Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Mitau, Lee R.

2. Issuer Name and Ticker or Trading Symbol
U.S. Bancorp (USB)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Executive Vice President, General Counsel & Secretary

(Last)      (First)     (Middle)

U.S. Bancorp
800 Nicollet Mall

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
12/17/02

(Street)

Minneapolis, MN 55402

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock, $0.01 par value

12/17/02

 

A

 

15,000

A

$21.64

161,522

D

 

Common Stock, $0.01 par value

 

 

 

 

 

 

 

4,390.88(1)

I

401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

$21.64

12/17/02

 

A

 

133,000

 

 (2)

12/17/12

Common Stock

133,000

 

133,000

D

 

Employee Stock Option (Right to Buy)

$19.23

 

 

 

 

 

 

 

12/18/11

Common Stock

140,000

 

140,000

D

 

Employee Stock Option (Right to Buy)

$23.34

 

 

 

 

 

 

 

2/27/11

Common Stock

125,000

 

125,000

D

 

Employee Stock Option (Right to Buy)

$28.90

 

 

 

 

 

 

 

10/02/05

Common Stock

954

 

954

D

 

Employee Stock Option (Right to Buy)

$28.90

 

 

 

 

 

 

 

10/02/05

Common Stock

2,215

 

2,215

D

 

Employee Stock Option (Right to Buy)

$28.90

 

 

 

 

 

 

 

12/19/06

Common Stock

16,723

 

16,723

D

 

Employee Stock Option (Right to Buy)

$28.95

 

 

 

 

 

 

 

12/19/06

Common Stock

66,213

 

66,213

D

 

Employee Stock Option (Right to Buy)

$29.30

 

 

 

 

 

 

 

12/19/06

Common Stock

51,413

 

51,413

D

 

Employee Stock Option (Right to Buy)

$29.30

 

 

 

 

 

 

 

10/02/05

Common Stock

17,782

 

17,782

D

 

Employee Stock Option (Right to Buy)

$29.35

 

 

 

 

 

 

 

4/20/09

Common Stock

379,500

 

379,500

D

 

Employee Stock Option (Right to Buy)

$35.18

 

 

 

 

 

 

 

12/19/06

Common Stock

38,523

 

38,523

D

 

Employee Stock Option (Right to Buy)

$27.27

 

 

 

 

 

 

 

12/19/06

Common Stock

3,795

 

3,795

D

 

Employee Stock Option (Right to Buy)

$27.27

 

 

 

 

 

 

 

10/02/05

Common Stock

21,673

 

21,673

D

 

Employee Stock Option (Right to Buy)

$21.34

 

 

 

 

 

 

 

10/02/05

Common Stock

4,245

 

4,245

D

 

Explanation of Responses:

(1) Based on a plan report dated 11/30/02, the most recent plan report available.
(2) The option vests 100% on December 17, 2009, or 25% on December 17th of each of 2003, 2004, 2005 and 2006 if certain performance criteria are met in those years.
  By: /s/ Lee R. Mitau
              
**Signature of Reporting Person		 12/19/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
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