-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, e54QzWk1ed3WON/v3CQQqohDieJChQ4SL7pBTY3kjMtZevV2ZBn5zoVlUX9tK5Bm VYJxbfJbycUptkjEIobBOw== 0000037076-95-000003.txt : 19950515 0000037076-95-000003.hdr.sgml : 19950515 ACCESSION NUMBER: 0000037076-95-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950210 EFFECTIVENESS DATE: 19950301 SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTAR CORP /WI/ CENTRAL INDEX KEY: 0000037076 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 390711710 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57657 FILM NUMBER: 95508515 BUSINESS ADDRESS: STREET 1: 777 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147654985 MAIL ADDRESS: STREET 1: 777 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WISCONSIN CORP DATE OF NAME CHANGE: 19890124 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WISCONSIN BANKSHARES CORP DATE OF NAME CHANGE: 19750204 S-8 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 _____________ FIRSTAR CORPORATION (Exact name of Registrant as specified in its charter) _____________ Wisconsin 6022 39-0711710 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code No.) Identification incorporation or No.) organization) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (414) 765-4321 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________ Firstar Corporation 1988 Incentive Stock Plan For Key Employees (Full title of the plan) _____________ Howard H. Hopwood III, Esq., Senior Vice President & General Counsel Firstar Corporation 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (414) 765-5977 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________ CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of each class Amount offering aggregate Amount of of Securities to be to be price per offering registration registered (1) registered unit (1) price (1) fee (2) Common Stock ($1.25 par 3,292,265 $28.375 $93,418,000 $29,353 value) .... Shares Preferred Share Purchase 1,646,133 (3) (3) (3) Rights .... Rights (1) Estimated pursuant to Rules 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based upon the average of the high and the low prices for Firstar Corporation Common Stock in the consolidated reporting system on February 8, 1995. (2) This Registration Statement covers the registration of 3,000,000 shares of Common Stock of Firstar Corporation in addition to 292,265 shares previously registered under Registration No. 33-38830. Pursuant to General Instruction E of Form S-8, the registration fee is calculated and payable only with respect to the 3,000,000 additional shares. (3) The value attributable to the Preferred Share Purchase Rights is reflected in the market price of the Firstar Corporation Common Stock to which the Rights are attached. Part II Information Required In The Registration Statement Registration of Additional Securities. This Registration Statement covers additional shares of Firstar common stock relating to the Firstar Corporation Incentive Stock Plan for Key Employees (the "Plan") for which a registration statement on Form S-8 relating to the Plan is effective. The contents of Registration Statement No. 33-38830 are incorporated by reference into this Registration Statement. Item 5. Interests of Named Experts and Counsel. Howard H. Hopwood, III, Esq., Senior Vice President and General Counsel of Firstar, has acted as legal counsel for Firstar in connection with the registration of the Common Stock. Mr. Hopwood is a full-time employee of Firstar and at December 31, 1994 beneficially owned approximately 20,048 shares of Common Stock, held Options to acquire 34,800 shares of Common Stock under the Plan and held performance shares which could entitle him to receive up to 2,652 shares of Common Stock under the Plan. Item 8. Exhibits. (5) Opinion of Howard H. Hopwood, III, Esq., as to the legality of the securities being registered. (23)(a) Consent of Howard H. Hopwood, III, Esq. (contained in Exhibit 5). (23)(b) Consent of KPMG Peat Marwick. (24)(a) Certified copy of Resolutions of the Board of Directors of the Registrant. (24)(b) Powers of Attorney. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Milwaukee and State of Wisconsin on February 10, 1995. FIRSTAR CORPORATION By: ROGER L. FITZSIMONDS * ------------------------------- Roger L. Fitzsimonds, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date ROGER L. FITZSIMONDS * Chairman of the Board, Chief February 10, 1995 Roger L. Fitzsimonds Executive Officer and Director (principal executive officer) JOHN A. BECKER * President and Director February 10, 1995 John A. Becker WILLIAM H. RISCH * Senior Vice President-Finance February 10, 1995 William H. Risch and Treasurer (principal accounting and financial officer) Director Robert C. Buchanan MICHAEL E. BATTEN * Director February 10, 1995 Michael E. Batten GEORGE M. CHESTER, JR. * Director February 10, 1995 George M. Chester, Jr. ROGER H. DERUSHA * Director February 10, 1995 Roger H. Derusha JAMES L. FORBES * Director February 10, 1995 James L. Forbes HOLMES FOSTER * Director February 10, 1995 Holmes Foster JOSEPH F. HEIL, JR. * Director February 10, 1995 Joseph F. Heil, Jr. Signature Title Date JOHN H. HENDEE, JR. * Director February 10, 1995 John H. Hendee, Jr. JERRY M. HIEGEL * Director February 10, 1995 Jerry M. Hiegel JOE HLADKY * Director February 10, 1995 Joe Hladky Director C. Paul Johnson JAMES H. KEYES * Director February 10, 1995 James H. Keyes SHELDON B. LUBAR * Director February 10, 1995 Sheldon B. Lubar DANIEL F. McKEITHAN, JR. * Director February 10, 1995 Daniel F. McKeithan, Jr. GEORGE W. MEAD, II * Director February 10, 1995 George W. Mead, II GUY A. OSBORN * Director February 10, 1995 Guy A. Osborn JUDITH D. PYLE * Director February 10, 1995 Judith D. Pyle CLIFFORD V. SMITH, JR. * Director February 10, 1995 Clifford V. Smith, Jr. Director William W. Wirtz By: WILLIAM J. SCHULZ ----------------------------------- William J. Schulz Attorney-in-Fact _______________ *Pursuant to authority granted by powers of attorney filed with the Registration Statement. Exhibit Index Firstar Corporation 1988 Incentive Stock Plan for Key Employees Page No. in Registration Exhibit No. Exhibit Statement (5) Opinion of Howard H. Hopwood, III, 6 Esq., as to the legality of the securities being registered. (23)(a) Consent of Howard H. Hopwood, III, 6 Esq. (contained in Exhibit 5). (23)(b) Consent of KPMG Peat Marwick. 