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                                                                     EXHIBIT 4.1

                                  U.S. BANCORP

                      Medium-Term Notes, Series N (Senior)

                  Officers' Certificate and Company Order

                  Pursuant to the Indenture dated as of October 1, 1991, (the
"Indenture"), between U.S. Bancorp (the "Company") and Citibank, N.A., as
Trustee (the "Trustee"), and resolutions adopted by the Company's Board of
Directors on March 20, 2001 and July 17, 2001, this Officers' Certificate and
Company Order is being delivered to the Trustee to establish the terms of a
series of Securities in accordance with Section 301 of the Indenture, to
establish the forms of the Securities of such series in accordance with Section
201 of the Indenture, and to establish the procedures for the authentication and
delivery of specific Securities from time to time pursuant to Section 303 of the
Indenture. This Officers' Certificate and Company Order shall be treated for all
purposes under the Indenture as a supplemental indenture thereto.

                  All conditions precedent provided for in the Indenture
relating to the establishment of (i) a series of Securities, (ii) the forms of
such series of Securities, and (iii) the procedures for the authentication and
delivery of such series of Securities have been complied with. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

                  A. Establishment of Series pursuant to Section 301 of
Indenture.

                  There is hereby established pursuant to Section 301 of the
Indenture a series of Securities which shall have the following terms:

                  (1) The Securities of such series shall bear the title
"Medium-Term Notes, Series N (Senior)" (referred to herein as the "Notes").

                  (2) The aggregate principal amount of the Notes of such series
to be issued pursuant to this Officers' Certificate is limited to $5,000,000,000
or the equivalent thereof in foreign currencies or foreign currency units
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes of such series pursuant to
Section 304, 305, 306, 906 or 1107 of the Indenture and except for any Notes
which, pursuant to Section 303 of the Indenture, are deemed never to have been
authenticated and delivered thereunder).

                  (3) Interest will be payable to the person in whose name a
Note (or one or more predecessor Notes) is registered at the close of business
on the Regular Record Date (as defined below) next preceding each Interest
Payment Date (as defined below); provided, however, that interest payable at
maturity or upon redemption will be payable to the person to whom principal
shall be payable.

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                  (4) Each Note within such series shall mature on a date 9
months or more from its date of issue as specified in such Note and in the
applicable Pricing Supplement; provided, however, that no Commercial Paper Rate
Note (as defined below) shall mature less than 9 months and 1 day from its date
of issue. If the Maturity Date or Redemption Date specified in the applicable
Pricing Supplement for any Note is a day that is not a Business Day, principal
will be paid on the next day that is a Business Day with the same force and
effect as if made on such specified Maturity Date or Redemption Date, as
applicable. With respect to the Notes of this series, "Business Day" means, and
unless the applicable Pricing Supplement specifies otherwise, any day that is
not a Saturday or Sunday and that is not a day that banking institutions in New
York City are generally authorized or obligated by law or executive order to
close. For LIBOR Notes issued in U.S. dollars, a Business Day, with respect to
any payment, is any day that is not a Saturday or Sunday and that is not a day
that banking institutions in New York City are generally authorized or obligated
by law or executive order to close, and is also a London Business Day, and with
respect to an Interest Determination Date, is a London Business Day. For Notes
denominated in a specified currency other than euro, the term Business Day means
any day that is not a Saturday or Sunday and that is not a day that banking
institutions in New York City are generally authorized or obligated by law or
executive order to close, and is also a day on which commercial banks and
foreign exchange markets settle payments in the principal financial center of
the country of the relevant specified currency (if other than the City of New
York). For Notes denominated in euro, the term Business Day means any day that
is not a Saturday or Sunday and that is not a day that banking institutions in
New York City are generally authorized or obligated by law or executive order to
close and is also a day on which the Trans-European Automated Real Time Gross
Settlement Express Transfer System is operating (a "TARGET Business Day").

         Unless otherwise specified in the applicable Pricing Supplement, the
principal financial center of any country for the purpose of the foregoing
definition is as provided in the 2000 ISDA Definitions, as amended and updated
from time to time, published by the International Swaps and Derivatives
Association, Inc.

         "London Business Day" means any day on which dealings in United States
dollars are transacted in the London interbank market.

                  (5) Each Note within such series that bears interest will bear
interest at either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating
rate determined by reference to one or more base rates, which may be adjusted by
a Spread and/or Spread Multiplier (each as defined below) (the "Floating Rate
Notes"). Notes within such series may also be issued as "Zero Coupon Notes"
which do not provide for any periodic payments of interest. Notes may be issued
as Original Issue Discount Notes at a discount from the principal amount thereof
due at the stated maturity as specified in the applicable Pricing Supplement.
Any Floating Rate Note may also have either or both of the following as set
forth in the applicable Pricing Supplement: (i) a maximum interest rate
limitation, or ceiling, on the rate of interest which may accrue during any
Interest Reset Period (as defined below); and (ii) a minimum interest rate
limitation, or floor, on the rate of interest which may accrue during any
Interest Reset Period. The interest rate on a Note will in no event be higher
than the maximum rate permitted by New York law as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This limit
may not apply


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to Notes in which $2,500,000 or more has been invested. The applicable Pricing
Supplement may designate any of the following base rates ("Base Rates") as
applicable to each Floating Rate Note: (a) the Commercial Paper Rate, in which
case such Note will be a "Commercial Paper Rate Note"; (b) EURIBOR, in which
case such note will be a "EURIBOR Note"; (c) the Federal Funds Rate, in which
case such Note will be a "Federal Funds Rate Note"; (d) LIBOR, in which case
such Note will be a "LIBOR Note"; (e) the Prime Rate, in which case such Note
will be a "Prime Rate Note"; (f) the CD Rate, in which case such Note will be a
"CD Rate Note"; (g) the Treasury Rate, in which case such Note will be a
"Treasury Rate Note"; (h) the CMT Rate, in which case such Note will be a " CMT
Rate Note"; or (i) one or more other Base Rates.

