and the Prospectus and each document incorporated by reference therein (other than the financial statements, schedules and other financial and statistical data included therein and the Statements of Eligibility and Qualification of the Trustee on Form T-l filed as an exhibit thereto, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act, the 1934 Act, the 1939 Act and the regulations under each of those Acts; and such counsel has no reason to believe that (other than the financial statements, schedules and other financial and statistical data included therein, as to which no opinion need be rendered) the Registration Statement and the Prospectus, at the time the Registration Statement became effective, or if an amendment to the Registration Statement or to any document incorporated by reference therein has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, then at the time of the most recent such filing, and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented at Closing Time or the Settlement Date, as the case may be, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (xv) No consent, approval, authorization, or order of any court or governmental authority or agency is required in connection with the sale of the Securities, except such as may be required under the 1933 Act or the rules and regulations thereunder, all of which have been obtained, or such as may be required under state securities laws. In rendering such opinion, such counsel may rely as to matters of New York law upon the opinion of counsel to the Agents being delivered pursuant to subparagraph (3). (2) The opinion or opinions, dated as of such time, of the General Counsel of the Company, in form and substance satisfactory to you, to the effect that: - 13 - [ (i) The Company is duly qualified to do business as a foreign corporation and is in good standing in each U.S. jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualification, except where the failure so to qualify would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.] (ii) There are no pending or, to the best of such counsel's knowledge, overtly threatened lawsuits or claims against the Company or any subsidiary of the Company which are required to be disclosed in the documents incorporated by reference in the Registration Statement that are not disclosed as required. (3) The opinion or opinions of your counsel, relating to the validity of the Securities, the Indentures, this Agreement, such other matters as the Agent or Agents receiving such opinion may request and the Registration Statement and the Prospectus. In rendering such opinion, such counsel may rely as to matters of Minnesota law upon the opinions of Dorsey & Whitney LLP and the General Counsel of the Company being delivered pursuant to subparagraphs (1) and (2) respectively. (b) At Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received a certificate of the Chairman, Vice Chairman, President or a Vice President of the Company, dated as of Closing Time and, if called for by such Terms Agreement, dated as of the Settlement Date for such transaction, in each case to the effect (i) that there has been no downgrading, nor any notice given of any potential or intended downgrading, or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any nationally recognized statistical rating organization, (ii) that the representations and warranties of the Company contained in Section 1 are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, and (iv) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (c) At Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, you shall have received from Ernst & Young LLP (or another nationally recognized firm of independent public accountants), a letter, dated as of the Closing Time or such Settlement Date, in form and substance satisfactory to you, to the effect that: (i) They are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the Regulations. (ii) In their opinion the consolidated financial statements and schedules audited by them and included in the Prospectus comply as to form in all material respects - 14 - with the applicable accounting requirements of the 1933 Act, the 1934 Act and the Regulations. (iii) They have made a review of any unaudited consolidated financial statements included in the Prospectus in accordance with standards established by the American Institute of Certified Public Accountants. (iv) On the basis of the review referred to in (iii) and a reading of the latest available interim financial information of the Company and its consolidated subsidiaries, inspection of the minute books of the Company and such subsidiaries since the date of the balance sheet included in the Company's most recent audited financial statements, inquiries of officials of the Company responsible for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that the unaudited financial statements included in the Prospectus do not comply as to form in all material respects with applicable accounting requirements of the 1933 Act, the 1934 Act and the Regulations or that the unaudited financial statements included in the Prospectus are not presented in conformity with generally accepted accounting principles applied on a basis consistent in all material respects with that of the audited financial statements included in the Prospectus. (v) They have performed specified procedures, not constituting an audit, including a reading of the latest available interim financial statements of the Company and its consolidated subsidiaries, a reading of the minute books of the Company and such subsidiaries since the date of the balance sheet included in the Company's most recent audited financial statements, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, and on the basis of such inquiries and procedures nothing came to their attention that caused them to believe that: (A) at the date of the latest available consolidated balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the date of delivery of such letter, there was any change in the capital stock of the Company and its consolidated subsidiaries, any increase in long-term debt of the Company and its consolidated subsidiaries or any decreases in consolidated common shareholders' equity of the Company and its consolidated subsidiaries, in each case as compared with amounts shown in the most recent consolidated balance sheet included in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; or (B) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net income, except for decreases which the Prospectus discloses have occurred or may occur or which are described in such letter. - 15 - (vi) They have compared certain agreed dollar amounts (or percentages derived from such dollar amounts) and other financial information included in the Prospectus (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other proce dures specified in such letter, and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection. (d) At Closing Time and at each Settlement Date with respect to any Terms Agreement to which you are a party, if called for by such Terms Agreement, the counsel for the Agents shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Agents and their counsel. Your obligation to solicit offers to purchase the Securities in your capacity as Agent for the Company, your obligation to purchase Securities as principal pursuant to any Terms Agreement or otherwise and the obligations of purchasers to purchase Securities pursuant to purchase offers solicited by you and accepted by the Company will be subject to the following further conditions: (i) there shall not have been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or in the earnings, affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, other than as set forth in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, and (ii) there shall not have occurred any outbreak or escalation of hostilities or any material change in financial markets or other calamity or crisis the effect of which is such as to make it, in your judgment, impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities, and (iii) trading in securities of the Company shall not have been suspended by the Commission or a national securities exchange, nor shall trading generally on either the American Stock Exchange or the New York Stock Exchange have been suspended, or minimum or maximum prices for trading of securities generally have been fixed, or maximum ranges for prices for securities (other than trading limits currently in effect and other similar trading limits) have been required, or trading otherwise materially limited, by either of said exchanges or by order of the Commission or any other governmental authority, nor shall a banking moratorium have been declared by either Federal or New York authorities nor shall a banking moratorium - 16 - have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable and (iv) the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of the applicable Terms Agreement or the date that the applicable purchase offer was presented to the Company, as the case may be, shall not have been downgraded from that date to the applicable Settlement Date nor shall any notice have been given by any such nationally recognized statistical rating organization of any intended or potential downgrading or any review for possible change that does not indicate the direction of the possible change in such rating, and (v) the Prospectus, at the time it was required to be delivered to a purchaser of the Securities, shall not have contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. If any condition specified in this Section shall not have been fulfilled, any Terms Agreement to which you are a party and any agreement to purchase Securities from the Company pursuant to a purchase offer solicited by you as Agent may be terminated insofar as it applies to you or to a prospective purchaser, in the case of a solicited purchase offer, by notice to the Company at any time at or prior to the Closing Time or applicable Settlement Date, and such termination shall be without liability of any party to any other party, except that the covenants set forth in Section 3(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof shall remain in effect. SECTION 6. Additional Covenants of the Company. The Company covenants and agrees that: (a) Each acceptance by it of an offer for the purchase of Securities, and each sale of Securities to you pursuant to a Terms Agreement to which you are a party, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to you pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or you, as the case may be, of the relevant Securities as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time); (b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of Securities remaining to be sold or similar changes) or there is filed with the Commission any document incorporated by reference into the Prospectus, or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, if so requested by you or if so required by such Terms Agreement, furnish or cause to be furnished to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) forthwith a certificate in form satisfactory to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) to the effect that the statements - 17 - contained in the certificates referred to in Section 5(b) hereof which were last furnished to you are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates; (c) Each time that the Registration Statement or the Prospectus shall be amended or supplemented or there is filed with the Commission any document incorporated by reference into the Prospectus (other than by an amendment or supplement relating solely to the terms of the Securities or a change in the principal amount of Securities remaining to be sold or similar changes), or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, if so requested by you or if so required by such Terms Agreement, furnish or cause to be furnished forthwith to you (or, if such certificate is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) and the counsel for the Agents written opinions of Dorsey & Whitney LLP, counsel to the Company, or other counsel satisfactory to the Agents receiving such opinion, and the General Counsel of the Company, each dated the date of delivery of such opinion, in form satisfactory to the Agents receiving such opinion, of the same tenor as the opinions referred to in Sections 5(a)(1) and 5(a)(2), respectively, hereof but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions or, in lieu of such opinions, counsel last furnishing each such opinion to the Agents shall furnish to the Agent or Agents entitled to receive such opinion a letter to the effect that such Agent or Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance); and (d) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information, or if the Company sells Securities to you pursuant to a Terms Agreement and such Terms Agreement so provides, the Company shall, if so requested by you or if so required by such Terms Agreement, cause Ernst & Young LLP (or another nationally recognized firm of independent public accountants) forthwith to furnish you (or, if such letter is being furnished pursuant to a Terms Agreement, to the Agent or Agents party thereto) a letter, dated the date of filing of such amendment, supplement or document with the Commission, or the date of such sale, as the case may be, in form satisfactory to the Agent or Agents entitled to receive such letter, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii), (iv), (v) and (vi) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information - 18 - as of and for a fiscal quarter, Ernst & Young LLP may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agent or Agents entitled to receive such letter, such letter should cover such other information. SECTION 7. Indemnification. (a) The Company agrees to indemnify and hold harmless you and each person, if any, who controls you within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such untrue statement or omission was made in reliance upon and in conformity with written information relating to you furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement); (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information relating to you furnished by you as aforesaid) if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever (including the fees and disbursements of counsel chosen by you), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (except as made in reliance upon and in conformity with information relating to you furnished by you as aforesaid), to the extent that any such expense is not paid under (i) or (ii) above. (b) You agree to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls - 19 - the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement) in reliance upon and in conformity with written information relating to you furnished to the Company by you expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto or any related preliminary prospectus or preliminary prospectus supplement). (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances; provided, however, that when more than one of the Agents is an indemnified party each such Agent shall be entitled to separate counsel (in addition to any local counsel) in each such jurisdiction to the extent such Agent may have interests conflicting with those of the other Agent or Agents because of the participation of one Agent in a transaction hereunder in which the other Agent or Agents did not participate. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. SECTION 8. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 7 is for any reason held to be unavailable to you in accordance with its terms, the Company and you shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and you with respect to Securities sold to or through you in such proportions as is appropriate to reflect the relative benefits received by the Company on the one hand and you on the other. The relative benefits received by the Company on the one hand and you on the other shall be deemed to be in such proportion represented by the percentage that the total commissions and underwriting discounts received by you to the date of such liability bears to the total sales price (before deducting expenses) received by the Company from the sale of Securities made to or through you to the date of such liability, and the Company is responsible for the balance. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if you failed to give the notice required under Section 7(c), then the Company and you shall contribute to such aggregate losses, liabilities, claims, damages and expenses in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and you in connection with the statements or omissions which resulted in such liabilities, claims, damages and expenses, as well - 20 - as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and you agree that it would not be just and equitable if contributions pursuant to this Section 8 were determined pro rata (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8. Notwithstanding the provisions of this Section 8, you shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities referred to in the second sentence of this Section that were offered and sold to the public through you exceeds the amount of any damages that you have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled under this Section 8 to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls you within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as you, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. SECTION 9. Status of the Agents. In acting under this Agreement and in connection with the sale of any Securities by the Company (other than Securities sold to you as principal), you are acting solely as agent of the Company and do not assume any obligation towards or relationship of agency or trust with any purchaser of Securities. You will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company has been solicited by you and accepted by the Company but you shall not have any liability to the Company in the event any such purchase is not consummated for any reason. If the Company shall default in its obligations to deliver Securities to a purchaser whose offer it has accepted, the Company shall hold you harmless against any loss, claim, damage or liability arising from or as a result of such default and shall, in particular, pay to you the commission you would have received had such sale been consummated. SECTION 10. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and indemnification and contribution agreements contained in this Agreement or any Terms Agreement or other agreement to purchase Securities as principal to which you are a party, or contained in certificates of officers of the Company submitted pursuant hereto or thereto, shall remain operative and in full force and effect, regardless of any termination of this Agreement or any such Terms Agreement or any such other agreement, or any investigation made by or on behalf of the Agents or any controlling person referred to in Section 7, or by or on behalf of the Company or any controlling person referred to in Section 7, and shall survive each delivery of and payment for any of the Securities. SECTION 11. Termination. This Agreement may be terminated with respect to the participation of any party hereto for any reason at any time by such party upon the giving of - 21 - written notice of such termination to the other parties hereto. Any Terms Agreement or other agreement to purchase securities as principal to which you are a party shall be subject to termination in your absolute discretion on the terms set forth or incorporated by reference therein, but the termination of this Agreement shall not require termination of any such Terms Agreement or such other agreement. In the event of any such termination of this Agreement by any other party hereto, no other party will have any liability to such party and such party will not have any liability to any other party hereto, except that (i) you shall be entitled to any commissions earned in accordance with the third paragraph of Section 2(a) hereof, (ii) if at the time of termination (A) you shall own any of the Securities with the intention of reselling them or (B) an offer to purchase any of the Securities has been accepted by the Company but the time of delivery to the purchaser or his agent of the Securities or Securities relating thereto has not occurred, the covenants set forth in Sections 3, 5 and 6 hereof shall remain in effect until such Securities are so resold or delivered, as the case may be, and (iii) the covenant set forth in Section 3(d) hereof, the provisions of Section 4 hereof, the indemnity and contribution agreements set forth in Sections 7 and 8 hereof, and the provisions of Sections 9, 10, 13 and 14 hereof shall remain in effect. SECTION 12. Notices. All notices and other communications hereunder shall be in writing and effective upon receipt and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to____________________ shall be directed to them at _________________ Attention: ___________ (telefax number: ________). Notices to the Company shall be directed to it at U.S. Bancorp, RiverBank Business Center, MNRB0163, 2751 Shephard Road, St. Paul, Minnesota 55116, attention of the Treasurer. SECTION 13. Parties. This Agreement and any Terms Agreement to which you are a party shall inure to the benefit of and be binding upon you (or, in the case of a Terms Agreement, the Agent or Agents which are a party thereto) and the Company and their respective successors and, to the extent provided in Section 5 hereof, shall inure to the benefit of any person who has agreed to purchase Securities from the Company pursuant to a purchase offer solicited by you. Nothing expressed or mentioned in this Agreement or any Terms Agreement to which you are a party is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and, to the extent provided in Section 5 hereof, any person who has agreed to purchase Securities from the Company pursuant to a purchase offer solicited by you, and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision herein or therein contained. This Agreement and any such Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and, to the extent provided in Section 5 hereof, any person who has agreed to purchase Securities from the Company pursuant to a purchase offer solicited by you, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities shall be deemed to be a successor by reason merely of such purchase. - 22 - SECTION 14. Governing Law. This Agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of New York. - 23 - If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and the Company in accordance with its terms. Very truly yours, U.S. BANCORP By______________________________ Name: Title: - 24 - CONFIRMED AND ACCEPTED in New York, New York as of the date first above written: [AGENT] By_______________________________ Name: Title: - 25 - SCHEDULE A Term Commission Rates ---- ---------------- Nine months to but less than one year .125% One year to but less than eighteen months .150% Eighteen months to but less than two years .200% Two years to but less than three years .250% Three years to but less than four years .350% Four years to but less than five years .450% Five years to but less than six years .500% Six years to but less than seven years .550% Seven years to but less than eight years .600% Eight years to but less than nine years .600% Nine years to but less than ten years .600% Ten years to but less than fifteen years .625% Fifteen years to but less than twenty years .700% Twenty years to but less than thirty years .750% Thirty years or more to be negotiated EXHIBIT A (Three copies of this Delayed Delivery Contract should be signed and returned to the address shown below so as to arrive not later than ___:00 A.M., New York time, on __________, ____.) DELAYED DELIVERY CONTRACT [Insert date of offering of Securities to be sold] U.S. BANCORP c/o [Insert name and address of Agents] Attention: Gentlemen: The undersigned hereby agrees to purchase from U.S. Bancorp, a Delaware corporation (the "Company), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on ______________________ (the "Delivery Date"), $________ principal amount of the Company's ______________________ (hereinafter called "Securities"), offered by the Company's Prospectus, dated ___________, ______, as supplemented by a Prospectus