PRICING AGREEMENT

EXHIBIT 1.2

PRICING AGREEMENT

January 27, 2011

The Remarketing Agents listed on Schedule I

Ladies and Gentlemen:

     Reference is made to the Remarketing Agreement, dated as of January 27, 2011 (the “Remarketing Agreement”), among U.S. Bancorp, a Delaware corporation (the “Company”), Deutsche Bank Securities Inc. (“Deutsche Bank”), as Representative for the Remarketing Agents listed on Schedule A thereto (the “Remarketing Agents,” which expression shall include any institution(s) appointed as a Remarketing Agent in accordance with Section 7 thereof), and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Property Trustee of the Trust (the “Property Trustee”), in connection with the remarketing of the securities specified in Schedule II hereto (the “Remarketed Securities”).

     All of the provisions of the Remarketing Agreement are incorporated herein by reference in their entirety, and shall be deemed to be a part of this Pricing Agreement (this “Agreement”) to the same extent as if such provisions had been set forth in full herein. Each reference to the Remarketing Agents herein and in the provisions of the Remarketing Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Remarketing Agreement are used herein as therein defined.

     An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Remarketed Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the Remarketing Agreement incorporated herein by reference, the Company and the Remarketing Agents agree that: (i) final terms of the Remarketed Securities shall be as specified in Annex A hereto; (ii) pursuant to Section 1(i) of the Remarketing Agreement, the remarketing fee shall be 16.87 basis points (0.1687%) and (iii) “Applicable Time” means 4:00 p.m. (Eastern Time) on January 27, 2011.

     If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Remarketing Agreement incorporated herein by reference, shall constitute a binding agreement among each of the Remarketing Agents and the Company.

	Very truly yours, U.S. BANCORP
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Senior Vice President

2

Accepted as of the date hereof: DEUTSCHE BANK SECURITIES INC.
By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Managing Director

By:	/s/ Xxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxx
	Title:	Managing Director

Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Managing Director

Accepted as of the date hereof: U.S. BANCORP INVESTMENTS, INC.
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Managing Director

SCHEDULE I
TO PRICING AGREEMENT

Remarketing Agents

Deutsche Bank Securities Inc.
 

Credit Suisse Securities (USA) LLC
 

U.S. Bancorp Investments, Inc.
 

SCHEDULE II
TO PRICING AGREEMENT

Filed pursuant to Rule 433
January 27, 2011

Relating to
Preliminary Prospectus Supplement dated January 27, 2011 to
Prospectus Dated January 27, 2011
Registration Statement No. 333-150298

Final Term Sheet

$676,378,000

3.442% Remarketed Junior Subordinated Notes due 2016

Issuer:		U.S. Bancorp (“Issuer”)
Securities:		3.442% Remarketed Junior Subordinated Notes
		due 2016 (the “Remarketed Notes”)
Aggregate Principal Amount:		$676,378,000
Remarketed Principal Amount:		$676,378,000
Maturity Date:		February 1, 2016
Pricing Date:		January 27, 2011
Settlement Date:		February 1, 2011
Interest Payment Dates:		February 1 and August 1 of each year,
		beginning on August 1, 2011. Accrued and
		unpaid interest on the Remarketed Notes
		from, and including, the last interest
		payment date of October 15, 2010 to, but
		excluding, February 1, 2011 will be paid by
		the Issuer to the record holder of the
		Remarketed Notes as of January 15, 2011.
Security Ratings (Expected):		A2 (Xxxxx’x) / BBB+ (S&P) / A (Fitch) / AAL
		(DBRS)
Benchmark Treasury:		UST 2.125% due December 31, 2015

Benchmark Treasury Yield:		1.943%
Spread to Benchmark Treasury:		145 bps
Yield to Maturity:		3.393%
Reset Rate:		3.442%
Price to the Public:		100.2253%
Interest Deferral		The Issuer may on one or more occasions,
		defer the semi-annual interest payments on
		the Remarketed Notes at any time or from
		time to time. Any deferral period must end
		on an interest payment date and a deferral
		of interest payments cannot extend beyond
		the maturity date of the Remarketed Notes.
		At the end of a deferral period, the Issuer
		must pay all interest then accrued and
		unpaid, together with any interest on the
		accrued and unpaid interest, to the extent
		permitted by applicable law. Upon the
		termination of any deferral period, or any
		extension of the related deferral period,
		and the payment of all amounts then due, the
		Issuer may begin a new deferral period,
		subject to certain limitations.
		The Issuer will provide to the indenture trustee and
		the paying agent for the Remarketed Notes notice of
		its election to begin or extend a deferral period at
		least 10 business days prior to the date interest on
		the Remarketed Notes would have been payable except
		for the election to begin or extend the deferral
		period.
		During any such deferral period, the Issuer will be
		restricted, subject to certain exceptions, from
		making certain payments, including declaring or
		paying any dividends or making any distributions on,
		or redeeming, purchasing, acquiring or making a
		liquidation payment with respect to, shares of our
		capital stock.
CUSIP / ISIN:		902973 AV8 / US902973AV86
Remarketing Agents:		Deutsche Bank Securities Inc.
		Credit Suisse Securities (USA) LLC
		U.S. Bancorp Investments, Inc.

All terms used and not otherwise defined in this final term sheet have the respective meanings assigned to such terms in the preliminary prospectus supplement.

The Issuer has filed a registration statement, including a prospectus, and preliminary prospectus supplement, with the Securities and Exchange Commission for the remarketing to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this remarketing. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Issuer and any Remarketing Agent participating in the offering will arrange to send you the prospectus if you request by calling Deutsche Bank Securities Inc. toll free at 1 (800) 503-4611, Credit Suisse Securities (USA) LLC toll free at 1 (800) 221-1037 or U.S. Bancorp Investments, Inc. toll free at 1 (800) 888-4700 (option #3).

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