UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

U.S. Bancorp

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		41-0255900
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Floating Rate Notes, Series CC (Senior), due May 21, 2028		New York Stock Exchange
4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032		New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-270467

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered

The securities to be registered hereby are €500,000,000 aggregate principal amount of floating rate notes, Series CC (Senior), due May 21, 2028 (the “2028 Notes) and €750,000,000 aggregate principal amount of 4.009% fixed-to-floating rate notes, Series CC (Senior), due May 21, 2032 (the “2032 Notes” and, together with the 2028 Notes, the “Notes”) of U.S. Bancorp (the “Company”). The description of the general terms and provisions of the applicable Notes set forth under (i) “Description of Notes” and “Certain United States Federal Income Tax Consequences” in the Prospectus Supplement dated April 21, 2023, as filed with the Securities and Exchange Commission (the “Commission”) on April 21, 2023 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”), to the Prospectus (the “Base Prospectus”), included in the Company’s registration statement on Form S-3ASR (File No. 333-270467), as filed with the Commission on March 10, 2023, and (ii) “Supplemental Description of the Notes” and “Supplemental United States Federal Income Tax Consequences” in the final Pricing Supplement dated May 14, 2024, as filed with the Commission on May 15, 2024, pursuant to Rule 424(b)(2) under the Act, are incorporated herein by reference.

Item 2. Exhibits

The following exhibits are filed as part of this Registration Statement and with the New York Stock Exchange LLC:

 

Exhibit No.		Description
4.1		Indenture dated as of October 1, 1991 between the Company and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 12, 1991).
4.2		First Supplemental Indenture dated as of April  21, 2017 between the Company and Citibank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2017).
4.3		Officers’ Certificate and Company Order, dated as of April  21, 2023, establishing the form and certain terms of the Medium-Term Notes, Series CC (Senior) (excluding exhibits thereto) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 21, 2023).
4.4		Form of Master Global Note, Series CC (Senior) (filed herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: May 21, 2024

 

Exhibit 4.4

This Master Global Note is a Global Security within the meaning of the Indenture referred to herein and is registered in the name of a common depositary (the “Depositary”) for Clearstream Banking, S.A., and Euroclear Bank SA/NV or a nominee of a Depositary. Unless this certificate is presented by an authorized representative of Elavon Financial Services DAC (“Elavon”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of USB Nominees (UK) Limited or in such other name as is requested by an authorized representative of Elavon (and any payment is made to USB Nominees (UK) Limited or to such other entity as is requested by an authorized representative of Elavon), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, USB Nominees (UK) Limited, has an interest herein.

Unless and until this security is exchanged in whole or in part for securities in definitive, certificated form, this security may not be transferred except as a whole by the Depositary to a nominee thereof or by a nominee thereof to the Depositary or another nominee of the Depositary or by the Depositary or a nominee of the Depositary to a successor of the Depositary or a nominee of such successor.

THIS MASTER GLOBAL NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND IS NOT AN OBLIGATION OF OR GUARANTEED BY U.S. BANCORP OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF U.S. BANCORP.

THIS MASTER GLOBAL NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF U.S. BANCORP.

 

REGISTERED		U.S. Bancorp
No. CCE-1		Medium-Term Note, Series CC (Senior) (Master Global Note)

This Master Global Note is a “master note,” which term means a Global Note that provides for incorporation therein of the terms and provisions of Debt Obligations by reference to the applicable Pricing Supplements, substantially as contemplated herein.

U.S. Bancorp (the “Issuer”), a corporation duly organized and existing under the laws of Delaware, for value received, hereby promises to pay to USB Nominees (UK) Limited or its registered assigns: (i) on each principal payment date, including each amortization date, redemption date, repayment date, stated maturity date, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by Elavon Financial Services DAC, UK Branch or such other paying agent as designated in the applicable pricing supplement (the “Paying Agent”) or the Trustee) as being evidenced by this Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of the specified currency or U.S. dollars, as applicable, to the registered owner, or immediately available funds or the equivalent to a party as authorized by the registered owner and in the currency other than U.S. dollars as provided for in each such obligation, by the applicable Paying Agent without the necessity of presentation and surrender of this Master Global Note.

