<PAGE>   1
                                                                     EXHIBIT 4.5










================================================================================







                               GUARANTEE AGREEMENT


                             DATED AS OF MAY 4, 2001


                                 BY AND BETWEEN


                                  U.S. BANCORP,
                                  AS GUARANTOR


                                       AND


                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE






================================================================================


<PAGE>   2




                            CROSS REFERENCE TABLE(1)

<TABLE>
<CAPTION>
Section of Trust                                                                  Section of
Indenture Act of                                                                   Guarantee
1939, as amended                                                                   Agreement
----------------                                                                  ------------
<S>                                                                               <C>
310(a)..........................................................................        4.1(a)
310(b)..........................................................................   2.8; 4.1(c)
310(c)..........................................................................  Inapplicable
311(a)..........................................................................        2.2(b)
311(b)..........................................................................        2.2(b)
311(c)..........................................................................  Inapplicable
312(a)..........................................................................   2.2(a); 2.9
312(b)..........................................................................   2.2(b); 2.9
312(c)..........................................................................           2.9
313(a)..........................................................................           2.3
313(b)..........................................................................           2.3
313(c)..........................................................................           2.3
313(d)..........................................................................           2.3
314(a)..........................................................................           2.4
314(b)..........................................................................  Inapplicable
314(c)..........................................................................           2.5
314(d)..........................................................................  Inapplicable
314(e)..........................................................................           2.5
314(f)..........................................................................  Inapplicable
315(a)..........................................................................3.1(d); 3.2(a)
315(b)..........................................................................        2.7(a)
315(c)..........................................................................        3.1(c)
315(d)..........................................................................        3.1(d)
316(a)..........................................................................   2.6; 5.4(a)
316(b)..........................................................................           5.3
316(c)..........................................................................  Inapplicable
317(a)..........................................................................          2.10
317(b)..........................................................................  Inapplicable
318(a)..........................................................................        2.1(b)
</TABLE>

------------
(1) This Cross-Reference Table does not constitute part of the Agreement and
    shall not have any bearing upon the interpretation of any of its terms or
    provisions.

<PAGE>   3




                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>     <C>                  <C>                                                           <C>
ARTICLE 1 INTERPRETATION AND DEFINITIONS..............................................       1

        SECTION 1.1.         Interpretation and Definitions...........................       1

ARTICLE 2 TRUST INDENTURE ACT.........................................................       4

        SECTION 2.1.         Trust Indenture Act; Application.........................       4

        SECTION 2.2.         Lists of Holders of Securities...........................       4

        SECTION 2.3.         Reports by Guarantee Trustee.............................       5

        SECTION 2.4.         Periodic Reports to Guarantee Trustee....................       5

        SECTION 2.5.         Evidence of Compliance with Conditions Precedent.........       5

        SECTION 2.6.         Guarantee Event of Default; Waiver.......................       5

        SECTION 2.7.         Guarantee Event of Default; Notice.......................       6

        SECTION 2.8.         Conflicting Interests....................................       6

        SECTION 2.9.         Disclosure of Information................................       6

        SECTION 2.10.        Guarantee Trustee May File Proofs of Claim...............       6

ARTICLE 3 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE..............................       6

        SECTION 3.1.         Powers and Duties of Guarantee Trustee...................       6

        SECTION 3.2.         Certain Rights of Guarantee Trustee......................       8

ARTICLE 4 GUARANTEE TRUSTEE...........................................................      10

        SECTION 4.1.         Guarantee Trustee; Eligibility...........................      10

        SECTION 4.2.         Appointment, Removal and Resignation of Guarantee Trustee      10

ARTICLE 5 GUARANTEE   11

        SECTION 5.1.         Guarantee................................................      11

        SECTION 5.2.         Waiver of Notice and Demand..............................      11

        SECTION 5.3.         Obligations Not Affected.................................      12
</TABLE>



<PAGE>   4

<TABLE>
<S>     <C>                  <C>                                                           <C>
        SECTION 5.4.         Rights of Holders........................................      13

        SECTION 5.5.         Guarantee of Payment.....................................      13

        SECTION 5.6.         Subrogation..............................................      13

        SECTION 5.7.         Independent Obligations..................................      13

ARTICLE 6 LIMITATION OF TRANSACTIONS; SUBORDINATION...................................      14

        SECTION 6.1.         Limitation of Transactions...............................      14

        SECTION 6.2.         Ranking..................................................      14

        SECTION 6.3.         Subordination of Common Securities.......................      14

ARTICLE 7 TERMINATION 14

        SECTION 7.1.         Termination..............................................      14

