US BANCORP \DE\ — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2011-02-16

Reporting Person: Parker P.W. (EVP and Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-16	Common Stock, $0.01 par value	M	7432.0000	$0.0000	Acquired	71498.0000	Direct
2011-02-16	Common Stock, $0.01 par value	F	2431.0000	$28.7400	Disposed	69067.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-16	Employee Stock Option (Right to Buy)	$28.7000	A	59129.0000	Acquired	2021-02-16	Common Stock, $0.01 par value (59129.0000)	Direct
2011-02-16	Restricted Stock Units	$	M	7432.0000	Disposed		Common Stock, $0.01 par value (7432.0000)	Direct
2011-02-16	Restricted Stock Units	$	A	21777.0000	Acquired		Common Stock, $0.01 par value (21777.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	2692.3395	Indirect

Footnotes

F1: Based on a plan report dated February 7, 2011, the most recent plan report available.

F2: The options vest in four equal annual installments beginning on February 16, 2012. These options make up part of the reporting person's annual long-term incentive compensation grant.

F3: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F4: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.

F5: 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.