8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 14, 2010

U.S. Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-6880	41-0255900
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
800 Nicollet Mall, Minneapolis, Minnesota		55402
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 651-466-3000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On October 14, 2010, U.S. Bancorp (the "Company") provided a notice to its executive officers and directors informing them of a blackout period for the Company’s 401(k) Savings Plan (the "Plan") and the trading restrictions that apply to them during the blackout period. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's Regulation BTR which prohibit trading in Company securities by executive officers and directors during blackout periods.

The blackout period is required to transition the Plan to a new investment fund structure. The blackout period will begin at 3:00 p.m. (Central time) on November 29, 2010 and will continue through December 12, 2010.

A copy of the notice to executive officers and directors is attached 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.

Exhibit Description

99.1 Notice of Blackout Period to Executive Officers and Directors of U.S. Bancorp dated October 14, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. Bancorp
October 14, 2010	By:	Lee R. Mitau
		Name: Lee R. Mitau
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Notice of Blackout Period to Executive Officers and Directors of U.S. Bancorp dated October 14, 2010.

EX-99.1

Notice of Blackout Period to Executive Officers and Directors of U.S. Bancorp
October 14, 2010

Federal securities laws require us to issue a notice to you when there are restrictions on participants in the U.S. Bank 401(k) Plan with respect to purchasing, selling or otherwise acquiring or transferring an interest in U.S. Bancorp stock for a period of three or more days. As some of you may know, we are making some changes to our 401(k) Plan with respect to the available investment funds. As a result of these changes, there will be restrictions on your trading U.S. Bancorp common stock from 3:00 p.m. Central time on November 29 through December 12 (the “Blackout Period”). Although this Blackout Period falls during a period in which your trading is already restricted under our trading window policy, we are required to provide you this Blackout Notice in order to comply with federal securities laws.

The changes to our 401(k) Plan involve simplifying and streamlining the investment fund structure to a mixture of passively managed index funds, actively managed funds and target retirement date funds. The primary changes will occur in December and will necessitate a period of time during which participants in the plan will not be able to transfer assets from most funds to other funds, and will not be able to obtain loans, payoff loans, or take distributions (including hardship distributions).

As an executive officer or director of U.S. Bancorp, during the time period that participants are restricted from trading in their 401(k) accounts, you are restricted from trading in U.S. Bancorp common stock. During the Blackout Period, you are prohibited from purchasing, selling or otherwise acquiring or transferring any of the company’s common stock (including exercising company stock options). These prohibitions apply to transactions by members of your immediate family who share your household, as well as by trusts, corporations and other entities whose stock ownership may be attributed to you. The trading prohibition does not apply to certain transactions, such as qualified Rule 10b5-1 trading plan transactions, bona fide gifts, and sales of company stock that was not acquired in connection with your service or employment as a director or officer (which you must be able to prove).

If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. If you have any questions regarding this notice please contact Laura Bednarski at 612-303-7815 or by mail at 800 Nicollet Mall, BC-MN-H210, Minneapolis, Minnesota 55402.