US BANCORP \DE\ — Capital/Financing Update 2009

Dec 7, 2009

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Filed under Rule 433 File Nos. 333-150298 and 333-150298-04 December 7, 2009

USB Capital XIII $500,000,000 6.625% Trust Preferred Securities

FINAL TERMS AND CONDITIONS

| Issuer: | USB Capital XIII (the “Trust”), a Delaware statutory
trust, the sole asset of which will be junior
subordinated debentures issued by U.S. Bancorp. U.S.
Bancorp will own all the common securities of the trust. |
| --- | --- |
| Guarantor: | U.S. Bancorp (Ticker: USB) |
| Securities Offered: | $500 million 6.625% Trust Preferred Securities |
| Liquidation Amount / Par: | $1,000 per trust preferred security |
| Expected Ratings: | A2/BBB+/A+/AA(low) (Moody’s/S&P/Fitch/DBRS) |
| Pricing Date: | December 7, 2009 |
| Settlement Date: | December 10, 2009 (T + 3) |
| Maturity Date: | December 15, 2039 |
| Coupon/Distribution Rate: | 6.625% per annum |
| 1 st Coupon/Distribution: | June 15, 2010 and semi-annually thereafter |
| Public Offering Price: | $996.37 per trust preferred security |
| Net Proceeds (after underwriting commissions
and before expenses) to Issuer: | $493,810,000 |
| Deferral Provision: | The Trust will defer
payments on the 6.625% trust
preferred securities for up to 10 consecutive semi-annual
periods, or 5 years if U.S. Bancorp defers payments on
the underlying junior subordinated debentures. A
deferral of interest payments cannot extend, however,
beyond the maturity date of the junior subordinated
debentures. Any deferred interest will accrue additional
interest, compounded semi-annually, to the extent
permitted by applicable law. |
| Optional Redemption: | U.S. Bancorp may redeem the junior subordinated debentures |
| | (i) in whole or in part at any time on or after
December 15, 2014, at a make-whole redemption price equal to the
greater of (a) 100% of the principal amount of the junior
subordinated debentures and (b) the present value of
scheduled payments of principal and interest from the
redemption date to the maturity date, on the junior
subordinated debentures to be redeemed, discounted to the
redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a
discount |

Folio /Folio

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	(ii) in whole at any time if certain changes occur
relating to the capital treatment of the trust preferred
securities, investment company laws or tax laws at 100%
of their principal amount plus accrued and unpaid
interest,
	in each case subject to the prior approval of the Federal
Reserve Board, if such approval is then required. To the
extent U.S. Bancorp redeems any of the junior
subordinated debentures, the trust must redeem a
corresponding amount of the trust preferred securities.
CUSIP/ISIN:	90344NAA3/US90344NAA37
Joint Book-runners:	Morgan Stanley & Co. Incorporated, Credit Suisse
Securities (USA) LLC and U.S. Bancorp Investments, Inc.

This communication is intended for the sole use of the person to whom it is provided by us.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. Incorporated at toll-free 1-866-718-1659, Credit Suisse Securities (USA) LLC toll free 1-800-221-1037 or U.S. Bancorp Investments, Inc. toll free 1-800-888-4700 (option #3).