                  The interest rate on each Floating Rate Note for each Interest
Period will be determined by reference to (i) the applicable Base Rates
specified in the applicable Pricing Supplement for such Interest Period, plus or
minus the applicable Spread, if any, or multiplied by the applicable Spread
Multiplier, if any. The "Spread" is the number of basis points, or one-hundredth
of a percentage point, specified in the applicable Pricing Supplement to be
added or subtracted from the Base Rate for a Floating Rate Note. For example, if
a Note bears interest at LIBOR plus .01% and the Calculation Agent (as defined
below) determines that LIBOR is 5.00% per annum, the Note will bear interest at
5.01 % per annum until the next Interest Reset Date (as defined below). The
"Spread Multiplier" is the percentage specified in the applicable Pricing
Supplement to be applied to the Base Rate for a Floating Rate Note. For example,
if a Note bears interest at 90% of LIBOR, and the Calculation Agent determines
that LIBOR is 5.00% per annum, the Note will bear interest at 4.50% per annum
until the next Interest Reset Date.

                  Each Note that bears interest will bear interest from and
including its date of issue or from and including the most recent Interest
Payment Date to which interest on such Note (or one or more predecessor Notes)
has been paid or duly provided for (i) at the fixed rate per annum applicable to
the related Interest Period, or (ii) at a rate per annum determined pursuant to
the Base Rates applicable to the related Interest Period or Interest Periods, in
each case as specified therein and in the applicable Pricing Supplement, until
the principal thereof is paid or made available for payment. Interest will be
payable on each Interest Payment Date and at maturity or upon redemption. The
first payment of interest on any Note originally issued after a Regular Record
Date and on or before an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding Regular Record Date to the registered
holder on such next succeeding Regular Record Date. Interest rates and Base
Rates are subject to change by the Company from time to time but no such change
will affect any Note theretofore issued or which the Company has agreed to
issue. Unless otherwise specified in the applicable Pricing Supplement, the
"Interest Payment Dates" and the "Regular Record Dates" for Fixed Rate Notes
shall be as described below under "Fixed Rate Notes" and the "Interest Payment
Dates" and the "Regular Record Dates" for Floating Rate Notes shall be as
described below under "Floating Rate Notes".

                  The applicable Pricing Supplement will specify: (i) the issue
price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any
Fixed Rate Note, the interest rate; (iii) with respect to any Floating Rate
Note, the Initial Interest Rate (as defined below), the method (which may vary
from Interest Period to Interest Period) of calculating the interest rate


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applicable to each Interest Period (including, if applicable, the fixed rate per
annum applicable to one or more Interest Periods, the period to maturity of any
instrument on which the Base Rate for any Interest Period is predicated (the
"Index Maturity"), the Spread and/or Spread Multiplier, the Interest
Determination Dates (as defined below), the Interest Reset Dates and any minimum
or maximum interest rate limitations); (iv) whether such Note is an Original
Issue Discount Note; and (v) any other terms related to interest on the Notes.

Fixed Rate Notes

                  Each Fixed Rate Note, whether or not issued as an Original
Issue Discount Note, will bear interest at the annual rate specified therein and
in the applicable Pricing Supplement. Unless otherwise specified in the
applicable Pricing Supplement, the Interest Payment Dates for the Fixed Rate
Notes will be on February 1 and August 1 of each year and at maturity or upon
redemption and the Regular Record Dates for the Fixed Rate Notes will be on the
day (whether or not a Business Day) fifteen calendar days preceding each
Interest Payment Date. Unless otherwise specified in the applicable Pricing
Supplement, interest payments for Fixed Rate Notes shall be the amount of
interest accrued to, but excluding, the relevant Interest Payment Date. Interest
on Fixed Rate Notes will be computed and paid on the basis of a 360-day year of
twelve 30-day months. In the event that any Interest Payment Date or any
applicable Redemption Date on a Fixed Rate Note is not a Business Day, such
Interest Payment Date or Redemption Date shall be postponed to the next day that
is a Business Day, and no interest will accrue during the period from and after
the scheduled Interest Payment Date or Redemption Date, as the case may be.

Floating Rate Notes

                  Unless otherwise specified in the applicable Pricing
Supplement and except as provided below, interest on Floating Rate Notes will be
payable on the following Interest Payment Dates: in the case of Floating Rate
Notes with a daily, weekly or monthly Interest Reset Date, on the third
Wednesday of each month of each year; in the case of Floating Rate Notes with a
quarterly Interest Reset Date, on the third Wednesday of March, June, September
and December of each year; in the case of Floating Rate Notes with a semi-annual
Interest Reset Date, on the third Wednesday of the two months of each year
specified in the applicable Pricing Supplement; and in the case of Floating Rate
Notes with an annual Interest Reset Date, on the third Wednesday of the month of
each year specified in the applicable Pricing Supplement. Interest will also be
paid at maturity or upon redemption. Unless otherwise specified in the
applicable Pricing Supplement, the Regular Record Dates for the Floating Rate
Notes will be the day (whether or not a Business Day) fifteen calendar days
preceding each Interest Payment Date. In the event that any Interest Payment
Date for any Floating Rate Note is not a Business Day, such Interest Payment
Date shall be postponed to the next day that is a Business Day, except that, if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.

