S-8

As filed with the Securities and Exchange Commission on June 21, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware	41-0255900
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices) (Zip code)

U.S. Bank 401(k) Savings Plan

U.S. Bancorp Executive Employees Deferred Compensation Plan

U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement)

U.S. Bancorp Outside Directors Deferred Compensation Plan

U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement)

(Full title of the plans)

James L. Chosy, Esq. Executive Vice President, General Counsel and Corporate Secretary U.S. Bancorp 800 Nicollet Mall Minneapolis, Minnesota 55402	Copy to: Jay L. Swanson, Esq. Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, Minnesota 55402 (612) 340-2600
(Name and address of agent for service)

(651) 466-3000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock ($.01 par value) (1)(2)	7,130,000 shares	$35.08(3)	$250,120,400 (3)	$34,117
Deferred Compensation Obligations under the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (4)	$60,000,000	N/A	$60,000,000	$8,184
Deferred Compensation Obligations under the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (4)	$2,100,000	N/A	$2,100,000	$287

(1) Includes (a) 6,000,000 shares of Common Stock that may be offered or sold pursuant to the U.S. Bank 401(k) Savings Plan, (b) 1,050,000 shares of Common Stock that may be issued in connection with distributions from the U.S. Bancorp Executive Employees Deferred Compensation Plan and the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) and (c) 80,000 shares of Common Stock that may be issued in connection with distributions from the U.S. Bancorp Outside Directors Deferred Compensation Plan and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of Common Stock that may be offered or issued under or in connection with such plans to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the U.S. Bank 401(k) Savings Plan.

(3) Calculated solely for the purpose of this offering in accordance with Rule 457(h) based on the average of the high and low prices of U.S. Bancorp Common Stock as reported on the New York Stock Exchange on June 20, 2013.

(4) The deferred compensation obligations are unsecured obligations of U.S. Bancorp to pay deferred compensation in the future in accordance with each of the plans.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by U.S. Bancorp and the U.S. Bank 401(k) Savings Plan (as amended to date, the “401(k) Savings Plan”) with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this registration statement:

(a) U.S. Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012;

(b) U.S. Bancorp’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013;

(c) U.S. Bancorp’s Current Reports on Form 8-K filed on January 7, 2013, January 16, 2013, March 8, 2013, March 14, 2013, April 16, 2013, April 18, 2013, May 2, 2013 and June 20, 2013;

(d) The Annual Report on Form 11-K of the 401(k) Savings Plan for the plan year ended December 31, 2012; and

(e) The description of U.S. Bancorp’s common stock contained in any registration statement or report filed by U.S. Bancorp under the Securities Act of 1933, as amended (the “Securities Act”), or in any report filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by U.S. Bancorp or the 401(k) Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Unless otherwise stated in the applicable reports, information furnished under Item 2.02 or 7.01 of our Current Reports on Form 8-K is not incorporated by reference.

Item 4. Description of Securities.

U.S. Bancorp Common Stock

A description of the U.S. Bancorp common stock is contained in U.S. Bancorp’s Registration Statement on Form 8-A on file with the SEC, as amended from time to time.

Deferred Compensation Obligations

The deferred compensation obligations being registered pursuant to the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (the “Employee Plan”) and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (the “Director Plan” and, together with the Employee Plan, the “Plans”) represent obligations (the “Obligations”) of U.S. Bancorp to pay deferred compensation in the future in accordance with the terms of each of the Plans. Copies of each of the Plans have been filed with the SEC and are incorporated herein by reference.

Eligible employees of U.S. Bancorp are entitled to defer receipt of certain compensation into the Employee Plan, and non-employee members of the Board of Directors of U.S. Bancorp are entitled to defer receipt of director fees into the Director Plan. The Obligations are general unsecured obligations of U.S. Bancorp subject to the claims of its general creditors. The Plans are considered entirely unfunded for tax purposes. The amount of compensation to be deferred by each participating eligible employee or Board member (individually, a “Participant” and collectively, the “Participants”) is determined in accordance with the applicable plan based on elections by each Participant.