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

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

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Master Global Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

[Signature Page to Master Global Note, Senior]

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

 

				U.S. BANCORP
Dated: May 21, 2024
				By:
						Name: Luke R. Wippler
						Title: Executive Vice President and Treasurer
				Attest:
						Name: Matthew B. Krush
						Title: Senior Vice President and 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:
		Name: Denia Larios
		Title: GCT Relationship Manager

[Signature Page to Master Global Note, Senior]

(Reverse Side of Note)

This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of the Issuer’s unsecured medium-term notes, Series CC due nine months or more from the date of issue (“Series CC”), all issued or to be issued under and pursuant to an Indenture dated as of October 1, 1991, as amended by a First Supplemental Indenture, dated as of April 21, 2017 (as so amended, and as the same may be further amended or supplemented from time to time, the “Indenture”), duly executed and delivered by the Issuer to Citibank, N.A., as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto (including the Issuer’s Officers’ Certificate and Company Order, dated April 21, 2023 (the “Officers’ Certificate”), with respect to, among other things, the establishment of Medium-Term Notes, Series CC (Senior)) reference is hereby made for a description of the rights, duties and immunities thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. For purposes hereof, references herein to the Indenture include the Indenture, as supplemented by the Officers’ Certificate. As provided in the Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the Indenture provided or permitted. The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness of the Issuer issued under Series CC are unlimited.

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

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

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

Beneficial interests in the Debt Obligations evidenced by this Master Global Note are exchangeable for definitive notes in registered form, of like tenor and of an equal aggregate principal amount, only if (a) (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for this Master Global Note, or (ii) if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if then required by applicable law or regulation, and in either case, a successor depositary is not appointed by the Issuer within 90 days after receiving notice or becoming aware the Depositary is unwilling or unable to continue as Depositary or is no longer so registered; (b) in the case of any other registered global note if (i) the clearing system(s) through which the notes are cleared and settled is closed for business for a continuous period of 14 days, other than by reason of holidays, statutory or otherwise; or (ii) the clearing system(s) through which the notes are cleared and settled announces an intention to cease business permanently or does in fact do so; (c) the Issuer in its sole discretion elects to issue definitive notes; or (d) after the occurrence of an Event of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial owners representing a majority in principal amount of such Debt Obligation advise the Depositary or other clearing system(s) through its participants to cease acting as depositary for such Debt Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation that are exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive notes in registered form, of like tenor and of an equal aggregate principal amount, in Minimum Denominations of €100,000 or integral multiples of €1,000 in excess thereof, unless otherwise specified in the applicable Pricing Supplement. Such definitive notes shall be registered in the name or names of such person or persons as the Depositary shall instruct the Security Registrar.

 

3

Prior to due presentment of this Master Global Note for registration of transfer, the Issuer, the Trustee or any agent of the Issuer or the Trustee may treat the holder in whose name this Master Global Note is registered as the owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary except as required by applicable law.

 

4

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

 

 

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

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

 

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

 

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U.S. BANCORP

RIDER TO MASTER GLOBAL NOTE DATED MAY 21, 2024

Medium-Term Notes, Series CC (Senior)

This RIDER forms a part of and is incorporated into the Master Global Note dated May 21, 2024, of U.S. Bancorp (the “Issuer”) registered in the name of USB Nominees (UK) Limited, or its registered assigns, evidencing the Issuer’s Debt Obligations.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF SUCH MASTER GLOBAL NOTE (TOGETHER WITH THIS RIDER, HEREIN REFERRED TO AS THIS “MASTER GLOBAL NOTE”) SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE OR APPLICABLE PAYING AGENT, WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED APRIL 21, 2023, AND PROSPECTUS DATED MARCH 10, 2023 (EACH, AS IT MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE OF DEBT OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION AND NOTATED ON ANNEX A HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

