Edgar Filing: OMALEY DAVID B

Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

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

OMB Number: 3235-0287
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1. Name and Address of Reporting Person* O'Maley, David B.	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) Ohio National Financial Services One Financial Way	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 2/25/03
(Street) Cincinnati, OH 45242		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	2/25/03		M		18,000	A	$7.0833	98,160	D

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

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Restricted Stock Units

1-for1

⁽¹⁾

Common Stock

2,521

2,521⁽²⁾

Deferred Compensation Plan Participation

1-for-1

⁽³⁾

Common Stock

4,658.37

4,658.37⁽⁴⁾

Non-Employee Director Stock Option (Right to Buy)

$7.0833

2/25/03

18,000

⁽⁵⁾

4/07/06

Common Stock

18,000

Non-Employee Director Stock Option (Right to Buy)

$21.64

12/17/12

Common Stock

7,200

Non-Employee Director Stock Option (Right to Buy)

$18.95

10/01/12

Common Stock

575

Non-Employee Director Stock Option (Right to Buy)

$23.18

7/01/12

Common Stock

1,825

Non-Employee Director Stock Option (Right to Buy)

$22.16

4/01/12

Common Stock

1,025

Non-Employee Director Stock Option (Right to Buy)

$20.78

1/02/12

Common Stock

2,000

Non-Employee Director Stock Option (Right to Buy)

$20.78

1/02/12

Common Stock

9,150

Non-Employee Director Stock Option (Right to Buy)

$20.78

1/02/12

Common Stock

8,600

Non-Employee Director Stock Option (Right to Buy)

$22.02

10/01/11

Common Stock

1,625

Non-Employee Director Stock Option (Right to Buy)

$23.31

7/02/11

Common Stock

1,125

Non-Employee Director Stock Option (Right to Buy)

$23.20

4/02/11

Common Stock

2,150

Non-Employee Director Stock Option (Right to Buy)

$23.34

2/27/11

Common Stock

6,100

Non-Employee Director Stock Option (Right to Buy)

$23.4375

1/02/11

Common Stock

8,800

Non-Employee Director Stock Option (Right to Buy)

$23.4375

1/02/11

Common Stock

1,325

Non-Employee Director Stock Option (Right to Buy)

$21.6875

12/12/10

Common Stock

8,900

Non-Employee Director Stock Option (Right to Buy)

$22.5625

10/02/10

Common Stock

275

Non-Employee Director Stock Option (Right to Buy)

$20.875

7/03/10

Common Stock

250

Non-Employee Director Stock Option (Right to Buy)

$23.375

4/03/10

Common Stock

875

Non-Employee Director Stock Option (Right to Buy)

$20.9375

1/03/10

Common Stock

6,150

Non-Employee Director Stock Option (Right to Buy)

$21.375

12/14/09

Common Stock

6,900

Non-Employee Director Stock Option (Right to Buy)

$25.625

10/01/09

Common Stock

375

Non-Employee Director Stock Option (Right to Buy)

$28.00

7/01/09

Common Stock

1,100

Non-Employee Director Stock Option (Right to Buy)

$28.00

7/01/09

Common Stock

3,300

Non-Employee Director Stock Option (Right to Buy)

$29.4167

3/09/09

Common Stock

10,800

Non-Employee Director Stock Option (Right to Buy)

$21.00

4/14/08

Common Stock

18,000

Non-Employee Director Stock Option (Right to Buy)

$13.7917

4/06/07

Common Stock

18,000

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) Includes restricted stock units acquired in January pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award. The reinvested units are fully vested and are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy.
(3) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's directorship with U.S. Bancorp.
(4) Includes additional amounts acquired in January pursuant to a dividend reinvestment feature of the U.S. Bancorp Deferred Compensation Plan.
(5) The option vested in four equal annual installments beginning on April 9, 1997.

By: /s/ By Lee R. Mitau
For David B. O'Maley
**Signature of Reporting Person

2/26/03
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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If space is insufficient, See Instruction 6 for procedure.

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POWER OF ATTORNEY

	This statement confirms that I have authorized and designated
Lee R. Mitau, Laura F. Bednarski and Tracy J. Knewtson, and each of
them, as my attorney-in-fact to execute and file on my behalf all Forms
3, 4 and 5 (including any amendments) that I may be required to file
with the Securities and Exchange Commission as a result of my ownership
of or transactions in securities of U.S. Bancorp.  Their authority
under Statement shall continue until I am no longer required to file
Forms 4 and 5 with regard to my ownership of or transactions in
securities of U.S. Bancorp, unless I revoke it earlier writing.  I
acknowledge that they are not assuming any of my responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


Dated:  8-29-02


				/s/David B. O'Maley
				Signature


				David B. O'Maley
				Printed Name