                  The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually or annually (such specified
period, an "Interest Reset Period", and the date on which each such reset
occurs, an "Interest Reset Date"), as specified in the


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applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, the Interest Reset Date will be as follows: in the case of
Floating Rate Notes which are reset daily, each Business Day; in the case of
Floating Rate Notes (other than Treasury Rate Notes) which are reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes which are reset
weekly, the Tuesday of each week (except if the auction date falls on a Tuesday,
then the next Business Day, as provided below); in the case of Floating Rate
Notes which are reset monthly, the third Wednesday of each month; in the case of
Floating Rate Notes which are reset quarterly, the third Wednesday of March,
June, September and December of each year; in the case of Floating Rate Notes
which are reset semi-annually, the third Wednesday of the two months of each
year specified in the applicable Pricing Supplement; and in the case of Floating
Rate Notes which are reset annually, the third Wednesday of the month of each
year specified in the applicable Pricing Supplement.

                  The interest rate in effect from the date of issue to the
first Interest Reset Date with respect to a Floating Rate Note (the "Initial
Interest Rate") will be as specified in the applicable Pricing Supplement. If
any Interest Reset Date for any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be postponed to the next
day that is a Business Day, except that, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.

                  Unless otherwise specified in the applicable Pricing
Supplement, the interest rate determined with respect to any Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date. As used herein, "Interest Determination Date" means the
date as of which the interest rate for a Floating Rate Note is to be calculated,
to be effective as of the following Interest Reset Date and calculated on the
related Calculation Date (as defined below). Unless otherwise specified in the
applicable Pricing Supplement, the Interest Determination Date pertaining to any
Interest Reset Date for a Commercial Paper Rate Note, a Prime Rate Note, a CD
Rate Note or a CMT Rate Note (the "Commercial Paper Interest Determination
Date", the "Prime Interest Determination Date", the "CD Interest Determination
Date", and the "CMT Interest Determination Date," respectively), will be the
second Business Day prior to such Interest Reset Date; for Federal Funds Rate
Notes, the Business Day immediately preceding the related Interest Reset Date
(the "Federal Funds Interest Determination Date"); for EURIBOR Notes, the second
TARGET Business Day before the Interest Reset Date (the "EURIBOR Interest
Determination Date"); and for LIBOR Notes, the second London Business Day before
the Interest Reset Date (the "LIBOR Interest Determination Date"). Unless
otherwise specified in the applicable Pricing Supplement, the Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note
(the "Treasury Interest Determination Date") will be the day of the week on
which Treasury Bills (as defined below) would normally be auctioned in the week
in which such Interest Reset Date falls. Treasury Bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, but the auction may
be held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the Treasury
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week. If an auction date shall fall on any Interest Reset
Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction date. The Interest
Determination Date


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pertaining to a Floating Rate Note the interest rate of which is determined by
reference to two or more Base Rates will be the latest Business Day which is at
least two Business Days prior to such Interest Reset Date for such Floating Rate
Note on which each Base Rate is determinable.

                  Unless otherwise specified in the applicable Pricing
Supplement, interest payments on an Interest Payment Date for a Floating Rate
Note will include interest accrued from, and including, the most recent Interest
Payment Date to which interest has been paid or duly provided for (or, from, and
including, the date of issue if no interest has been paid or duly provided for
with respect to such Floating Rate Note). Interest will accrue to, but
excluding, the next Interest Payment Date (each such interest accrual period, an
"Interest Period"), or if earlier the date on which the principal is paid or
duly made available for payment. Accrued interest from the date of issue or from
the last date to which interest has been paid or duly provided for to the date
for which interest is being calculated shall be calculated by multiplying the
face amount of a Floating Rate Note by the applicable accrued interest factor
(the "Accrued Interest Factor"). The Accrued Interest Factor shall be computed
by adding together the interest factors calculated for each day from the date of
issue, or from the last date to which interest has been paid or duly provided
for to the date for which accrued interest is being calculated. Unless otherwise
specified in the applicable Pricing Supplement, the interest factor for each
such day shall be computed by dividing the per annum interest rate, expressed as
a decimal, applicable to such day by 360 in the case of Commercial Paper Rate
Notes, Federal Funds Rate Notes, LIBOR Notes, EURIBOR Notes, Prime Rate Notes,
and CD Rate Notes, or by the actual number of days in the year in the case of
Treasury Rate Notes and CMT Rate Notes. The interest rate in effect on each day
will be (i) if such day is an Interest Reset Date, the interest rate with
respect to the Interest Determination Date pertaining to such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate with
respect to the Interest Determination Date relating to the next preceding
Interest Reset Date, subject in either case to any maximum or minimum interest
rate referred to above or in the applicable Pricing Supplement.

