Item 8.01. Other Events.
On March 13, 2009, U.S. Bancorp (the "Company") issued $750 million aggregate principal amount of 2.250% Senior Notes due March 13, 2012 (the "Notes") in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-150298) and a related Revised Pricing Supplement dated March 13, 2009 replacing and superceding in its entirety the Pricing Supplement dated March 10, 2009 to the Prospectus Supplement dated April 25, 2008, supplementing the Prospectus dated April 17, 2008, each as filed with the Securities and Exchange Commission. The sale of the Notes was made pursuant to a Terms Agreement dated March 10, 2009 (the "Terms Agreement") among the Company and Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC, as representatives of the several purchasing agents named in the Terms Agreement. The Terms Agreement is filed as Exhibit 1.1 hereto. The Notes are guaranteed by the Federal Deposit Insurance Corporation under its Temporary Liquidity Guarantee Program. The Company received net proceeds, after the underwriting discount, but before deducting other expenses of the offering, of approximately $748,785,000.
The Notes were issued under an Indenture dated as of October 1, 1991, between the Company and Citibank, N.A. (the "Trustee"), as supplemented by a First Supplemental Indenture dated as of August 6, 2001 between the Company and the Trustee, and as further supplemented by a Second Supplemental Indenture dated as of March 13, 2009 (the "Second Supplemental Indenture") between the Company and the Trustee. The Second Supplemental Indenture is filed as Exhibit 4.1 hereto. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

1.1 Terms Agreement dated March 10, 2009 between U.S. Bancorp and the Purchasing Agents named therein.

4.1 Second Supplemental Indenture dated March 13, 2009 between U.S. Bancorp and Citibank, N.A.

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