ARTICLE 8 INDEMNIFICATION.............................................................      15

        SECTION 8.1.         Indemnification..........................................      15

ARTICLE 9 MISCELLANEOUS...............................................................      15

        SECTION 9.1.         Successors and Assigns...................................      15

        SECTION 9.2.         Amendments...............................................      15

        SECTION 9.3.         Notices..................................................      15

        SECTION 9.4.         Benefit..................................................      16

        SECTION 9.5.         Governing Law............................................      17
</TABLE>



<PAGE>   5



                               GUARANTEE AGREEMENT


     This GUARANTEE AGREEMENT (the "Guarantee"), dated as of May 4, 2001, is
executed and delivered by U.S. BANCORP, a Delaware corporation (the
"Guarantor"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Securities (as defined herein) of USB CAPITAL
III, a Delaware statutory business trust (the "Trust").

                                    RECITALS

     WHEREAS, pursuant to the Trust Agreement (as defined herein), the Trust may
issue up to $700,000,000 aggregate liquidation amount of capital securities,
having a liquidation amount of $25 per security and designated the "7.75% Trust
Preferred Securities" of the Trust (the "Capital Securities") and up to
$21,650,000 aggregate liquidation amount of common securities, having a
liquidation amount of $25 per security and designated the "7.75% Common
Securities" of the Trust (the "Common Securities" and, together with the Capital
Securities, the "Securities");

     WHEREAS, as incentive for the Holders to purchase the Securities, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth in this Guarantee, to pay to the Holders of the Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein; and

     WHEREAS, if a Trust Enforcement Event (as defined herein) has occurred and
is continuing, the rights of holders of the Common Securities to receive
Guarantee Payments (as defined herein) under this Guarantee are subordinated to
the rights of Holders of Capital Securities to receive Guarantee Payments under
this Guarantee;

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE 1

                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1. Interpretation and Definitions. In this Guarantee, unless the
context otherwise requires:

          (a) capitalized terms used in this Guarantee but not defined in the
     preamble above have the respective meanings assigned to them in this
     Section 1.1;

          (b) a term defined anywhere in this Guarantee has the same meaning
     throughout;

          (c) all references to "the Guarantee" or "this Guarantee" are to this
     Guarantee as modified, supplemented or amended from time to time;



<PAGE>   6


          (d) all references in this Guarantee to Articles, Sections and
     Recitals are to Articles, Sections and Recitals of this Guarantee, unless
     otherwise specified;

          (e) unless otherwise defined in this Guarantee, a term defined in the
     Trust Indenture Act has the same meaning when used in this Guarantee;

          (f) a reference to the singular includes the plural and vice versa and
     a reference to any masculine form of a term shall include the feminine form
     of a term, as applicable; and

          (g) the following terms have the following meanings:

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" has the meaning specified in the Trust Agreement.

     "Capital Securities" has the meaning specified in the Recitals hereto.

     "Common Securities" has the meaning specified in the Recitals hereto.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Guarantor.

     "Corporate Trust Office" means the principal office of the Guarantee
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Guarantee is located
at 1100 North Market, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration.

     "Debentures" means the series of junior subordinated debentures to be
issued by U.S. Bancorp designated the "7.75% Junior Subordinated Debentures due
May 1, 2031", held by the Property Trustee as defined in the Trust Agreement.

     "Global Security" means a fully registered, global Capital Security, as
defined in the Indenture, representing the Capital Securities.

     "Guarantee Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid by or on
behalf of the Trust: (i) any accumulated and unpaid Distributions (as defined in
the Trust Agreement) that are required to be paid on such Securities to the
extent the Trust has sufficient funds available therefor at the time, (ii) the
redemption price, including all accumulated and unpaid Distributions to the date
of redemption, with respect to any Securities called for redemption by the
Trust, to the extent the Trust shall have sufficient funds available therefor at
the time or (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of the Trust (other than in connection with the distribution of
Debentures to the Holders in exchange for Securities as provided in the Trust
Agreement), the lesser of (a) the aggregate of the liquidation amount and all
accumulated and unpaid Distributions on the Securities to the date of payment,
to the extent



                                       2



<PAGE>   7


the Trust has sufficient funds available therefor and (b) the amount of assets
of the Trust remaining available for distribution to Holders in liquidation of
the Trust (in either case, the "Liquidation Distribution").

     "Guarantee Trustee" means Wilmington Trust Company, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee and thereafter means each such Successor
Guarantee Trustee.

     "Holder" means any holder of Securities, as registered on the books and
records of the Trust; provided, however, that, in determining whether the
Holders of the requisite percentage of Capital Securities have given any
request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor or any other obligor on the Capital
Securities.