                  Unless otherwise specified in the applicable Pricing
Supplement, U.S. Bank Trust National Association will be the "Calculation
Agent". On or before each Calculation Date, the Calculation Agent will determine
the interest rate as described below and notify the Paying Agent. The Paying
Agent will determine the Accrued Interest Factor applicable to any such Floating
Rate Note. The Paying Agent will, upon the request of the holder of any Floating
Rate Note, provide the interest rate then in effect and the interest rate which
will become effective as a result of a determination made with respect to the
most recent Interest Determination Date with respect to such Floating Rate Note.
The determinations of interest rates made by the Calculation Agent shall, in the
absence of manifest error, be conclusive and binding, and neither the Trustee
nor the Paying Agent shall have the duty to verify determinations of interest
rates made by the Calculation Agent. The determinations of Accrued Interest
Factors made by the Paying Agent shall, in the absence of manifest error, be
conclusive and binding. Unless otherwise specified in the applicable Pricing
Supplement, the "Calculation Date", if applicable, pertaining to any Interest
Determination Date on a Floating Rate Note will be the earlier of (i) the tenth
calendar day after such Interest Determination Date, or, if any such day is not
a Business Day, the following Business Day, and (ii) the Business Day before the
applicable Interest Payment Date, Redemption Date or Maturity Date, as the case
may be.


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                  Unless otherwise specified in the applicable Pricing
Supplement, all percentages resulting from any calculation on Floating Rate
Notes will be rounded, if necessary, to the nearest one hundred-thousandth of
one percentage point, with five one-millionths of one percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)
and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)); all
calculations of the Accrued Interest Factor for any day on Floating Rate Notes
will be rounded, if necessary, to the nearest one hundred-millionth, with five
one-billionths rounded upward (e.g. .098765455 being rounded to .09876546 and
 .098765454 being rounded to .09876545); and all dollar amounts used in or
resulting from such calculations on Floating Rate Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).

                  Commercial Paper Rate. Commercial Paper Rate Notes will bear
interest at the interest rates (calculated with reference to the Commercial
Paper Rate and the Spread and/or Spread Multiplier, if any) specified in the
Commercial Paper Rate Notes and in the applicable Pricing Supplement. Commercial
Paper Rate Notes will be subject to the minimum interest rate and maximum
interest rate, if any.

                  Unless otherwise specified in the applicable Pricing
Supplement, "Commercial Paper Rate" means, for any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on that date for commercial paper having the Index Maturity specified
in the applicable Pricing Supplement as published in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15 (519)") under the heading
"Commercial Paper -- Nonfinancial."

                  The following procedures will be followed if the Commercial
Paper Rate cannot be determined as described above: (1) If the rate is not
published by 3:00 p.m., New York City time, on the Calculation Date relating to
the Commercial Paper Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in
the applicable Pricing Supplement and published in the H.15(519) Daily Update,
available through the worldwide website of the Board of Governors of the Federal
Reserve System at http://www.bog.frb.fed.us/releases/hl 5/update, or any
successor site or publication ("H.15 Daily Update") under the heading
"Commercial Paper - Nonfinancial;" (2) If by 3:00 p.m., New York City time, on
the Calculation Date the rate is not published in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Commercial Paper
Rate to be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on the Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in the City of
New York selected by the Calculation Agent, after consultation with the Company,
for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement placed for an industrial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized securities rating agency; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Commercial Paper Rate in effect
immediately before the Commercial Paper Interest Determination Date will not
change and will remain the Commercial Paper Rate in effect on the Commercial
Paper Interest Determination Date.


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                  "Money Market Yield" shall be a yield calculated in accordance
with the following formula:

                           Money Market Yield =     D x 360   x 100
                                                --------------
                                                360 - (D x M)

where "D" refers to the applicable per annum rate for the commercial paper,
quoted on a bank discount basis and expressed as a decimal, and "M" refers to
the actual number of days in the Interest Period for which the interest is being
calculated.


         EURIBOR Rate. EURIBOR Notes will bear interest at the interest rates
(calculated with reference to EURIBOR and the Spread and/or Spread Multiplier,
if any) specified in the EURIBOR Notes and in the applicable Pricing Supplement.
EURIBOR Notes will be subject to the minimum interest rate and maximum interest
rate, if any.

         Unless otherwise specified in the applicable Pricing Supplement,
EURIBOR means a base rate equal to the interest rate for deposits in euros
designated as "EURIBOR" and sponsored jointly by the European Banking Federation
and ACI--the Financial Market Association or any company established by the
joint sponsors for the interest rate for any EURIBOR Note determined by the
Calculation Agent for each Determination Date in accordance with the following
provisions: (1) For any EURIBOR Interest Payment Date, EURIBOR will be the
offered rate for deposits in euros having the Index Maturity specified in the
applicable Pricing Supplement, beginning on the second euro Business Day after
the relevant Interest Determination Date, as that rate appears on Telerate Page
248 as of 11:00 A.M., Brussels time, on the relevant Interest Determination
Date; (2) If the rate described above does not appear on Telerate Page 248,
EURIBOR will be determined on the basis of the rates, at approximately 11:00
A.M., Brussels time, on the relevant Interest Determination date, at which
deposits of the following kind are offered to prime banks in the euro-zone
interbank market by the principal euro-zone office of each of four major banks
in that market selected by the Calculation Agent: euro deposits having the
relevant Index Maturity, beginning on the relevant Interest Reset Date, and in a
representative amount. The Calculation Agent will request the principal
euro-zone office of each of these banks to provide a quotation of its rate. If
at least two quotations are provided, EURIBOR for the relevant Interest
Determination Date will be the arithmetic mean of the quotations; (3) If fewer
than two quotations are provided as described above, EURIBOR for the relevant
Interest Determination Date will be the arithmetic mean of the rates for loans
of the following kind to leading euro-zone banks quoted, at approximately 11:00
A.M., Brussels time on that Interest Determination Date, by three major banks in
the euro-zone selected by the Calculation Agent: loans of euros having the
relevant index maturity, beginning on the relevant interest reset date, and in a
representative amount; provided, however, that if fewer than three banks
selected by the Calculation Agent are quoting as described above, EURIBOR in
effect immediately before the new Interest Period will not change and will
remain the EURIBOR in effect on such EURIBOR new Interest Period. If the initial
Base Rate has been in effect for the prior Interest Period, however, it will
remain in effect for the new Interest Period.