Under the Plans, amounts credited to a Participant’s account are credited with deemed investment returns equal to the experience of certain investment funds offered under the Plans and selected by the Participant, including U.S. Bancorp common stock. The Obligations are generally payable upon the earlier of a Participant’s death or Separation from Service (as defined in the Plans, and subject to the requirement that distributions to Participants who are Specified Employees at the time of their Separation from Service will be delayed until the last day of the month that is six months after such Separation from Service), subject to exceptions for in-service withdrawals in the event of an Unforeseeable Emergency (as defined in the Plans), certain court-ordered distributions, distributions in the event the plan fails to meet the requirements of Section 409A of the Internal Revenue Code, and distributions upon termination of the applicable plan. The Obligations generally are payable in cash in the form of a lump-sum distribution or in installments paid over 5-year, 10-year, 15-year or 20-year periods, as elected by the Participant at the time of the initial election to defer compensation. Account balances that reflect a deemed investment in U.S. Bancorp common stock will, unless otherwise determined by the Committee, be distributed in shares of U.S. Bancorp common stock, provided that fractional shares will be paid in cash.

A Participant may designate one or more beneficiaries to receive any portion of the Obligations payable in the event of death. Participants or beneficiaries may not assign or transfer any right or interest in the Plans in which they are participating, and the payments under each of the Plans may not be subject to alienation, attachment, execution, levy, pledge or garnishment by or on behalf of creditors of Participants or beneficiaries. U.S. Bancorp reserves the right to amend or terminate the Plans.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under Delaware law, U.S. Bancorp will indemnify its directors and officers under certain circumstances against all expenses and liabilities incurred by them as a result of suits brought against them as directors and officers of U.S. Bancorp. The indemnified directors, advisory directors and officers must act in good faith and in a manner they reasonably believe to be in the best interests of U.S. Bancorp, and, with respect to any criminal action or proceeding, have no reasonable cause to believe their conduct was unlawful. U.S. Bancorp will not indemnify directors, advisory directors and officers for expenses in respect of any matter as to which the indemnified directors and officers shall have been adjudged to be liable to U.S. Bancorp, unless the court in which the action or suit was brought shall determine otherwise. U.S. Bancorp may indemnify officers, advisory directors and directors only as authorized in each specific case upon a determination by the shareholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable statutory standard of conduct.

Article Eighth of U.S. Bancorp’s restated certificate of incorporation, as amended, provides that a director will not be personally liable to U.S. Bancorp or its shareholders for monetary damages for a breach of fiduciary duty as a director, except for liability: (a) for any breach of the director’s duty of loyalty to U.S. Bancorp or its shareholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under the Delaware statutory provision making directors personally liable for unlawful payment of dividends or unlawful stock repurchases or redemptions, or (d) for any transaction from which the director derived an improper personal benefit.

Article VI of U.S. Bancorp’s amended and restated bylaws provides that the officers, directors and advisory directors of U.S. Bancorp will be indemnified to the full extent permitted by the Delaware General Corporation Law. The board of directors has discretion to indemnify any employee of U.S. Bancorp for actions arising by reason of the employee’s employment with U.S. Bancorp. U.S. Bancorp will pay expenses incurred by officers, directors and advisory directors in defending actions in advance of any final disposition if the officer, director or advisory director agrees to repay the amounts if it is ultimately determined that he or she is not entitled to be indemnified under the bylaws, Delaware law or otherwise.

