US BANCORP \DE\ — Director's Dealing 2014

Jan 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2014-01-23

Reporting Person: Payne Richard B JR (Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-23	Restricted Stock Units	$	A	5552.0000	Acquired		Common Stock, $0.01 par value (5552.0000)	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 14, 2013, and was reported on a Form 4 filed on February 19, 2013. The number of restricted stock units originally awarded was subject to adjustment based on certain fiscal 2013 corporate performance measures. On January 23, 2014, 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.