US BANCORP \DE\ — Director's Dealing 2009

Oct 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2009-10-22

Reporting Person: CECERE ANDREW (Vice Chairman and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-22	Employee Stock Option (Right to Buy)	$25.35	A	183374	Acquired	2019-10-22	Common Stock, $0.01 par value (183374)	Direct
2009-10-22	Restricted Stock Units	$0	A	59172	Acquired		Common Stock, $0.01 par value (59172)	Direct

Footnotes

F1: This grant was made to Mr. Cecere to replace the grant of the same value that had been awarded to Mr. Cecere in January 2009 and which Mr. Cecere had declined to accept at that time.

F2: The option vests in four equal annual installments beginning on October 22, 2010.

F3: Restricted stock units convert into common stock on a one-for-one basis.

F4: On March 2, 2010, immediately prior to the first vesting, the number of units subject to the award will be adjusted based on the company's one-year performance against certain pre-established performance targets. The number of units may increase to as much as 150%, or decrease to as little as 25%, of the initial number of units.

F5: The restricted stock units vest in four equal annual installments on March 2 of 2010, 2011, 2012 and 2013 unless forfeited earlier due to termination of employment for cause.