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                  Federal Funds Rate. Federal Funds Rate Notes will bear
interest at the interest rates (calculated with reference to the Federal Funds
Rate and the Spread and/or Spread Multiplier, if any) specified in the Federal
Funds Rate Notes and in the applicable Pricing Supplement. Federal Funds Rate
Notes will be subject to the minimum interest rate and maximum interest rate, if
any.

                  Unless otherwise specified in the applicable Pricing
Supplement, "Federal Funds Rate" means, for any Federal Funds Interest
Determination Date, the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as displayed on Bridge
Telerate, Inc., or any successor service, on page 120, or any other page that
may replace the applicable page on that service, which is commonly referred to
as "Telerate Page 120." The following procedures will be followed if the Federal
Funds Rate cannot be determined as described above: (1) If the above rate is not
published by 3:00 p.m., New York City time, on the Calculation Date for the
Federal Funds Interest Determination Date, the Federal Funds Rate will be the
rate published in H.15 Daily Update under the heading "Federal Funds
(Effective);" (2) If neither of the above rates are published by 3:00 p.m., New
York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Calculation Agent will determine the Federal Funds Rate
to be the arithmetic mean of the rates for the last transaction in overnight
U.S. dollar Federal Funds arranged by three leading dealers of Federal Funds
transactions in the City of New York selected by the Calculation Agent, after
consultation with the Company, as of 3:00 p.m., New York City time, on such
Federal Funds Interest Determination Date; provided, however, that if the
dealers selected by the Calculation Agent are not quoting as specified above in
this sentence, the Federal Funds Rate in effect immediately before the Federal
Funds Interest Determination Date will not change and will remain the Federal
Funds Rate in effect on the Federal Funds Interest Determination Date.

                  LIBOR. LIBOR Notes will bear interest at the interest rates
(calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if
any) specified in the LIBOR Notes and in the applicable Pricing Supplement.
LIBOR Notes will be subject to the minimum interest rate and maximum interest
rate, if any.

                  Unless otherwise specified in the applicable Pricing
Supplement, LIBOR will be determined by the Calculation Agent for each Interest
Determination Date in accordance with the following provisions: (1) For any
LIBOR Interest Determination Date, LIBOR will be the rate for deposits in U.S.
dollars having the Index Maturity specified in the applicable Pricing
Supplement, on the second London Business Day before the LIBOR Interest Reset
Date, that is displayed on Bridge Telerate, Inc., or any other successor
service, as of 11:00 a.m., London time, on page 3750, or any other page as may
replace the applicable page on that service, which is commonly referred to as
"Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will request
that the principal London offices of each of four major banks in the London
interbank market, selected by the Calculation Agent, after consultation with the
Company, at approximately 11:00 a.m., London time, on the LIBOR Interest
Determination Date provide the Calculation Agent with their offered quotation
for deposits in U.S. dollars having the Index Maturity designated in the
applicable Pricing Supplement on the second Business Day before the LIBOR
Interest Reset Date, and in a principal amount that in the judgment of the
Calculation Agent, is representative of a single transaction in the market at
that time. If at least two


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quotations are provided, LIBOR for the LIBOR Interest Determination Date will be
the arithmetic mean of those quotations; (3) If fewer than two quotations are
provided, LIBOR will be determined for the applicable LIBOR Interest
Determination Date as the arithmetic mean of the rates quoted at approximately
11:00 a.m., New York City time, by three major banks in The City of New York
selected by the Calculation Agent, after consultation with the Company, for
loans in U.S. dollars to leading European banks, having the Index Maturity
specified in the applicable Pricing Supplement, , on the second London Business
Day before the LIBOR Interest Reset Date and in a principal amount that, in the
judgment of the Calculation Agent, is representative of a single transaction in
the market at that time; provided, however, that if the banks so selected by the
Calculation Agent are not quoting as specified above in this sentence, LIBOR in
effect immediately before the LIBOR Interest Determination Date will not change
and will remain the LIBOR in effect on such LIBOR Interest Determination Date.

                  Prime Rate. Prime Rate Notes will bear interest at the
interest rates (calculated with reference to the Prime Rate and the Spread
and/or Spread Multiplier, if any) specified in the prime Rate Notes and in the
applicable Pricing Supplement. Prime Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.

                  Unless otherwise specified in the applicable Pricing
Supplement, "Prime Rate" means, for any Prime Interest Determination Date, the
rate on that date as published in H.15(519) under the Heading "Bank Prime Loan."
The following procedures will be followed if the Prime Rate cannot be determined
as described in the previous sentence: (1) If the rate is not published prior to
9:00 a.m., New York City time, on the Calculation Date, then the Prime Rate will
be the rate on that Prime Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Interest Determination Date by at least three
major banks in the City of New York selected by the Calculation Agent, after
consultation with the Company, provided, however, that if the banks selected are
not quoting as specified above in this sentence, the Prime Rate will remain the
Prime Rate for the immediately preceding Interest Reset Period, or if there was
no Interest Reset Period, the rate of interest payable will be the Initial
Interest Rate.

