Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2012, the Board of Directors of U.S. Bancorp (the "Company") announced that John R. Elmore, currently the Company's Executive Vice President of Community Banking, and Kent V. Stone, currently the Company's Executive Vice President, Consumer Banking, will succeed Richard C. Hartnack, the Company's Vice Chairman, Consumer Banking. Mr. Elmore will serve as the Company's Vice Chairman of Community Banking and Branch Delivery and Mr. Stone will serve as the Company's Vice Chairman of Consumer Banking Sales and Support. The Company also announced that James L. Chosy will succeed Lee R. Mitau as the Company's Executive Vice President and General Counsel. All three appointments will be effective upon the retirements of Mr. Hartnack and Mr. Mitau on March 1, 2013.

A copy of the press release issued by the Company on December 11, 2012, announcing the retirements of Mr. Hartnack and Mr. Mitau and the appointments of Mr. Elmore, Mr. Stone and Mr. Chosy as their respective successors is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by the Company on December 11, 2012

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