     "Indenture" means the Indenture, dated as of November 15, 1996, by and
between U.S. Bancorp and Wilmington Trust Company, as Trustee, and by any
indenture supplemental thereto pursuant to which the Debentures are to be issued
to the Property Trustee, as defined in the Trust Agreement.

     "List of Holders" has the meaning assigned to it in Section 2.2 hereof.

     "Majority in Liquidation Amount" means, except as provided in the terms of
the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities, voting together as a single class, or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities, voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class. In determining whether the
Holders of the requisite amount of Securities have voted, Securities which are
owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on
the Securities shall be disregarded for the purpose of any such determination.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed on behalf of such Person by two Authorized Officers (as defined in the
Trust Agreement) of such Person. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Guarantee shall include:

          (i) a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (ii) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer on behalf of such Person in
     rendering the Officers' Certificate;

          (iii) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer on behalf of such Person to express an informed opinion as to
     whether or not such covenant or condition has been complied with; and



                                       3



<PAGE>   8

          (iv) a statement as to whether, in the opinion of each such officer
     acting on behalf of such Person, such condition or covenant has been
     complied with.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Redemption Price" has the meaning specified in the Trust Agreement.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer with direct responsibility for the administration of this Guarantee and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

     "Securities" has the meaning specified in the Recitals hereto.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Agreement" means the Amended and Restated Trust Agreement, dated as
of the date hereof, as amended, modified or supplemented from time to time,
among the trustees of the Trust named therein, the Guarantor, as sponsor, and
the Holders, from time to time, of undivided beneficial ownership interests in
the assets of the Trust.

     "Trust Enforcement Event" in respect of the Securities means an Indenture
Event of Default (as defined in the Indenture) has occurred and is continuing in
respect of the Debentures.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

                                   ARTICLE 2

                               TRUST INDENTURE ACT

     SECTION 2.1. Trust Indenture Act; Application. (a) This Guarantee is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Guarantee and shall, to the extent applicable, be governed by such
provisions.

          (b) If and to the extent that any provision of this Guarantee limits,
     qualifies or conflicts with the duties imposed by Sections 310 to 317,
     inclusive, of the Trust Indenture Act, such imposed duties shall control.

     SECTION 2.2. Lists of Holders of Securities. (a) The Guarantor shall
provide the Guarantee Trustee (i) except while the Capital Securities are
represented by one or more Global Securities, at least two Business Days prior
to the date for payment of Distributions, a list, in such form as the Guarantee
Trustee may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders") as of the record date relating to the payment of
such



                                       4



<PAGE>   9

Distributions, and (ii) at any other time, within 30 days of receipt by the
Guarantor of a written request from the Guarantee Trustee for a List of Holders
as of a date no more than 15 days before such List of Holders is given to the
Guarantee Trustee; provided that the Guarantor shall not be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Guarantee Trustee by the Guarantor. The
Guarantee Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it, provided
that the Guarantee Trustee may destroy any List of Holders previously given to
it on receipt of a new List of Holders.

          (b) The Guarantee Trustee shall comply with its obligations under
     Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.3. Reports by Guarantee Trustee. Within 60 days after May 15 of
each year (commencing with the year of the first anniversary of the issuance of
the Securities), the Guarantee Trustee shall provide to the Holders of the
Securities such reports as are required by Section 313 of the Trust Indenture
Act (if any) in the form and in the manner provided by Section 313 of the Trust
Indenture Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

     SECTION 2.4. Periodic Reports to Guarantee Trustee. The Guarantor shall
provide to the Guarantee Trustee such documents, reports and information as
required by Section 314(a) (if any) of the Trust Indenture Act and the
compliance certificate required by Section 314(a) of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314(a) of the Trust
Indenture Act, but in no event later than 120 days after the end of each
calendar year.

     SECTION 2.5. Evidence of Compliance with Conditions Precedent. The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.

     SECTION 2.6. Guarantee Event of Default; Waiver. The Holders of a Majority
in Liquidation Amount of the Capital Securities may, by vote or written consent,
on behalf of the Holders of all of the Securities, waive any past Guarantee
Event of Default and its consequences. Upon such waiver, any such Guarantee
Event of Default shall cease to exist, and any Guarantee Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Guarantee, but no such waiver shall extend to any subsequent or other default or
Guarantee Event of Default or impair any right consequent thereon.

