US BANCORP \DE\ — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2003-12-31

Reporting Person: DUFF ANDREW S (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-31	Common Stock, $0.01 par value	J	71394	—	Disposed	63626	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-31	Employee Stock Option (Right to Buy)	$23.34	J	85000	Disposed		Common Stock (170000)	Direct

Footnotes

F1: On December 31, 2003, U.S. Bancorp completed its spin-off of Piper Jaffray Companies by means of a special stock dividend to U.S. Bancorp stockholders of all of the shares of Piper Jaffray Companies held by U.S. Bancorp. Under the terms of the applicable U.S. Bancorp stock incentive plans, the spin-off was deemed to be a termination of employment by U.S. Bancorp. Pursuant to the terms of such U.S. Bancorp stock incentive plans, the deemed termination of Mr. Duff's employment as a result of the spin-off resulted in (1) the forfeiture immediately after the spin-off of 71,394 shares of U.S. Bancorp restricted stock held by Mr. Duff, and (2) the expiration immediately after the spin-off of options to purchase 85,000 shares of U.S. Bancorp common stock.

F2: The expired options were unvested. The remaining 85,000 options under this grant vested in equal parts on 2/27/02 and 2/27/03 and expire on 3/31/04, 90 days from the date of the spin-off.

F3: As disclosed in the Registration Statement on Form 10 of Piper Jaffray Companies previously filed with the Securities and Exchange Commission, Piper Jaffray Companies has announced its intention to grant Mr. Duff a cash award in connection with the spin-off, and the amount of Mr. Duff's cash award will be based in part on the value of his U.S. Bancorp restricted stock and options that are expected to expire or be forfeited in connection with the spin-off.

F4: Pursuant to the terms of the applicable U.S. Bancorp stock incentive plans, as a result of the deemed termination of Mr. Duff's employment in connection with the spin-off, in addition to the options to purchase 85,000 shares which expired immediately after the spin-off, options to purchase 477,628 shares of U.S. Bancorp held by Mr. Duff will expire within 90 days of the spin-off if not exercised prior to such expiration. Options to purchase an additional 253,000 shares of U.S. Bancorp common stock held by Mr. Duff will remain with U.S. Bancorp in accordance with their terms notwithstanding the deemed termination of Mr. Duff's employment with U.S. Bancorp.