DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.              )

Filed by the Registrant  x
Filed by a Party other than the Registrant  o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

U.S. BANCORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:
		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

EXHIBIT INDEX

The exhibit attached hereto may be deemed “soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended (the “Act”), and the regulations of the Securities and Exchange Commission issued thereunder.  Some of the statements in the exhibit constitute forward-looking statements within the meaning of Section 21E of the Act. Actual results may differ materially from the results implied by these forward-looking statements depending on a variety of factors including those identified in our filings with the Securities and Exchange Commission.  We undertake no responsibility to update those statements.

Exhibit

99.1        Form of letter sent to certain shareholders of the registrant beginning March 21, 2008.

EX-99

Exhibit 99

Richard K. Davis

Chairman, President and CEO

800 Nicollet Mall, 23^rdFloor

Minneapolis, MN 55402

March 21, 2008

Dear Investor:

Thank you for your investment in U.S. Bancorp. I want to bring to your attention amatter of serious concern for our company. The proxy statement that you recently received forour 2008 annual shareholders’ meeting contains a shareholder proposal (Proposal 3) that, ifadopted, could put U.S. Bancorp at a serious competitive disadvantage and erode the value ofyour investment.

Please take the time to vote — every shareholder vote counts!

Proposal 3 seeks to require U.S. Bancorp to annually ask for shareholder approval of theexecutive compensation described in our proxy statement. This proposal is wrong for ourcompany.

·Adoption of this proposal would put U.S. Bancorp at a competitive disadvantage

Proposal 3 would have shareholders vote on the compensation of the executive officersnamed in our proxy statement. If Proposal 3 passes and advisory votes are held annually onexecutive compensation, any such vote disapproving executive compensation could result inunintended consequences and negative publicity for your company not shared by any of itspeers. This could also put pressure on our compensation committee to reduce executivecompensation below competitive levels.

Adoption of Proposal 3 could lead to the loss of executive talent, which would erode thelong-term value of your investment.

·This proposal would not result in a meaningful dialogue with shareholders

If the goal of Proposal 3 is to promote dialogue between shareholders and the companyconcerning executive compensation decisions, this is not an effective mechanism at ourcompany. U.S. Bancorp stock is held by hundreds of thousands of companies and individuals,and the largest shareholder owns less than 5% of our shares. It is impossible to have ameaningful dialogue with a significant segment of shareholders regarding executivecompensation practices. Your Board of Directors is entrusted with making decisions oncomplex matters such as these on behalf of our diverse shareholder base.

·This proposal targets the wrong company

If individual companies are to be targeted for their compensation practices, they shouldbe the underperformers — not us. Our performance has been industry leading.

2007 Performance Metrics*

	USB	Peer Median	USB Rank
Total Shareholder Return	(7.9)%	(27.1)%	1
Return on Assets	1.93%	1.00%	1
Return on Equity	21.3%	11.1%	1
Efficiency Ratio	49.3%	62.2%	1

We rank number one among our peer banks in total shareholder return in the past yearand over the last ten years, as well as number one in dividend growth over the past ten years.In fact, a $100 investment in U.S. Bancorp in 1997 was worth $236 in 2007.

A better approach is to give recent compensation disclosure reforms a chance to work.Then, if shareholder advisory votes on compensation are thought to be advisable, they shouldbe implemented at all companies, not selectively directed at top performers like U.S. Bancorp.

·Proposal 4 is also wrong for our company

We also remind you that our Board of Directors opposes Proposal 4, which requests thatthe offices of Chairman and Chief Executive Officer be held by different people. Our Boardbelieves that this arrangement would not provide any discernable benefits to U.S. Bancorp,given the strong role of our lead director.

You know that we have always managed this company for the benefit of ourshareholders, and our results show that commitment. I, along with your Board of Directors,urge you to vote against Proposals 3 and 4 when you submit your proxy for our 2008 annual meeting.

Sincerely,

Richard K. Davis

P.S. I encourage you to vote by telephone or internet in order to reduce your company’smailing and handling expenses. Instructions for telephone and internet voting can befound on the enclosed proxy card. If you prefer to vote by mail, simply follow theinstructions for completing the card and mail it in the envelope provided. If you have anyquestions, please call our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885.

*Source: company reports. Peer banks: BAC, BBT, CMA, FITB, KEY, NCC, PNC, RF, STI, WB, WFC andWM.