US BANCORP \DE\ — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2014-02-20

Reporting Person: JOSEPH PAMELA A (Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-20	Employee Stock Option (Right to Buy)	$40.3200	A	48333.0000	Acquired	2024-02-20	Common Stock, $0.01 par value (48333.0000)	Direct
2014-02-20	Restricted Stock Units	$	A	40922.0000	Acquired		Common Stock, $0.01 par value (40922.0000)	Direct

Footnotes

F1: The options vest in four equal annual installments beginning on February 20, 2015. These options make up part of the reporting person's 2014 long-term incentive compensation grant.

F2: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

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 2014 long-term incentive compensation grant.

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