     SECTION 2.7. Guarantee Event of Default; Notice. (a) The Guarantee Trustee
shall, within 90 days after the occurrence of a Guarantee Event of Default
actually known to a Responsible Officer of the Guarantee Trustee, transmit by
mail, first class postage prepaid, to the Holders of the Securities, notices of
all such Guarantee Events of Default, unless such defaults have been cured
before the giving of such notice; provided, that the Guarantee Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Guarantee Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.


                                       5



<PAGE>   10


          (b) The Guarantee Trustee shall not be deemed to have knowledge of any
     Guarantee Event of Default unless the Guarantee Trustee shall have received
     written notice thereof or a Responsible Officer of the Guarantee Trustee
     charged with the administration of this Guarantee Agreement shall have
     obtained actual knowledge thereof.

     SECTION 2.8. Conflicting Interests. The Trust Agreement shall be deemed to
be specifically described in this Guarantee for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

     SECTION 2.9. Disclosure of Information. The disclosure of information as to
the names and addresses of the Holders of the Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law, or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

     SECTION 2.10. Guarantee Trustee May File Proofs of Claim. Upon the
occurrence of a Guarantee Event of Default, the Guarantee Trustee is hereby
authorized to (a) recover judgment, in its own name and as trustee of an express
trust, against the Guarantor for the whole amount of any Guarantee Payments
remaining unpaid and (b) file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have its claims and those of the
Holders of the Securities allowed in any judicial proceedings relative to the
Guarantor, its creditors or its property.

                                   ARTICLE 3

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE


     SECTION 3.1. Powers and Duties of Guarantee Trustee.

          (a) This Guarantee shall be held by the Guarantee Trustee on behalf of
     the Trust for the benefit of the Holders of the Securities, and the
     Guarantee Trustee shall not transfer this Guarantee to any Person except a
     Holder of Securities exercising his or her rights pursuant to Section
     5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor
     Guarantee Trustee of its appointment to act as Successor Guarantee Trustee.
     The right, title and interest of the Guarantee Trustee in and to this
     Guarantee shall automatically vest in any Successor Guarantee Trustee, and
     such vesting and succession of title shall be effective whether or not
     conveyance documents have been executed and delivered pursuant to the
     appointment of such Successor Guarantee Trustee.

          (b) If a Guarantee Event of Default actually known to a Responsible
     Officer of the Guarantee Trustee has occurred and is continuing, the
     Guarantee Trustee shall enforce this Guarantee for the benefit of the
     Holders of the Securities.

          (c) The Guarantee Trustee, before the occurrence of any Guarantee
     Event of Default and after the curing of all Guarantee Events of Default
     that may have occurred, shall


                                       6


<PAGE>   11

     undertake to perform only such duties as are specifically set forth in this
     Guarantee, and no implied covenants shall be read into this Guarantee
     against the Guarantee Trustee. In case a Guarantee Event of Default has
     occurred (that has not been cured or waived pursuant to Section 2.6) and is
     actually known to a Responsible Officer of the Guarantee Trustee, the
     Guarantee Trustee shall exercise such of the rights and powers vested in it
     by this Guarantee, and use the same degree of care and skill in its
     exercise thereof, as a prudent person would exercise or use under the
     circumstances in the conduct of his or her own affairs.

          (d) No provision of this Guarantee shall be construed to relieve the
     Guarantee Trustee from liability for its own negligent action, its own
     negligent failure to act, or its own willful misconduct, except that:

               (i) prior to the occurrence of any Guarantee Event of Default and
          after the curing or waiving of all such Guarantee Events of Default
          that may have occurred:

                    (A) the duties and obligations of the Guarantee Trustee
               shall be determined solely by the express provisions of this
               Guarantee, and the Guarantee Trustee shall not be liable except
               for the performance of such duties and obligations as are
               specifically set forth in this Guarantee, and no implied
               covenants or obligations shall be read into this Guarantee
               against the Guarantee Trustee; and

                    (B) in the absence of bad faith on the part of the Guarantee
               Trustee, the Guarantee Trustee may conclusively rely, as to the
               truth of the statements and the correctness of the opinions
               expressed therein, upon any certificates or opinions furnished to
               the Guarantee Trustee and conforming to the requirements of this
               Guarantee; but in the case of any such certificates or opinions
               that by any provision hereof are specifically required to be
               furnished to the Guarantee Trustee, the Guarantee Trustee shall
               be under a duty to examine the same to determine whether or not
               they conform to the requirements of this Guarantee;

               (ii) the Guarantee Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer of the Guarantee
          Trustee, unless it shall be proved that the Guarantee Trustee was
          negligent in ascertaining the pertinent facts upon which such judgment
          was made;

