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                                                                     EXHIBIT 4.1


                                  U.S. BANCORP

     Up To $721,650,000 7.75% Junior Subordinated Debentures due May 1, 2031

                         Officers' Certificate Pursuant
                         to Section 3.1 of the Indenture

     Pursuant to authority expressly delegated by the Board of Directors of U.S.
Bancorp (the "Company") by resolutions duly adopted by the Board of Directors,
and pursuant to the Indenture referred to below, there is hereby established a
series of Securities (as that term is defined in the Indenture) pursuant to
Section 3.1 of the Junior Subordinated Indenture, dated as of November 15, 1996,
between the Company and Wilmington Trust Company, as Trustee (the "Indenture"),
the terms of which shall be as follows (capitalized terms not defined herein
shall have the meanings assigned to them in the Indenture):

          (1) The Securities of this series shall be known and designated as the
     "7.75% Junior Subordinated Debentures due May 1, 2031" of the Company (the
     "Debentures"). The Debentures initially shall be issued to USB Capital III,
     a Delaware statutory business trust (the "Trust"). The Trust Agreement for
     the Trust shall be the Amended and Restated Trust Agreement, dated as of
     May 4, 2001, among the Company, as Sponsor, Wilmington Trust Company, as
     Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the
     Administrative Trustees named therein (the "Trust Agreement"). The
     Guarantee will be issued pursuant to the Guarantee Agreement, dated as of
     May 4, 2001, between the Company and Wilmington Trust Company, as Guarantee
     Trustee.

          (2) The aggregate principal amount of Debentures which may be
     authenticated and delivered under the Indenture is $721,650,000 (except for
     Debentures authenticated and delivered upon registration of transfer of, or
     exchange for, or in lieu of, other Debentures pursuant to Section 3.4, 3.5,
     3.6, 9.6 or 11.6 of the Indenture).

          (3) The Debentures will be issued only in fully registered form and
     the authorized minimum denomination of the Debentures shall be $25 and any
     integral multiple of $25 in excess thereof.

          (4) The principal amount of the Debentures shall be payable in full on
     May 1, 2031 subject to and in accordance with the provisions of the
     Indenture.

          (5) The rate at which the Debentures shall bear interest will be 7.75%
     per annum; the date from which such interest shall accrue is May 4, 2001;
     the Interest Payment Dates (as defined in the Indenture) on which such
     interest shall be payable are February 1, May 1, August 1 and November 1 of
     each year, commencing August 1, 2001; and the Regular Record Dates (as
     defined in the Indenture) for the interest payable on any Interest Payment
     Date will be the business day preceding each Interest Payment Date,
     provided, however, in the event the Debentures are distributed to the
     holders of the Capital Securities (as defined below) of the Trust, the
     Regular Record Date for the Debentures shall be (i) in the case the
     Debentures are represented by one or more global securities, the business
     day next preceding such Interest Payment Date and (ii) in the case


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     the Debentures are not represented by one or more global securities, the
     date which is fifteen days next preceding such Interest Payment Date
     (whether or not a business day). The amount of interest payable for any
     period will be computed on the basis of a 360-day year comprised of twelve
     30-day months. The amount of interest payable for any period shorter than a
     full quarterly period will be computed on the basis of a 30-day month and,
     for periods of less than a month, the actual number of days elapsed per
     30-day month.

          (6) Interest will be payable to the person in whose name a Debenture
     (or one or more Predecessor Debentures) is registered at the close of
     business on the Regular Record Date next preceding the Interest Payment
     Date, except that, interest payable on the Stated Maturity of the principal
     of a Debenture shall be paid to the Person to whom principal is paid.

          (7) Interest on the Debentures shall be subject to deferral to the
     extent and in the manner provided in Section 3.11 of the Indenture at any
     one time or from time to time for a period not exceeding twenty (20)
     consecutive quarterly periods.

          (8) Payment of the principal of (and premium, if any) and interest on
     the Debentures will be made at the corporate trust office of Wilmington
     Trust Company in the City of New York, 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; provided, however, that at the
     option of the Company payment of interest may be made (i) by check mailed
     to the address of the Person entitled thereto as such address shall appear
     in the Securities Register or (ii) by wire transfer in immediately
     available funds at such place and to such account as may be designated by
     the Person entitled thereto as specified in the Securities Register. The
     office where Debentures may be presented or surrendered for payment and the
     office where Debentures may be surrendered for transfer or exchange and
     where notices and demands to or upon the Company in respect of the
     Debentures and the Indenture may be served shall be the corporate trust
     office of Wilmington Trust Company in the City of New York, New York. The
     Trustee shall act as Paying Agent.

          (9) The Debentures are redeemable at the option of the Company,
     subject to the terms and conditions of Article XI of the Indenture, at 100%
     of their principal amount plus accrued and unpaid interest:

          o    in whole or in part, on one or more occasions at any time on or
               after May 4, 2006 or

          o    in whole at any time if certain changes occur in tax or
               investment company laws and regulations, or in the treatment of
               the Trust's 7.75% Trust Preferred Securities (the "Capital
               Securities") for bank regulatory capital purposes (each such
               event, a "Special Event").

