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. 8B DATED: 09-12-02
U.S. BANCORP
Medium-Term Notes, Series N (Senior)
Medium-Term Notes, Series O (Subordinated)
CUSIP NO.: 91159HGE4 Issue Price (Dollar Amount and Percentage of Principal Amount):
Amount: $200,000,000.00/100.0000%
Series: Proceeds to the Company: $200,000,000.00
[X] Series N (Senior) Interest Rate/Initial Interest Rate:
[_] Series O (Subordinated)
Interest Payment Dates: Quarterly, on the 16th of each March,
June, September and December, beginning December 16, 2002
Form of Note:
Regular Record Dates: 15 calendar days prior
[X] Book-Entry
[_] Certificated Interest Determination Dates: 2 Business Days Prior
Principal Amount: $200,000,000.00 Interest Reset Dates: Quarterly, on the 16th of each March,
June, September and December, beginning December 16, 2002
Trade Date: 09-12-02 Index Source: T3750
Original Issue Date: 09-17-02 Index Maturity: 3 month
Maturity Date: 09-16-05 Spread: 0.150%
Base rate (and, if applicable, Spread Multiplier: --
related Interest Periods):
Maximum Interest Rate: --
[_] Fixed Rate Note
[_] Commercial Paper Rate Note Day Count: Act/360
[_] Federal Funds Rate Note
[X] 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: $0.00 [_] Subject to special provisions set forth therein
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.
Name of Agent and Delivery Instructions:
Bear Stearns & Co. Inc. DTC#352
Signature
/s/ MITCHELL J. BLESKE
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(Authorized Signature}
/s/ KENNETH D. NELSON
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(Authorized Signature}