U.S. Bancorp maintains a standard policy of officers’ and directors’ liability insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed on June 20, 2013).
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 20, 2010).
4.3(a)	U.S. Bank 401(k) Savings Plan (2002 Restatement), effective January 1, 2002, as amended by 12 separate amendments (incorporated by reference to Exhibit 4.4 to Form S-8 filed on April 20, 2010).
4.3(b)	Thirteenth, Fourteenth, Fifteenth and Sixteenth Amendments of U.S. Bank 401(k) Savings Plan (2002 Restatement).
4.4(a)	U.S. Bancorp Executive Employees Deferred Compensation Plan (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2003).
4.4(b)	2011 Amendment of U.S. Bancorp Executive Employees Deferred Compensation Plan (incorporated by reference to Exhibit 10.9(b) to Form 10-K for the year ended December 31, 2011).
4.5(a)	U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (formerly the U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan) (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 21, 2005).
4.5(b)	First Amendment of U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) effective as of January 31, 2009 (incorporated by reference to Exhibit 10.2(b) to Form 8-K filed on January 7, 2009).
4.5(c)	Second Amendment of U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) effective as of January 1, 2010 (incorporated by reference to Exhibit 10.13(c) to Form 10-K for the year ended December 31, 2010).
4.5(d)	Third Amendment of U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (incorporated by reference to Exhibit 10.10(d) to Form 10-K for the year ended December 31, 2011).
4.6(a)	U.S. Bancorp Outside Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2003).
4.6(b)	2011 Amendment of U.S. Bancorp Outside Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.11(b) to Form 10-K for the year ended December 31, 2011).
4.7(a)	U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (formerly the U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan) (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 21, 2005).
4.7(b)	First Amendment of U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) effective as of January 31, 2009 (incorporated by reference to Exhibit 10.3(b) to Form 8-K filed on January 7, 2009).
4.7(c)	Second Amendment of U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (incorporated by reference to Exhibit 10.12(c) to Form 10-K for the year ended December 31, 2011).

5.1	Opinion of Dorsey & Whitney LLP.
5.2	Determination Letter from the Internal Revenue Service with respect to qualification of the U.S. Bank 401(k) Savings Plan under Section 401 of the Internal Revenue Code of 1986, as amended (incorporated by reference to Exhibit 5.2 to Form S-8 filed on April 20, 2010).
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of the 401(k) Savings Plan’s annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on June 21, 2013.

U.S. BANCORP
By:	/s/ Richard K. Davis
	Richard K. Davis
	Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on June 21, 2013.

Signature and Title

/s/ Richard K. Davis

Richard K. Davis,

Chairman, President, and Chief Executive Officer

(principal executive officer)

/s/ Andrew Cecere

Andrew Cecere,

Vice Chairman and Chief Financial Officer

(principal financial officer)

/s/ Craig E. Gifford

Craig E. Gifford,

Executive Vice President and Controller

(principal accounting officer)

/s/ Douglas M. Baker, Jr.*

Douglas M. Baker, Jr., Director

/s/ Y. Marc Belton*

Y. Marc Belton, Director

/s/ Victoria Buyniski Gluckman*

Victoria Buyniski Gluckman, Director

/s/ Arthur D. Collins, Jr.*

Arthur D. Collins, Jr., Director

/s/ Roland A. Hernandez*

Roland A. Hernandez, Director

/s/ Doreen Woo Ho *

Doreen Woo Ho, Director

Signature and Title

/s/ Joel W. Johnson*

Joel W. Johnson, Director

/s/ Olivia F. Kirtley*

Olivia F. Kirtley, Director

/s/ Jerry W. Levin*

Jerry W. Levin, Director

/s/ David B. O’Maley*

David B. O’Maley, Director

/s/ O’dell M. Owens, M.D., M.P.H.*

O’Dell M. Owens, M.D., M.P.H., Director

/s/ Craig D. Schnuck*

Craig D. Schnuck, Director

/s/ Patrick T. Stokes*

Patrick T. Stokes, Director

* James L. Chosy, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.

Dated: June 21, 2013	By:	/s/ James L. Chosy
		James L. Chosy
		Attorney-In-Fact
		Executive Vice President,
		General Counsel and Corporate Secretary

Pursuant to the requirements of the Securities Act, the trustee (or other person who administers the employee benefit plan) has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on June 21, 2013.