               (iii) the Guarantee Trustee shall not be liable with respect to
          any action taken or omitted to be taken by it in good faith in
          accordance with the direction of the Holders of not less than a
          Majority in Liquidation Amount of the Securities relating to the time,
          method and place of conducting any proceeding for any remedy available
          to the Guarantee Trustee, or exercising any trust or power conferred
          upon the Guarantee Trustee under this Guarantee; and



                                       7



<PAGE>   12


               (iv) no provision of this Guarantee shall require the Guarantee
          Trustee to expend or risk its own funds or otherwise incur personal
          financial liability in the performance of any of its duties or in the
          exercise of any of its rights or powers, if the Guarantee Trustee
          shall have reasonable grounds for believing that the repayment of such
          funds or liability is not reasonably assured to it under the terms of
          this Guarantee or if the Guarantee Trustee shall have reasonable
          grounds for believing that an indemnity, reasonably satisfactory to
          the Guarantee Trustee, against such risk or liability is not
          reasonably assured to it under the terms of this Guarantee.

     SECTION 3.2. Certain Rights of Guarantee Trustee. (a) Subject to the
provisions of Section 3.1:

               (i) The Guarantee Trustee may conclusively rely, and shall be
          fully protected in acting or refraining from acting upon, any
          resolution, certificate, statement, instrument, opinion, report,
          notice, request, direction, consent, order, bond, debenture, note,
          other evidence of indebtedness or other paper or document believed by
          it to be genuine and to have been signed, sent or presented by the
          proper party or parties;

               (ii) Any direction or act of the Guarantor contemplated by this
          Guarantee shall be sufficiently evidenced by an Officers' Certificate;

               (iii) Whenever, in the administration of this Guarantee, the
          Guarantee Trustee shall deem it desirable that a matter be proved or
          established before taking, suffering or omitting any action hereunder,
          the Guarantee Trustee (unless other evidence is herein specifically
          prescribed) may, in the absence of bad faith on its part, request and
          conclusively rely upon an Officers' Certificate which, upon receipt of
          such request, shall be promptly delivered by the Guarantor;

               (iv) The Guarantee Trustee shall have no duty to see to any
          recording, filing or registration or any instrument (or any
          rerecording, refiling or re-registration thereof);

               (v) The Guarantee Trustee may consult with counsel, and the
          advice or opinion of such counsel with respect to legal matters shall
          be full and complete authorization and protection in respect of any
          action taken, suffered or omitted by it hereunder in good faith and in
          accordance with such advice or opinion. Such counsel may be counsel to
          the Guarantor or any of its Affiliates and may include any of its
          employees. The Guarantee Trustee shall have the right at any time to
          seek instructions concerning the administration of this Guarantee from
          any court of competent jurisdiction;

               (vi) The Guarantee Trustee shall be under no obligation to
          exercise any of the rights or powers vested in it by this Guarantee at
          the request or direction of any Holder, unless such Holder shall have
          provided to the Guarantee Trustee such security and indemnity,
          reasonably satisfactory to the Guarantee Trustee, against the costs,
          expenses (including attorneys' fees and expenses and the expenses of
          the Guarantee Trustee's agents, nominees or custodians) and
          liabilities that might


                                       8


<PAGE>   13


          be incurred by it in complying with such request or direction,
          including such reasonable advances as may be requested by the
          Guarantee Trustee; provided, that nothing contained in this Section
          3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the
          occurrence of a Guarantee Event of Default, of its obligation to
          exercise the rights and powers vested in it by this Guarantee;

               (vii) The Guarantee Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Guarantee Trustee, in
          its discretion, may make such further inquiry or investigation into
          such facts or matters as it may see fit;

               (viii) The Guarantee Trustee may execute any of the trusts or
          powers hereunder or perform any duties hereunder either directly or by
          or through agents, nominees, custodians or attorneys, and the
          Guarantee Trustee shall not be responsible for any misconduct or
          negligence on the part of any agent or attorney appointed with due
          care by it hereunder;

               (ix) Any action taken by the Guarantee Trustee or its agents
          hereunder shall bind the Holders, and the signature of the Guarantee
          Trustee or its agents alone shall be sufficient and effective to
          perform any such action. No third party shall be required to inquire
          as to the authority of the Guarantee Trustee to so act or as to its
          compliance with any of the terms and provisions of this Guarantee,
          both of which shall be conclusively evidenced by the Guarantee
          Trustee's or its agent's taking such action; and

               (x) Whenever in the administration of this Guarantee, the
          Guarantee Trustee shall deem it desirable to receive instructions with
          respect to enforcing any remedy or right or taking any other action
          hereunder, the Guarantee Trustee (i) may request written instructions
          from the Holders of a Majority in Liquidation Amount of the
          Securities, (ii) may refrain from enforcing such remedy or right or
          taking such other action until such written instructions are received
          and (iii) shall be protected in conclusively relying on or acting in
          accordance with such written instructions.

