US BANCORP \DE\ — Director's Dealing 2009

Mar 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2009-03-02

Reporting Person: MITAU LEE R (EVP, General Counsel and Sec.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-02	Restricted Stock Units	$	A	45802	Acquired		Common Stock (45802)	Direct
2009-03-02	Employee Stock Option (Right to Buy)	$13.10	A	165289	Acquired	2019-03-02	Common Stock (165289)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (7249)	7249	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: 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 performance targets set on the grant date. The number of units may increase to as much as 150%, or decrease to as little as 25%, of the initial number of units.

F3: The company will not pay or accrue any compensation under the award to the extent that such payment or accrual is prohibited under the American Recovery and Reinvestment Act of 2009, any regulations thereunder or any other laws or regulations

F4: The restricted stock units vest in four equal annual installments beginning on March 2, 2010 unless forfeited earlier due to termination of employment for cause.

F5: The options vest in four equal annual installments beginning on March 2, 2010.

F6: The restricted stock units fully vest on January 16, 2011 (the third anniversary of the grant date) unless forfeited earlier due to termination of employment for cause.