U.S. BANK 401(K) SAVINGS PLAN
By: U.S. Bancorp, the Plan Administrator
By:	/s/ Richard K. Davis
	Richard K. Davis
	Chairman, President and Chief Executive Officer

EXHIBIT INDEX

4.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed on June 20, 2013).
4.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on January 20, 2010).
4.3(a)	U.S. Bank 401(k) Savings Plan (2002 Restatement), effective January 1, 2002, as amended by 12 separate amendments (incorporated by reference to Exhibit 4.4 to Form S-8 filed on April 20, 2010).
4.3(b)	Thirteenth, Fourteenth, Fifteenth and Sixteenth Amendments of U.S. Bank 401(k) Savings Plan (2002 Restatement).
4.4(a)	U.S. Bancorp Executive Employees Deferred Compensation Plan (incorporated by reference to Exhibit 10.18 to Form 10-K for the year ended December 31, 2003).
4.4(b)	2011 Amendment of U.S. Bancorp Executive Employees Deferred Compensation Plan (incorporated by reference to Exhibit 10.9(b) to Form 10-K for the year ended December 31, 2011).
4.5(a)	U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (formerly the U.S. Bancorp 2005 Executive Employees Deferred Compensation Plan) (incorporated by reference to Exhibit 10.2 to Form 8-K filed on December 21, 2005).
4.5(b)	First Amendment of U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) effective as of January 31, 2009 (incorporated by reference to Exhibit 10.2(b) to Form 8-K filed on January 7, 2009).
4.5(c)	Second Amendment of U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) effective as of January 1, 2010 (incorporated by reference to Exhibit 10.13(c) to Form 10-K for the year ended December 31, 2010).
4.5(d)	Third Amendment of U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (incorporated by reference to Exhibit 10.10(d) to Form 10-K for the year ended December 31, 2011).
4.6(a)	U.S. Bancorp Outside Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to Form 10-K for the year ended December 31, 2003).
4.6(b)	2011 Amendment of U.S. Bancorp Outside Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.11(b) to Form 10-K for the year ended December 31, 2011).
4.7(a)	U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (formerly the U.S. Bancorp 2005 Outside Directors Deferred Compensation Plan) (incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 21, 2005).
4.7(b)	First Amendment of U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) effective as of January 31, 2009 (incorporated by reference to Exhibit 10.3(b) to Form 8-K filed on January 7, 2009).
4.7(c)	Second Amendment of U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (incorporated by reference to Exhibit 10.12(c) to Form 10-K for the year ended December 31, 2011).
5.1	Opinion of Dorsey & Whitney LLP.

5.2	Determination Letter from the Internal Revenue Service with respect to qualification of the U.S. Bank 401(k) Savings Plan under Section 401 of the Internal Revenue Code of 1986, as amended (incorporated by reference to Exhibit 5.2 to Form S-8 filed on April 20, 2010).
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2	Consent of Ernst & Young LLP.
24.1	Power of Attorney.

EX-4.3.B

Exhibit 4.3(b)

THIRTEENTH AMENDMENT

OF

U.S. BANK 401(k) SAVINGS PLAN

(2002 Restatement)

The U.S. Bank 401(k) Savings Plan (2002 Restatement) (hereinafter referred to as the “Plan Statement”) is hereby amended in the following respects:

1. HARDSHIP DISTRIBUTIONS. Effective August 1, 2006, the Plan Statement is amended by revising the last sentence in Section 7.2.5(d) to read as follows:

For purposes of this Section 7.2.5(d), all of the plans maintained by the Company and Affiliates shall mean all qualified and nonqualified plans or deferred compensation maintained by the Company and Affiliates (including stock option, stock purchase or similar plans).

2. LOAN INTEREST RATE. Effective January 1, 2006, the Plan Statement is amended by adding at the end of Section 7.6.6(b) the following sentence:

Notwithstanding the foregoing, with respect to any Participant on military leave, such interest rate shall not exceed the maximum amount permitted under the Soldiers’ and Sailors’ Civil Relief Act of 1942 for the duration of such military leave.

