<PAGE>


                                                                     EXHIBIT 4.5


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




                               GUARANTEE AGREEMENT


                          DATED AS OF DECEMBER 7, 2001


                                 BY AND BETWEEN


                                  U.S. BANCORP,
                                  AS GUARANTOR


                                       AND


                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                                   AS TRUSTEE




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


<PAGE>
                            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>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                       PAGE
<S>                                                                                   <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................................5
            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....11

ARTICLE 5 GUARANTEE.....................................................................12

            SECTION 5.1.   Guarantee....................................................12
            SECTION 5.2.   Waiver of Notice and Demand..................................12
            SECTION 5.3.   Obligations Not Affected.....................................12
            SECTION 5.4.   Rights of Holders............................................13
            SECTION 5.5.   Guarantee of Payment.........................................14
            SECTION 5.6.   Subrogation..................................................14
            SECTION 5.7.   Independent Obligations......................................14

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

            SECTION 6.1.   Limitation of Transactions...................................14
            SECTION 6.2.   Ranking......................................................15
            SECTION 6.3.   Subordination of Common Securities...........................15

ARTICLE 7 TERMINATION...................................................................15

            SECTION 7.1.   Termination..................................................15

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

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

ARTICLE 9 MISCELLANEOUS.................................................................16

            SECTION 9.1.   Successors and Assigns.......................................16
            SECTION 9.2.   Amendments...................................................16
            SECTION 9.3.   Notices......................................................16
            SECTION 9.4.   Benefit......................................................17
            SECTION 9.5.   Governing Law................................................17
</Table>



                                       i
<PAGE>
                                                                               1


                               GUARANTEE AGREEMENT


                  This GUARANTEE AGREEMENT (the "Guarantee"), dated as of
December 7, 2001, is executed and delivered by U.S. BANCORP, a Delaware
corporation (the "Guarantor"), and FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association formed under the laws of the United
States of America, 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 V, a Delaware statutory business trust (the "Trust").

                                    RECITALS

                  WHEREAS, pursuant to the Trust Agreement (as defined herein),
the Trust may issue up to $300,000,000 aggregate liquidation amount of capital
securities, having a liquidation amount of $25 per security and designated the
7.25% Trust Preferred Securities" of the Trust (the "Capital Securities") and up
to $9,278,400 aggregate liquidation amount of common securities, having a
liquidation amount of $25 per security and designated the 7.25% 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>
                                                                               2



                  (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 7.25% Junior Subordinated
Debentures due 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


<PAGE>
                                                                               3



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 First Union Trust Company, National
Association, 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;


<PAGE>
                                                                               4



                           (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

                           (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.


<PAGE>
                                                                               5



                  (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 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.


<PAGE>
                                                                               6



         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.

                  (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


<PAGE>
                                                                               7


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 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;


<PAGE>
                                                                               8



                           (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

                           (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);


<PAGE>
                                                                               9



                           (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 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


<PAGE>
                                                                              10



                           (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.

                                    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).


<PAGE>
                                                                              11



                  (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 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.

<PAGE>
                                                                              12



                                    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:

                  (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);


<PAGE>
                                                                              13



                  (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.

                  (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.


<PAGE>
                                                                              14


         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 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).


<PAGE>
                                                                              15


         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 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.


<PAGE>
                                                                              16



                                    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):

                        First Union Trust Company, National Association
                        One Rodney Square
                        920 King Street, Suite 102
                        Wilmington, Delaware 19801

                        Facsimile No.: (302) 888-7544
                        Attention: Corporate Trust Administration

<PAGE>
                                                                              17



                  (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):

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

                        Facsimile No.: (612) 303-1338
                        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.

         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.



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                            signature page follows.]




<PAGE>




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

                                         U.S. BANCORP,
                                         as Guarantor


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



                                         FIRST UNION TRUST COMPANY, NATIONAL
                                         ASSOCIATION
                                          as Guarantee Trustee



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