Item 8.01 Other Events.

The Compensation Committee of the Company's Board of Directors granted Richard K. Davis, Chairman, President, and Chief Executive Officer, options to purchase 305,625 shares of the Company's common stock at an exercise price of $25.35 per share, the Company's closing stock price on October 22, 2009, the date of grant, and 98,619 performance restricted stock units ("Units"). Andrew Cecere, Vice Chairman and Chief Financial Officer, was granted options to purchase 183,374 shares of the Company's common stock, at an exercise price of $25.35 per share, and 59,172 Units. These awards replaced the long-term incentive awards made in January 2009 to Messrs. Davis and Cecere, that these officers declined to accept. The Compensation Committee also reinstated Mr. Davis's $1,255,500 cash incentive bonus and Mr. Cecere's $525,000 cash incentive bonus that these officers also declined when awarded in January 2009.

The terms of the Units are generally similar to the Units granted to the Company's other executive officers which were described on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 6, 2009. The Units and options were awarded pursuant to the shareholder-approved U.S. Bancorp 2007 Stock Incentive Plan, a copy of which is on file with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 18, 2007. The form of Performance Restricted Stock Unit Award Agreement used in connection with the Unit awards is on file with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 6, 2009. The form of Non-Qualified Stock Option Agreement used in connection with the option awards is on file with the SEC as Exhibit 10.8(a) to the Company's Current Report on Form 8-K filed on January 7, 2009.

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