The Trustee or the applicable Paying Agent (or other appropriate party under the Indenture) shall make appropriate entries to identify and reflect the issuance of any Debt Obligation represented by this Master Global Note and shall enter additional information with respect to such Debt Obligation, all in accordance with the Indenture and the instructions of the Issuer. In addition, the Security Registrar shall enter each Debt Obligation in the Security Register maintained by the Security Registrar, and the Trustee or applicable Paying Agent (or other appropriate party under the Indenture) shall make an appropriate notation in its records to reflect the issuance of any Debt Obligation represented by this Master Global Note.

Section 1. Defined Terms.

Unless otherwise defined herein, all terms used in this Master Global Note which are defined in the Indenture and/or the Pricing Supplement shall have the respective meanings assigned to them in the Indenture and/or the Pricing Supplement, as applicable.

Section 2. General.

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

This Master Global Note may have such additional or different terms as are set forth in the applicable Pricing Supplement(s) with respect to each Debt Obligation. Any terms so set forth shall be deemed to add to, modify and/or supersede, as necessary, any other terms set forth in this Master Global Note, and in the case of any conflict between the terms and provisions of the applicable Pricing Supplement and the terms and provisions herein, the terms and provisions of the applicable Pricing Supplement shall control with respect to the relevant Debt Obligation. Without limiting the foregoing, in the case of each Debt Obligation, holders of beneficial interests in this Master Global Note are directed to the applicable Pricing Supplement for a description of terms and provisions of such Debt Obligation.

 

6

Section 3. Payments of Principal and Interest.

Determinations relating to the interest rate payable on a Debt Obligation, if any, shall be made, and interest, if any, payable on a Debt Obligation shall be calculated, as set forth in the applicable Pricing Supplement. Principal, premium, if any, and interest, if any, on Debt Obligations shall be paid on the dates, to the persons and in the manner described in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the Issuer shall pay on the Maturity date of each Debt Obligation, together with any premium thereon, upon any applicable Redemption Date, and to pay interest on such principal sum from the original issue date of such Debt Obligation (the “Original Issue Date”), except as otherwise specified below, from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, on each applicable Interest Payment Date, commencing with the Interest Payment Date immediately following the Original Issue Date, at the applicable rate, until the principal of Debt Obligation is paid or made available for payment; provided, however, that if the Original Issue Date is between a Regular Record Date and an Interest Payment Date, interest payments will be made on the Interest Payment Date following the next succeeding Regular Record Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Master Global Note (or one or more predecessor Master Global Notes) is registered at the close of business on the Regular Record Date related to the Interest Payment Date, which, unless otherwise specified in the applicable Pricing Supplement, shall be the fifteenth calendar day (whether or not a Business Day) immediately preceding each Interest Payment Date; provided, however, that interest payable on the Maturity date of any Debt Obligation or any applicable Redemption Date or repayment date shall be payable to the Person to whom principal shall be payable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder of this Master Global Note on such Regular Record Date and may be paid to the Person in whose name this Master Global Note (or one or more predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the holder of this Master Global Note not less than 10 days prior to such Special Record Date. In the event that any Maturity date or Redemption Date or repayment date is not a Business Day, the principal otherwise payable on such date will be paid on the next day that is a Business Day with the same force and effect as if made on such Maturity date or Redemption Date or repayment date, as applicable. In the event that any Interest Payment Date other than any Maturity date or Redemption Date or repayment date is not a Business Day, such Interest Payment Date shall be the next day that is a Business Day, provided that, in the case of a CORRA note, EURIBOR note, SONIA rate note or a SOFR note, if such Business Day is in the next calendar month, such Interest Payment Date shall be the immediately preceding Business Day, in each case, unless the applicable Pricing Supplement specifies otherwise. Payment of the principal of (and premium, if any) and interest on this Master Global Note will be made to the Depositary, or its nominee, as the registered owner of this Master Global Note representing the Debt Obligations. Unless the applicable Pricing Supplement specifies otherwise, a holder of this Master Global Note holding $10,000,000 (or the equivalent of $10,000,000 in a currency other than U.S. dollars) or more in aggregate principal amount of the Debt Obligations shall be entitled to receive payments by wire transfer of immediately available funds, but only if appropriate wire transfer instructions have been received in writing by the applicable Paying Agent not later than the Regular Record Date. Unless the applicable Pricing Supplement specifies otherwise, payment of the principal, premium, if any, and interest on this Master Global Note due on the Maturity date or any applicable Redemption Date or repayment date will be made in immediately available funds.