          (b) No provision of this Guarantee shall be deemed to impose any duty
     or obligation on the Guarantee Trustee to perform any act or acts or
     exercise any right, power, duty or obligation conferred or imposed on it in
     any jurisdiction in which it shall be illegal, or in which the Guarantee
     Trustee shall be unqualified or incompetent to act in accordance with
     applicable law, to perform any such act or acts or to exercise any such
     right, power, duty or obligation. No permissive power or authority
     available to the Guarantee Trustee shall be construed to be a duty.



                                       9


<PAGE>   14


                                   ARTICLE 4

                                GUARANTEE TRUSTEE

     SECTION 4.1. Guarantee Trustee; Eligibility.

          (a) There shall be at all times a Guarantee Trustee which shall:

               (i) not be an Affiliate of the Guarantor; and

               (ii) be a corporation organized and doing business under the laws
          of the United States of America or any state or territory thereof or
          of the District of Columbia, or a corporation or other Person
          permitted by the Securities and Exchange Commission to act as an
          institutional trustee under the Trust Indenture Act, authorized under
          such laws to exercise corporate trust powers, having a combined
          capital and surplus of at least 50 million U.S. dollars ($50,000,000),
          and subject to supervision or examination by federal, state,
          territorial or District of Columbia authority. If such corporation
          publishes reports of condition at least annually, pursuant to law or
          to the requirements of the supervising or examining authority referred
          to above, then, for the purposes of this Section 4.1(a)(ii), the
          combined capital and surplus of such corporation shall be deemed to be
          its combined capital and surplus as set forth in its most recent
          report of condition so published.

          (b) If at any time the Guarantee Trustee shall cease to be eligible to
     so act under Section 4.1(a), the Guarantee Trustee shall immediately resign
     in the manner and with the effect set out in Section 4.2(c).

          (c) If the Guarantee Trustee has or shall acquire any "conflicting
     interest" within the meaning of Section 310(b) of the Trust Indenture Act,
     the Guarantee Trustee and Guarantor shall in all respects comply with the
     provisions of Section 310(b) of the Trust Indenture Act.

     SECTION 4.2. Appointment, Removal and Resignation of Guarantee Trustee.

          (a) Subject to Section 4.2(b), unless a Guarantee Event of Default
     shall have occurred and be continuing, the Guarantee Trustee may be
     appointed or removed with or without cause at any time by the Guarantor.

          (b) The Guarantee Trustee shall not be removed in accordance with
     Section 4.2(a) until a Successor Guarantee Trustee has been appointed and
     has accepted such appointment by written instrument executed by such
     Successor Guarantee Trustee and delivered to the Guarantor.

          (c) The Guarantee Trustee appointed to office shall hold such office
     until a Successor Guarantee Trustee shall have been appointed or until its
     removal or resignation. The Guarantee Trustee may resign from office
     (without need for prior or subsequent accounting) by an instrument in
     writing executed by the Guarantee Trustee and delivered to the Guarantor,
     which resignation shall not take effect until a Successor Guarantee Trustee
     has been appointed and has accepted such appointment by instrument in
     writing executed by such Successor Guarantee Trustee and delivered to the
     Guarantor and the resigning Guarantee Trustee.

          (d) If no Successor Guarantee Trustee shall have been appointed and
     accepted appointment as provided in this Section 4.2 within 60 days after
     delivery to the Guarantor of an instrument of removal or resignation, the
     removed or resigning Guarantee Trustee may petition



                                       10



<PAGE>   15

     any court of competent jurisdiction for appointment of a Successor
     Guarantee Trustee. Such court may thereupon, after prescribing such notice,
     if any, as it may deem proper, appoint a Successor Guarantee Trustee.

          (e) No Guarantee Trustee shall be liable for the acts or omissions to
     act of any Successor Guarantee Trustee.

          (f) Upon termination of this Guarantee or removal or resignation of
     the Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay
     to the Guarantee Trustee all amounts owing for fees and reimbursement of
     expenses which have accrued to the date of such termination, removal or
     resignation.

                                    ARTICLE 5

                                    GUARANTEE

     SECTION 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by the Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders. Notwithstanding anything to the contrary herein, the
Guarantor retains all of its rights under the Indenture to extend the interest
payment period on the Debentures pursuant to Section 3.11 thereof and the
Guarantor shall not be obligated hereunder to make any Guarantee Payments during
any Extension Period (as defined in the certificate evidencing the Debentures)
with respect to the Distributions (as defined in the Trust Agreement) on the
Securities.