Supplement, dated _______, and a Pricing Supplement, dated ___________, ______, relating thereto, receipt of a copy of which is hereby acknowledged, at _____% of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). Payment for the Securities which the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company or its order in immediately available funds in [St. Paul, Minnesota, at 10:00 A.M., Minnesota time, at the offices of the Company, RiverBank Business Center, MNRB01892751, Shephard Road, St. Paul, MN 55116], on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the condition that investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject. The undersigned represents that its investment in such Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. A-1 This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This Contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Contract shall be governed by and construed in accordance with the laws of the State of New York. A-2 It is understood that the acceptance of any such Contract (including this Contract) is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, ________________________________ (Name of Buyer) By___________________________ _____________________________ (Name and Title of Signatory) _____________________________ _____________________________ (Address of Buyer) Accepted as of the date first above written U.S. BANCORP By______________________________ ________________________________ (Title) A-3 EXHIBIT B U.S. Bancorp (A Delaware corporation) [Medium-Term Notes, Series L (Senior)] [Medium-Term Notes, Series M (Subordinated)] TERMS AGREEMENT _______________, 1999 __________________________________________________________ Attention: _______________________________________________ Re: Distribution Agreement dated _________, 1999 The undersigned agrees to purchase the following principal amount of Securities: $_____________ Initial Public Offering Price: [Initial]* Interest Rate: [Index Maturity:]* [Interest Rate Basis:]* [Maximum Interest Rate:]* [Minimum Interest Rate:]* [Interest Determination Dates:]* [Interest Reset Dates:]* [Interest Payment Dates:]* [Maturity Date:] [Spread:]* [Spread Multiplier:]* [Alternate Rate Event Spread:]* [Alternate Rate Event Spread Multiplier:]* A-4 [Interest Period:]* [Regular Record Date (if other than the fifteenth calendar day preceding each Interest Payment Date):]* Purchase Price: % Settlement Date and Time: Redemption Provisions, if any: [Currency of denomination:]** [Denominations:]** [Currency of payment:]** [Original Issue Discount Note:] [Other provisions:] The provisions of Sections 1, 2(c) and 2(d), 3, 4, 7, 8 and 10 through 14 of the Distribution Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. Exceptions, if any, to Section 3(j) of the Distribution Agreement: [Documents to be delivered: The following documents referred to in the Distribution Agreement shall be delivered: [(1) The certificate referred to in Sections 5(b) and 6(b);] [(2) The opinions referred to in Sections 5(a)(1), 5(a)(2), [5(a)(3)] and 6(c);] [(3) The accountants' letter referred to in Sections 5(c) and 6(d).]] - - - - - - - - - - - - - - - - - -------------- * Applicable to Floating Rate Notes only. ** Applicable to Foreign Currency Notes Only. [AGENT] By_____________________________ Its____________________________ Accepted: U.S. BANCORP By_______________________________ [Title] EX-4.1 3 OFFICERS' CERT. & COMPANY ORDER - SENIOR EXHIBIT 4.1 U.S. BANCORP Medium-Term Notes, Series L (Senior) Officers' Certificate and Company Order Pursuant to the Indenture dated as of October 1, 1991 (the "Indenture"), between U.S. Bancorp (the "Company") and Citibank, N.A., as Trustee (the "Trustee"), resolutions adopted by the Company's Board of Directors on November 17, 1999 and an authorization dated November 17, 1999, this Officers' Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the forms of the Securities of such series in accordance with Section 201 of the Indenture, and to establish the procedures for the authentication and delivery of specific Securities from time to time pursuant to Section 303 of the Indenture. This Officers' Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms of such series of Securities and (iii) the procedures for the authentication and delivery of such series of Securities have been complied with. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture. A. Establishment of Series pursuant to Section 301 of Indenture. There is hereby established pursuant to Section 301 of the Indenture a series of Securities which shall have the following terms: (1) The Securities of such series shall bear the title "Medium-Term Notes, Series L (Senior)" (referred to herein as the "Notes"). (2) There shall be no limitation on the aggregate principal amount of the Notes of such series, however, unless otherwise specified in an Authentication Certificate (as defined in Section C below), the aggregate principal amount of the Notes of such series to be issued pursuant to this Officers' Certificate is limited to $1,800,000,000 or the equivalent thereof in foreign currencies or foreign currency units (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder) as such amount may be reduced by the issuance of other series of the Securities. If so specified in an Authentication Certificate, such $1,800,000,000 limit shall be increased to up to $2,300,000,000. (3) Interest will be payable to the person in whose name a Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date (as defined below) next preceding each Interest Payment Date (as defined below); provided, however, that interest payable at maturity or upon redemption will be payable to the person to whom principal shall be payable. (4) Each Note within such series shall mature on a Business Day (as defined below), 9 months or more from its date of issue as specified in such Note and in the applicable Authentication Certificate; provided, however, that no Commercial Paper Rate Note (as defined below) shall mature less than 9 months and 1 day from its date of issue. Unless otherwise authorized by or pursuant to a resolution of a Board of Directors of the Company, no Series M Note will mature less than 1 year and 1 day from its date of issue. If the Maturity Date specified in the applicable Authentication Certificate for any Note is a day that is not a Business Day, principal will be paid on the next day that is a Business Day with the same force and effect as if made on such specified Maturity Date, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Maturity Date shall be the immediately preceding Business Day. "Business Day" means (a) unless otherwise specified in the applicable Authentication Certificate with respect to any Note, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close. For LIBOR Notes a "Business Day" with respect to any payment, is any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a London Business Day, and with respect to a LIBOR Interest Determination Date, is a London Business Day. "London Business Day" means any day on which dealings in United States dollars are transacted in the London interbank market. (5) Each Note within such series that bears interest will bear interest at either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating rate determined by reference to one or more base rates, which may be adjusted by a Spread and/or Spread Multiplier (each as defined below) (the "Floating Rate Notes"). Notes within such series may also be issued as "Zero Coupon Notes" which do not provide for any periodic payments of interest. Notes may be issued as Original Issue Discount Notes at a discount from the principal amount thereof due at the stated maturity as specified in the applicable Authentication Certificate. Any Floating Rate Note may also have either or both of the following as set forth in the applicable Authentication Certificate: (i) a maximum interest rate limitation, or ceiling, on the rate of interest which may accrue during any Interest Period (as defined below); and (ii) a minimum interest rate limitation, or floor, on the rate of interest which may accrue during any Interest Period. The interest rate on a 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. The applicable Authentication Certificate may designate any of the following base rates ("Base Rates") as applicable to each Floating Rate Note: (a) the Commercial Paper Rate, in which case such Note will be a "Commercial Paper Rate Note"; (b) the Federal Funds Rate, in which case such Note will be a "Federal Funds Rate Note"; (c) LIBOR, in which case such Note will be a "LIBOR Note"; (d) the Prime Rate, in which case such Note will be a "Prime Rate Note"; (e) the CD Rate, in which case - 2 - such Note will be a "CD Rate Note"; (f) the Treasury Rate, in which case such Note will be a "Treasury Rate Note"; (g) the CMT Rate, in which case such Note will be a " CMT Rate Note"; or (h) one or more other Base Rates. The interest rate on each Floating Rate Note for each Interest Period will be determined by reference to (i) the applicable Base Rates specified in the applicable Authentication Certificate for such Interest Period, plus or minus the applicable Spread, if any, or multiplied by the applicable Spread Multiplier, if any. The "Spread" is the number of basis points, or one-hundredth of a percentage point, specified in the applicable Authentication Certificate to be added or subtracted from the Base Rate for a Floating Rate Note. For example, if a Note bears interest at LIBOR plus .01% and the Calculation Agent (as defined below) determines that LIBOR is 5.00% per annum, the Note will bear interest at 5.01% per annum until the next Interest Reset Date (as defined below). The "Spread Multiplier" is the percentage specified in the applicable Authentication Certificate to be applied to the Base Rate for a Floating Rate Note. For example, if a Note bears interest at 90% of LIBOR, and the Calculation Agent determines that LIBOR is 5.00% per annum, the Note will bear interest at 4.50% per annum until the next Interest Reset Date. Each Note that bears interest will bear interest from and including its date of issue or from and including the most recent Interest Payment Date to which interest on such Note (or one or more predecessor Notes) has been paid or duly provided for (i) at the fixed rate per annum applicable to the related Interest Period, or (ii) at a rate per annum determined pursuant to the Base Rates applicable to the related Interest Period or Interest Periods, in each case as specified therein and in the applicable Authentication Certificate, until the principal thereof is paid or made available for payment. Interest will be payable on each Interest Payment Date and at maturity or upon redemption. The first payment of interest on any Note originally issued after a Regular Record Date and on or before an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered holder on such next succeeding Regular Record Date. Interest rates and Base Rates are subject to change by the Company from time to time but no such change will affect any Note theretofore issued or which the Company has agreed to issue. Unless otherwise specified in the applicable Authentication Certificate, the "Interest Payment Dates" and the "Regular Record Dates" for Fixed Rate Notes shall be as described below under "Fixed Rate Notes" and the "Interest Payment Dates" and the "Regular Record Dates" for Floating Rate Notes shall be as described below under "Floating Rate Notes". The applicable Authentication Certificate will specify: (i) the issue price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any Fixed Rate Note, the interest rate; (iii) with respect to any Floating Rate Note, the Initial Interest Rate (as defined below), the method (which may vary from Interest Period to Interest Period) of calculating the interest rate applicable to each Interest Period (including, if applicable, the fixed rate per annum applicable to one or more Interest Periods, the period to maturity of any instrument on which the Base Rate for any Interest Period is predicated (the "Index Maturity"), the Spread and/or Spread Multiplier, the Interest Determination Dates (as defined below), the Interest Reset Dates and any minimum or maximum interest rate limitations); (iv) whether such Note is an Original Issue Discount Note; and (v) any other terms related to interest on the Notes. - 3 - Fixed Rate Notes - - - - - - - - - - - - - - - - - ---------------- Each Fixed Rate Note, whether or not issued as an Original Issue Discount Note, will bear interest at the annual rate specified therein and in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, the Interest Payment Dates for the Fixed Rate Notes will be on February 1 and August 1 of each year and at maturity or upon redemption and the Regular Record Dates for the Fixed Rate Notes will be on the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date. Unless otherwise specified in the applicable Authentication Certificate, interest payments for Fixed Rate Notes shall be the amount of interest accrued to, but excluding, the relevant Interest Payment Date. Interest on Fixed Rate Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or any applicable Redemption Date on a Fixed Rate Note is not a Business Day, such Interest Payment Date or Redemption Date shall be postponed to the next day that is a Business Day, and no interest will accrue during the period from and after the scheduled Interest Payment Date or Redemption Date, as the case may be. Floating Rate Notes - - - - - - - - - - - - - - - - - ------------------- Unless otherwise specified in the applicable Authentication Certificate and except as provided below, interest on Floating Rate Notes will be payable on the following Interest Payment Dates: in the case of Floating Rate Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month of each year; in the case of Floating Rate Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months of each year specified in the applicable Authentication Certificate; and in the case of Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday of the month of each year specified in the applicable Authentication Certificate. Interest will also be paid at maturity or upon redemption. Unless otherwise specified in the applicable Authentication Certificate, the Regular Record Dates for the Floating Rate Notes will be on the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date. In the event that any Interest Payment Date or any applicable Redemption Date for any Floating Rate Note is not a Business Day, such Interest Payment Date or Redemption Date shall be postponed to the next day that is a Business Day, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or Redemption Date shall be the immediately preceding Business Day. The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually (the date on which each such reset occurs, an "Interest Reset Date"), as specified in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, the Interest Reset Date will be as follows: in the case of Floating Rate Notes which are reset daily, each Business Day; in the case of Floating Rate 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 - 4 - below); in the case of Floating Rate Notes which are reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes which are reset quarterly, the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes which are reset semi-annually, the third Wednesday of the two months of each year specified in the applicable Authentication Certificate; and in the case of Floating Rate Notes which are reset annually, the third Wednesday of the month of each year specified in the applicable Authentication Certificate. The interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note (the "Initial Interest Rate") will be as specified in the applicable Authentication Certificate. If any Interest Reset Date for any Floating Rate 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, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Unless otherwise specified in the applicable Authentication Certificate, the interest rate determined with respect to any Interest Determination Date will become effective on and as of the next succeeding Interest Reset Date. As used herein, "Interest Determination Date" means the date as of which the interest rate for a Floating Rate Note is to be calculated, to be effective as of the following Interest Reset Date and calculated on the related Calculation Date (as defined below). Unless otherwise specified in the applicable Authentication Certificate, the Interest Determination Date pertaining to any Interest Reset Date for a Commercial Paper Rate Note, a Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note, a CD Rate Note or a CMT Rate Note (the "Commercial Paper Interest Determination Date", the "Federal Funds Interest Determination Date", the "LIBOR Interest Determination Date", the "Prime Interest Determination Date", the "CD Interest Determination Date", and the "CMT Interest Determination Date" will be the second Business Day prior to such Interest Reset Date. Unless otherwise specified in the applicable Authentication Certificate, the Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will be the day of the week on which Treasury Bills (as defined below) would normally be auctioned in the week in which such Interest Reset Date falls. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The Interest Determination Date pertaining to a Floating Rate Note the interest rate of which is determined by reference to two or more Base Rates will be the latest Business Day which is at least two Business Days prior to such Interest Reset Date for such Floating Rate Note on which each Base Rate is determinable. Unless otherwise specified in the applicable Authentication Certificate, interest payments on an Interest Payment Date for a Floating Rate Note will include interest accrued from, and including, the most recent Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the date of issue if no interest has been paid or duly provided for with respect to such Floating Rate Note) to, but excluding, the next Interest Payment - 5 - Date (each such interest accrual period, an "Interest Period"), or if earlier the date on which the principal is paid or duly made available for payment. Accrued interest from the date of issue or from the last date to which interest has been paid or duly provided for to the date for which interest is being calculated shall be calculated by multiplying the face amount of a Floating Rate Note by the applicable accrued interest factor (the "Accrued Interest Factor"). The Accrued Interest Factor shall be computed by adding together the interest factors calculated for each day from the date of issue, 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. Unless otherwise specified in the applicable Authentication Certificate, the interest factor for each such day shall be computed by dividing the per annum interest rate applicable to such day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR 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 such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date relating to the next preceding Interest Reset Date, subject in either case to any maximum or minimum interest rate referred to above or in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, U.S. Bank Trust National Association will be the "Calculation Agent". On or before each Calculation Date, the Calculation Agent will determine the interest rate as described below and notify the Paying Agent. The Paying Agent will determine the Accrued Interest Factor applicable to any such Floating Rate Note. The Paying Agent will, upon the request of the holder of any Floating Rate 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 such Floating Rate Note. The determinations of interest rates made by the Calculation Agent shall 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 in the applicable Authentication Certificate, the "Calculation Date", if applicable, pertaining to any Interest Determination Date on a Floating Rate Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the following Business Day, and (ii) the Business Day before the applicable Interest Payment Date, Redemption Date or Maturity Date. Unless otherwise specified in the applicable Authentication Certificate, all percentages resulting from any calculation on Floating Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth of one percentage point, with five one-millionths of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being 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 being rounded to .09876546 and .098765454 being rounded to .09876545); and all dollar amounts used in or resulting from such calculations on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward). - 6 - Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at the interest rates (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and in the applicable Authentication Certificate. Commercial Paper Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Commercial Paper Rate" means, for any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on that date for commercial paper having the Index Maturity specified in the applicable Authentication Certificate as published in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15 (519)") under the heading "Commercial Paper - - - - - - - - - - - - - - - - - -- Nonfinancial." The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above: (1) If the rate is not published by 3:00 p.m., New York City time, on the Calculation Date relating to the Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified in the applicable Authentication Certificate 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.bog.frb.fed.us/releases/h15/update, or any successor site or publication ("H.15 Daily Update") under the heading "Commercial Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the Calculation Date the rate is not published in either H.15(519) or the H.15 Daily Update, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in the City of New York selected by the Calculation Agent, after consultation with the Company, for commercial paper having the Index Maturity specified in the applicable Authentication Certificate placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized securities rating agency; provided, however, that if the dealers selected by the Calculation Agent are not quoting as described above in this sentence, the Commercial Paper Rate in effect immediately before the Commercial Paper Interest Determination Date will not change and will remain the Commercial Paper Rate in effect on the Commercial Paper Interest Determination Date. "Money Market Yield" shall be a yield calculated in accordance with the following formula: Money Market Yield = D x 360 ------------- x 100 360 - (D x M) where "D" refers to the applicable per annum rate for the commercial paper, quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the interest period for which the interest is being calculated. - 7 - Federal Funds Rate. Federal Funds Rate Notes will bear interest at the interest rates (calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any) specified in the Federal Funds Rate Notes and in the applicable Authentication Certificate. Federal Funds Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Federal Funds Rate" means, for any Federal Funds Interest Determination Date, the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any successor service, on page 120, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 120."The following procedures will be followed if the Federal Funds Rate cannot be determined as described above: (1) If the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate published in H.15 Daily Update under the heading "Federal Funds (Effective);" (2) If neither of the above rates are published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar Federal Funds arranged by three leading dealers of Federal Funds transactions in the City of New York selected by the Calculation Agent, after consultation with the Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest Determination Date; provided, however, that if the dealers selected by the Calculation Agent are not quoting as specified above in this sentence, the Federal Funds Rate in effect immediately before the Federal Funds Interest Determination Date will not change and will remain the Federal Funds Rate in effect on the Federal Funds Interest