3. TRUST PROVISIONS. Effective November 22, 2010, Section 10.6(q) of the Plan Statement is amended to add the Wells Fargo Bank Declaration of Trust Establishing Investment Funds for Employee Benefit Trusts as an additional declaration of trust under that Section. In addition, effective December 1, 2010, Section 10.6(q) of the Plan Statement is amended to read as follows:

(q) Incorporated by reference into this Agreement are the following bank collective investment fund declarations of trust (each of which shall be a “Declaration of Trust”) as the same may be amended from time to time:

(i) Declaration of Trust for the Rainier Multiple Investment Trust,

(ii) Declaration of Trust for the William Blair Collective Investment Trust,

(iii) Declaration of Trust for the Nuveen/SEI Trust Company Investment Trust,

(iv) Fourth Amended and Restated Declaration of Trust for the State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans,

(v) Declaration of Trust for The Boston Company, Inc., Pooled Employee Funds,

(vi) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement Income Trust,

(vii) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2005 Trust I,

(viii) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2010 Trust I,

(ix) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2015 Trust I,

(x) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2020 Trust I,

(xi) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2025 Trust I,

(xii) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2030 Trust I,

(xiii) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2035 Trust I ,

(xiv) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2040 Trust I,

(xv) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2045 Trust I,

(xvi) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2050 Trust I,

(xvii) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2055 Trust I, and

(xviii) Wells Fargo Bank Declaration of Trust Establishing Investment Funds for Employee Benefit Trusts.

Notwithstanding any other provision of this Plan Statement to the contrary, the Trustee may cause any part or all of the Fund, without limitation as to amount, to be commingled with the money of trusts created by others, by causing such money to be invested as a part of any or all of the funds created by any of the aforementioned Declaration of Trust and the Fund so added to any of said funds at any time shall be subject to all of the provisions of said Declaration of Trust as it is amended from time to time.

4. SCHEDULE I – PARTICIPATING EMPLOYERS. Effective January 1, 2011, the existing Schedule I listing participating employers shall be replaced with the attached Schedule I dated effective January 1, 2011.

5. SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

-2-

SCHEDULE I

PARTICIPATING EMPLOYERS

(As of January 1, 2011)

Elavon, Inc.	58-1916822
Housing Capital Company	94-3206669
Quasar Distributors, LLC	39-1982827
U.S. Bancorp Asset Management	41-2003732
U.S. Bancorp Equipment Finance, Inc.	93-0594454
U.S. Bancorp Fund Services, LLC	39-1939072
U.S. Bancorp Insurance Services, LLC	39-1914078
U.S. Bancorp Investments, Inc.	41-1233380
U.S. Bancorp Service Providers, LLC	39-2019998
U.S. Bank National Association	31-0841368
U.S. Bank National Association North Dakota	41-1881896
U.S. Bank Trust National Association SD	41-1899865
U.S. Bank Trust National Association	41-1973763
Voyager Fleet Systems, Inc.	76-0476053
NFC Sahara Corporation	26-1540656

SI-1

FOURTEENTH AMENDMENT

OF

U.S. BANK 401(k) SAVINGS PLAN

(2002 Restatement)

The U.S. Bank 401(k) Savings Plan (2002 Restatement) (hereinafter referred to as the “Plan Statement”) is hereby amended in the following respect:

1. RECOGNIZED EMPLOYMENT. Effective October 1, 2011, Section 2.1.37(a) of the Plan Statement is amended by (i) deleting the “and” at the end of subparagraph 2.1.37(a)(vi), (ii) replacing the “.” at the end of subparagraph 2.1.37(a)(vii) with “; and”, and (iii) adding the following new subparagraph 2.1.37(a)(viii):

(viii) employment of an employee of a foreign entity by an Employer pursuant to a secondment arrangement between the Employer and the foreign entity unless and until the Principal Sponsor shall declare such employment to be Recognized Employment.

2. WRERA-NO WAIVER OF MINIMUM REQUIRED DISTRIBUTIONS FOR 2009 CALENDAR YEAR. The Plan did not waive minimum required distributions for the 2009 calendar year, and the Plan did not give eligible participants and beneficiaries the option to elect to waive minimum required distributions for the 2009 calendar year.

3. SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

FIFTEENTH AMENDMENT

OF

U.S. BANK 401(k) SAVINGS PLAN

(2002 Restatement)

The U.S. Bank 401(k) Savings Plan (2002 Restatement) (hereinafter referred to as the “Plan Statement”) is hereby amended as follows:

1. SMALL AMOUNTS. Effective for amounts in the Plan that have not been distributed as of October 1, 2012, Section 7.1.1(a) of the Plan Statement is amended to change the phrase “Five Thousand Dollars ($5,000)” to be “One Thousand Dollars ($1,000)”.

2. SMALL AMOUNTS. Effective for amounts in the Plan that have not been distributed as of October 1, 2012, Section 7.1.1(c) of the Plan Statement is amended (i) to delete the first two sentences of Section 7.1.1(c) of the Plan Statement, and (ii) to amend the second part of the third sentence (which begins, “the Benefits Administration Committee may...”) to read, “the Account shall be distributed as provided under Section 7.5.6.”

3. LOST PARTICIPANTS. Effective October 1, 2012, the Plan Statement shall be amended by adding a new Section 7.5.6 to read as follows:

7.5.6. Lost Distributees and Lost Participants. The Accounts of Participants and Beneficiaries shall be subject to the following rules:

(a) Lost Distributees With a Benefit of One Thousand Dollars ($1,000) or Less. If a Participant or Beneficiary cannot be located after reasonable efforts have been made to find such Participant or Beneficiary (the “lost distributee”), the Account shall be distributed pursuant to Section 7.1.1. If the Account cannot be distributed directly to the lost distributee, then the lost distributee’s Account will be forfeited. The Committee or its designee shall maintain a list of lost distributees whose Accounts are forfeited.

(b) Forfeiture of Accounts for Lost Distributees Who Have Attained Normal Retirement Age or Older. If a lost distributee cannot be located after (i) reasonable efforts have been made to find such lost distributee, (ii) the lost distributee has attained (or would have attained) Normal Retirement Age (age 65) under the Plan (if the lost distributee is a Beneficiary then the date the Participant would have attained Normal Retirement Age), and (iii) the Account is not distributed pursuant to Section 7.1.1, then the lost distributee’s Account will be forfeited. The Committee or its designee shall maintain a list of lost distributees whose Accounts are forfeited.

1

(c) Uncashed Checks. If the Plan issues a payment, that payment is not cashed or deposited, and the individual who was issued the check is a lost distributee, then the Plan will forfeit the check.

(d) Later Location of Lost Distributee. If a lost distributee is later located and files an application for distribution after an amount has been forfeited (including distribution of an uncashed check) with the Committee, the dollar amount forfeited (and only that amount with no earnings or interest) shall be distributed to such lost distributee as soon as administratively practicable following the approval of such application by the Committee.

(e) Additional Rules. The Committee may adopt additional rules regarding the benefit due to lost distributees, the reasonable efforts that will be taken to locate lost distributees, the forfeiture of benefit due to lost distributees, the restoration of the benefit due to lost distributees, and the distribution of the benefit due to lost distributees.

4. OTHER TRUST POWERS. Effective October 1, 2012, the Plan Statement shall be amended (i) to delete Section 10.6(q)(vii) (and renumbering subsequent sections and cross references as applicable), and (ii) to add a new Section 10.6(q)(xvii) that reads as follows:

(xvii) Declaration of Trust Establishing Vanguard Fiduciary Trust Company Target Retirement 2060 Trust I, and

5. SCHEDULE I – PARTICIPATING EMPLOYERS. Effective January 1, 2012, the existing Schedule I listing participating employers shall be replaced with the attached Schedule I dated effective January 1, 2012.

6. SCHEDULE I – PARTICIPATING EMPLOYERS. Effective January 1, 2013, the existing Schedule I listing participating employers shall be replaced with the attached Schedule I dated effective January 1, 2013.

7. SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

2

SCHEDULE I

PARTICIPATING EMPLOYERS

(As of January 1, 2012)

Elavon, Inc.	58-1916822
Quasar Distributors, LLC	39-1982827
U.S. Bancorp Asset Management	41-2003732
U.S. Bancorp Fund Services, LLC	39-1939072
U.S. Bancorp Investments, Inc.	41-1233380
U.S. Bancorp Service Providers, LLC	39-2019998
U.S. Bank National Association	31-0841368
U.S. Bank National Association North Dakota	41-1881896
U.S. Bank Trust National Association SD	41-1899865
U.S. Bank Trust National Association	41-1973763
NFC Sahara Corporation	26-1540656
U.S. Bank Lending Support Services	26-1877892

SI-1

SCHEDULE I

PARTICIPATING EMPLOYERS

(As of January 1, 2013)

U.S. Bancorp	41-0255900
Elavon, Inc.	58-1916822
Quasar Distributors, LLC	39-1982827
U.S. Bancorp Asset Management	41-2003732
U.S. Bancorp Fund Services, LLC	39-1939072
U.S. Bancorp Investments, Inc.	41-1233380
U.S. Bancorp Service Providers, LLC	39-2019998
U.S. Bank National Association	31-0841368
U.S. Bank National Association North Dakota	41-1881896
U.S. Bank Trust National Association SD	41-1899865
U.S. Bank Trust National Association	41-1973763
NFC Sahara Corporation	26-1540656
U.S. Bank Lending Support Services	26-1877892

SI-1

SIXTEENTH AMENDMENT

OF

U.S. BANK 401(k) SAVINGS PLAN

(2002 Restatement)

The U.S. Bank 401(k) Savings Plan (2002 Restatement) (hereinafter referred to as the “Plan Statement”) is hereby amended as follows:

1. RECOGNIZED COMPENSATION. Effective January 1, 2012, Section 2.1.36(b )(ii) of the Plan Statement is amended (i) to delete “and” before the last provision (provision (x)), and (ii) to replace the period at the end of the Section with the following: “, and (xi) amounts of prizes (provided the prizes are not limited to non-highly compensated employees).”

2. RECOGNIZED COMPENSATION. Effective January 1, 2012, Section 2.1.36(f) of the Plan Statement is clarified to read in full as follows:

(f) Excluded Periods. Amounts processed coincident with and after the payroll update following the second payroll after a Participant’s termination of employment are excluded. Any amounts processed on and after that payroll update are excluded (even if dated as of a prior date).

3. LOAN RULES. Effective January 1, 2012, Section 7.6.6(f) of the Plan Statement is amended (i) to change the language in the first sentence that reads “unless the Participant’s termination of employment entitles him or her to receive severance payments from the Company” to read as follows:

unless (i) the Participant’s termination of employment entitles him or her to receive severance payments from the Company, or (ii) the Participant agrees to continue repaying the loan through direct debit of the Participant’s savings or checking account (under conditions determined by the Plan Sponsor).

and, (ii) to change the language in the last sentence that reads “the Participant’s termination of employment or, if applicable, the date the Company or its Affiliates pays the last regular severance payment to the Participant,” to read as follows:

the date of (i) the Participant’s termination of employment, (ii) the date the Company or its Affiliates pays the last regular severance payment to the Participant, or (iii) the date of the last direct debit of the Participant’s savings or checking account,

4. SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

1

EX-5.1

Exhibit 5.1

[Dorsey & Whitney LLP Letterhead]

June 21, 2013

U.S. Bancorp

800 Nicollet Mall

Minneapolis, MN 55402

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (“Registration Statement”) that you intend to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the purpose of registering:

(i) up to 1,050,000 shares (the “Executive DCP Shares”) of Common Stock that may be issued from time to time in connection with distributions from the U.S. Bancorp Executive Employees Deferred Compensation Plan and the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (the “2005 Executive DCP” and, together with the U.S. Bancorp Executive Employees Deferred Compensation Plan, the “Executive Plans”);