     SECTION 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Trust or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.

     SECTION 5.3. Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee shall be absolute and unconditional and shall remain in full
force and effect until the entire liquidation amount of all outstanding
Securities shall have been paid and such obligation shall in no way be affected
or impaired by reason of the happening from time to time of any event, including
without limitation, the following, whether or not with notice to, or the consent
of, the Guarantor:



                                       11



<PAGE>   16



          (a) The release or waiver, by operation of law or otherwise, of the
     performance or observance by the Trust of any express or implied agreement,
     covenant, term or condition relating to the Securities to be performed or
     observed by the Trust;

          (b) The extension of time for the payment by the Trust of all or any
     portion of the Distributions, Redemption Price, Liquidation Distribution or
     any other sums payable under the terms of the Securities or the extension
     of time for the performance of any other obligation under, arising out of,
     or in connection with the Securities (other than an extension of time for
     payment of Distributions, Redemption Price, Liquidation Distribution or
     other sum payable that results from the extension of any interest payment
     period on the Debentures);

          (c) Any failure, omission, delay or lack of diligence on the part of
     the Property Trustee or the Holders to enforce, assert or exercise any
     right, privilege, power or remedy conferred on the Property Trustee or the
     Holders pursuant to the terms of the Securities, or any action on the part
     of the Trust granting indulgence or extension of any kind;

          (d) The voluntary or involuntary liquidation, dissolution, sale of any
     collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Trust
     or any of the assets of the Trust;

          (e) Any invalidity of, or defect or deficiency in, the Securities;

          (f) The settlement or compromise of any obligation guaranteed hereby
     or hereby incurred; or

          (g) Any other circumstance whatsoever that might otherwise constitute
     a legal or equitable discharge or defense of a guarantor, it being the
     intent of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Guarantee Trustee or the Holders to
give notice to, or obtain consent of the Guarantor or any other Person with
respect to the happening of any of the foregoing.

     No setoff, counterclaim, reduction or diminution of any obligation, or any
defense of any kind or nature that the Guarantor has or may have against any
Holder shall be available hereunder to the Guarantor against such Holder to
reduce the payments to it under this Guarantee.

     SECTION 5.4. Rights of Holders.

          (a) The Holders of at least a Majority in Liquidation Amount of the
     Securities have the right to direct the time, method and place of
     conducting any proceeding for any remedy available to the Guarantee Trustee
     in respect of this Guarantee or to direct the exercise of any trust or
     power conferred upon the Guarantee Trustee under this Guarantee.


                                       12



<PAGE>   17



          (b) If the Guarantee Trustee fails to enforce this Guarantee, then any
     Holder of Securities may, subject to the subordination provisions of
     Section 6.2, institute a legal proceeding directly against the Guarantor to
     enforce the Guarantee Trustee's rights under this Guarantee without first
     instituting a legal proceeding against the Trust, the Guarantee Trustee or
     any other person or entity. In addition, if the Guarantor has failed to
     make a Guarantee Payment, a Holder of Securities may, subject to the
     subordination provisions of Section 6.2, directly institute a proceeding
     against the Guarantor for enforcement of the Guarantee for such payment to
     the Holder of the Securities of the principal of or interest on the
     Debentures on or after the respective due dates specified in the
     Debentures, and the amount of the payment will be based on the Holder's pro
     rata share of the amount due and owing on all of the Securities. The
     Guarantor hereby waives any right or remedy to require that any action on
     this Guarantee be brought first against the Trust or any other person or
     entity before proceeding directly against the Guarantor.

     SECTION 5.5. Guarantee of Payment.

     This Guarantee creates a guarantee of payment and not of collection.

     SECTION 5.6. Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders of
Securities against the Trust in respect of any amounts paid to such Holders by
the Guarantor under this Guarantee; provided, however, that the Guarantor shall
not (except to the extent required by mandatory provisions of law) be entitled
to enforce or exercise any right that it may acquire by way of subrogation or
any indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Guarantee, if at the time of any such payment, any amounts
are due and unpaid under this Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the
Guarantee Trustee for the benefit of the Holders.

     SECTION 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the Securities, and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
of any event referred to in subsections 5.3(a) through 5.3(g), inclusive,
hereof.

                                   ARTICLE 6

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     SECTION 6.1. Limitation of Transactions.

