GUARANTEE AGREEMENT

EXHIBIT 4.10

GUARANTEE AGREEMENT

Dated as of                      __, 20__

By and Between

U.S. BANCORP,
as Guarantor

and

DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

CROSS REFERENCE TABLE¹

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Table of Contents

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GUARANTEE AGREEMENT

          This GUARANTEE AGREEMENT (the “Guarantee”), dated as of                      ___, 20___, is executed and delivered by U.S. BANCORP, a Delaware corporation (the “Guarantor”), and DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing 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                      , a Delaware statutory trust (the “Trust”).

RECITALS

          WHEREAS, pursuant to the Trust Agreement (as defined herein), the Trust may issue up to $                      aggregate liquidation amount of capital securities, having a liquidation amount of $ ___ per security and designated the “___% Trust Preferred Securities” of the Trust (the “Capital Securities”) and up to $                      aggregate liquidation amount of common securities, having a liquidation amount of $ ___ per security and designated the “___% 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;

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

          (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 300 Delaware Avenue, 9^th Floor, Wilmington, Delaware 19801.

          “Debentures” means the series of junior subordinated debentures to be issued by U.S. Bancorp designated the “___% Junior Subordinated Debentures due ___ ___, ___”, 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

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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 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 Delaware 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 determi