X0202 4 2007-01-15 0000036104 US BANCORP \DE\ USB 0001105789 GRUNDHOFER JERRY A U.S. BANCORP 800 NICOLLET MALL MINNEAPOLIS MN 55402 1 0 0 0 Restricted Stock Units 2007-01-15 4 D 0 371910 D Common Stock 371910 0 D Under the terms of Mr. Grundhofer's employment agreement and in connection with his retirement from U.S Bancorp, these restricted stock units were surrendered in exchange for an additional benefit under the U.S. Bancorp Non-qualified Retirement plan. The additional benefit has an actuarial value equivalent to the defined market value of the units surrendered, which was $34.54 per unit. Includes restricted stock units acquired on a quarterly basis since the original restricted stock unit grant on January 2, 2002 pursuant to a dividend resinvestment feature of the restrcited stock award. These restricted stock units vested on December 31, 2006, and would have been distributed in shares of common stock on a one-for-one basis on January 15, 2006. However, pursuant to his employment agreement, Mr. Grundhofer had previously elected to surrender these restricted stock units as described in footnote 1. Lee R. Mitau for Jerry A. Grundhofer 2006-01-17