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US BANCORP \DE\ Director's Dealing 2008

Nov 5, 2008

29924_dirs_2008-11-05_9864582d-e62a-4ad8-8989-5d1397231205.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2008-11-04

Reporting Person: CHENEVICH WILLIAM L (Vice Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-04 Common Stock, $0.01 par value M 69796 $21.4938 Acquired 152233 Direct
2008-11-04 Common Stock, $0.01 par value S 37398 $31.70 Disposed 114835 Direct
2008-11-04 Common Stock, $0.01 par value S 32398 $30.9424 Disposed 82437 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-04 Employee Stock Option (Right to Buy) $21.4938 M 69796 Disposed 2012-12-17 Common Stock (69796) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $0.01 par value 2358.0372 Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $30.93 to $30.96 The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F2: Based on a plan report dated October 31, 2008, the most recent plan report available.

F3: The option was subject to performance-accelerated vesting. The option vested 25% on each of February 1, 2004 and February 1, 2007. The remaining 50% vested on December 17, 2007.