US BANCORP \DE\ — Director's Dealing 2010

Jan 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2010-01-21

Reporting Person: JOHNSON JOEL W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-22	Common Stock, $0.01 par value	M	6495	$16.7362	Acquired	37088.4615	Direct
2010-01-22	Common Stock, $0.01 par value	F	4323	$25.14	Disposed	32765.4615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-21	Restricted Stock Units	$0	A	9049	Acquired		Common Stock, $0.01 par value (9049)	Direct
2010-01-22	Non-Employee Director Stock Option (Right to Buy)	$16.7362	M	6495	Disposed	2010-04-20	Common Stock, $0.01 par value (6495)	Direct

Footnotes

F1: Includes amounts acquired pursuant to dividend reinvestment.

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

F3: The restricted stock units were fully vested at the time of grant. Units are payable in common stock when the reporting person ceases to serve on the Board of Directors and is not providing services to the Company as an independent contractor, except that all units are forfeited if the holder's service is terminated for cause.

F4: The option was fully vested immediately after grant.