US BANCORP \DE\ — Director's Dealing 2010

Feb 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2010-02-10

Reporting Person: McCullough Howell D. III (EVP and Chief Strategy Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-10	Restricted Stock Units	$0	D	1909	Disposed		Common Stock, $0.01 par value (1909)	Direct

Footnotes

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

F2: A grant of restricted stock units was awarded to the Reporting Person on March 2, 2009, and was reported on a Form 4 filed on March 4, 2009. The number of restricted stock units originally awarded was subject to adjustment based on certain fiscal 2009 corporate performance measures. On February 10, 2010, the adjusted, final number of units subject to the award was determined. The number of restricted stock units in column 5 is the number of units by which the original award was reduced. The number of units in column 9 is the final award amount.

F3: 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.