US BANCORP \DE\ — Director's Dealing 2012

Jan 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2012-01-26

Reporting Person: CECERE ANDREW (Vice Chairman and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	Restricted Stock Units	$	A	24755.0000	Acquired		Common Stock, $0.01 par value (24755.0000)	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F2: A grant of restricted stock units was awarded to the Reporting Person on February 16, 2011, and was reported on a Form 4 filed on February 18, 2011. The number of restricted stock units originally awarded was subject to adjustment based on certain fiscal 2011 corporate performance measures. On January 26, 2012, 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 increased. The number of units in column 9 is the total final award amount.

F3: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.