 

7

For purposes of this Master Global Note, unless the applicable Pricing Supplement specifies otherwise, the term “Business Day” means any day, other than a Saturday or Sunday, (i) that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close (a) for all notes, in the City of New York, or (b) for any note denominated in a specified currency other than U.S. dollars, euro or pounds sterling, in the principal financial center of the country of the specified currency; (ii) for any note denominated in euro or any note with a base rate of EURIBOR, a day that also is a day on which the real-time gross settlement system operated by the Eurosystem, or any successor or replacement system (the “T2 system”), is open for the settlement of payment in euro (a “T2 Business Day”); and (iii) for any note denominated in pounds sterling or any note with a base rate of SONIA, a day that also is a day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London (a “London banking day”).

The principal of and any premium and interest on the Debt Obligations under this Master Global Note are payable by the Issuer in the currency specified in the applicable Pricing Supplement. If the specified currency is other than U.S. dollars, the Issuer will (unless otherwise specified in the applicable Pricing Supplement) arrange to convert all payments in respect of the applicable Debt Obligations under this Master Global Note into U.S. dollars in the manner described in the following paragraph. If the specified currency is other than U.S. dollars, the holder may (if so indicated in the applicable Pricing Supplement) elect to receive all payments in respect of applicable Debt Obligations under this Master Global Note in the specified currency by delivery of a written notice to the Trustee or the applicable Paying Agent not later than fifteen Business Days prior to the applicable payment date in the manner described in the applicable Pricing Supplement. That election will remain in effect until revoked by written notice to the Trustee or Paying Agent received no later than fifteen calendar days prior to the applicable payment date.

In case the specified currency is other than U.S. dollars, the amount of any U.S. dollar payment will be based on the bid quoted by an exchange rate agent as of 11:00 a.m., London time, on the second Business Day preceding the applicable payment date for the purchase of U.S. dollars with the specified currency for settlement on the payment date of the aggregate amount of the specified currency payable to the holder of this Master Global Note. If this bid quotation is not available, the Issuer will obtain (or cause to be obtained) a bid quotation from a leading foreign exchange bank in London or New York City selected by the Issuer. If such bid quotation is not available, payment of the aggregate amount due to the holder on the payment date will be in the specified currency, unless the applicable specified currency is unavailable due to the imposition of exchange controls or other circumstances beyond the Issuer’s control.

All currency exchange costs will be shared pro rata among the holders of beneficial interests in the applicable Debt Obligations represented by this Master Global Note receiving U.S. dollar payments in the proportion of their respective holdings by deductions from the amounts payable on the Debt Obligations.

If payment on any Debt Obligation represented by this Master Global Note is required to be made in a currency other than U.S. dollars and that currency is unavailable due to the imposition of exchange controls or other circumstances beyond the Issuer’s control, or is no longer used by the government of the relevant country or is no longer used for the settlement of transactions by public institutions of or within the international banking community (and is not replaced by another currency), then, unless otherwise specified in the applicable Pricing Supplement, all payments will be made in U.S. dollars on the basis of the market exchange rate (as defined below) on the second Business Day before that payment is due, or if such rate is not then available, on the basis of the most recently available market exchange rate for the applicable foreign currency on or before the date that payment is due or as determined by the Issuer in its sole discretion if the foregoing is impracticable. All currency exchange costs will be borne by the holder of this Master Global Note by deductions from such payments due such holder.

