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. 5 DATED: 08-20-02 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): Amount: $299,019,000.00/99.673% Series: Proceeds to the Company: $299,019,000.00 [X] Series N (Senior) Interest Rate/Initial Interest Rate: 3.95% [_] Series O (Subordinated) Interest Payment Dates: 23rd of each February and August, beginning Feb. 23, 2003 Form of Note: Regular Record Dates: 15 calendar days prior [X] Book-Entry [_] Certificated Interest Determination Dates: -- Principal Amount: $300,000,000.00 Interest Reset Dates: -- Trade Date: 08-20-02 Index Source: -- Original Issue Date: 08-26-02 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. Name of Agent and Delivery Instructions: Credit Suisse First Boston DTC#355 Signature /s/ JOHN C. STERN ------------------------------------- (Authorized Signature} /s/ KENNETH D. NELSON ------------------------------------- (Authorized Signature}