(ii) up to 80,000 shares (the “Director DCP Shares”) of Common Stock that may be issued from time to time in connection with distributions from the U.S. Bancorp Outside Directors Deferred Compensation Plan and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) (the “2005 Director DCP” and, together with the U.S. Bancorp Outside Directors Deferred Compensation Plan, the “Director Plans”);

(iii) up to $60,000,000 in aggregate value of deferred compensation obligations (“Executive DCP Obligations”), which represent unsecured obligations of the Company to pay deferred compensation to eligible participants in the future in accordance with terms of the 2005 Executive DCP; and

(iv) up to $2,100,000 in aggregate value of deferred compensation obligations (“Director DCP Obligations”), which represent unsecured obligations of the Company to pay deferred compensation to eligible participants in the future in accordance with terms of the 2005 Director DCP.

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We also have assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than U.S. Bancorp, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of U.S. Bancorp and of public officials.

Based on the foregoing, we are of the opinion that:

(i) the Executive DCP Shares to be issued by U.S. Bancorp to make distributions from the Executive Plans have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Executive Plans, will be validly issued, fully paid and nonassessable;

(ii) the Director DCP Shares to be issued by U.S. Bancorp to make distributions from the Director Plans have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Director Plans, will be validly issued, fully paid and nonassessable;

(iii) upon completion of the actions being taken, or contemplated to be taken, by U.S. Bancorp in administering the 2005 Executive DCP, the Executive DCP Obligations will be valid and binding obligations of U.S. Bancorp, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, garnishment or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; and

(iv) upon completion of the actions being taken, or contemplated to be taken, by U.S. Bancorp in administering the 2005 Director DCP, the Director DCP Obligations will be valid and binding obligations of U.S. Bancorp, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, garnishment or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

To the extent that the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pertain to provisions of the Executive Plans and Director Plans, such provisions comply with the ERISA requirements.

Our opinions expressed above are limited to the Delaware General Corporation Law.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Dorsey & Whitney LLP

SLFA/MOB

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the U.S. Bank 401(k) Savings Plan, the U.S. Bancorp Executive Employees Deferred Compensation Plan, the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement), the U.S. Bancorp Outside Directors Deferred Compensation Plan and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement), of our reports (a) dated February 22, 2013, with respect to the consolidated financial statements of U.S. Bancorp and the effectiveness of internal control over financial reporting of U.S. Bancorp, included in its Annual Report (Form 10-K) and (b) dated May 30, 2013, with respect to the financial statements and schedule of the U.S. Bank 401(k) Savings Plan included in the Plan’s Annual Report (Form 11-K), both for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

June 21, 2013

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard K. Davis, Andrew Cecere and James L. Chosy, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 registering (i) shares of common stock of U.S. Bancorp under the U.S. Bank 401(k) Savings Plan, the U.S. Bancorp Executive Employees Deferred Compensation Plan, the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement), the U.S. Bancorp Outside Directors Deferred Compensation Plan and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) and (ii) deferred compensation obligations of U.S. Bancorp under the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement), and any and all amendments including post-effective amendments, and to file the same, with all exhibits and other documents with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue of this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has signed below as of this 18th day of June, 2013.

/s/ Douglas M. Baker, Jr.	/s/ Olivia F. Kirtley
Douglas M. Baker, Jr., Director	Olivia F. Kirtley, Director
/s/ Y. Marc Belton	/s/ Jerry W. Levin
Y. Marc Belton, Director	Jerry W. Levin, Director
/s/ Victoria Buyniski Gluckman	/s/ David B. O’Maley
Victoria Buyniski Gluckman, Director	David B. O’Maley, Director
/s/ Arthur D. Collins, Jr.	/s/ O’dell M. Owens
Arthur D. Collins, Jr., Director	O’dell M. Owens, M.D., M.P.H., Director
/s/ Roland A. Hernandez	/s/ Craig D. Schnuck
Roland A. Hernandez, Director	Craig D. Schnuck, Director
/s/ Doreen Woo Ho	/s/ Patrick T. Stokes
Doreen Woo Ho, Director	Patrick T. Stokes, Director
/s/ Joel W. Johnson
Joel W. Johnson, Director