Determination Date. LIBOR. LIBOR Notes will bear interest at the interest rates (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in the LIBOR Notes and in the applicable Authentication Certificate. LIBOR Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, LIBOR will be determined by the Calculation Agent in accordance with the following provisions: (1) For any LIBOR Interest Determination Date, LIBOR will be the rates for deposits in U.S. dollars having the Index Maturity specified in the applicable Authentication Certificate on the second London Business Day before the LIBOR Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other successor service, as of 11:00 a.m London time, on page 3750, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will request that the principal London offices of each of four major banks in the London interbank market, selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 a.m., London time, on the LIBOR Interest Determination Date, provide the Calculation Agent with their offered quotation for deposits in U.S. dollars having the Index Maturity designated in the applicable Authentication Certificate on the second Business Day before the LIBOR Interest Reset Date, and in a principal amount, not less than U.S. $1,000,000, that in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time. If at least two quotations are - 8 - provided, LIBOR for the LIBOR Interest Determination Date will be the arithmetic mean of those quotations; (3) If fewer than two quotations are provided, LIBOR will be determined for the applicable LIBOR Interest Determination Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, by three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company, for loans in U.S. dollars to leading European banks, having the Index Maturity specified in the applicable Authentication Certificate, on the second London Business Day before the LIBOR Interest Reset Date and in a principal amount of not less than U.S. $1,000,000 that, in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as specified above in this sentence, LIBOR in effect immediately before the LIBOR Interest Determination Date will not change and will remain the LIBOR in effect on such LIBOR Interest Determination Date. Prime Rate. Prime Rate Notes will bear interest at the interest rates (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified in the Prime Rate Notes and in the applicable Authentication Certificate. Prime Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Prime Rate" means, for any Prime Interest Determination Date, the rate on that date as published in H.15(519) under the Heading "Bank Prime Loan." The following procedures will be followed if the Prime Rate cannot be determined as described in the previous sentence: (1) If the rate is not published prior to 9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will be the rate on that Prime Interest Determination Date as published in the H.15 Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that Prime Interest Determination Date by at least three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company. If the banks selected are not quoting as mentioned in the previous sentences, the Prime Rate will remain the Prime Rate for the immediately preceding Interest Reset Period, or if there was no Interest Reset Period, the rate of interest payable will be the Initial Interest Rate. CD Rate. CD Rate Notes will bear interest at the interest rates (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any) specified in the CD Rate Notes and in the applicable Authentication Certificate. CD Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "CD Rate" means, for any CD Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity specified in the applicable Authentication Certificate as this rate is published in H.15(519) under the heading "CD's (secondary market)." The following procedures will be followed if the CD Rate cannot be determined as described above: (1) If by 3:00 p.m., New York City time, on the Calculation Date related to the CD Interest Determination Date, this rate is not published in H.15(519), then the CD Rate shall be - 9 - the rate on the CD Interest Determination Date for negotiable certificates of deposit of the Index Maturity designated in the applicable Authentication Certificate and published in the H.15 Daily Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York City time, on the Calculation Date, the rate is not published in either H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD Rate to be the arithmetic mean of the secondary market offered rates as of 3:00 p.m., New York City time, on the CD Interest Determination Date, of three leading non bank dealers in negotiable U.S. dollar certificates of deposit in the City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major U.S. money market banks which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, and with a remaining maturity closest to the Index Maturity specified in the applicable Authentication Certificate in denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described above in this sentence, the CD Rate in effect immediately before that CD Interest Determination Date will not change and will remain the CD Rate in effect on that CD Interest Determination Date. Treasury Rate. Treasury Rate Notes will bear interest at the interest rates (calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any) specified in the Treasury Rate Notes and in the applicable Authentication Certificate. Treasury Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Treasury Rate" means, for any Treasury Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified in the applicable Authentication Certificate as this rate is displayed on Bridge Telerate, Inc., or any successor service under the caption "Investment Rate" on page 56 or 57, or other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 56" or "Telerate Page 57," as the case may be, or if not published on Bridge Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the rate published in H.15 Daily Update under the heading "U.S. Government Securities/Treasury Bills/Auction High." The following procedures will be followed if the Treasury Rate cannot be determined as described above: (1) If not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the Treasury Rate will be the bond equivalent yield of the auction rate of the applicable Treasury Bills on the Treasury Interest Determination Date as announced by the U.S. Department of the Treasury; (2) If by 3:00 p.m., New York City time on the Calculation Date, the results of the auction of Treasury Bills having the Index Maturity designated in the applicable Authentication Certificate are not otherwise as provided in the applicable Authentication Certificate or if no auction is held in a particular week, then the Calculation Agent will calculate the Treasury Rate to be a Yield to Maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of 3:30 p.m. New York City time, on the Treasury Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable Authentication Certificate; provided, however, that if the dealers selected by the Calculation Agent are not quoting as described above in this sentence, the Treasury Rate in effect - 10 - immediately before the Treasury Interest Determination Date will not change and will remain the Treasury Rate in effect on such Treasury Interest Determination Date. CMT Rate. CMT Rate Notes will bear interest at the interest rates (calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any) specified in the CMT Rate Note and in the applicable Authentication Certificate. CMT Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "CMT Rate" means, for any CMT Interest Determination Date, the rate reported on Bridge Telerate, Inc., or any successor service, under the heading "Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 7051." The following procedures will be followed if the CMT Rate cannot be determine as described above: If the CMT Rate is not available by 3:00 p.m., New York City Time, on the Calculation Date pertaining to such CMT Interest Determination Date, the Calculation Agent will calculate the CMT Rate for the CMT Interest Determination Date which will be the bond equivalent yield to maturity of the arithmetic mean of the secondary market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT Interest Determination Date, reported, according to their written records, by three leading primary United States government securities dealers in the City of New York (the "Reference Dealers") selected by the Calculation Agent, after consultation with the Company, for the most recently issued direct noncallable fixed rate Treasury Bills with an original maturity approximately equal to the applicable Index Maturity; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described above in this sentence, the CMT Rate in effect immediately before the CMT Interest Determination Date will not change and will remain the CMT Rate then in effect on such CMT Interest Determination Date. Zero Coupon Notes - - - - - - - - - - - - - - - - - ----------------- The specific terms of any Zero Coupon Notes will be set forth in the applicable Authentication Certificate. (6) Unless otherwise specified in the applicable Authentication Certificate, principal of (and premium, if any) and interest (if any) on the Notes will be payable, and, except as provided in Section 305 of the Indenture with respect to any Global Security (as defined below) representing Book-Entry Notes (as defined below), the transfer of the Notes will be registrable and Notes will be exchangeable for Notes bearing identical terms and provisions at the corporate trust office of U.S. Bank Trust National Association (the "Paying Agent"), in the City of New York, New York, provided that payments of interest with respect to any Certificated Note (as defined below), other than interest at maturity or upon redemption, may be made at the option of the Company by check mailed to the address of the person or entity entitled thereto 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. Unless otherwise specified in the applicable Authentication Certificate, holders of $10,000,000 or more in aggregate principal amount of Certificated Notes shall be entitled to receive payments of interest, other than interest - 11 - at maturity or upon redemption, by wire transfer of immediately available funds, if appropriate wire transfer instructions have been given to the Paying Agent in writing not later than the Regular Record Date prior to the applicable Interest Payment Date. (7) If so specified in the applicable Authentication Certificate, the Notes will be redeemable at the option of the Company on the date or dates prior to maturity specified in the applicable Authentication Certificate at the price or prices specified in the applicable Authentication Certificate (unless otherwise specified in such Authentication Certificate, in the case of Notes other than Zero Coupon Notes or certain interest bearing notes issued as Original Issue Discount Notes, expressed as a specified percentage of the principal amount of such Note, together with accrued interest, if any, to the date of redemption stated in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, in the case of Zero Coupon Notes or certain interest bearing Notes issued as Original Issue Discount Notes (as specified in the applicable Authentication Certificate), as a specified percentage of the Amortized Face Amount (as defined below) of such Note as described in Paragraph (13) below), together with accrued interest, if any, to the date of redemption (or, in the case of any interest bearing Note issued as an Original Issue Discount Note, any accrued but unpaid "qualified stated interest" payments (as specified in Paragraph (13) below)). Unless otherwise specified in the applicable Authentication Certificate, the Company may redeem any of the Notes which are redeemable and remain outstanding either in whole or from time to time in part upon the terms and conditions set forth in Article XI of the Indenture. (8) Unless otherwise specified in the applicable Authentication Certificate, the Company shall not be obligated to redeem or purchase any Notes of such series pursuant to any sinking fund or analogous provisions or at the option of any Holder. (9) Unless otherwise specified in the applicable Authentication Certificate, Notes of such series, other than Foreign Currency Notes (as defined below), may be issued only in fully registered form and the authorized denomination of the Notes of such series shall be $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. Foreign Currency Notes will be issued in the denominations specified in the applicable Authentication Certificate. (10) The Notes may be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or foreign currency units as may be specified in the applicable Authentication Certificate ("Foreign Currency Notes"). (11) Except as otherwise described in Paragraph (5) above and Paragraph (13) below, the amount of payments of principal of and any premium or interest on the Notes will not be determined with reference to an index. (12) Unless otherwise specified in the applicable Authentication Certificate, the Notes shall be subject to the events of default specified in Section 501, paragraphs (1) through (7), of the Indenture. - 12 - (13) The portion of the principal amount of the Notes, other than Original Issue Discount Notes, (including any Zero Coupon Notes) which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof. Unless otherwise specified in the applicable Authentication Certificate, the portion of the principal amount of Zero Coupon Notes and certain interest bearing Notes issued as Original Issue Discount Notes (as specified in the applicable Authentication Certificate) upon any acceleration of the maturity thereof will be the Amortized Face Amount and in the case of an interest bearing note issued as an Original Issue Discount Note, any accrued but unpaid qualified stated interest payments. Unless otherwise specified in the applicable Authentication Certificate, the amount payable to the holder of such Original Issue Discount Note upon any redemption thereof will be the applicable specified percentage of the Amortized Face Amount thereof specified in the applicable Authentication Certificate, and in the case of any interest bearing Note issued as an Original Issue Discount Note, 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 an Original Issue Discount Note is equal to the sum of (i) the Issue Price (as defined below) of such Original Issue Discount Note and (ii) that portion of the difference between the Issue Price and the principal amount of such Original Issue Discount Note that has been amortized at the Stated Yield (as defined below) of such Original Issue Discount 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 such Original Issue Discount Note) at the date as of which the Amortized Face Amount is calculated. In no event can the Amortized Face Amount exceed the principal amount of such Note due at the stated maturity thereof. As used in the preceding sentence, the term "Issue Price" means the principal amount of such Original Issue Discount Note due at the stated maturity thereof less the "Original Issue Discount" of such Original Issue Discount Note specified on the face thereof and in the applicable Authentication Certificate. The term "Stated Yield" of such Original Issue Discount Note means the "Yield to Maturity" specified on the face of such Original Issue Discount Note and in the applicable Authentication Certificate for the period from the Original Issue Date of such Original Issue Discount Note, as specified on the face of such Original Issue Discount Note and in the applicable Authentication Certificate, to the stated maturity thereof based on its Issue Price and stated redemption price at maturity thereof. (14) Each Note will be represented by either a global security (a "Global Security") registered in the name of a nominee of the Depository (each such Note represented by a Global Security being herein referred to as a "Book-Entry Note") or a certificate issued in definitive registered form, without coupons (a "Certificated Note"), as set forth in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, The Depository Trust Company will act as Depositary. Except as provided in Section 305 of the Indenture, Book-Entry Notes will not be issuable in certificated form and will not be exchangeable or transferable. So long as the Depositary or its nominee is the registered holder of any Global Security, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Book-Entry Note or Notes represented by such Global Security for all purposes under the Indenture and the Notes. - 13 - (15) Any Authentication Certificate Supplemental to this Officers' Certificate and Company Order shall be executed on behalf of the Company by a Vice President and an Assistant Vice President. Subject to the terms of the Indenture and the resolutions and authorization referred to in the first paragraph hereof, the Notes shall have such other terms (which may be in addition to or different from the terms set forth herein) as are specified in the applicable Authentication Certificate. B. Establishment of Note Forms pursuant to Section 201 of Indenture. It is hereby established pursuant to Section 201 of the Indenture that the Global Securities representing Book-Entry Notes shall be substantially in the forms attached as Exhibits A, B, C and D hereto, unless a different form is provided in the applicable Authentication Certificate (which Authentication Certificate shall be an "Officers' Certificate" satisfying the requirements of Section 201 of the Indenture). C. Establishment or Procedures for Authentication of Notes Pursuant to Section 303 of Indenture. It is hereby ordered pursuant to Section 303 of the Indenture that Notes may be authenticated by the Trustee and issued in accordance with the Administrative Procedures attached hereto as Exhibit E and upon receipt by the Trustee (including by facsimile) of an Authentication Certificate supplemental to this Officers' Certificate and Company Order, in substantially the form attached as Exhibit F hereto (an "Authentication Certificate"), setting forth the information specified or contemplated therein for the particular Notes to be authenticated and issued. At least one officer signing each Authentication Certificate shall be an Authorized Officer as defined in the resolutions referred to in the first paragraph hereof. D. Other Matters. The applicable Authentication Certificate shall specify any agent of the Company designated for the purpose of delivering, for cancellation by the Trustee pursuant to Section 309 of the Indenture, Notes which have not been issued and sold by the Company. Attached as Exhibit G hereto are true and correct copies of resolutions duly adopted by the Board of Directors of the Company on November 17, 1999, and of an authorization dated November 17, 1999, duly executed by the Chief Financial Officer of the Company, designating certain additional Authorized Officers pursuant to the resolutions adopted November 17, 1999, such resolutions and authorization have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions and authorization are the only resolutions and authorization adopted by the Company's Board of Directors or by any Authorized Officers relating to the offering and sale of the Notes. - 14 - The undersigned have read the pertinent sections of the Indenture including the related definitions contained therein. The undersigned have examined the resolutions adopted by the Board of Directors of the Company and the authorization duly executed by the Chief Financial Officer of the Company. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such conditions have been complied with. Dated: December 17, 1999 U.S. BANCORP By /s/ David P. Grandstrand * ------------------------------------ Name: David P. Grandstrand Title: Senior Vice President and Treasurer By /s/ Kenneth D. Nelson ** ------------------------------------ Name: Kenneth D. Nelson Title: Vice President * To be signed by the Treasurer or any Assistant Treasurer or Senior Vice President designated as an Authorized Officer. ** To be signed by a Vice President. - 15 - EX-4.2 4 OFFICERS' CERT. & COMPANY ORDER - SUBORDINATED EXHIBIT 4.2 U.S. BANCORP Medium-Term Notes, Series M (Subordinated) Officers' Certificate and Company Order Pursuant to the 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 U.S. Bancorp (the "Company") and Citibank, N.A., as Trustee (the "Trustee"), resolutions adopted by the Company's Board of Directors on November 17, 1999, and an authorization dated November 17, 1999, this Officers' Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the forms of the Securities of such series in accordance with Section 201 of the Indenture, and to establish the procedures for the authentication and delivery of specific Securities from time to time pursuant to Section 303 of the Indenture. This Officers' Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms of such series of Securities and (iii) the procedures for the authentication and delivery of such series of Securities have been complied with. