US BANCORP \DE\ — Director's Dealing 2012

Feb 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2012-02-15

Reporting Person: Payne Richard B JR (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock, $0.01 par value	M	12246.0000	$0.0000	Acquired	42337.3730	Direct
2012-02-16	Common Stock, $0.01 par value	M	11894.0000	$0.0000	Acquired	54231.3730	Direct
2012-02-16	Common Stock, $0.01 par value	F	3914.0000	$28.6500	Disposed	50317.3730	Direct
2012-02-16	Common Stock, $0.01 par value	F	4005.0000	$28.6500	Disposed	46312.3730	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Employee Stock Option (Right to Buy)	$28.6300	A	108056.0000	Acquired	2022-02-15	Common Stock, $0.01 par value (108056.0000)	Direct
2012-02-15	Restricted Stock Units	$	A	38421.0000	Acquired		Common Stock, $0.01 par value (38421.0000)	Direct
2012-02-16	Restricted Stock Units	$	M	11894.0000	Disposed		Common Stock, $0.01 par value (11894.0000)	Direct
2012-02-16	Restricted Stock Units	$	M	12246.0000	Disposed		Common Stock, $0.01 par value (12246.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	1863.7699	Indirect
Common Stock, $0.01 par value	2000.0000	Indirect

Footnotes

F1: Includes amount acquired pursuant to dividend reinvestment.

F2: Based on a plan report dated February 6, 2012, the most recent plan report available.

F3: The options vest in four equal annual installments beginning on February 15, 2013. These options make up part of the reporting person's annual long-term incentive compensation grant.

F4: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

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.

F6: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.