US BANCORP \DE\ — Director's Dealing 2003

Jul 21, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2003-07-18

Reporting Person: GRUNDHOFER JERRY A (Director, Chairman, President and CEO)

Footnotes

F1: The reporting person also indirectly beneficially owns 19,051.05 shares of USB common stock through U.S. Bancorp's 401(k) plan as of 6/30/03, the most recent report available, 15,000 shares in his IRA Rollover, and 227,351 shares in his Family Trust.

F2: The option vested in four equal annual installments beginning on June 14, 1995.

F3: The reporting person also directly owns the following stock options to purchase shares of USB common stock: (i) 674,000 at $21.64 per share. The option vests 100% on 12/17/06, or 25% on December 17th of each of 2003, 2004 and 2005 if certain performance criteria are met in those years, and expires on 12/17/12; (ii) 1,000,000 at $19.23 per share. The option vests in four equal annual installments beginning on 12/18/02 and expires on 12/18/11; (iii) 1,070,000 at $21.6875 per share. The option vests in four equal annual installments beginning on 12/12/01 and expires on 12/12/10; (iv) 590,000 at $21.375 per share. The option vests in four equal annual installments beginning on 12/14/00 and expires on 12/14/09; (v) 600,000 at $23.7917 per share. The option vests in full on 11/20/03 and expires on 11/20/08; (vi) 540,000 at $23.7917 per share. The option vested in four equal annual installments beginning on 11/20/99 and expires on 11/20/08.

F4: The reporting person also directly owns the following stock option to purchase shares of USB common stock: (i) 5,289 at $18.9167 per share. The option vested in four equal annual installments beginning on 12/09/98 and expires on 12/9/07; (ii) 534,711 at $18.9167 per share. The option vested in four equal annual installments beginning on 12/9/98 and expires on 12/7/07; (iii) 9,882 at $10.11 per share. The option vested in four equal annual installments beginning on 12/10/97 and expires on 12/10/06; (iv) 530,118 at $10.11 per share. The option vested in four equal annual installments beginning on12/10/97 and expires on 12/9/06; (v) 14,778 at $6.7633 per share. The option vested in four equal annual installments beginning on 12/12/96 and expires on 12/12/05; (vi) 525,222 at $6.7633 per share. The option vested in four equal annual installments beginning on 12/12/96 and expires on 12/9/05.

F5: The reporting person also directly owns an employee stock option to purchase 540,000 shares of USB common stock at $3.7633 per share. The option vested in four equal annual installments beginning on 12/13/95 and expires on 12/10/04.

F6: The reporting person also directly owns 240,141 restricted stock units (includes restricted stock units acquired in July pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award) which convert into common stock on a 1-for-1 basis and will be distributed in two equal installments on the first and second anniversary of the reporting person's attaining the age of 62 or his retirement. The restricted stock units vest 100% on 12/17/06, or 25% on December 17th of each of 2003, 2004 and 2005 if certain performance criteria are met in those years.

F7: The reporting person also directly owns 319,846 restricted stock units (includes restricted stock units acquired in July pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award) which convert into common stock on a 1-for-1 basis on 12/31/06.

F8: The reporting person also directly owns 982,844 Deferred Compensation Plan Participation Units (includes additional amounts acquired in July pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan) which convert into common stock on a 1-for-1 basis and is payable following termination of the reporting person's employment with U.S. Bancorp.