                  CD Rate. CD Rate Notes will bear interest at the interest
rates (calculated with reference to the CD Rate and the Spread and/or Spread
Multiplier, if any) specified in the CD Rate Notes and in the applicable Pricing
Supplement. CD Rate Notes will be subject to the minimum interest rate and
maximum interest rate, if any.

                  Unless otherwise specified in the applicable Pricing
Supplement, "CD Rate" means, for any CD Interest Determination Date, the rate on
that date for negotiable certificates of deposit having the Index Maturity
specified in the applicable Pricing Supplement as this rate is published in
H.15(519) under the heading "CD's (secondary market)." The following procedures
will be followed if the CD Rate cannot be determined as described above: (1) If
by 3:00 p.m., New York City time, on the Calculation Date related to the CD
Interest Determination Date, this rate is not published in H.15(519), then the
CD Rate shall be the rate on the CD Interest


                                      -10-
<PAGE>   11


Determination Date for negotiable certificates of deposit of the Index Maturity
specified in the applicable Pricing Supplement and published in the H.15 Daily
Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York
City time, on the Calculation Date, the rate is not published in either
H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD
Rate to be the arithmetic mean of the secondary market offered rates as of 3:00
p.m., New York City time, on the CD Interest Determination Date, of three
leading non-bank dealers in negotiable U.S. dollar certificates of deposit in
the City of New York selected by the Calculation Agent, after consultation with
the Company, for negotiable certificates of deposit of major U.S. money market
banks which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by
Moody's Investor Service, and with a remaining maturity closest to the Index
Maturity specified in the applicable Pricing Supplement in denominations of
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as described above in this sentence, the CD
Rate in effect immediately before that CD Interest Determination Date will not
change and will remain the CD Rate in effect on that CD Interest Determination
Date.

                  Treasury Rate. Treasury Rate Notes will bear interest at the
interest rates (calculated with reference to the Treasury Rate and the Spread
and/or Spread Multiplier, if any) specified in the Treasury Rate Notes and in
the applicable Pricing Supplement. Treasury Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.

                  Unless otherwise specified in the applicable Pricing
Supplement, "Treasury Rate" means, for any Treasury Interest Determination Date,
the rate for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the applicable Pricing
Supplement as this rate is displayed on Bridge Telerate, Inc., or any successor
service under the caption "Investment Rate" on page 56 or 57, or other page as
may replace the applicable page on that service, which is commonly referred to
as "Telerate Page 56" or "Telerate Page 57," as the case may be, or if not
published on Bridge Telerate, Inc., by 3:00 p.m., New York City time, on the
Calculation Date for the Treasury Interest Determination Date, the rate
published in H.15 Daily Update under the heading "U.S. Government
Securities/Treasury Bills/Auction High." The following procedures will be
followed if the Treasury Rate cannot be determined as described above: (1) If
not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation
Date for the Treasury Interest Determination Date, the Treasury Rate will be the
bond equivalent yield of the auction rate of the applicable Treasury Bills on
the Treasury Interest Determination Date as announced by the U.S. Department of
the Treasury; (2) If by 3:00 p.m., New York City time on the Calculation Date,
the results of the auction of Treasury Bills having the Index Maturity
designated in the applicable Pricing Supplement are not otherwise as provided in
the applicable Pricing Supplement or if no auction is held in a particular week,
then the Calculation Agent will calculate the Treasury Rate to be a Yield to
Maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of 3:30 p.m., New York City time, on the Treasury
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, after consultation with
the Company, for the issue of Treasury Bills with a remaining maturity closest
to the Index Maturity specified in the applicable Pricing Supplement; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above


                                      -11-
<PAGE>   12


in this sentence, the Treasury Rate in effect immediately before the Treasury
Interest Determination Date will not change and will remain the Treasury Rate in
effect on such Treasury Interest Determination Date.

         The "bond equivalent yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula

         bond equivalent yield=                D x N          x 100
                                         --------------------
                                            360 - (D x M)

Where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.

                  CMT Rate. CMT Rate Notes will bear interest at the interest
rates (calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any) specified in the CMT Rate Note and in the applicable Pricing
Supplement. CMT Rate Notes will be subject to the minimum interest rate and
maximum interest rate, if any.

                  Unless otherwise specified in the applicable Pricing
Supplement, "CMT Rate" means, for any CMT Interest Determination Date, the rate
reported on Bridge Telerate, Inc., or any successor service, under the heading
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as
may replace the applicable page of that service, which is commonly referred to
as "Telerate Page 7051". The following procedures will be followed if the CMT
Rate cannot be determined as described above: If the CMT Rate is not available
by 3:00 p.m., New York City time, on the Calculation Date pertaining to such CMT
Interest Determination Date, the Calculation Agent will calculate the CMT Rate
for the CMT Interest Determination Date which will be the bond equivalent yield
to maturity of the arithmetic mean of the secondary market bid rates, as of 3:00
p.m., New York City time, on the applicable CMT Interest Determination Date,
reported, according to their written records, by three leading primary United
States government securities dealers in the City of New York (the "Reference
Dealers") selected by the Calculation Agent, after consultation with the
Company, for the most recently issued direct noncallable fixed rate Treasury
Bills with an original maturity approximately equal to the applicable Index
Maturity; provided, however, that if fewer than three Reference Dealers selected
by the Calculation Agent are quoting as described above in this sentence, the
CMT Rate in effect immediately before the CMT Interest Determination Date will
not change and will remain the CMT Rate then in effect on such CMT Interest
Determination Date.