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture. A. Establishment of Series pursuant to Section 301 of Indenture. There is hereby established pursuant to Section 301 of the Indenture a series of Securities which shall have the following terms: (1) The Securities of such series shall bear the title "Medium-Term Notes, Series M (Subordinated)" (referred to herein as the "Notes"). (2) There shall be no limitation on the aggregate principal amount of the Notes of such series, however, unless otherwise specified in an Authentication Certificate (as defined in Section C below), the aggregate principal amount of the Notes of such series to be issued pursuant to this Officers' Certificate is limited to $1,800,000,000 or the equivalent thereof in foreign currencies or foreign currency units (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered thereunder) as such amount may be reduced by the issuance of other series of the Securities. If so specified in an Authentication Certificate, such $1,800,000,000 limit shall be increased to up to $2,300,000,000. (3) Interest will be payable to the person in whose name a Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date (as defined below) next preceding each Interest Payment Date (as defined below); provided, however, that interest payable at maturity or upon redemption will be payable to the person to whom principal shall be payable. (4) Each Note within such series shall mature on a Business Day (as defined below), 9 months or more from its date of issue as specified in such Note and in the applicable Authentication Certificate; provided, however, that no Commercial Paper Rate Note (as defined below) shall mature less than 9 months and 1 day from its date of issue. Unless otherwise authorized by or pursuant to a resolution of the Board of Directors of the Company, no Series M Note will mature less than 1 year and 1 day from its date of issue. If the Maturity Date specified in the applicable Authentication Certificate for any Note is a day that is not a Business Day, principal will be paid on the next day that is a Business Day with the same force and effect as if made on such specified Maturity Date, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Maturity Date shall be the immediately preceding Business Day. "Business Day" means (a) unless otherwise specified in the applicable Authentication Certificate with respect to any Note, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close. For LIBOR Notes, a "Business Day" with respect to any payment, is any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a London Business Day, and with respect to a LIBOR Interest Determination Date, is a London Business Day. "London Business Day" means any day on which dealings in United States dollars are transacted in the London interbank market. (5) Each Note within such series that bears interest will bear interest at either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating rate determined by reference to one or more base rates, which may be adjusted by a Spread and/or Spread Multiplier (each as defined below) (the "Floating Rate Notes"). Notes within such series may also be issued as "Zero Coupon Notes" which do not provide for any periodic payments of interest. Notes may be issued as Original Issue Discount Notes at a discount from the principal amount thereof due at the stated maturity as specified in the applicable Authentication Certificate. Any Floating Rate Note may also have either or both of the following as set forth in the applicable Authentication Certificate: (i) a maximum interest rate limitation, or ceiling, on the rate of interest which may accrue during any Interest Period (as defined below); and (ii) a minimum interest rate limitation, or floor, on the rate of interest which may accrue during any Interest Period. The interest rate on a 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. The applicable Authentication Certificate may designate any of the following base rates ("Base Rates") as applicable to each Floating Rate Note: (a) the Commercial Paper Rate, in which case such Note will be a "Commercial Paper Rate Note"; (b) the Federal Funds Rate, in which case such Note will be a "Federal Funds Rate Note"; (c) LIBOR, in which case such Note will be a "LIBOR Note"; (d) the Prime Rate, in which case such Note will be a "Prime Rate Note"; (e) the CD Rate, in which case - 2 - such Note will be a "CD Rate Note"; (f) the Treasury Rate, in which case such Note will be a "Treasury Rate Note"; (g) the CMT Rate, in which case such Note will be a " CMT Rate Note"; or (h) one or more other Base Rates. The interest rate on each Floating Rate Note for each Interest Period will be determined by reference to (i) the applicable Base Rates specified in the applicable Authentication Certificate for such Interest Period, plus or minus the applicable Spread, if any, or multiplied by the applicable Spread Multiplier, if any. The "Spread" is the number of basis points, or one-hundredth of a percentage point, specified in the applicable Authentication Certificate to be added or subtracted from the Base Rate for a Floating Rate Note. For example, if a Note bears interest at LIBOR plus .01% and the Calculation Agent (as defined below) determines that LIBOR is 5.00% per annum, the Note will bear interest at 5.01% per annum until the next Interest Reset Date (as defined below). The "Spread Multiplier" is the percentage specified in the applicable Authentication Certificate to be applied to the Base Rate for a Floating Rate Note. For example, if a Note bears interest at 90% of LIBOR, and the Calculation Agent determines that LIBOR is 5.00% per annum, the Note will bear interest at 4.50% per annum until the next Interest Reset Date. Each Note that bears interest will bear interest from and including its date of issue or from and including the most recent Interest Payment Date to which interest on such Note (or one or more predecessor Notes) has been paid or duly provided for (i) at the fixed rate per annum applicable to the related Interest Period, or (ii) at a rate per annum determined pursuant to the Base Rates applicable to the related Interest Period or Interest Periods, in each case as specified therein and in the applicable Authentication Certificate, until the principal thereof is paid or made available for payment. Interest will be payable on each Interest Payment Date and at maturity or upon redemption. The first payment of interest on any Note originally issued after a Regular Record Date and on or before an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered holder on such next succeeding Regular Record Date. Interest rates and Base Rates are subject to change by the Company from time to time but no such change will affect any Note theretofore issued or which the Company has agreed to issue. Unless otherwise specified in the applicable Authentication Certificate, the "Interest Payment Dates" and the "Regular Record Dates" for Fixed Rate Notes shall be as described below under "Fixed Rate Notes" and the "Interest Payment Dates" and the "Regular Record Dates" for Floating Rate Notes shall be as described below under "Floating Rate Notes". The applicable Authentication Certificate will specify: (i) the issue price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any Fixed Rate Note, the interest rate; (iii) with respect to any Floating Rate Note, the Initial Interest Rate (as defined below), the method (which may vary from Interest Period to Interest Period) of calculating the interest rate applicable to each Interest Period (including, if applicable, the fixed rate per annum applicable to one or more Interest Periods, the period to maturity of any instrument on which the Base Rate for any Interest Period is predicated (the "Index Maturity"), the Spread and/or Spread Multiplier, the Interest Determination Dates (as defined below), the Interest Reset Dates and any minimum or maximum interest rate limitations); (iv) whether such Note is an Original Issue Discount Note; and (v) any other terms related to interest on the Notes. - 3 - Fixed Rate Notes - - - - - - - - - - - - - - - - - ---------------- Each Fixed Rate Note, whether or not issued as an Original Issue Discount Note, will bear interest at the annual rate specified therein and in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, the Interest Payment Dates for the Fixed Rate Notes will be on February 1 and August 1 of each year and at maturity or upon redemption and the Regular Record Dates for the Fixed Rate Notes will be on the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date. Unless otherwise specified in the applicable Authentication Certificate, interest payments for Fixed Rate Notes shall be the amount of interest accrued to, but excluding, the relevant Interest Payment Date. Interest on Fixed Rate Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date or any applicable Redemption Date on a Fixed Rate Note is not a Business Day, such Interest Payment Date or Redemption Date shall be postponed to the next day that is a Business Day, and no interest will accrue during the period from and after the scheduled Interest Payment Date or Redemption Date, as the case may be. Floating Rate Notes - - - - - - - - - - - - - - - - - ------------------- Unless otherwise specified in the applicable Authentication Certificate and except as provided below, interest on Floating Rate Notes will be payable on the following Interest Payment Dates: in the case of Floating Rate Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month of each year; in the case of Floating Rate Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months of each year specified in the applicable Authentication Certificate; and in the case of Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday of the month of each year specified in the applicable Authentication Certificate. Interest will also be paid at maturity or upon redemption. Unless otherwise specified in the applicable Authentication Certificate, the Regular Record Dates for the Floating Rate Notes will be on the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date. In the event that any Interest Payment Date or any applicable Redemption Date for any Floating Rate Note is not a Business Day, such Interest Payment Date or Redemption Date shall be postponed to the next day that is a Business Day, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or Redemption Date shall be the immediately preceding Business Day. The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually (the date on which each such reset occurs, an "Interest Reset Date"), as specified in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, the Interest Reset Date will be as follows: in the case of Floating Rate Notes which are reset daily, each Business Day; in the case of Floating Rate 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 - 4 - below); in the case of Floating Rate Notes which are reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes which are reset quarterly, the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes which are reset semi-annually, the third Wednesday of the two months of each year specified in the applicable Authentication Certificate; and in the case of Floating Rate Notes which are reset annually, the third Wednesday of the month of each year specified in the applicable Authentication Certificate. The interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note (the "Initial Interest Rate") will be as specified in the applicable Authentication Certificate. If any Interest Reset Date for any Floating Rate 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, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. Unless otherwise specified in the applicable Authentication Certificate, the interest rate determined with respect to any Interest Determination Date will become effective on and as of the next succeeding Interest Reset Date. As used herein, "Interest Determination Date" means the date as of which the interest rate for a Floating Rate Note is to be calculated, to be effective as of the following Interest Reset Date and calculated on the related Calculation Date (as defined below). Unless otherwise specified in the applicable Authentication Certificate, the Interest Determination Date pertaining to any Interest Reset Date for a Commercial Paper Rate Note, a Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note, a CD Rate Note or a CMT Rate Note (the "Commercial Paper Interest Determination Date", the "Federal Funds Interest Determination Date", the "LIBOR Interest Determination Date", the "Prime Interest Determination Date", the "CD Interest Determination Date", and the "CMT Interest Determination Date" will be the second Business Day prior to such Interest Reset Date. Unless otherwise specified in the applicable Authentication Certificate, the Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will be the day of the week on which Treasury Bills (as defined below) would normally be auctioned in the week in which such Interest Reset Date falls. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Treasury Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date. The Interest Determination Date pertaining to a Floating Rate Note the interest rate of which is determined by reference to two or more Base Rates will be the latest Business Day which is at least two Business Days prior to such Interest Reset Date for such Floating Rate Note on which each Base Rate is determinable. Unless otherwise specified in the applicable Authentication Certificate, interest payments on an Interest Payment Date for a Floating Rate Note will include interest accrued from, and including, the most recent Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the date of issue if no interest has been paid or duly provided for with respect to such Floating Rate Note) to, but excluding, the next Interest Payment - 5 - Date (each such interest accrual period, an "Interest Period"), or if earlier the date on which the principal is paid or duly made available for payment. Accrued interest from the date of issue or from the last date to which interest has been paid or duly provided for to the date for which interest is being calculated shall be calculated by multiplying the face amount of a Floating Rate Note by the applicable accrued interest factor (the "Accrued Interest Factor"). The Accrued Interest Factor shall be computed by adding together the interest factors calculated for each day from the date of issue, 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. Unless otherwise specified in the applicable Authentication Certificate, the interest factor for each such day shall be computed by dividing the per annum interest rate applicable to such day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR 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 such day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date relating to the next preceding Interest Reset Date, subject in either case to any maximum or minimum interest rate referred to above or in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, U.S. Bank Trust National Association will be the "Calculation Agent". On or before each Calculation Date, the Calculation Agent will determine the interest rate as described below and notify the Paying Agent. The Paying Agent will determine the Accrued Interest Factor applicable to any such Floating Rate Note. The Paying Agent will, upon the request of the holder of any Floating Rate 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 such Floating Rate Note. The determinations of interest rates made by the Calculation Agent shall 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 in the applicable Authentication Certificate, the "Calculation Date", if applicable, pertaining to any Interest Determination Date on a Floating Rate Note will be the earlier of (i) the tenth calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the following Business Day, and (ii) the Business Day before the applicable Interest Payment Date, Redemption Date or Maturity Date. Unless otherwise specified in the applicable Authentication Certificate, all percentages resulting from any calculation on Floating Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth of one percentage point, with five one-millionths of one percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being 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 being rounded to .09876546 and .098765454 being rounded to .09876545); and all dollar amounts used in or resulting from such calculations on Floating Rate Notes will be rounded to the nearest cent (with one-half cent being rounded upward). - 6 - Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at the interest rates (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and in the applicable Authentication Certificate. Commercial Paper Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Commercial Paper Rate" means, for any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on that date for commercial paper having the Index Maturity specified in the applicable Authentication Certificate 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 (as defined below) relating to the Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified in the applicable Authentication Certificate 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.bog.frb.fed.us/releases/h15/update, or any successor site or publication ("H.15 Daily Update"), under the heading "Commercial Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the Calculation Date the rate is not published in either H.15(519) or the H.15 Daily Update, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in the City of New York selected by the Calculation Agent, after consultation with the Company, for commercial paper having the Index Maturity specified in the applicable Authentication Certificate placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized securities rating agency; provided, however, that if the dealers selected by the Calculation Agent are not quoting as described above in this sentence, the Commercial Paper Rate in effect immediately before the Commercial Paper Interest Determination Date will not change and will remain the Commercial Paper Rate in effect on the Commercial Paper Interest Determination Date. "Money Market Yield" shall be a yield calculated in accordance with the following formula: Money Market Yield = D x 360 ------------- x 100 360 - (D x M) where "D" refers to the applicable per annum rate for the commercial paper, quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the interest period for which the interest is being calculated. - 7 - Federal Funds Rate. Federal Funds Rate Notes will bear interest at the interest rates (calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any) specified in the Federal Funds Rate Notes and in the applicable Authentication Certificate. Federal Funds Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Federal Funds Rate" means, for any Federal Funds Interest Determination Date, the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any successor service, on page 120, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 120." The following procedures will be followed if the Federal Funds Rate cannot be determined as described above: (1) If the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate published in H.15 Daily Update under the heading "Federal Funds (Effective);" (2) If neither of the above rates are published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar Federal Funds arranged by three leading dealers of Federal Funds transactions in the City of New York selected by the Calculation Agent, after consultation with the Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest Determination Date; provided, however, that if the dealers selected by the Calculation Agent are not quoting as specified above in this sentence, the Federal Funds Rate in effect immediately before the Federal Funds Interest Determination Date will not change and will remain the Federal Funds Rate in effect on the Federal Funds Interest Determination Date. LIBOR. LIBOR Notes will bear interest at the interest rates (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in the LIBOR Notes and in the applicable Authentication Certificate. LIBOR Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, LIBOR will be determined by the Calculation Agent in accordance with the following provisions: (1) For any LIBOR Interest Determination Date, LIBOR will be the rates for deposits in U.S. dollars having the Index Maturity specified in the applicable Authentication Certificate, on the second London Business Day before the LIBOR Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other successor service, as of 11:00 a.m London time, on page 3750, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will request that the principal London offices of each of four major banks in the London interbank market, selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 a.m., London time, on the LIBOR Interest Determination Date provide the Calculation Agent with their offered quotation for deposits in U.S. dollars having the Index Maturity designated in the applicable Authentication Certificate on the second Business Day before the LIBOR Interest Reset Date, and in a principal amount, not less than U.S. $1,000,000, that in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time. If at least two quotations are - 8 - provided, LIBOR for the LIBOR Interest Determination Date will be the arithmetic mean of these quotations; (3) If fewer than two quotations are provided, LIBOR will be determined for the applicable LIBOR Interest Determination Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, by three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company, for loans in U.S. dollars to leading European banks, having the Index Maturity specified in the applicable Authentication Certificate, on the second London Business Day before the LIBOR Interest Reset Date and in a principal amount of not less than U.S. $1,000,000 that, in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as specified above in this sentence, LIBOR in effect immediately before the LIBOR Interest Determination Date will not change and will remain the LIBOR in effect on such LIBOR Interest Determination Date. Prime Rate. Prime Rate Notes will bear interest at the interest rates (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified in the Prime Rate Notes and in the applicable Authentication Certificate. Prime Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Prime Rate" means, for any Prime Interest Determination Date, the rate on that date as published in H.15(519) under the Heading "Bank Prime Loan." The following procedures will be followed if the Prime Rate cannot be determined as described in the previous sentence: (1) If the rate is not published prior to 9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will be the rate on that Prime Interest Determination Date as published in the H.15 Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that Prime Interest Determination Date by at least three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company. If the banks selected are not quoting as mentioned in the previous sentences, the Prime Rate will remain the Prime Rate for the immediately preceding Interest Reset Period, or if there was no Interest Reset Period, the rate of interest payable will be the Initial Interest Rate. CD Rate. CD Rate Notes will bear interest at the interest rates (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any) specified in the CD Rate Notes and in the applicable Authentication Certificate. CD Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "CD Rate" means, for any CD Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity specified in the applicable Authentication Certificate as this rate is published in H.15(519) under the heading "CD's (secondary market)." The following procedures will be followed if the CD Rate cannot be determined as described above: (1) If by 3:00 p.m., New York City time, on the Calculation Date related to the CD Interest Determination Date, this rate is not published in H.15(519), then the CD Rate shall be - 9 - the rate on the CD Interest Determination Date for negotiable certificates of deposit of the Index Maturity designated in the applicable Authentication Certificate and published in the H.15 Daily Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York City time, on the Calculation Date, the rate is not published in either H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD Rate to be the arithmetic mean of the secondary market offered rates as of 3:00 p.m., New York City time, on the CD Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in the City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major U.S. money market banks which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, and with a remaining maturity closest to the Index Maturity specified in the applicable Authentication Certificate in denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described above in this sentence, the CD Rate in effect immediately before that CD Interest Determination Date will not change and will remain the CD Rate in effect on that CD Interest Determination Date. Treasury Rate. Treasury Rate Notes will bear interest at the interest rates (calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any) specified in the Treasury Rate Notes and in the applicable Authentication Certificate. Treasury Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "Treasury Rate" means, for any Treasury Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified in the applicable Authentication Certificate as this rate is displayed on Bridge Telerate, Inc., or any successor service under the caption "Investment Rate" on page 56 or 57, or other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 56" or "Telerate Page 57," as the case may be, or if not published on Bridge Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the rate published in H.15 Daily Update under the heading "U.S. Government Securities/Treasury Bills/Auction High." The following procedures will be followed if the Treasury Rate cannot be determined as described above: (1) If not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the Treasury Rate will be the bond equivalent yield of the auction rate of the applicable Treasury Bills on the Treasury Interest Determination Date as announced by the U.S. Department of the Treasury; (2) If by 3:00 p.m., New York City time on the Calculation Date, the results of the auction of Treasury Bills having the Index Maturity designated in the applicable Authentication Certificate are not otherwise as provided in the applicable Authentication Certificate or if no auction is held in a particular week, then the Calculation Agent will calculate the Treasury Rate to be a Yield to Maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of 3:30 p.m. New York City time, on the Treasury Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified in the applicable Authentication Certificate; provided, however, that if the dealers selected by the Calculation Agent are not quoting as described above in this sentence, the Treasury Rate in effect - 10 - immediately before the Treasury Interest Determination Date will not change and will remain the Treasury Rate in effect on such Treasury Interest Determination Date. CMT Rate. CMT Rate Notes will bear interest at the interest rates (calculated with reference to the CMT Rate and the Spread and/or Spread Multiplier, if any) specified in the CMT Rate Note and in the applicable Authentication Certificate. CMT Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Authentication