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. 7 DATED: 09-06-02 U.S. BANCORP Medium-Term Notes, Series N (Senior) Medium-Term Notes, Series O (Subordinated) CUSIP NO.: 91159HGD6 Issue Price (Dollar Amount and Percentage of Principal Amount): ISIN: US91159HGD61 Amount: $75,300,675.00/100.4009% (without accrued interest) Series: Proceeds to the Company: $75,424,112.50 (with accrued interest) [X] Series N (Senior) Interest Rate/Initial Interest Rate: 3.95% [_] Series O (Subordinated) Interest Payment Dates: 23rd of each February and August, beginning February 23, 2003 Form of Note: Regular Record Dates: 15 calendar days prior [X] Book-Entry [_] Certificated Interest Determination Dates: -- Principal Amount: $75,000,000.00 Interest Reset Dates: -- Trade Date: 09-06-02 Index Source: -- Original Issue Date: 09-11-02 Index Maturity: -- Maturity Date: 08-23-07 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$500,000,000 3.950% Notes due August 23, 2007, described in the Company's pricing supplement dated 08-20-02 AND 09-03-02. 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 systems, 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 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: Credit Suisse First Boston DTC#355 Signature /s/ JOHN C. STERN ------------------------------------- (Authorized Signature} /s/ MITCHELL J. BLESKE ------------------------------------- (Authorized Signature}