Zero Coupon Notes

                  The specific terms of any Zero Coupon Notes will be set forth
in the applicable Pricing Supplement.

                  (6) Unless otherwise specified in the applicable Pricing
Supplement, principal of (and premium, if any) and interest (if any) on the
Notes will be payable, and, except as


                                      -12-
<PAGE>   13


provided in Section 305 of the Indenture with respect to any Global Security (as
defined below) representing Book-Entry Notes (as defined below), the transfer of
the Notes will be registrable and Notes will be exchangeable for Notes bearing
identical terms and provisions at the corporate trust office of U.S. Bank Trust
National Association (the "Paying Agent"), in the City of New York, New York,
provided that payments of interest with respect to any Certificated Note (as
defined below), other than interest at maturity or upon redemption, may be made
at the option of the Company by check mailed to the address of the person or
entity entitled thereto as it appears on the security register of the Company at
the close of business on the Regular Record Date corresponding to the relevant
Interest Payment Date. Unless otherwise specified in the applicable Pricing
Supplement, holders of $10,000,000 or more in aggregate principal amount of
Certificated Notes shall be entitled to receive payments of interest, other than
interest at maturity or upon redemption, by wire transfer of immediately
available funds, if appropriate wire transfer instructions have been given to
the Paying Agent in writing not later than the Regular Record Date prior to the
applicable Interest Payment Date.

                  (7) If so specified in the applicable Pricing Supplement, the
Notes will be redeemable at the option of the Company on the date or dates prior
to maturity specified in the applicable Pricing Supplement at the price or
prices specified in the applicable Pricing Supplement (unless otherwise
specified in such Pricing Supplement, in the case of Notes other than Zero
Coupon Notes or certain interest bearing notes issued as Original Issue Discount
Notes, expressed as a specified percentage of the principal amount of such Note,
together with accrued interest, if any, to the date of redemption stated in the
applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, in the case of Zero Coupon Notes or certain interest bearing
Notes issued as Original Issue Discount Notes (as specified in the applicable
Pricing Supplement), as a specified percentage of the Amortized Face Amount (as
defined below) of such Note as described in paragraph (13) below), together with
accrued interest, if any, to the date of redemption (or, in the case of any
interest bearing Note issued as an Original Issue Discount Note, any accrued but
unpaid "qualified stated interest" payments (as specified in Paragraph (13)
below)). Unless otherwise specified in the applicable Pricing Supplement, the
Company may redeem any of the Notes which are redeemable and remain outstanding
either in whole or from time to time in part upon the terms and conditions set
forth in Article XI of the Indenture.

                  (8) Unless otherwise specified in the. applicable Pricing
Supplement, the Company shall not be obligated to redeem or purchase any Notes
of such series pursuant to any sinking fund or analogous provisions or at the
option of any Holder.

                  (9) Unless otherwise specified in the applicable Pricing
Supplement, Notes of such series may be issued only in fully registered form.
Unless otherwise specified in the applicable Pricing Supplement, the authorized
denomination of the Notes of such series other than Foreign Currency Notes (as
defined below), shall be $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. Foreign Currency Notes will be issued in the
denominations specified in the applicable Pricing Supplement.

                  (10) The Notes may be denominated, and payments of principal
of and interest on the Notes will be made, in United States dollars or in such
foreign currencies or foreign


                                      -13-
<PAGE>   14


currency units as may be specified in the applicable Pricing Supplement
("Foreign Currency Notes"). In the case of a Note having a Specified Currency
other than U.S. dollars, the principal of that Note in U.S. dollars will be
based on the bid quoted by the exchange rate agent as of 11:00 a.m., London
time, on the date of original issuance of such Note, for the purchase of U.S.
dollars with the Specified Currency for settlement of the aggregate amount of
the Specified Currency. If this bid quotation is not available, the exchange
rate agent will obtain a bid quotation from a leading foreign exchange bank in
London or New York City selected by the exchange rate agent for this purchase.

                  (11) Except as otherwise described in Paragraph (5) above and
Paragraph (13) below, the amount of payments of principal of and any premium or
interest on the Notes will not be determined with reference to an index.

                  (12) Unless otherwise specified in the applicable Pricing
Supplement, the Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Indenture.

