EXHIBIT 99.4

                              FIRSTAR CORPORATION
                               COMMON STOCK PROXY
                      SOLICITED BY THE BOARD OF DIRECTORS
                    FOR THE SPECIAL MEETING OF SHAREHOLDERS

    The undersigned appoints Jerry A. Grundhofer and Jennie P. Carlson, or
either of them, with power of substitution to each, as attorney and proxy and
authorizes either of them to represent the undersigned at the Special Meeting of
Shareholders of Firstar Corporation to be held at the date, time and location
described on the reverse side, and at any applicable adjournment or postponement
thereof, and to vote, as designated below, all shares of Common Stock of Firstar
Corporation held as of record by the undersigned on December 15, 2000 and which
the undersigned would be entitled to vote at such Special Meeting, revoking all
former proxies.

 THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN AND THIS PROXY IS PROPERLY RETURNED, THIS
PROXY WILL BE VOTED FOR PROPOSAL NO. 1. PLEASE SIGN, DATE AND RETURN THIS PROXY
                       FORM USING THE ENCLOSED ENVELOPE.

IF YOU DO NOT VOTE BY TOUCH TONE PHONE OR INTERNET, PLEASE VOTE, SIGN THIS PROXY
          ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.

                           (SEE REVERSE SIDE TO VOTE)

           FIRSTAR NOW OFFERS THREE WAYS FOR YOU TO VOTE YOUR PROXY.

   AS A SHAREHOLDER, YOU CAN NOW HELP YOUR COMPANY SAVE BOTH TIME AND EXPENSE
         BY VOTING THIS PROXY OVER THE INTERNET OR BY TOUCH TONE PHONE.

                                 
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            OPTION 1:               Call toll free 1-800-214-9752 using a touch tone phone 24
        VOTE BY TELEPHONE           hours a day, 7 days a week. You will be asked to enter the
                                    information listed below. Then, if you wish to vote as
                                    recommended by the Board of Directors, simply press 1.
                                    That's all there is to it . . . end of call. If you do not
                                    wish to vote as the Board recommends, you need only respond
                                    to a few simple prompts. THERE IS NO CHARGE FOR THIS CALL.
                                    DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE.
                                    YOUR CONTROL NUMBER IS: [                    ]
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            OPTION 2:               Access www.voteyourproxy.com. Follow the simple
       VOTE ON THE INTERNET         instructions. DO NOT RETURN YOUR PROXY CARD IF YOU VOTE ON
                                    THE INTERNET.
                                    YOUR PROXY NUMBER IS: [                    ]
                                    YOUR ISSUE NUMBER IS: [                    ]
                                    YOUR ACCOUNT NUMBER IS: [                    ]
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            OPTION 3:               If you do not wish to vote by touch tone phone or the
       MAIL YOUR PROXY CARD         Internet, please complete and return the proxy card.
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          [GRAPHIC OF TELEPHONE]         [GRAPHIC OF PERSONAL COMPUTER]

              FIRSTAR CORPORATION SPECIAL MEETING OF SHAREHOLDERS
               TUESDAY, FEBRUARY 13, 2001 9:00 A.M. CENTRAL TIME
 THE PFISTER HOTEL, GRAND BALLROOM, 424 E. WISCONSIN AVE., MILWAUKEE, WI 53202

1.  Approval of the Agreement and Plan of Merger, dated as of October 3, 2000,
    as amended, by and between Firstar Corporation and U.S. Bancorp, and of the
    transactions contemplated thereby.

            / /  FOR            / /  AGAINST            / /  ABSTAIN

2.  With discretionary power upon any and all other business that may properly
    come before the meeting and upon matters incident to the conduct of the
    meeting.

Date:

                                           No. of Shares: ----------------------

---------------------------------          -------------------------------------

Check appropriate box and indicate changes below:

Address change?  / /

Name change?  / /                        ---------------------------------------

                                                   SIGNATURE(S) IN BOX

                                         Please sign exactly as your name
                                         appears on this proxy, giving your full
                                         title if signing as attorney or
                                         fiduciary. If shares are held jointly,
                                         each joint owner should sign. If a
                                         corporation, please sign in full
                                         corporate name by duly authorized
                                         officer. If a partnership, please sign
                                         in partnership name by authorized
                                         person.