     So long as any Securities remain outstanding, if (i) there shall have
occurred an event of default under the Indenture with respect to the Debentures,
(ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall
have given notice of its election of an Extension Period as provided in the
certificate evidencing the Debentures and shall not have rescinded such notice,
or such Extension Period or any extension thereof shall be continuing, then the
Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to
(x) declare



                                       13


<PAGE>   18



or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Guarantor's capital stock or (y)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Guarantor that rank pari passu
with or junior in interest to the Debentures or make any guarantee payments with
respect to any guarantee by the Guarantor of the debt securities of any
subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in
interest to the Debentures (other than (a) dividends or distributions in Common
Stock of the Guarantor, (b) any declaration of a dividend in connection with the
implementation of a rights plan or the issuance of stock under any such plan or
the redemption or repurchase of any such rights pursuant thereto, (c) payments
under this Guarantee and (d) purchases of Common Stock related to the issuance
of Common Stock or rights under any of the Company's benefits plans for its
directors, officers or employees).

     SECTION 6.2. Ranking.

     This Guarantee will constitute an unsecured obligation of the Guarantor and
will rank subordinate and junior in right of payment to all Senior and
Subordinated Debt (as defined in the Indenture) of the Guarantor in the same
manner and to the same extent as set forth in Article XIII of the Indenture.

     SECTION 6.3. Subordination of Common Securities.

     If a Trust Enforcement Event has occurred and is continuing under the Trust
Agreement, the rights of the holders of the Common Securities to receive
Guarantee Payments hereunder shall be subordinated to the rights of the Holders
of the Capital Securities to receive Guarantee Payments under this Guarantee.

                                    ARTICLE 7

                                   TERMINATION

     SECTION 7.1. Termination.

     This Guarantee shall terminate upon (i) full payment of the Redemption
Price of all Securities, (ii) distribution of the Debentures to the Holders of
all the Securities or (iii) full payment of the amounts payable in accordance
with the Trust Agreement upon liquidation of the Trust. Notwithstanding the
foregoing, this Guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any Holder of Securities must restore payment
of any sums paid under the Securities or under this Guarantee.

                                    ARTICLE 8

                                 INDEMNIFICATION

     SECTION 8.1. Indemnification.

     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the


                                       14



<PAGE>   19

trust or trusts hereunder, including the reasonable costs and expenses of
defending itself against, or investigating, any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The
provisions of this Section 8.1 shall survive the termination of this Guarantee
or the resignation or removal of the Guarantee Trustee.

                                    ARTICLE 9

                                  MISCELLANEOUS

     SECTION 9.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article VIII of the Indenture and pursuant
to which the successor or assignee agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

     SECTION 9.2. Amendments.

     Except with respect to any changes that do not materially adversely affect
the rights of the Holders (in which case no consent of the Holders will be
required), this Guarantee may not be amended without the prior approval of the
Holders of at least a Majority in Liquidation Amount of the Securities. The
provisions of Section 11.2 of the Trust Agreement with respect to meetings of,
and action by written consent of, the Holders of the Securities apply to the
giving of such approval.

     SECTION 9.3. Notices.

     All notices provided for in this Guarantee shall be in writing, duly signed
by the party giving such notice, and shall be delivered by hand, telecopied or
mailed by registered or certified mail, as follows:

          (a) If given to the Guarantee Trustee, at the Guarantee Trustee's
     mailing address set forth below (or such other address as the Guarantee
     Trustee may give notice of to the Guarantor and the Holders of the
     Securities):

                      Wilmington Trust Company
                      1100 North Market
                      Wilmington, Delaware 19890

                      Facsimile No.: (302) 651-8882
                      Attention: Corporate Trust Administration

          (b) If given to the Guarantor, at the Guarantor's mailing addresses
     set forth below (or such other address as the Guarantor may give notice of
     to the Guarantee Trustee and the Holders of the Securities):



                                       15


<PAGE>   20



                      U.S. Bancorp
                      601 Second Avenue South
                      Minneapolis, Minnesota 55402

                      Facsimile No.: (612) 973-0965
                      Attention:  Treasury Department

          (c) If given to any Holder of Securities, at the address set forth on
     the books and records of the Trust.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     SECTION 9.4. Benefit.

     This Guarantee is solely for the benefit of the Holders of the Securities
and, subject to Section 3.1(a), is not separately transferable from the
Securities.


                                       16

<PAGE>   21




     SECTION 9.5. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



    [The rest of this page has been left blank intentionally; the signature
                                 page follows.]


                                       17


<PAGE>   22


     IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first
above written.

                                       U.S. BANCORP,
                                       as Guarantor


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



                                       WILMINGTON TRUST COMPANY,
                                       as Guarantee Trustee



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




                                      18