                  (13) The portion of the principal amount of the Notes, other
than Original Issue Discount Notes, (including any Zero Coupon Notes) which
shall be payable upon declaration of acceleration of maturity thereof shall not
be other than the principal amount thereof. Unless otherwise specified in the
applicable Pricing Supplement, the portion of the principal amount of Zero
Coupon Notes and certain interest bearing Notes issued as Original Issue
Discount Notes (as specified in the applicable Pricing Supplement) upon any
acceleration of the maturity thereof will be the Amortized Face Amount and in
the case of an interest-bearing note issued as an Original Issue Discount Note,
any accrued but unpaid qualified stated interest payments. Unless otherwise
specified in the applicable Pricing Supplement, the amount payable to the holder
of such Original Issue Discount Note upon any redemption thereof will be the
applicable specified percentage of the Amortized Face Amount thereof specified
in the applicable Pricing Supplement, and in the case of any interest bearing
Note issued as an Original Issue Discount Note, any accrued but unpaid
"qualified stated interest" payments (as defined in the Treasury Regulations
regarding original issue discount issued by the Treasury Department (the
"Regulations")). The "Amortized Face Amount" of an Original Issue Discount Note
is equal to the sum of (i) the Issue Price (as defined below) of such Original
Issue Discount Note and (ii) that portion of the difference between the Issue
Price and the principal amount of such original Issue Discount Note that has
been amortized at the Stated Yield (as defined below) of such Original Issue
Discount Note (computed in accordance with Section 1272(a)(4) of the Internal
Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in
each case as in effect on the issue date of such Original Issue Discount Note)
at the date as of which the Amortized Face Amount is calculated. In no event can
the Amortized Face Amount exceed the principal amount of such Note due at the
stated maturity thereof. As used in the preceding sentence, the term "Issue
Price" means the principal amount of such Original Issue Discount Note due at
the stated maturity thereof less the "Original Issue Discount" of such Original
Issue Discount Note specified on the face thereof and in the applicable Pricing
Supplement. The term "Stated Yield" of such Original Issue Discount Note means
the "Yield to Maturity" specified on the face of such Original Issue Discount
Note and in the applicable Pricing Supplement for the period from the Original
Issue Date of such Original Issue Discount Note, as specified on the


                                      -14-
<PAGE>   15


face of such Original Issue Discount Note and in the applicable Pricing
Supplement, to the stated maturity thereof based on its Issue Price and stated
redemption price at maturity thereof.

                  (14) Each Note will be represented by either a global security
(a "Global Security") registered in the name of a nominee of the Depository
(each such Note represented by a Global Security being herein referred to as a
"Book-Entry Note") or a certificate issued in definitive registered form,
without coupons (a "Certificated Note"), as set forth in the applicable Pricing
Supplement. Unless otherwise specified in the applicable Pricing Supplement, The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Book-Entry Notes will not be issuable in certificated form
and will not be exchangeable or transferable. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary or its
nominee, as the case may be, will be considered the sole Holder of the
Book-Entry Note or Notes represented by such Global Security for all purposes
under the Indenture and the Notes.

                  (15) Subject to the terms of the Indenture and the resolutions
and authorization referred to in the first paragraph hereof, the Notes shall
have such other terms (which may be in addition to or different from the terms
set forth herein) as are specified in the applicable Pricing Supplement.

                  B. Establishment of Note Forms pursuant to Section 201 of
Indenture.

                  It is hereby established pursuant to Section 201 of the
Indenture that the Global Securities representing Book-Entry Notes shall be
substantially in the forms attached as Exhibits A, B, C and D hereto, unless a
different form is provided in the applicable Pricing Supplement (which Pricing
Supplement shall be an "Officers' Certificate" satisfying the requirements of
Section 201 of the Indenture).

                  C. Establishment or Procedures for Authentication of Notes
Pursuant to Section 303 of Indenture.

                  It is hereby ordered pursuant to Section 303 of the Indenture
that Notes may be authenticated by the Trustee and issued in accordance with the
Administrative Procedures attached hereto as Exhibit E and upon receipt by the
Trustee (including by facsimile) of an Pricing Supplement Supplemental to this
Officers' Certificate and Company Order, in substantially the form attached as
Exhibit F hereto (an "Pricing Supplement"), setting forth the information
specified or contemplated therein for the particular Notes to be authenticated
and issued. At least one officer signing each Pricing Supplement shall be an
Authorized officer as defined in the resolutions referred to in the first
paragraph hereof.

                  D. Other Matters.

                  The applicable Pricing Supplement shall specify any agent of
the Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 309 of the Indenture, Notes which have not been
issued and sold by the Company.


                                      -15-
<PAGE>   16


                  Attached as Exhibit G hereto are true and correct copies of
resolutions duly adopted by the Board of Directors of the Company on March 20,
2001 and July 17, 2001, such resolutions have not been further amended, modified
or rescinded and remain in full force and effect; and such resolutions are the
only resolutions adopted by the Company's Board of Directors or by any
Authorized Officers relating to the offering and sale of the Notes.

The undersigned have read the pertinent sections of the Indenture including the
related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors of the Company. In the opinion of
the undersigned, the undersigned have made such examination or investigation as
is necessary to enable the undersigned to express an informed opinion as to
whether or not the conditions precedent to the establishment of (i) a series of
Securities, (ii) the forms of such Securities and (iii) the procedures for
authentication of such series of Securities, contained in the Indenture have
been complied with. In the opinion of the undersigned, such conditions have been
complied with.

Dated: August 3, 2001

                                         U.S. BANCORP



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



                                         By ** /s/ Tammy Bauer
                                           ------------------------------------
                                         Name:  Tammy Bauer
                                         Title: Senior Vice President

*   To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
    President designated as an Authorized Officer.

**  To be signed by a Vice President.



                                      -16-
<PAGE>   17


                        EXHIBIT A - GLOBAL FIXED RATE NOTE


                                      -17-

<PAGE>   18


                      EXHIBIT B - GLOBAL FLOATING RATE NOTE









                                      -18-
<PAGE>   19


           EXHIBIT C - GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE









                                      -19-
<PAGE>   20


           EXHIBIT D - GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE








                                      -20-
<PAGE>   21


                      EXHIBIT E - ADMINISTRATIVE PROCEDURES




                                      -21-
<PAGE>   22


                         EXHIBIT F - PRICING SUPPLEMENT







                                      -22-
<PAGE>   23


                          EXHIBIT G - BOARD RESOLUTIONS






                                      -23-