Certificate, "CMT Rate" means, for any CMT Interest Determination Date, the rate reported on Bridge Telerate, Inc., or any successor service, under the heading "Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 7051." The following procedures will be followed if the CMT Rate cannot be determine as described above: If the CMT Rate is not available by 3:00 p.m., New York City Time, on the Calculation Date pertaining to such CMT Interest Determinate Date, the Calculation Agent will calculate the CMT Rate for the CMT Interest Determination Date which will be the bond equivalent yield to maturity of the arithmetic mean of the secondary market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT Interest Determination Date, reported, according to their written records, by three leading primary United States government securities dealers in the City of New York (the "Reference Dealers") selected by the Calculation Agent, after consultation with the Company, for the most recently issued direct noncallable fixed rate Treasury Bills with an original maturity approximately equal to the applicable Index Maturity; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described above in this sentence, the CMT Rate in effect immediately before the CMT Interest Determination Date will not change and will remain the CMT Rate then in effect on such CMT Interest Determination Date. Zero Coupon Notes - - - - - - - - - - - - - - - - - ----------------- The specific terms of any Zero Coupon Notes will be set forth in the applicable Authentication Certificate. (6) Unless otherwise specified in the applicable Authentication Certificate, principal of (and premium, if any) and interest (if any) on the Notes will be payable, and, except as provided in Section 305 of the Indenture with respect to any Global Security (as defined below) representing Book-Entry Notes (as defined below), the transfer of the Notes will be registrable and Notes will be exchangeable for Notes bearing identical terms and provisions at the corporate trust office of U.S. Bank Trust National Association (the "Paying Agent"), in the City of New York, New York, provided that payments of interest with respect to any Certificated Note (as defined below), other than interest at maturity or upon redemption, may be made at the option of the Company by check mailed to the address of the person or entity entitled thereto 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. Unless otherwise specified in the applicable Authentication Certificate, holders of $10,000,000 or more in aggregate principal amount of Certificated Notes shall be entitled to receive payments of interest, other than interest - 11 - at maturity or upon redemption, by wire transfer of immediately available funds, if appropriate wire transfer instructions have been given to the Paying Agent in writing not later than the Regular Record Date prior to the applicable Interest Payment Date. (7) If so specified in the applicable Authentication Certificate, the Notes will be redeemable at the option of the Company on the date or dates prior to maturity specified in the applicable Authentication Certificate at the price or prices specified in the applicable Authentication Certificate (unless otherwise specified in such Authentication Certificate, in the case of Notes other than Zero Coupon Notes or certain interest bearing notes issued as Original Issue Discount Notes, expressed as a specified percentage of the principal amount of such Note, together with accrued interest, if any, to the date of redemption stated in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, in the case of Zero Coupon Notes or certain interest bearing Notes issued as Original Issue Discount Notes (as specified in the applicable Authentication Certificate), as a specified percentage of the Amortized Face Amount (as defined below) of such Note as described in Paragraph (13) below), together with accrued interest, if any, to the date of redemption (or, in the case of any interest bearing Note issued as an Original Issue Discount Note, any accrued but unpaid "qualified stated interest" payments (as specified in Paragraph (13) below)). Unless otherwise specified in the applicable Authentication Certificate, the Company may redeem any of the Notes which are redeemable and remain outstanding either in whole or from time to time in part upon the terms and conditions set forth in Article XI of the Indenture. (8) Unless otherwise specified in the applicable Authentication Certificate, the Company shall not be obligated to redeem or purchase any Notes of such series pursuant to any sinking fund or analogous provisions or at the option of any Holder. (9) Unless otherwise specified in the applicable Authentication Certificate, Notes of such series, other than Foreign Currency Notes (as defined below), may be issued only in fully registered form and the authorized denomination of the Notes of such series shall be $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. Foreign Currency Notes will be issued in the denominations specified in the applicable Authentication Certificate. (10) The Notes may be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or foreign currency units as may be specified in the applicable Authentication Certificate ("Foreign Currency Notes"). (11) Except as otherwise described in Paragraph (5) above and Paragraph (13) below, the amount of payments of principal of and any premium or interest on the Notes will not be determined with reference to an index. (12) Unless otherwise specified in the applicable Authentication Certificate, the Notes shall be subject to the events of default specified in Section 501, paragraphs (1) through (7), of the Indenture. - 12 - (13) The portion of the principal amount of the Notes, other than Original Issue Discount Notes, (including any Zero Coupon Notes) which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof. Unless otherwise specified in the applicable Authentication Certificate, the portion of the principal amount of Zero Coupon Notes and certain interest bearing Notes issued as Original Issue Discount Notes (as specified in the applicable Authentication Certificate) upon any acceleration of the maturity thereof will be the Amortized Face Amount and in the case of an interest bearing note issued as an Original Issue Discount Note, any accrued but unpaid qualified stated interest payments. Unless otherwise specified in the applicable Authentication Certificate, the amount payable to the holder of such Original Issue Discount Note upon any redemption thereof will be the applicable specified percentage of the Amortized Face Amount thereof specified in the applicable Authentication Certificate, and in the case of any interest bearing Note issued as an Original Issue Discount Note, 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 an Original Issue Discount Note is equal to the sum of (i) the Issue Price (as defined below) of such Original Issue Discount Note and (ii) that portion of the difference between the Issue Price and the principal amount of such Original Issue Discount Note that has been amortized at the Stated Yield (as defined below) of such Original Issue Discount 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 such Original Issue Discount Note) at the date as of which the Amortized Face Amount is calculated. In no event can the Amortized Face Amount exceed the principal amount of such Note due at the stated maturity thereof. As used in the preceding sentence, the term "Issue Price" means the principal amount of such Original Issue Discount Note due at the stated maturity thereof less the "Original Issue Discount" of such Original Issue Discount Note specified on the face thereof and in the applicable Authentication Certificate. The term "Stated Yield" of such Original Issue Discount Note means the "Yield to Maturity" specified on the face of such Original Issue Discount Note and in the applicable Authentication Certificate for the period from the Original Issue Date of such Original Issue Discount Note, as specified on the face of such Original Issue Discount Note and in the applicable Authentication Certificate, to the stated maturity thereof based on its Issue Price and stated redemption price at maturity thereof. (14) Each Note will be represented by either a global security (a "Global Security") registered in the name of a nominee of the Depository (each such Note represented by a Global Security being herein referred to as a "Book-Entry Note") or a certificate issued in definitive registered form, without coupons (a "Certificated Note"), as set forth in the applicable Authentication Certificate. Unless otherwise specified in the applicable Authentication Certificate, The Depository Trust Company will act as Depositary. Except as provided in Section 305 of the Indenture, Book-Entry Notes will not be issuable in certificated form and will not be exchangeable or transferable. So long as the Depositary or its nominee is the registered holder of any Global Security, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Book-Entry Note or Notes represented by such Global Security for all purposes under the Indenture and the Notes. - 13 - (15) The Notes shall be subject to the subordination provisions contained in Article Thirteen of the Indenture. (16) Any Authentication Certificate supplemental to this Officers' Certificate and Company Order shall be executed on behalf of the Company by Vice President and an Assistant Vice President. Subject to the terms of the Indenture and the resolutions and authorization referred to in the first paragraph hereof, the Notes shall have such other terms (which may be in addition to or different from the terms set forth herein) as are specified in the applicable Authentication Certificate. B. Establishment of Note Forms pursuant to Section 201 of Indenture. It is hereby established pursuant to Section 201 of the Indenture that the Global Securities representing Book-Entry Notes shall be substantially in the forms attached as Exhibits A, B, C and D hereto, unless a different form is provided in the applicable Authentication Certificate (which Authentication Certificate shall be an "Officers' Certificate" satisfying the requirements of Section 201 of the Indenture). C. Establishment or Procedures for Authentication of Notes Pursuant to Section 303 of Indenture. It is hereby ordered pursuant to Section 303 of the Indenture that Notes may be authenticated by the Trustee and issued in accordance with the Administrative Procedures attached hereto as Exhibit E and upon receipt by the Trustee (including by facsimile) of an Authentication Certificate supplemental to this Officers' Certificate and Company Order, in substantially the form attached as Exhibit F hereto (an "Authentication Certificate"), setting forth the information specified or contemplated therein for the particular Notes to be authenticated and issued. At least one officer signing each Authentication Certificate shall be an Authorized Officer as defined in the resolutions referred to in the first paragraph hereof. D. Other Matters. The applicable Authentication Certificate shall specify any agent of the Company designated for the purpose of delivering, for cancellation by the Trustee pursuant to Section 309 of the Indenture, Notes which have not been issued and sold by the Company. Attached as Exhibit G hereto are true and correct copies of resolutions duly adopted by the Board of Directors of the Company on November 17, 1999, and of an authorization dated November 17, 1999, duly executed by the Chief Financial Officer of the Company, designating certain additional Authorized Officers pursuant to the resolutions adopted November 17, 1999, such resolutions and authorization have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions and authorization are the only resolutions and authorization adopted by the Company's Board of Directors or by any Authorized Officers relating to the offering and sale of the Notes. - 14 - The undersigned have read the pertinent sections of the Indenture including the related definitions contained therein. The undersigned have examined the resolutions adopted by the Board of Directors of the Company and the authorization duly executed by the Chief Financial Officer of the Company. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not the conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such conditions have been complied with. Dated: December 17, 1999 U.S. BANCORP By /s/ David P. Grandstrand * ------------------------------------ Name: David P. Grandstrand Title: Senior Vice President and Treasurer By /s/ Kenneth D. Nelson ** ------------------------------------ Name: Kenneth D. Nelson Title: Vice President * To be signed by the Treasurer or any Assistant Treasurer or Senior Vice President designated as an Authorized Officer. ** To be signed by a Vice President. - 15 - EX-4.3(A) 5 SPECIMEN - SERIES L FIXED RATE NOTE 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 REGISTERED Principal Amount: No. LA- $ CUSIP No. U.S. BANCORP Medium-Term Note, Series L (Senior) (Global Fixed Rate Note) 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 (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 is not a Business Day, the principal otherwise payable on such date will be paid on the next day that is a Business Day with the same force and effect as if made on such Maturity Date, and no interest will accrue for the period from and after that 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, and no interest will accrue for the period from and after that Interest Payment Date or Redemption Date. Payment of the principal of (and premium, if any) and interest on this Note will be made at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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 (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. 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. - 2 - 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 - 3 - [Reverse Side of Note] U.S. BANCORP Medium-Term Note, Series L (Senior) (Global Fixed Rate Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture, dated as of October 1, 1991 (herein called the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (expressed as percentages of the principal amount of this Note) are set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the Person in whose name this Note is registered at such address as shall appear in the Security Register of the Company, on any Redemption Date so specified or occurring within any period so specified, as a whole or in part, at the election of the Company, at the applicable Redemption Price so specified, together in the case of any such redemption with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Note (or one or more predecessor Notes) at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In the event of redemption of less than all of the principal of this Note, a new Note of this series and of like tenor of an authorized denomination representing the unredeemed portion of this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless otherwise specified on the face hereof under "Redemption Terms," this Note is not subject to any sinking fund. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of all the Notes may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time - 4 - 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 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 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 on the face hereof, under "Other Terms", the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Note may have such additional or different terms as are set forth on the face hereof under "Other Terms." Any terms so set forth shall be deemed to modify and/or supersede, as necessary, any other terms set forth in this Note. - 5 - 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. - 6 - ABBREVIATIONS The following abbreviations, when used in this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN--as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT--_______________Custodian_______________ (Cust) (Minor) under Uniform Gift to Minors Act ___________________________________________ (State) Additional abbreviations may be used though not in the above list. - 7 - FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - - - - - - - - - - - - - - - - - ----------------------- - - - - - - - - - - - - - - - - - ----------------------- - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- (Name and address of assignee, including zip code, must be printed or typewritten) - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney - - - - - - - - - - - - - - - - - ----------------------------------------------------------------------- to transfer said Note on the books of the within Company, with full power of substitution in the premises Dated --------------- ------------------------------------- ------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in the City of New York or by a member of the New York Stock Exchange. - 8 - EX-4.3(B) 6 SPECIMEN - SERIES L FLOATING RATE NOTE EXHIBIT 4.3(b) This Note is a Global Security within the meaning of the Indenture referred to herein and is registered in the name of a Depositary or a nominee of a Depositary. Unless this certificate is presented by an authorized representative of The 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 REGISTERED Principal Amount: No. LB- $ CUSIP No. U.S. BANCORP Medium-Term Note, Series L (Senior) (Global Floating Rate Note) ORIGINAL ISSUE DATE: MATURITY DATE: INITIAL INTEREST RATE: SPREAD: BASE RATE (and, if SPREAD MULTIPLIER: applicable, related Interest Periods): [ ]Commercial Paper Rate REDEMPTION TERMS: [ ]Federal Funds Rate [ ]LIBOR [ ]Prime Rate [ ]CD Rate [ ]Treasury Rate [ ]CMT Rate [ ]Other (see "Other Terms") OTHER TERMS: INDEX MATURITY: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST RESET DATES: INTEREST PAYMENT DATES: 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 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, except in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Maturity Date shall be the immediately preceding Business Day. 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, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or Redemption 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 at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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. 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 - 2 - Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the registered holder of the Note. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. - 3 - IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. U.S. BANCORP Dated: By______________________________ Vice President Attest__________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture. CITIBANK, N.A., as Trustee By_________________________ Authorized Signatory Or by U.S. BANK TRUST NATIONAL ASSOCIATION, as Authenticating Agent By_________________________ Authorized Officer - 4 - [Reverse Side of Note] U.S. BANCORP Medium-Term Note, Series L (Senior) (Global Floating Rate Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture dated as of October 1, 1991 (herein called the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. General The rate of interest for this Note will be determined by reference to one or more Base Rates specified on the face hereof, which may be adjusted by a Spread and/or Spread Multiplier. The "Spread" is the number of basis points, or one-hundredth of a percentage point, specified on the face hereof to be added or subtracted from the Base Rate specified on the face hereof. The "Spread Multiplier" is the percentage specified on the face hereof to be applied to the Base Rate specified on the face hereof. This Note may also have either or both of the following: (i) a Maximum Interest Rate, or ceiling, on the rate of interest which may accrue during any Interest Period; and (ii) a Minimum Interest Rate, or floor, on the rate of interest which may accrue during any Interest Period. Notwithstanding the foregoing, the interest rate per annum hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest is 25% per annum on a simple interest basis. This limit may not apply to Notes in which $2,500,000 or more has been invested. Commencing with the Interest Reset Date specified on the face hereof, first following the Original Issue Date specified on the face hereof, the rate at which this Note bears interest will be reset daily, weekly, monthly, quarterly, semi-annually or annually (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 - 5 - of each week (except if the auction date falls on a Tuesday, then the next Business Day, as provided below); in the case of Notes which are reset monthly, the third Wednesday of each month; in the case of Notes which are reset quarterly, the third Wednesday of March, June, September and December of each year; in the case of Notes which are reset semi-annually, the third Wednesday of the two months of each year as indicated above, by the Interest Reset Dates; and in the case of Notes which are reset annually, the third Wednesday of the month of each year as indicated on the face hereof, by the Interest Reset Dates. Unless otherwise specified on the face hereof, the interest rate determined with respect to any Interest Determination Date (as defined below) will become effective on the next succeeding Interest Reset Date; provided, however, that the interest rate in effect from the Original Issue Date to the first Interest Reset Date with respect to this Note (the "Initial Interest Rate") will be as set forth on the face hereof. If any Interest Reset Date for any Note would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, except that in the case of a LIBOR Note, 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, Federal Funds Rate Note, Prime Rate Note, a CD Rate Note, or a CMT Rate Note (the "Commercial Paper Interest Determination Date", the "Federal Funds Interest Determination Date", the "Prime Interest Determination Date" the "CD Interest Determination Date", the "CMT Interest Determination Date", respectively) will be the second Business Day before the Interest Reset Date, and for LIBOR Notes, the second London Business Day before the Interest Reset Date. Unless otherwise specified on the face hereof under "Other Terms," the Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will be the day of the week on which Treasury Bills would normally be auctioned in the week in which such Interest Reset Date falls. Treasury Bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, but the auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, that Friday will be the Treasury Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an auction falls on a day that is an Interest Reset Date for a Treasury Rate Note, the Interest Reset Date will be the following Business Day. The Interest Determination Date for a Floating Rate Note, which interest rate is determined by two or more Base Rates, will be the latest Business Day which is at least two Business Days prior to the Interest Reset Date for such Floating Rate Note on which each 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 - 6 - date will be from and including the Original Issue Date or any other date specified in the pricing supplement on which interest begins to accrue. Interest will accrue to, but excluding, the next Interest Payment Date, or if earlier, the date on which the principal is paid or duly made available for payment. Accrued interest is calculated by multiplying the face amount of this Note by the applicable accrued interest factor (the "Accrued Interest Factor"). This Accrued Interest Factor is the sum of the interest factors calculated for each day from the Original Issue Date or from the last date to which interest has been paid or duly provided for to the date for which accrued interest is being calculated. The interest factor for each such day is computed by dividing the annual interest rate, expressed as a decimal, applicable to that day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes, Prime Rate Notes, and CD Rate Notes, or by the actual number of days in the year in the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in effect on each day will be (i) if the day is an Interest Reset Date, the interest rate for the Interest Determination Date related to the Interest Reset Date or (ii) if the day is not an Interest Reset Date, the interest rate for the Interest Determination Date related to the next preceding Interest Reset Date, subject in either case to any Maximum Interest Rate or Minimum Interest Rate referred to on the face hereof. On or before the Calculation Date (as defined below), U.S. Bank Trust National Association, as Calculation Agent (the "Calculation Agent"), will determine the interest rate in accordance with the foregoing with respect to the applicable Base Rate and will notify the Paying Agent. The Paying Agent will determine the Accrued Interest Factor applicable to this Note. The Paying Agent will, upon the request of the Holder of this Note, provide the interest rate then in effect and the interest rate which will become effective as a result of a determination made with respect to the most recent Interest Determination Date with respect to this Note. The determinations of interest rates made by the Calculation Agent shall 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", if applicable, related to any Interest Determination Date on a Note having monthly, quarterly, semi-annual or annual Interest Reset Dates will be the tenth calendar day after such Interest Determination Date, or, if that day is not a Business Day, the following Business Day, and the "Calculation Date", if applicable, pertaining to any Interest Determination Date on a Note having daily or weekly Interest Reset Dates will be the second Business Day after such Interest Determination Date. 