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US BANCORP \DE\ Director's Dealing 2008

Jan 31, 2008

29924_dirs_2008-01-31_02a9f32a-7d4f-4b12-84fb-0430d0df521a.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2008-01-16

Reporting Person: Thormodsgard Diane L (Vice Chairman)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-16 Restricted Stock Units $ A 6604 Acquired Common Stock (6604) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $0.01 par value 44613 Direct

Footnotes

F1: The total direct holdings of the reprting person were previously incorrectly reported by including a grant of restricted stock units, which had been incorrectly identified as shares of restricted stock in the original filing.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: This amount was previously incorrectly reported as a grant of 6,604 shares of restricted stock.

F4: The restricted stock units fully vest on the third anniversaty of the grant date unless forfeited due to a termination of employment for cause.