US BANCORP \DE\ — Director's Dealing 2010

Feb 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2010-02-16

Reporting Person: CECERE ANDREW (Vice Chairman and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-16	Employee Stock Option (Right to Buy)	$23.86	A	180074	Acquired	2020-02-16	Common Stock, $0.01 par value (180074)	Direct
2010-02-16	Restricted Stock Units	$0	A	62866	Acquired		Common Stock, $0.01 par value (62866)	Direct
2010-02-16	Restricted Stock Units	$0	A	167644	Acquired		Common Stock, $0.01 par value (167644)	Direct

Footnotes

F1: The option vests in four equal annual installments beginning on February 16, 2011. This option makes up part of the reporting person's annual long-term incentive compensation grant.

F2: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F3: 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. These Restricted Stock Units make up part of the reporting person's long-term incentive compensation grant.

F4: The Restricted Stock Units vest in four equal annual installments begining on the date listed in the Date Exercisable column of Box 6.

F5: Vesting of these Restricted Stock Units is contingent upon the company's meeting a pre-established performance target relating to average return on equity in 2010, 2011 and 2012. If this performance target is met, then 50% of these Restricted Stock Units vest on the third anniversary of the grant date, 25% on the fourth anniversary and 25% on the fifth anniversary. If the performance target is not met, these Restricted Stock Units will be forfeited. The date listed in the Date Exercisable column of Box 6 is the first possible vesting date. These Restricted Stock Units were granted as a special retention award for the reporting person.