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*

Doyle, Michael J.

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, Assistant Chief Credit Officer

(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

15,202.56

D

 

Common Stock, $0.01 par value

 

 

 

 

 

 

 

672.35(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

Deferred Compensation Plan Participation

1-for-1

 

 

 

 

 

 

 (2)

 (2)

Common Stock

935.31

 

935.31

D

 

Employee Stock Option (Right to Buy)

$21.64

12/17/02

 

A

 

33,000

 

 (3)

12/17/12

Common Stock

33,000

 

33,000

D

 

Employee Stock Option (Right to Buy)

$23.85

 

 

 

 

 

 

 

6/18/12

Common Stock

100,000

 

100,000

D

 

Employee Stock Option (Right to Buy)

$19.23

 

 

 

 

 

 

 

12/18/11

Common Stock

55,000

 

55,000

D

 

Employee Stock Option (Right to Buy)

$21.6875

 

 

 

 

 

 

 

12/12/10

Common Stock

50,000

 

50,000

D

 

Employee Stock Option (Right to Buy)

$21.375

 

 

 

 

 

 

 

12/14/09

Common Stock

25,000

 

25,000

D

 

Employee Stock Option (Right to Buy)

$23.7917

 

 

 

 

 

 

 

11/20/08

Common Stock

21,000

 

21,000

D

 

Employee Stock Option (Right to Buy)

$18.9167

 

 

 

 

 

 

 

12/07/07

Common Stock

7,000

 

7,000

D

 

Explanation of Responses:

(1) Based on a plan report dated 11/30/02, the most recent plan report available.
(2) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's employment with U.S. Bancorp, or age 55, whichever is later.
(3) 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
             For Michael J. Doyle
**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).

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