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*

Stollenwerk, John J.

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

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

                                                  

(Last)      (First)     (Middle)

Allen-Edmonds Shoe Corporation
201 East Seven Hills Road

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

 

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

(Street)

Port Washington, WI 53074

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
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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number
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

Restricted Stock Units

1-for-1

12/17/02

 

A

 

2,500

 

 (1)

 (1)

Common Stock

2,500

 

2,500

D

 

Deferred Compensation Plan Participation

1-for-1

 

 

 

 

 

 

 (2)

 (2)

Common Stock

839.17

 

839.17(3)

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.64

12/17/02

 

A

 

7,200

 

 (4)

12/17/12

Common Stock

7,200

 

7,200

D

 

Non-Employee Director Stock Option (Right to Buy)

$18.95

 

 

 

 

 

 

10/01/12

Common Stock

1,250

 

1,250

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.18

 

 

 

 

 

 

 

7/01/12

Common Stock

1,600

 

1,600

D

 

Non-Employee Director Stock Option (Right to Buy)

$22.16

 

 

 

 

 

 

 

4/01/12

Common Stock

1,025

 

1,025

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.78

 

 

 

 

 

 

 

1/02/12

Common Stock

2,250

 

2,250

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.78

 

 

 

 

 

 

 

1/02/12

Common Stock

9,150

 

9,150

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.78

 

 

 

 

 

 

 

1/02/12

Common Stock

8,600

 

8,600

D

 

Non-Employee Director Stock Option (Right to Buy)

$22.02

 

 

 

 

 

 

 

10/01/11

Common Stock

1,625

 

1,625

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.31

 

 

 

 

 

 

 

7/02/11

Common Stock

625

 

625

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.20

 

 

 

 

 

 

 

4/02/11

Common Stock

2,650

 

2,650

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.34

 

 

 

 

 

 

 

2/27/11

Common Stock

6,100

 

6,100

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.4375

 

 

 

 

 

 

 

1/02/11

Common Stock

8,800

 

8,800

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.4375

 

 

 

 

 

 

 

1/02/11

Common Stock

1,850

 

1,850

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.6875

 

 

 

 

 

 

 

12/12/10

Common Stock

8,900

 

8,900

D

 

Non-Employee Director Stock Option (Right to Buy)

$22.5625

 

 

 

 

 

 

 

10/02/10

Common Stock

625

 

625

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.875

 

 

 

 

 

 

 

7/03/10

Common Stock

700

 

700

D

 

Non-Employee Director Stock Option (Right to Buy)

$23.375

 

 

 

 

 

 

 

4/03/10

Common Stock

1,225

 

1,225

D

 

Non-Employee Director Stock Option (Right to Buy)

$20.9375

 

 

 

 

 

 

 

1/03/10

Common Stock

6,400

 

6,400

D

 

Non-Employee Director Stock Option (Right to Buy)

$21.375

 

 

 

 

 

 

 

12/14/09

Common Stock

6,900

 

6,900

D

 

Non-Employee Director Stock Option (Right to Buy)

$25.625

 

 

 

 

 

 

 

10/01/09

Common Stock

375

 

375

D

 

Non-Employee Director Stock Option (Right to Buy)

$28.00

 

 

 

 

 

 

 

7/01/09

Common Stock

950

 

950

D

 

Non-Employee Director Stock Option (Right to Buy)

$28.00

 

 

 

 

 

 

 

7/01/09

Common Stock

3,175

 

3,175

D

 

Non-Employee Director Stock Option (Right to Buy)

$29.4167

 

 

 

 

 

 

 

3/09/09

Common Stock

10,800

 

10,800

D

 

Explanation of Responses:

(1) The restricted stock units vest in four equal annual installments beginning on December 17, 2003. Vested units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy.
(2) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's directorship with U.S. Bancorp.
(3) Includes additional amounts acquired in October pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.
(4) The option vests in four equal annual installments beginning on December 17, 2003.
  By: /s/ By Lee R. Mitau
             For John J. Stollenwerk
**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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