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) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being 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 being rounded to .09876546 and .098765454 being rounded to .09876545). All dollar amounts used in or resulting from - 7 - calculation on this Note will be rounded to the nearest cent, with one-half cent being rounded upward). Determination of Commercial Paper Rate If the Base Rate specified above with respect to any Interest Period is the Commercial Paper Rate, this Note is a "Commercial Paper Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Commercial Paper Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Commercial Paper Interest Determination Date. Commercial Paper Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Pricing Supplement, "Commercial Paper Rate" means, for any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on that date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement as published in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System or ("H.15 (519)") under the heading "Commercial Paper -- Nonfinancial." The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above: (1) If the rate is not published by 3:00 p.m., New York City time, on the Calculation Date relating to the Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement as set forth in the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or publication (H.15 Daily Update,) under the heading "Commercial Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the Calculation Date the rate is not published in either H.15(519) or the H.15 Daily Update, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in the City of New York selected by the Calculation Agent, after consultation with the Company, for commercial paper having the Index Maturity specified in the applicable Pricing Supplement placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized securities rating agency; provided, however, that if the dealers selected by the Calculation Agent are not quoting as described above in this sentence, the Commercial Paper Rate in effect immediately before the Commercial Paper Interest Determination Date will not change and will remain the Commercial Paper Rate in effect on the Commercial Paper Interest Determination Date. - 8 - "Money Market Yield" shall be a yield calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 --------------- 360 - (D x M) where "D" refers to the applicable per annum rate for the commercial paper, quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the interest period for which the interest is being calculated. Determination of Federal Funds Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Federal Funds Rate, this Note is a "Federal Funds Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Federal Funds Interest Determination Date. Federal Funds Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "Federal Funds Rate" means, for any Federal Funds Interest Determination Date, the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any successor service, on page 120, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 120." The following procedures will be followed if the Federal Funds Rate cannot be determined as described above: (1) If the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate published in H.15 Daily Update under the heading "Federal Funds (Effective);" (2) If neither of the above rates are published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar Federal Funds arranged by three leading dealers of Federal Funds transactions in the City of New York selected by the Calculation Agent, after consultation with the Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest Determination Date; provided, however, that if the dealers selected by the Calculation Agent are not quoting as specified above in this sentence, the Federal Funds Rate in effect immediately before the Federal Funds Interest Determination Date will not change and will remain the Federal Funds Rate in effect on the Federal Funds Interest Determination Date. - 9 - Determination of LIBOR If the Base Rate specified on the face hereof with respect to any Interest Period is LIBOR, this Note is a "LIBOR Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be LIBOR, and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable LIBOR Interest Determination Date. LIBOR Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "LIBOR" will be determined by the Calculation Agent for each Interest Determination Date in accordance with the following provisions: (1) For any LIBOR Interest Determination Date, LIBOR will be the rates for deposits in U.S. dollars having the Index Maturity specified on the face hereof under "Other Terms," on the second London Business Day before the LIBOR Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other successor service, as of 11:00 a.m London time, on page 3750, or any other page as may replace the applicable page, on that service, which is commonly referred to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will request that the principal London offices of each of four major banks in the London interbank market, selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 a.m., London time, on the LIBOR Interest Determination Date provide the Calculation Agent with their offered quotation for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement on the second Business Day before the LIBOR Interest Reset Date, and in a principal amount, not less than U.S. $1,000,000, that in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time. If at least two quotations are provided, LIBOR for the LIBOR Interest Determination Date will be the arithmetic mean of those quotations; (3) If fewer than two quotations are provided, LIBOR will be determined for the applicable LIBOR Interest Determination Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, by three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company, for loans in U.S. dollars to leading European banks, having the Index Maturity specified on the face hereof, on the second London Business Day before the LIBOR Interest Reset Date and in a principal amount of not less than U.S. $1,000,000 that, in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as specified above in this sentence, LIBOR in effect immediately before the LIBOR Interest Determination Date will not change and will remain the LIBOR in effect on such LIBOR Interest Determination Date. - 10 - Determination of Prime Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Prime Rate, this Note is a "Prime Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Prime Rate and the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Prime Interest Determination Date. Prime Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "Prime Rate" means, for any Prime Interest Determination Date, the rate on that date as published in H.15(519) under the Heading "Bank Prime Loan." The following procedures will be followed if the Prime Rate cannot be determined as described in the previous sentence: (1) If the rate is not published prior to 9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will be the rate on that Prime Interest Determination Date as published in the H.15 Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that Prime Interest Determination Date by at least three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company. If the banks selected are not quoting as mentioned in the previous sentences, the Prime Rate will remain the Prime Rate for the immediately preceding Interest Reset Period, or if there was no Interest Reset Period, the rate of interest payable will be the Initial Interest Rate. Determination of the CD Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the CD Rate, this Note is a "CD Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the CD Rate and the Spread and/or the Spread Multiplier, as specified on the face hereof, as determined on the applicable CD Interest Determination Date. CD Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "CD Rate" means, for any CD Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as this rate is published in H.15(519) under the heading "CD's (secondary market)." The following procedures will be followed if the CD Rate cannot be determined as described above: (1) If by 3:00 p.m., New York City time, on the Calculation Date related to the CD Interest Determination Date, this rate is not published in H.15(519), then the CD Rate shall be the rate on the CD Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof and published in the H.15 Daily Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York City time, - 11 - on the Calculation Date, the rate is not published in either H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD Rate to be the arithmetic mean of the secondary market offered rates as of 3:00 p.m., New York City time, on the CD Interest Determination Date, of three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in the City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major U.S. money market banks which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, and with a remaining maturity closest to the Index Maturity specified above in denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described above in this sentence, the CD Rate in effect immediately before that CD Interest Determination Date will not change and will remain the CD Rate in effect on that CD Interest Determination Date. Determination of Treasury Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Treasury Rate, this Note is a "Treasury Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Treasury Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Treasury Interest Determination Date. Treasury Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "Treasury Rate" means, for any Treasury Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof as this rate is displayed on Bridge Telerate, Inc., or any successor service under the caption "Investment Rate" on page 56 or 57, or other page as may replace the applicable page on that service, which is commonly referred to as "Telerate page 56" or "Telerate Page 57," as the case may be, or if not published on Bridge Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the rate published in H.15 Daily Update under the heading "U.S. Government Securities/Treasury Bills/Auction High." The following procedures will be followed if the Treasury Rate cannot be determined as described above: (1) If not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the Treasury Rate will be the bond equivalent yield of the auction rate of the applicable Treasury Bills on the Treasury Interest Determination Date as announced by the U.S. Department of the Treasury. If by 3:00 p.m., New York City time on the Calculation Date, the results of the auction of Treasury Bills having the Index Maturity designated on the face hereof are not otherwise as provided above or if no auction is held in a particular week, then the Calculation Agent will calculate the Treasury Rate to be a Yield to Maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of 3:30 p.m. New York City time, on the Treasury Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified above; provided, however, that if the dealers selected by the Calculation - 12 - Agent are not quoting as described above in this sentence, the Treasury Rate in effect immediately before the Treasury Interest Determination Date will not change and will remain the Treasury Rate in effect on such Treasury Interest Determination Date. Determination of CMT Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the CMT Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable CMT Interest Determination Date. CMT Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified above under "Other Terms," "CMT Rate" means, for any CMT Interest Determination Date, the rate reported on Bridge Telerate, Inc., or any successor service, under the under the heading "Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 7051". The following procedures will be followed if the CMT Rate cannot be determine as described above: If the CMT Rate is not available by 3:00 p.m., New York City Time, on the Calculation Date pertaining to such CMT Interest Determination Date, the Calculation Agent will calculate the CMT Rate for the CMT Interest Determination Date which will be the bond equivalent yield to maturity of the arithmetic mean of the secondary market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT Interest Determination Date, reported, according to their written records, by three leading primary United States government securities dealers in the City of New York (the "Reference Dealers") selected by the Calculation Agent, after consultation with the Company, for the most recently issued direct noncallable fixed rate Treasury Bills with an original maturity approximately equal to the applicable Index Maturity; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described above in this sentence, the CMT Rate in effect immediately before the CMT Interest Determination Date will not change and will remain the CMT Rate then in effect on such CMT Interest Determination Date. Redemption If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (expressed as percentages of the principal amount of this Note) are set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the Person in whose name this Note is registered at such address as shall appear in the Security Register of the Company, on any Redemption Date so specified or occurring within any period so specified, as a whole or in - 13 - part, at the election of the Company, at the applicable Redemption Price so specified, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable in the case of any such redemption to the Holder of this Note (or one or more predecessor Notes) at the close of business on the relevant Record Dates referred to above, all as provided in the Indenture. In the event of redemption of less than all of the principal of this Note, a new Note of this series and of like tenor of an authorized denomination for the unredeemed portion of this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless otherwise specified above, under "Redemption Terms", this Note is not subject to any sinking fund. Miscellaneous Provisions If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of all the Notes may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the 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. - 14 - Unless otherwise set forth on the face hereof under "Other Terms," the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Note may have such additional or different terms as are set forth on the face hereof under "Other Terms." Any terms so set forth shall be deemed to modify and/or supersede, as necessary, any other terms set forth in this Note. This Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. - 15 - 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. - 16 - 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. - 17 - EX-4.3(C) 7 SPECIMEN - SERIES L OID ZERO COUPON NOTE EXHIBIT 4.3(c) REGISTERED This Note is a Global Security within the REGISTERED meaning of the Indenture, referred to herein Principal Amount: 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 CUSIP Trust Company (55 Water Street, New York, No. 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 No. LC- owner hereof, Cede & Co., has an interest herein. U.S. BANCORP Medium-Term Note, Series L (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 day that is a Business Day with the same force and effect as if made on such Maturity Date and no interest will accrue for the period from or after that Maturity Date. In the event that any Redemption Date is not a Business Day, such Redemption Date shall be postponed to the next day that is a Business Day, and no interest will accrue for the period from or after that Redemption Date. Payment of principal and any interest or premium on this Note will be made in immediately available funds at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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 on the reverse side hereof) 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. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose. - 2 - IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: U.S. BANCORP By_____________________________ Vice President Attest _______________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture. CITIBANK, N.A., as Trustee By_____________________________ Authorized Signature Or by U.S. BANK TRUST NATIONAL ASSOCIATION, as Authenticating Agent By_____________________________ Authorized Officer - 3 - [Reverse Side of Note] U.S. BANCORP Medium-Term Note, Series L (Senior) (Global Original Issue Discount Zero Coupon Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture, dated as of October 1, 1991 (herein called the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided may be issued in an unlimited principal amount. If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (unless otherwise specified on the face hereof under "Other Terms", expressed as percentages of the Amortized Face Amount of this Note) are set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the Person in whose name this Note is registered at such address as shall appear in the Security Register of the Company, on any Redemption Date so specified or occurring within any period so specified, as a whole or in part, at the election of the Company. In the event of redemption of less than all of the principal of this Note, a new Note of this series and of like tenor of an authorized denomination representing the unredeemed portion of this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless otherwise specified on the face hereof under "Redemption Terms", this Note is not subject to any sinking fund. If an Event of Default with respect to Notes 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 on the face hereof under "Other Terms", be the Amortized Face Amount of this Note or, in the case of redemption, the specified percentage of the Amortized Face Amount of this Note on the day such payment - 4 - is due and payable, as determined by the Company, plus, in each case, any accrued but unpaid "qualified stated interest" payments (as defined in the Treasury Regulations regarding original issue discount issued by the Treasury Department (the "Regulations")). The "Amortized Face Amount" of this Note shall be the amount equal to the sum of (i) the issue price (as defined below) of this Note and (ii) that portion of the difference between the issue price and the principal amount of this Note that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in effect on the issue date of this Note) at the date as of which the Amortized Face Amount is calculated. In no event can the Amortized Face Amount exceed the principal amount of this Note due at the Stated Maturity hereof. As used in the preceding sentence, the term "issue price" means the principal amount of this Note due at the Stated Maturity hereof less the Original Issue Discount of this Note specified on the face hereof. The term "Stated Yield" of this Note means the Yield to Maturity specified on the face hereof for the period from the Original Issue Date of this Note specified on the face hereof, to the Stated Maturity hereof based on the issue price and stated redemption price at the maturity hereof. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. In determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Notes, the principal amount of any Original Issue Discount Note that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal (and premium, if any) of this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal (and premium, if any) of this - 5 - 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 and of like tenor of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Unless otherwise set forth on the face hereof under "Other Terms", the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Note may have such additional or different terms as are set forth on the face hereof, under "Other Terms". Any terms so set forth shall be deemed to modify and/or supersede, as necessary, any other terms set forth in this Note. This Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. - 6 - 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 - EX-4.3(D) 8 SPECIMEN - SERIES L OID FIXED RATE NOTE EXHIBIT 4.3(d) REGISTERED This Note is a Global Security within the REGISTERED meaning of the indenture referred to herein Principal Amount and is registered in the name of a $ Depositary or a nominee of a Depositary. Unless this certificate is presented by an CUSIP authorized representative of The Depository No. 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 No. LD- owner hereof, Cede & Co., has an interest herein. U.S. Bancorp Medium-Term Note, Series L (Senior) (Global Original Issue Discount Fixed Rate Note) ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE: REDEMPTION TERMS: OTHER TERMS: ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY: [_] ORIGINAL ISSUE DISCOUNT NOTE [_] ORIGINAL ISSUE DISCOUNT SUBJECT TO "SPECIAL PROVISIONS" NOTE FOR FEDERAL INCOME BELOW TAX PURPOSES 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" on the reverse side hereof, if applicable), and to pay interest on such principal sum from the Original Issue Date shown above or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, on each February 1 and August 1 or such other dates, if any, as are specified under "Other Terms" above (the "Interest Payment Dates"), commencing with the Interest Payment Date immediately following the Original Issue Date, at the rate per annum equal to the Interest Rate shown on the reverse side hereof, until the principal hereof is paid or made available for payment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date, interest payments will be made on the Interest Payment Date following the next succeeding Regular Record Date. The interest so payable and punctually paid or duly provided for any Interest Payment Date will as provided in the Indenture be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date related to the Interest Payment Date, which shall, unless otherwise specified above under "Other Terms", be the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date; provided, however, that interest payable on the Maturity Date of this Note or any applicable Redemption Date shall be payable to the Person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder hereof on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date. In the event that any Maturity Date is not a Business Day, the principal otherwise payable on such date will be paid on the next day that is a Business Day with the same force and effect as if made on such Maturity Date, and no interest will accrue for the period from and after that 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, and no interest will accrue for the period from and after that Interest Payment Date or Redemption Date. Payment of the principal of (and premium, if any) and interest on this Note will be made at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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 on the reverse side hereof) of this Note if this Note is an Original Issue Discount Note subject to the "Special Provisions" as set forth on the reverse side hereof 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 mailed to the registered holder of the Note. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose. - 2 - IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: U.S. BANCORP By___________________________ Vice President Attest _____________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture. CITIBANK, NA., as Trustee By______________________________ Authorized Signature Or by U.S. BANK TRUST NATIONAL ASSOCIATION, as Authenticating Agent By______________________________ Authorized Officer - 3 - [Reverse Side of Note] U.S. Bancorp Medium-Term Note, Series L (Senior) (Global Original Issue Discount Fixed Rate Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture, dated as of October 1, 1991 (herein called the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (unless otherwise specified on the face hereof under "Other Terms", expressed as percentages of the principal amount of this Note if this Note is an Original Issue Discount Note for federal income tax purposes only as shown on the face hereof and as percentages of the Amortized Face Amount of this Note if this Note is an Original Issue Discount Note subject to the "Special Provisions" below as shown on the face hereof) as set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the Person in whose name this Note is registered at such address as shall appear in the Security Register of the Company, on any Redemption Date so specified or occurring within any period so specified, as a whole or in part, at the election of the Company, at the applicable Redemption Price so specified, together in the case of any such redemption with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Note (or one or more predecessor Notes) at the close of business on the relevant Record Dates, referred to on the face hereof, all as provided in the Indenture. In the event of redemption of less than all of the principal of this Note, a new Note of this series and of like tenor of an authorized denomination representing the unredeemed portion of this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless otherwise on the face hereof under "Redemption Terms", this Note is not subject to any sinking fund. If an Event of Default with respect to Notes of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity 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 - 4 - 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. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal (and premium, if any) of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the 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 on the face hereof under "Other Terms", the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal - 5 - 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. All terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. SPECIAL PROVISIONS Unless otherwise indicated on the face hereof under "Other Terms", if this Note is an Original Issue Discount Fixed Rate Note subject to these Special Provisions, as indicated on the face hereof, the amount due and payable on this Note in the event that the principal amount hereof is declared due and payable prior to the Stated Maturity hereof or in the event that this Note is redeemed shall be the Amortized Face Amount (as defined below) of this Note or, in the case of redemption, the specified percentage of the Amortized Face Amount of this Note on the date such payment is due and payable as determined by the Company, plus, in each case, any accrued but unpaid "qualified stated interest" payments (as defined in the Treasury Regulations regarding original issue discount issued by the Treasury Department (the "Regulations")). The "Amortized Face Amount" of this Note shall be the amount equal to the sum of (i) the issue price (as defined below) of this Note and (ii) that portion of the difference between the issue price and the principal amount of this Note that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in effect on the issue date of this Note) at the date as of which the Amortized Face Amount is calculated. In no event can the Amortized Face Amount exceed the principal amount of this Note due at the Stated Maturity hereof. As used in the preceding sentence, the term "issue price" means the principal amount of this Note due at the Stated Maturity hereof less the Original Issue Discount of this Note specified on the face hereof. The term "Stated Yield" of this - 6 - Note means the Yield to Maturity specified on the face hereof for the period from the Original Issue Date of this Note specified on the face hereof, to the Stated Maturity hereof based on the issue price and stated redemption price at maturity hereof. - 7 - ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN--as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT--_______________Custodian_______________ (Cust) (Minor) under Uniform Gift to Minors Act ___________________________________________ (State) Additional abbreviations may be used though not in the above list. - 8 - FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - - - - - - - - - - - - - - - - - ---------------------------------- - - - - - - - - - - - - - - - - - ---------------------------------- - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- (Name and address of assignee, including zip code, must be printed or typewritten) - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney - - - - - - - - - - - - - - - - - ----------------------------------------------------------------------- to transfer said Note on the books of the within Company, with full power of substitution in the premises Dated --------------- -------------------------------- -------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in the City of New York or by a member of the New York Stock Exchange. - 9 - EX-4.3(E) 9 SPECIMEN - SERIES M FIXED RATE NOTE EXHIBIT 4.3(e) This Note is a Global Security within the meaning of the Indenture referred to herein and is registered in the name of a Depositary or a nominee of a Depositary. Unless this certificate is presented by an authorized representative of The 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 REGISTERED Principal Amount: No. MA- $ CUSIP No. U.S. BANCORP Medium-Term Note, Series M (Subordinated) (Global Fixed Rate Note) 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 (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 is not a Business Day, the principal otherwise payable on such date will be paid on the next day that is a Business Day with the same force and effect as if made on such Maturity Date, and no interest will accrue for the period from and after that 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 and no interest will accrue for the period from and after that Interest Payment Date or Redemption Date. Payment of the principal of (and premium, if any) and interest on this Note will be made at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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 (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. 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. - 2 - 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 - 3 - [Reverse Side of Note] U.S. BANCORP Medium-Term Note, Series M (Subordinated) (Global Fixed Rate Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture, dated as of October 1, 1991, as amended by a First Supplemental Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of Senior Indebtedness and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture referred to above, subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company, as defined in the Indenture, and each Holder of this Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this Note as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes. 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. - 4 - If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of all the Notes may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. Subject to the rights of holders of Senior Indebtedness of the Company set forth in this Note and as provided in the Indenture referred to above, no reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the 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 on the face hereof, under "Other Terms", the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. - 5 - 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. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. - 6 - ABBREVIATIONS The following abbreviations, when used in this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN--as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT--_______________Custodian_______________ (Cust) (Minor) under Uniform Gift to Minors Act __________________________________________ (State) Additional abbreviations may be used though not in the above list. - 7 - FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - - - - - - - - - - - - - - - - - ------------------------------- - - - - - - - - - - - - - - - - - ------------------------------- - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- (Name and address of assignee, including zip code, must be printed or typewritten) - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney - - - - - - - - - - - - - - - - - ----------------------------------------------------------------------- to transfer said Note on the books of the within Company, with full power of substitution in the premises Dated --------------- -------------------------------- -------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in the City of New York or by a member of the New York Stock Exchange. - 8 - EX-4.3(F) 10 SPECIMEN - SERIES M FLOATING RATE NOTE EXHIBIT 4.3(f) This Note is a Global Security within the meaning of the Indenture referred to herein and is registered in the name of a Depositary or a nominee of a Depositary. Unless this certificate is presented by an authorized representative of The 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 REGISTERED Principal Amount: No. MB- $ CUSIP No. U.S. Bancorp Medium-Term Note, Series M (Subordinated) (Global Floating Rate Note) ORIGINAL ISSUE DATE: MATURITY DATE: INITIAL INTEREST RATE: SPREAD: BASE RATE (and, if SPREAD MULTIPLIER: applicable, related Interest Periods): [ ]Commercial Paper Rate REDEMPTION TERMS: [ ]Federal Funds Rate [ ]LIBOR [ ]Prime Rate [ ]CD Rate [ ]Treasury Rate [ ]CMT Rate [ ]Other (see "Other Terms") OTHER TERMS: INDEX MATURITY: MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST RESET DATES: INTEREST PAYMENT DATES: 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 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, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Maturity Date shall be the immediately preceding Business Day. 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, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date or Redemption 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 at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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. 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 - 2 - Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the registered holder of the Note. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. - 3 - IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. U.S. BANCORP Dated: By____________________________ Vice President Attest________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture. CITIBANK, N.A., as Trustee By______________________________ Authorized Signatory Or by U.S. BANK TRUST NATIONAL ASSOCIATION, as Authenticating Agent By______________________________ Authorized Officer - 4 - [Reverse Side of Note] U.S. BANCORP Medium-Term Note, Series M (Subordinated) (Global Floating Rate Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture dated as of October 1, 1991, as amended by a First Supplemental Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of Senior Indebtedness and the Holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited principal amount. General The rate of interest for this Note will be determined by reference to one or more Base Rates specified on the face hereof, which may be adjusted by a Spread and/or Spread Multiplier. The "Spread" is the number of basis points, or one-hundredth of a percentage point, specified on the face hereof to be added or subtracted from the Base Rate specified on the face hereof. The "Spread Multiplier" is the percentage specified on the face hereof to be applied to the Base Rate specified on the face hereof. This Note may also have either or both of the following: (i) a Maximum Interest Rate, or ceiling, on the rate of interest which may accrue during any Interest Period; and (ii) a Minimum Interest Rate, or floor, on the rate of interest which may accrue during any Interest Period. Notwithstanding the foregoing, the interest rate per annum hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest is 25% per annum on a simple interest basis. This limit may not apply to Notes in which $2,500,000 or more has been invested. Commencing with the Interest Reset Date specified on the face hereof, first following the Original Issue Date specified on the face hereof, the rate at which this Note bears interest will be reset daily, weekly, monthly, quarterly, semi-annually or annually (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 - 5 - 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, except that in the case of a LIBOR Note, 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, Federal Funds Rate Note, Prime Rate Note, a CD Rate Note, or a CMT Rate Note (the "Commercial Paper Interest Determination Date", the "Federal Funds Interest Determination Date", the "Prime Interest Determination Date" the "CD Interest Determination Date", the "CMT Interest Determination Date", respectively) will be the second Business Day before the Interest Reset Date, and for LIBOR Notes, the second London Business Day before the Interest Reset Date. Unless otherwise specified on the face hereof under "Other Terms," the Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will be the day of the week on which Treasury Bills would normally be auctioned in the week in which such Interest Reset Date falls. Treasury Bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, but the auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, that Friday will be the Treasury Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an auction falls on a day that is an Interest Reset Date for a Treasury Rate Note, the Interest Reset Date will be the following Business Day. The Interest Determination Date for a Floating Rate Note, which interest rate is determined by two or more Base Rates, will be the latest Business Day which is at least two Business Days prior to the Interest Reset Date for such Floating Rate Note on which each Base Rate can be determined. - 6 - Unless otherwise specified on the face hereof under "Other Terms," interest payments on this Note on an Interest Payment Date will accrue from and including the most recent Interest Payment Date on which interest is paid or duly provided for, or if no interest is paid or duly provided for, the date will be from and including the Original Issue Date or any other date specified in the pricing supplement on which interest begins to accrue. Interest will accrue to, but excluding, the next Interest Payment Date, or if earlier, the date on which the principal is paid or duly made available for payment. Accrued interest is calculated by multiplying the face amount of this Note by the applicable accrued interest factor (the "Accrued Interest Factor"). This Accrued Interest Factor is the sum of the interest factors calculated for each day from the Original Issue Date or from the last date to which interest has been paid or duly provided for to the date for which accrued interest is being calculated. The interest factor for each such day is computed by dividing the annual interest rate, expressed as a decimal, applicable to that day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes, 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 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", if applicable, related to any Interest Determination Date on a Note having monthly, quarterly, semi-annual or annual Interest Reset Dates will be the tenth calendar day after such Interest Determination Date, or, if that day is not a Business Day, the following Business Day, and the "Calculation Date", if applicable, pertaining to any Interest Determination Date on a Note having daily or weekly Interest Reset Dates will be the second Business Day after such Interest Determination Date. 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) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)). All calculations of the Accrued Interest - 7 - 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 being rounded to .09876546 and .098765454 being rounded to .09876545). All dollar amounts used in or resulting from calculation on this Note will be rounded to the nearest cent, with one-half cent being rounded upward). Determination of Commercial Paper Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Commercial Paper Rate, this Note is a "Commercial Paper Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Commercial Paper Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Commercial Paper Interest Determination Date. Commercial Paper Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified in the applicable Pricing Supplement, "Commercial Paper Rate" means, for any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as described below) of the rate on that date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement as published in "Statistical Release H.15(519), Selected Interest Rates" or any successor publication of the Board of Governors of the Federal Reserve System ("H.15 (519)") under the heading "Commercial Paper -- Nonfinancial." The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above: (1) If the rate is not published by 3:00 p.m., New York City time, on the Calculation Date relating to the Commercial Paper Interest Determination Date, then the Commercial Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Interest Determination Date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement as set forth in the daily update of H.15(519), available through the worldwide website of the Board of Governors of the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or publication (H.15 Daily Update,) under the heading "Commercial Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the Calculation Date the rate is not published in either H.15(519) or the H.15 Daily Update, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the Commercial Paper Interest Determination Date, of three leading dealers of commercial paper in the City of New York selected by the Calculation Agent, after consultation with the Company, for commercial paper having the Index Maturity specified in the applicable Pricing Supplement placed for an industrial issuer whose bond rating is "AA," or the equivalent, from a nationally recognized securities rating agency; provided, however, that if the dealers selected by the Calculation Agent are not quoting as described above in this sentence, the Commercial Paper Rate in effect immediately - 8 - before the Commercial Paper Interest Determination Date will not change and will remain the Commercial Paper Rate in effect on the Commercial Paper Interest Determination Date. "Money Market Yield" shall be a yield calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 ----------------- 360 - (D x M) where "D" refers to the applicable per annum rate for the commercial paper, quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the interest period for which the interest is being calculated. Determination of Federal Funds Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Federal Funds Rate, this Note is a "Federal Funds Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Federal Funds Interest Determination Date. Federal Funds Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "Federal Funds Rate" means, for any Federal Funds Interest Determination Date, the rate on that date for Federal Funds as published in H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or any successor service, on page 120, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 120." The following procedures will be followed if the Federal Funds Rate cannot be determined as described above: (1) If the above rate is not published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Federal Funds Rate will be the rate published in H.15 Daily Update under the heading "Federal Funds (Effective);" (2) If neither of the above rates are published by 3:00 p.m., New York City time, on the Calculation Date for the Federal Funds Interest Determination Date, the Calculation Agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar Federal Funds arranged by three leading dealers of Federal Funds transactions in the City of New York selected by the Calculation Agent, after consultation with the Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest Determination Date; provided, however, that if the dealers selected by the Calculation Agent are not quoting as specified above in this sentence, the Federal Funds Rate in effect immediately before the Federal Funds Interest Determination Date will not change and will remain the Federal Funds Rate in effect on the Federal Funds Interest Determination Date. - 9 - Determination of LIBOR If the Base Rate specified on the face hereof with respect to any Interest Period is LIBOR, this Note is a "LIBOR Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be LIBOR, and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable LIBOR Interest Determination Date. LIBOR Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "LIBOR" will be determined by the Calculation Agent for each Interest Determination Date in accordance with the following provisions: (1) For any LIBOR Interest Determination Date, LIBOR will be the rates for deposits in U.S. dollars having the Index Maturity specified on the face hereof under "Other Terms," on the second London Business Day before the LIBOR Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other successor service, as of 11:00 a.m London time, on page 3750, or any other page as may replace the applicable page on that service; which is commonly referred to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will request that the principal London offices of each of four major banks in the London interbank market, selected by the Calculation Agent, after consultation with the Company, at approximately 11:00 a.m., London time, on the LIBOR Interest Determination Date provide the Calculation Agent with their offered quotation for deposits in U.S. dollars having the Index Maturity designated in the applicable Pricing Supplement on the second Business Day before the LIBOR Interest Reset Date, and in a principal amount, not less than U.S. $1,000,000, that in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time. If at least two quotations are provided, LIBOR for the LIBOR Interest Determination Date will be the arithmetic mean of those quotations; (3) If fewer than two quotations are provided, LIBOR will be determined for the applicable LIBOR Interest Determination Date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, by three major banks in the City of New York selected by the Calculation Agent, after consultation with the Company, for loans in U.S. dollars to leading European banks, having the Index Maturity specified on the face hereof, on the second London Business Day before the LIBOR Interest Reset Date and in a principal amount of not less than U.S. $1,000,000 that, in the judgment of the Calculation Agent, is representative of a single transaction in the market at that time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as specified above in this sentence, LIBOR in effect immediately before the LIBOR Interest Determination Date will not change and will remain the LIBOR in effect on such LIBOR Interest Determination Date. - 10 - Determination of Prime Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Prime