          If a Special Event has occurred and is continuing, and the Company
     cannot cure that event by some reasonable action, then the Company may
     redeem the Debentures within 90 days following the occurrence of the
     Special Event. A "Special Event" means



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     the occurrence of a "Tax Event", a "Regulatory Capital Event" or an
     "Investment Company Event".

          "Tax Event" means the receipt by the Company or the Trust of an
     opinion of tax counsel (which may be the Company's counsel or counsel of an
     Affiliate but not an employee and must be reasonably acceptable to the
     Property Trustee under the Trust) experienced in such matters, to the
     effect that, as a result of:

          o    any amendment to, or change (including any announced prospective
               change) in, the laws (or any regulations thereunder) of the
               United States or any political subdivision or taxing authority
               thereof or therein; or

          o    any court, governmental agency or regulatory authority
               interpreting or applying such laws or regulations,

          there is more than an insubstantial risk that:

          o    the Trust is, or will be within 90 days of the date of such
               opinion, subject to United States federal income tax with respect
               to income received or accrued on the Debentures;

          o    interest payable by the Company on the Debentures is not, or
               within 90 days of the date of such opinion will not be,
               deductible, in whole or in part, by the Company, for United
               States federal income tax purposes; or

          o    the Trust is, or will be within 90 days of the date of such
               opinion, subject to more than a de minimis amount of other taxes,
               duties or other governmental charges.

          "Regulatory Capital Event" means the reasonable determination by the
     Company that, as a result of:

          o    any amendment to, or change (including any announced prospective
               change) in, the laws (or any regulations thereunder) of the
               United States; or

          o    any official or administrative pronouncement or action or
               judicial decision for interpreting or applying such laws or
               regulations,

     which amendment or change is effective or pronouncement or decision is
     announced on or after the date of original issuance of the Capital
     Securities, there is more than an insubstantial risk of impairment of the
     Company's ability to treat the Capital Securities (or any substantial
     portion thereof) as Tier 1 capital (or its then equivalent) for purposes of
     the capital adequacy guidelines of the Federal Reserve in effect and
     applicable to the Company.

          "Investment Company Event" means the receipt by the Company and the
     Trust of an opinion of an independent counsel experienced in matters
     relating to investment companies, to the effect that, as a result of the
     occurrence of:


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          o    a change in law or regulation; or

          o    a change in interpretation or application of law or regulation by
               any legislative body, court, governmental agency or regulatory
               authority (a "Change in 1940 Act Law"),

     there is more than an insubstantial risk that the Trust is or will be
     considered an "investment company" that is required to be registered under
     the Investment Company Act of 1940, which Change in 1940 Act Law becomes
     effective on or after the date of original issuance of the Capital
     Securities.

          (10) The Debentures shall not be subject to any sinking fund or
     analogous provisions.

          (11) The Debentures shall be substantially in the form of Annex A
     attached hereto, with such modifications thereto as may be approved by the
     authorized officer executing the same. The Trust Agreement shall be
     substantially in the form of Annex B attached hereto, with such
     modifications thereto as may be approved by the authorized officer
     executing the same. The Guarantee Agreement shall be substantially in the
     form of Annex C attached hereto, with such modifications thereto as may be
     approved by the authorized officer executing the same.

          (12) The subordination provisions of Article XIII of the Indenture
     shall apply.

          (13) With respect to the Debentures, the following amendments to the
     Indenture shall apply:

               (a) The following language shall be added to the end of the
          definitions of "Senior and Subordinated Debt":

               "or any obligations in respect of debt securities issued to any
               trust, or a trustee of such trust, partnership or other entity
               affiliated with the Company that is a financing entity of the
               Company in connection with the issuance by such financing entity
               of securities that are similar to the Capital Securities."

               (b) The following language shall be added to the end of Section
          10.6:

               "The Company, in its capacity as issuer, also covenants to pay
               all debts and obligations (other than with respect to the Capital
               and Common Securities) and all costs and expenses of each Trust
               and to pay any and all taxes, duties, assessments or governmental
               charges of whatever nature (other than withholding taxes) imposed
               on the Trust by the United States or any other taxing authority,
               so that the net amounts received and retained by the Trust and
               the Property Trustee after paying such amounts will be equal to
               the amounts the Trust and the Property Trustee would have
               received had no such amounts been incurred or imposed on the
               Trust. The obligations of the Company to pay such amounts shall
               constitute additional indebtedness and shall survive the
               satisfaction and discharge of this Indenture."




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     IN WITNESS WHEREOF, the undersigned have executed this Officers'
Certificate as of the 4th day of May, 2001.


                                       By:
                                          --------------------------------------
                                          Name:  Daryl N. Bible
                                          Title: Executive Vice President and
                                                 Treasurer




                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:





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