 

8

The “market exchange rate” means the noon U.S. dollar buying rate in the City of New York for cable transfers of the currency or currencies in which a payment on any note was to be made as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York, or as otherwise indicated in the applicable pricing supplement.

These provisions do not apply in the event that a specified currency is unavailable because it has been replaced by the euro. If the euro has been substituted for a specified currency, the Issuer may at its option, or will, if required by applicable law, without the consent of the holder of this Master Global Note or the beneficial owner of any affected Debt Obligation, pay the principal of, premium, if any, or interest, if any, on any note denominated in the specified currency in euro instead of the specified currency, in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty establishing the European Community, as amended by the Treaty on European Union. Any payment made in U.S. dollars or in euro as described above where the required payment is in an unavailable specified currency will not constitute a default or an event of default under the Indenture or any Debt Obligation.

In the event of an official redenomination of the specified currency, other than as a result of the European Monetary Union, such as by an official redenomination of any such specified currency that is a composite currency, the obligations of the Issuer with respect to payments on any affected Debt Obligations represented by this Master Global Note shall, in all cases, be deemed immediately following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable on any Debt Obligation as a result of any change in the value of the specified currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is itself officially redenominated.

Section 4. Redemption.

If possible Redemption Dates or periods within which Redemption Dates may occur and the related Redemption Prices (expressed as percentages of the principal amount of the applicable Debt Obligations) are set forth in the applicable Pricing Supplement, such Debt Obligations are subject to redemption prior to the Maturity date upon not less than 10 nor more than 60 days’ notice mailed to the Person in whose name this Master Global Note is registered at such address as shall appear in the Security Register of the Issuer, on any Redemption Date so specified or occurring within any period so specified, as a whole or in part, at the election of the Issuer, at the applicable Redemption Price so specified, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Redemption Date will be payable in the case of any such redemption to the holder of this Master Global Note (or one or more predecessor Notes) at the close of business on the relevant record dates referred to above, all as provided in the Indenture.

In the event of redemption of a Debt Obligation in part only, the unredeemed portion thereof shall be at least the minimum authorized denomination (the “Minimum Denomination”) specified in the applicable Pricing Supplement, or if no such Minimum Denomination is so specified, €100,000. No Notes of a principal amount of the Minimum Denomination or less will be redeemed in part. In the event of redemption of a Debt Obligation in part only, the unredeemed portion of that Debt Obligation shall continue to be represented by this Master Global Note and the applicable Pricing Supplement. The Trustee (or other appropriate party under the Indenture) shall note any such early redemption, whether in whole or in part, and the Security Registrar shall make appropriate modifications to the entry in the Security Register for the relevant Debt Obligation. Unless otherwise specified in the applicable Pricing Supplement, if less than all of a Debt Obligation is to be redeemed, the interests in such Debt Obligation to be redeemed shall be, for so long as this Master Global Note is held by the Depositary, selected in accordance with the procedures of the Depositary.

 

9

Unless the Issuer defaults in the payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the applicable Debt Obligations called for redemption.

If no optional Redemption Date(s) or periods within which Redemption Dates may occur are set forth in the applicable Pricing Supplement, such Debt Obligation may not be redeemed at the option of the Issuer prior to its Stated Maturity.

To the extent then required by applicable laws or regulations, Debt Obligations may not be redeemed prior to the applicable Stated Maturity without the requisite prior approval, if any, from applicable regulators.

Section 5. Sinking Funds.

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

Section 6. Payment of Additional Amounts.

