US BANCORP \DE\ — Director's Dealing 2013

Mar 1, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2013-03-01

Reporting Person: CHOSY JAMES L (EVP, General Counsel, and Sec.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	1443.0000	Indirect
Common Stock, $0.01 par value	343.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$33.9900	2023-02-14	Common Stock, $0.01 par value (12356.0000)		Direct
Restricted Stock Units	$		Common Stock, $0.01 par value (13239.0000)		Direct

Footnotes

F1: The options vest in four equal annual installments beginning February 14, 2014.

F2: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 2.

F3: 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 125%, or decrease to as little as 0%, of the initial number of units. These restricted stock units make up part of the reporting person's 2013 long-term incentive compensation grant.

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