Rule 424(b)(2)
Registration No. 333-65358
PRICING SUPPLEMENT TO PROSPECTUS DATED JULY 25, 2001, AS
SUPPLEMENTED BY PROSPECTUS SUPPLEMENT DATED AUGUST 3, 2001,
AND SUPPLEMENTAL TO THE OFFICERS' CERTIFICATE AND COMPANY
ORDER, DATED AUGUST 3, 2001 NO. 4 DATED: 06-17-02
U.S. BANCORP
Medium-Term Notes, Series N (Senior)
Medium-Term Notes, Series O (Subordinated)
CUSIP NO.: 91159HGC8 Issue Price (Dollar Amount and Percentage of Principal Amount):
ISIN: US91159HGC8
Common Code: 015025999 Amount: $202,936,000.00/101.468% (w/o accrued interest)
Series: Proceeds to the Company: $203,672,666.67 (w/accrued interest)
[X] Series N (Senior) Interest Rate/Initial Interest Rate: 5.10%
[_] Series O (Subordinated)
Interest Payment Dates: Semiannually on the 15th of each
January and July, beginning January 15, 2003
Form of Note:
Regular Record Dates: 15 calendar days prior
[X] Book-Entry
[_] Certificated Interest Determination Dates: --
Principal Amount: $200,000,000.00 Interest Reset Dates: --
Trade Date: 06-17-02 Index Source: --
Original Issue Date: 06-24-02 Index Maturity: --
Maturity Date: 07-15-07 Spread: --
Base rate (and, if applicable, Spread Multiplier: --
related Interest Periods):
Maximum Interest Rate: --
[X] Fixed Rate Note
[_] Commercial Paper Rate Note Day Count: 30/360
[_] Federal Funds Rate Note
[_] LIBOR Note Minimum Interest Rate: --
[_] EURIBOR Note
[_] Prime Rate Note For Original Issue Discount Notes:
[_] CD Rate Note
[_] Treasury Rate Note Original Issue Discount: -- %
[_] CMT Rate Note
[_] Other Base Rate Yield to Maturity: -- %
(as described below)
[_] Zero Coupon Note Original Issue Discount Notes:
Agent's Commission: See Plan of [_] Subject to special provisions set forth therein
Distribution below with respect to the principal amount thereof
payable upon any redemption or acceleration of
Redemption Terms: the maturity thereof.
Other Terms: [_] For Federal income tax purposes only.
Reopening of Issue:
The Notes are intended to be fully
fungible with and will be consolidated
and form a single issue for all
purposes with the Company's issue of
US$300,000,000 5.100% Notes due
July 15, 2007, described in the
Company's pricing supplement dated
05-20-02.
Form and Settlement:
The Notes will be represented by one
or more global certificates in fully
registered form. Each global certificate
will be deposited with, or on behalf of,
DTC and registered in the name of DTC or
its nominee. Investors may elect to hold
their beneficial interests in a global
certificate through DTC, Clearstream
Banking, Societe Anonyme, or Euroclear
Bank S.A./N.V., as operator of the
Euroclear System, if they are participants
in such system or indirectly through
organizations that are participants in such
system. Clearstream and Euroclear
will hold interests on behalf of their
participants through customers' securities
accounts in Clearstream's and Euroclear's
names on the books of their respective
depositaries, which in turn will hold
such interests in customers' securities
accounts in the depositaries' names on
the DTC's books.
Plan of Distribution:
The Underwriter has advised the Company
that the Underwriter proposes to offer
the Notes from time to time for sale in
negotiated transactions or otherwise, at
varying prices to be determined at the
time of the sale.
Name of Agent and Delivery Instructions:
Lehman Brothers Inc. DTC#074
Signature
/s/ MITCHELL J. BLESKE
-------------------------------------
(Authorized Signature}
/s/ KENNETH D. NELSON
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(Authorized Signature}