If specified in the applicable Pricing Supplement, and in accordance with the terms and provisions thereof (including the exceptions and limitations set forth therein), the Issuer shall pay additional amounts to the beneficial owner of a Debt Obligation who is a “U.S. Alien,” as defined in the applicable Pricing Supplement, in order to ensure that every net payment on such Debt Obligation shall not be less, after deduction for any present or future tax, assessment or governmental charge of a Relevant Jurisdiction (as defined in the applicable Pricing Supplement) imposed by withholding with respect to the payment, than the amount then otherwise due and payable. For this purpose, unless otherwise specified in the applicable Pricing Supplement, a “net payment” means a payment by the Issuer or any Paying Agent, including payment of principal and interest, after deduction for any present or future tax, assessment, or other governmental charge of a Relevant Jurisdiction. These additional amounts shall constitute additional interest on a Debt Obligation.

Section 7. Redemption for Tax Reasons.

If specified in the applicable Pricing Supplement, and in accordance with the terms and provisions thereof, Debt Obligations of this series may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days’ prior written notice to the holder of this Master Global Note, if the Issuer has or may become obliged to pay additional amounts as a result of any change in (including any announced prospective change), or amendment to, the laws or regulations of a Relevant Jurisdiction affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date of the relevant Debt Obligation, and the Issuer determines that such obligation cannot be avoided by the use of reasonable measures then available to the Issuer.

Prior to transmitting or publishing any notice of redemption, the Issuer will deliver to the Trustee a certificate signed by the Chief Financial Officer or a Senior Vice President of the Issuer stating that the Issuer is entitled to redeem such Debt Obligation and that the conditions precedent to such redemption have occurred.

Unless otherwise specified in the applicable Pricing Supplement, a Debt Obligation so redeemed shall be redeemed at 100% of the principal amount of such Debt Obligation together with interest accrued to, but excluding, the Redemption Date. Unless the Issuer defaults in payment of the redemption price, on and after the Redemption Date, interest shall cease to accrue on the Notes called for redemption.

 

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Section 8. Principal Amount For Indenture Purposes.

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

Section 9. Modification and Waivers.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the holders of the notes of each series, including the holders of the Debt Obligations, to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the notes at the time Outstanding of each series to be affected and, for certain purposes, without the consent of the holders of any notes, including the holders of Debt Obligations, at the time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in aggregate principal amount of the Debt Obligations of each series at the time Outstanding, on behalf of the holders of all Debt Obligations of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Master Global Note shall be conclusive and binding upon such holder and upon all future holders of this Master Global Note and of any Master Global Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Master Global Note.

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

Section 10. Authorized Form and Denominations.

Unless otherwise set forth in the applicable Pricing Supplement, the Debt Obligations of this series are issuable only in fully registered form without coupons in denominations of €100,000 or any amount in excess of €100,000 which is an integral multiple of €1,000. As provided in the Indenture and subject to certain limitations therein set forth, Debt Obligations of this series are exchangeable for a like aggregate principal amount of Debt Obligations of this series and of like tenor of a different authorized denomination, as requested by the holder surrendering the same.

No service charge will be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Master Global Note is registered in the Security Register as the owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

 

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Section 11. Registration of Transfer.

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

Prior to due presentment for registration of transfer of this Master Global Note, the Issuer, the Trustee, Issuing Agent and Paying Agent, and any agent of the Issuer may treat the Person in whose name this Master Global Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Master Global Note be overdue, and neither the Issuer, the Trustee, Issuing Agent and Paying Agent, nor any such agent of the Issuer shall be affected by notice to the contrary.

Section 12. Events of Default.

Unless otherwise specified in the applicable Pricing Supplement, the Events of Default with respect to this Master Global Note, including for the Debt Obligations of Series CC evidenced hereunder, shall be as set forth in the Indenture, and, solely to the extent set forth in the Indenture, if an Event of Default with respect to a Debt Obligation of this series shall occur and be continuing, the principal of all such Debt Obligations under this Master Global Note 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.

Section 13. Governing Law.

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

 

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ANNEX A

 

Pricing Supplement (SEC Accession Number)

CUSIP Number and Title of Debt Obligation

Principal Amount of Debt Obligation

Original Issue Date

Decrease in Principal Amount

Increase in Principal Amount

Effective Date of Increase or Decrease

Trustee Notation