<PAGE>
                                                                     EXHIBIT 4.1

                                  U.S. BANCORP

        Up to $309,278,400 7.25% Junior Subordinated Debentures due 2031

                         Officers' Certificate Pursuant
                         to Section 3.1 of the Indenture

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

                  (1) The Securities of this series shall be known and
         designated as the "7.25% Junior Subordinated Debentures due 2031" of
         the Company (the "Debentures"). The Debentures initially shall be
         issued to USB Capital V, a Delaware statutory business trust (the
         "Trust"). The Trust Agreement for the Trust shall be the Amended and
         Restated Trust Agreement, dated as of December 7, 2001, among the
         Company, as Sponsor, First Union Trust Company, National Association,
         as Property Trustee, First Union Trust Company, National Association,
         as Delaware Trustee, and the Administrative Trustees named therein (the
         "Trust Agreement"). The Guarantee will be issued pursuant to the
         Guarantee Agreement, dated as of December 7, 2001, between the Company
         and First Union Trust Company, National Association, as Guarantee
         Trustee.

                  (2) The aggregate principal amount of Debentures which may be
         authenticated and delivered under the Indenture is $309,278,400 (except
         for Debentures authenticated and delivered upon registration of
         transfer of, or exchange for, or in lieu of, other Debentures pursuant
         to Section 3.4, 3.5, 3.6, 9.6 or 11.6 of the Indenture).

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

                  (4) The principal amount of the Debentures shall be payable in
         full on December 15, 2031 subject to and in accordance with the
         provisions of the Indenture.

                  (5) The rate at which the Debentures shall bear interest will
         be 7.25% per annum; the date from which such interest shall accrue is
         December 7, 2001; the Interest Payment Dates (as defined in the
         Indenture) on which such interest shall be payable are March 15, June
         15, September 15 and December 15 of each year, commencing March 15,
         2002; and the Regular Record Dates (as defined in the Indenture) for
         the interest payable on any Interest Payment Date will be the business
         day preceding each Interest Payment Date, provided, however, in the
         event the Debentures are distributed to the holders of the Capital
         Securities (as defined below) of the Trust, the Regular Record Date for
         the Debentures shall be (i) in the case the Debentures are represented
         by one or more global securities, the business day next preceding such
         Interest Payment Date and (ii) in the case the Debentures are not
         represented by one or more global securities, the date which is fifteen
         days next preceding such Interest Payment Date (whether or not a
         business day).

<PAGE>


         The amount of interest payable for any period will be computed on the
         basis of a 360-day year comprised of twelve 30-day months. The amount
         of interest payable for any period shorter than a full quarterly
         period will be computed on the basis of a 30-day month and, for
         periods of less than a month, the actual number of days elapsed per
         30-day month.

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

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

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

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

                  o    in whole or in part, on one or more occasions at any time
                       on or after December 7, 2006 or

                  o    in whole at any time if certain changes occur in tax or
                       investment company laws and regulations, or in the
                       treatment of the Trust's 7.25% Trust Preferred Securities
                       (the "Capital Securities") for bank regulatory capital
                       purposes (each such event, a "Special Event").

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

<PAGE>


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

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

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

         there is more than an insubstantial risk that:

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

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

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

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

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

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

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

<PAGE>


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

                  o    a change in law or regulation; or

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

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

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

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

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

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

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

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

<PAGE>


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

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



<PAGE>





                  IN WITNESS WHEREOF, the undersigned have executed this
Officers' Certificate as of the 7th day of December, 2001.


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



                                      By:
                                         -----------------------------------
                                         Name:  Kenneth D. Nelson
                                         Title: Senior Vice President