Rate, this Note is a "Prime Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Prime Rate and the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Prime Interest Determination Date. Prime Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "Prime Rate" means, for any Prime Interest Determination Date, the rate on that date as published in H.15(519) under the heading "Bank Prime Loan." The following procedures will be followed if the Prime Rate cannot be determined as described in the previous sentence: (1) If the rate is not published prior to 9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will be the rate on that Prime Interest Determination Date as published in the H.15 Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date in either H.15(519) or the H.15 Daily Update, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on that Prime Interest Determination Date by at least three major banks in The City of New York selected by the Calculation Agent, after consultation with the Company. If the banks selected are not quoting as mentioned in the previous sentences, the Prime Rate will remain the Prime Rate for the immediately preceding Interest Reset Period, or if there was no Interest Reset Period, the rate of interest payable will be the Initial Interest Rate. Determination of the CD Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the CD Rate, this Note is a "CD Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the CD Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable CD Interest Determination Date. CD Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "CD Rate" means, for any CD Interest Determination Date, the rate on that date for negotiable certificates of deposit having the Index Maturity specified on the face hereof as this rate is published in H.15(519) under the heading "CD's (secondary market)." The following procedures will be followed if the CD Rate cannot be determined as described above: (1) If by 3:00 p.m., New York City time, on the Calculation Date related to the CD Interest Determination Date, this rate is not published in H.15(519), then the CD Rate shall be the rate on the CD Interest Determination Date for negotiable certificates of deposit of the Index Maturity specified on the face hereof and published in the H.15 - 11 - Daily Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York City time, on the Calculation Date, the rate is not published in either H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD Rate to be the arithmetic mean of the secondary market offered rates as of 3:00 p.m., New York City time, on the CD Interest Determination Date, of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in the City of New York selected by the Calculation Agent, after consultation with the Company, for negotiable certificates of deposit of major U.S. money market banks which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, and with a remaining maturity closest to the Index Maturity specified on the face hereof in denominations of $5,000,000; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as described above in this sentence, the CD Rate in effect immediately before that CD Interest Determination Date will not change and will remain the CD Rate in effect on that CD Interest Determination Date. Determination of Treasury Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the Treasury Rate, this Note is a "Treasury Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the Treasury Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Treasury Interest Determination Date . Treasury Rate Notes will be subject to the Minimum Interest Rate and Maximum Interest Rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "Treasury Rate" means, for any Treasury Interest Determination Date, the rate for the most recent auction of direct obligations of the United States ("Treasury Bills") having the Index Maturity specified on the face hereof as this rate is displayed on Bridge Telerate, Inc., or any successor service under the caption "Investment Rate" on page 56 or 57, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate page 56" or "Telerate Page 57," as the case may be, or if not published on Bridge Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the rate published in H.15 Daily Update under the heading "U.S. Government Securities/Treasury Bills/Auction High." The following procedures will be followed if the Treasury Rate cannot be determined as described above: (1) If not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for the Treasury Interest Determination Date, the Treasury Rate will be the bond equivalent yield of the auction rate of the applicable Treasury Bills on the Treasury Interest Determination Date as announced by the U.S. Department of the Treasury. If by 3:00 p.m., New York City time on the Calculation Date, the results of the auction of Treasury Bills having the Index Maturity designated above are not otherwise as provided above or if no auction is held in a particular week, then the Calculation Agent will calculate the Treasury Rate to be a Yield to Maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of 3:30 p.m. New York City time, on the Treasury Interest Determination Date, of three leading primary United States government securities - 12 - dealers 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 selected by the Calculation Agent are not quoting as described above in this sentence, the Treasury Rate in effect immediately before the Treasury Interest Determination Date will not change and will remain the Treasury Rate in effect on such Treasury Interest Determination Date. Determination of CMT Rate If the Base Rate specified on the face hereof with respect to any Interest Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to such Interest Period and the interest rate with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the CMT Rate and the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable CMT Interest Determination Date. CMT Rate Notes will be subject to the minimum interest rate and maximum interest rate, if any. Unless otherwise specified on the face hereof under "Other Terms," "CMT Rate" means, for any CMT Interest Determination Date, the rate reported on Bridge Telerate, Inc., or any successor service, under the heading "Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as may replace the applicable page on that service, which is commonly referred to as "Telerate Page 7051. The following procedures will be followed if the CMT Rate cannot be determine as described above: If the CMT Rate is not available by 3:00 p.m., New York City Time, on the Calculation Date pertaining to such CMT Interest Determination Date, the Calculation Agent will calculate the CMT Rate for the CMT Interest Determination Date which will be the bond equivalent yield to maturity of the arithmetic mean of the secondary market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT Interest Determination Date, reported, according to their written records, by three leading primary United States government securities dealers in the City of New York (the "Reference Dealers") selected by the Calculation Agent, after consultation with the Company, for the most recently issued direct noncallable fixed rate Treasury Bills with an original maturity approximately equal to the applicable Index Maturity; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described above in this sentence, the CMT Rate in effect immediately before the CMT Interest Determination Date will not change and will remain the CMT Rate then in effect on such CMT Interest Determination Date. Redemption If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (expressed as percentages of the principal amount of this Note) are set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the - 13 - 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 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 an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of all the Notes may (subject to the conditions set forth in the Indenture) be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. - 14 - 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 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 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 on the face hereof under "Other Terms," the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 or any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Note may have such additional or different terms as are set forth on the face hereof under "Other Terms." Any terms so set forth shall be deemed to modify and/or supersede, as necessary, any other terms set forth in this Note. This Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. - 15 - 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. - 16 - 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. - 17 - EX-4.3(G) 11 SPECIMEN - SERIES M OID ZERO COUPON NOTE EXHIBIT 4.3(g) REGISTERED This Note is a Global Security within the REGISTERED meaning of the Indenture, referred to herein Principal Amount: 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 CUSIP Trust Company (55 Water Street, New York, No. 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 No. MC- owner hereof, Cede & Co., has an interest herein. U.S. Bancorp Medium-Term Note, Series M (Subordinated) (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 day that is a Business Day with the same force and effect as if made on such Maturity Date and no interest will accrue for the period from or after that Maturity Date. In the event that any Redemption Date is not a Business Day, such Redemption Date shall be postponed to the next day that is a Business Day, and no interest will accrue for the period from or after that Redemption Date. Payment of principal and any interest or premium on this Note will be made in immediately available funds at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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 on the reverse side hereof) 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. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose. - 2 - IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: U.S. BANCORP By____________________________ Vice President Attest ______________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture. CITIBANK, N.A., as Trustee By______________________________ Authorized Signature Or by U.S. BANK TRUST NATIONAL ASSOCIATION, as Authenticating Agent By______________________________ Authorized Officer - 3 - [Reverse Side of Note] U.S. BANCORP Medium-Term Note, Series M (Subordinated) (Global Original Issue Discount Zero Coupon Note) This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes"), issued or to be issued in one or more series under an Indenture, dated as of October 1, 1991, as amended by a First Supplemental Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of Senior Indebtedness and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated herein. By the terms of the Indenture, additional Notes of this series and of other separate series, which may vary as to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in other respects as therein provided may be issued in an unlimited principal amount. The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture referred to above, subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company, as defined in the Indenture, and each Holder of this Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this Note as provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes. If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (unless otherwise specified on the face hereof under "Other Terms", expressed as percentages of the Amortized Face Amount of this Note) are set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the Person in whose name this Note is registered at such address as shall appear in the Security Register of the Company, on any Redemption Date so specified or occurring within any period so specified, as a whole or in part, at the election of the Company. In the event of redemption of less than all of the principal of this Note, a new Note of this series and of like tenor of an authorized denomination representing the unredeemed portion of this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless otherwise specified on the face hereof under "Redemption Terms", this Note is not subject to any sinking fund. If an Event of Default with respect to Notes 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 - 4 - 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 on the face hereof under "Other Terms", be the Amortized Face Amount of this Note or, in the case of redemption, the specified percentage of the Amortized Face Amount of this Note on the day such payment is due and payable, as determined by the Company, plus, in each case, any accrued but unpaid "qualified stated interest" payments (as defined in the Treasury Regulations regarding original issue discount issued by the Treasury Department (the "Regulations")). The "Amortized Face Amount" of this Note shall be the amount equal to the sum of (i) the issue price (as defined below) of this Note and (ii) that portion of the difference between the issue price and the principal amount of this Note that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in effect on the issue date of this Note) at the date as of which the Amortized Face Amount is calculated. In no event can the Amortized Face Amount exceed the principal amount of this Note due at the Stated Maturity hereof. As used in the preceding sentence, the term "issue price" means the principal amount of this Note due at the Stated Maturity hereof less the Original Issue Discount of this Note specified on the face hereof. The term "Stated Yield" of this Note means the Yield to Maturity specified on the face hereof for the period from the Original Issue Date of this Note specified on the face hereof, to the Stated Maturity hereof based on the issue price and stated redemption price at the maturity hereof. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the Holders of any Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and 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 - 5 - 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 obligation of the Company, which is absolute and unconditional, to pay the principal (and premium, if any) of this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal (and premium, if any) of this Note is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the 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 on the face hereof under "Other Terms", the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Note may have such additional or different terms as are set forth on the face hereof, under "Other Terms". Any terms so set forth shall be deemed to modify and/or supersede, as necessary, any other terms set forth in this Note. This Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. - 6 - 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 - EX-4.3(H) 12 SPECIMEN - SERIES M OID FIXED RATE NOTE EXHIBIT 4.3(h) REGISTERED This Note is a Global Security within the REGISTERED meaning of the indenture referred to herein Principal Amount and is registered in the name of a $ Depositary or a nominee of a Depositary. Unless this certificate is presented by an CUSIP authorized representative of The Depository No. 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 No. MD- owner hereof, Cede & Co., has an interest herein. U.S. Bancorp Medium-Term Note, Series M (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 SUBJECT TO "SPECIAL PROVISIONS" NOTE FOR FEDERAL INCOME TAX BELOW PURPOSES 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" on the reverse side hereof, if applicable), and to pay interest on such principal sum from the Original Issue Date shown above or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, on each February 1 and August 1 or such other dates, if any, as are specified under "Other Terms" above (the "Interest Payment Dates"), commencing with the Interest Payment Date immediately following the Original Issue Date, at the rate per annum equal to the Interest Rate shown above, until the principal hereof is paid or made available for payment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date, interest payments will be made on the Interest Payment Date following the next succeeding Regular Record Date. The interest so payable and punctually paid or duly provided for any Interest Payment Date will as provided in the Indenture be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date related to the Interest Payment Date, which shall, unless otherwise specified above under "Other Terms", be the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date; provided, however, that interest payable on the Maturity Date of this Note or any applicable Redemption Date shall be payable to the Person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder hereof on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holder of this Note not less than 10 days prior to such Special Record Date. In the event that any Maturity Date is not a Business Day, the principal otherwise payable on such date will be paid on the next day that is a Business Day with the same force and effect as if made on such Maturity Date, and no interest will accrue for the period from and after that 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, and no interest will accrue for the period from and after that Interest Payment Date or Redemption Date. Payment of the principal of (and premium, if any) and interest on this Note will be made at the corporate trust office of the Paying Agent, U.S. Bank Trust National Association, 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 on the reverse side hereof) of this Note if this Note is an Original Issue Discount Note subject to the "Special Provisions" set forth on the reverse side hereof 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 mailed to the registered holder of the Note. Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or obligatory for any purpose. - 2 - IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: U.S. BANCORP By____________________________ Vice President Attest ______________________________ Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein and issued pursuant to the within-mentioned Indenture. CITIBANK, NA., as Trustee By_______________________________ Authorized Signature Or by U.S. BANK TRUST NATIONAL ASSOCIATION, as Authenticating Agent By_______________________________ Authorized Officer - 3 - [Reverse Side of Note] U.S. Bancorp Medium-Term Note, Series M (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 on the face hereof under "Other Terms", expressed as percentages of the principal amount of this Note if this Note is an Original Issue Discount Note for federal income tax purposes only as shown on the face hereof and as percentages of the Amortized Face Amount of this Note if this Note is an Original Issue Discount Note subject to the "Special Provisions" below as shown on the face hereof) as set forth on the face hereof under "Redemption Terms", this Note is subject to redemption prior to the Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the Person in whose name this Note is registered at such address as shall appear in the Security Register of the Company, on any Redemption Date so specified or occurring within any period so specified, as a whole or in part, at the election of the Company, at the applicable Redemption Price so specified, together in the case of any such redemption with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Note (or one or more predecessor Notes) at the close of business on the relevant Record Dates, referred to on the face hereof, all as provided in the Indenture. In the event of redemption of less than all of the principal of this Note, a new Note of this series and of like tenor of an authorized denomination representing the unredeemed portion of this Note - 4 - will be issued in the name of the Holder hereof upon the cancellation hereof. Unless otherwise specified on the face hereof under "Redemption Terms", this Note is not subject to any sinking fund. If an Event of Default with respect to Notes of this series shall occur and be continuing, a lesser amount than the principal amount due at the Stated Maturity 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 obligation of the Company, which is absolute and unconditional, to pay the principal (and premium, if any) of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder hereof or his - 5 - attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Unless otherwise set forth on the face hereof under "Other Terms", the Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any amount in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Note may have such additional or different terms as are set forth on the face hereof, under "Other Terms". Any terms so set forth shall be deemed to modify and/or supersede, as necessary, any other terms set forth in this Note. This Note shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the respective meanings assigned to them in the Indenture. SPECIAL PROVISIONS Unless otherwise indicated on the face hereof under "Other Terms", if this Note is an Original Issue Discount Fixed Rate Note subject to these Special Provisions, as indicated on the face hereof, the amount due and payable on this Note in the event that the principal amount hereof is declared due and payable prior to the Stated Maturity hereof or in the event that this Note is redeemed shall be the Amortized Face Amount of this Note or, in the case of redemption, the specified percentage of the Amortized Face Amount of this Note on the date such payment is due and payable as determined by the Company, plus, in each case, any accrued but unpaid "qualified stated interest" payments (as defined in the Treasury Regulations regarding original issue discount issued by the Treasury Department (the "Regulations")). - 6 - The "Amortized Face Amount" of this Note shall be the amount equal to the sum of (i) the issue price (as defined below) of this Note and (ii) that portion of the difference between the issue price and the principal amount of this Note that has been amortized at the Stated Yield (as defined below) of this Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in effect on the issue date of this Note) at the date as of which the Amortized Face Amount is calculated. In no event can the Amortized Face Amount exceed the principal amount of this Note due at the Stated Maturity hereof. As used in the preceding sentence, the term "issue price" means the principal amount of this Note due at the Stated Maturity hereof less the Original Issue Discount of this Note specified on the face hereof. The term "Stated Yield" of this Note means the Yield to Maturity specified on the face hereof for the period from the Original Issue Date of this Note specified on the face hereof, to the Stated Maturity hereof based on the issue price and stated redemption price at maturity hereof. - 7 - ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common TEN ENT--as tenants by the entireties JT TEN--as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT--_______________Custodian_______________ (Cust) (Minor) under Uniform Gift to Minors Act ______________________________________ (State) Additional abbreviations may be used though not in the above list. - 8 - FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - - - - - - - - - - - - - - - - - -------------------------------- - - - - - - - - - - - - - - - - - -------------------------------- - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- (Name and address of assignee, including zip code, must be printed or typewritten) - - - - - - - - - - - - - - - - - -------------------------------------------------------------------------------- the within Note, and all rights thereunder, hereby irrevocably constituting and appointing Attorney - - - - - - - - - - - - - - - - - ----------------------------------------------------------------------- to transfer said Note on the books of the within Company, with full power of substitution in the premises Dated --------------- -------------------------------- -------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed by a commercial bank or trust company having its principal office or a correspondent in the City of New York or by a member of the New York Stock Exchange. - 9 - -----END PRIVACY-ENHANCED MESSAGE-----