8 (24)(a) Certified Resolution of the 9 Board of Directors. (24)(b) Powers of Attorney. 10 EX-5 2 LEGAL OPINION Exhibit (5) February 1, 1995 Firstar Corporation 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Firstar Corporation (the "Corporation") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the Corporation's 3,292,265 shares of Common Stock, $1.25 par value ("Common Stock"), and related preferred share purchase rights (the "Rights") which may be issued pursuant to the Firstar Corporation 1988 Incentive Stock Plan for Key Employees (the "Plan"). As Senior Vice President and General Counsel of the Corporation, I am familiar with the Corporation's Restated Articles of Incorporation and By-Laws, as amended, and with its affairs. I also have examined, or caused to be examined, (i) the Plan; (ii) a signed copy of the Registration Statement; (iii) resolutions of the Corporation's Board of Directors adopted on January 22, 1987; (iv) a resolution adopted by the Corporation's shareholders on April 16, 1987; (v) a resolution adopted by the Corporation's shareholders on April 19, 1990; (vi) a resolution adopted by the Corporation's shareholders on April 21, 1994; and (vii) such other proceedings, documents and records as I have deemed necessary or appropriate to enable me to render this opinion. Based on the foregoing, it is my opinion that: 1. The Corporation is a corporation duly organized and validly existing under the laws of the State of Wisconsin. 2. The Common Stock, when issued and paid for in the manner set forth in the Plan and assuming that the consideration received by the Corporation is not less than the par value of the shares of Common Stock issued, will be validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof, except with respect to wage claims of employees of the Corporation for services performed not to exceed six months' service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Statutes and judicial interpretations of such provision. 3. The Rights to be issued with the Common Stock have been duly and validly authorized by all corporate action. I consent to the use of this opinion as Exhibit 5 to the Registration Statement, and I further consent to the use of my name in the Registration Statement. In giving this consent, I do not admit that I am an "expert" within the meaning of Section 11 of the Securities Act, or within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder. Very truly yours, /s/ Howard H. Hopwood Howard H. Hopwood Senior Vice President and General Counsel HHH/mf EX-23 3 CONSENT OF KPMG Exhibit (23)(b) The Board of Directors Firstar Corporation: We consent to use of our report incorporated herein by reference. KPMG Peat Marwick LLP Milwaukee, Wisconsin February 10, 1995 EX-24 4 CERTIFIED RESOLUTIONS Exhibit (24)(a) Firstar Corporation Certificate of Secretary I, William J. Schulz, Senior Vice President and Secretary of Firstar Corporation, a Wisconsin corporation (the "Corporation"), hereby certify that the following resolution is a true and correct copy of a resolution adopted by the Board of Directors of the Corporation on April 21, 1994 at a meeting duly called and held at which a quorum was present and acted throughout, and such resolution has not been amended or modified, or rescinded or revoked and is in full force and effect on the date hereof. 1988 Incentive Stock Plan for Key Employees Registration of Additional Shares of Common Stock For Issuance Under the Plan Authorization of Power of Attorney RESOLVED, that each officer and director who may be required to sign and execute any such Registration Statement or any amendment thereto or document in connection therewith (whether for and on behalf of the Corporation, or as an officer or director of the Corporation, or otherwise), be and hereby is authorized to execute a power of attorney appointing Roger L. Fitzsimonds, William H. Risch, and William J. Schulz, and each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place and stead in any such capacity any such Registration Statement and any and all amendments (including post-effective amendments) thereto and documents in connection therewith, and to file the same with the Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such power of attorney, every act whatsoever which such attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as such officers or directors might or could do in person. IN WITNESS WHEREOF, I have signed my name and affixed the seal of the Corporation this 1st day of February, 1995. /s/ William J. Schulz [SEAL] ______________________________ William J. Schulz, Senior Vice President and Secretary EX-23 5 POWERS OF ATTORNEY POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 25th day of April, 1994. /s/ Roger L. Fitzsimonds _____________________________ Roger L. Fitzsimonds POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 25 day of April, 1994. /s/ John A. Becker _____________________________ John A. Becker POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 27th day of April, 1994. /s/ William H. Risch ____________________________ William H. Risch POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Michael E. Batten _____________________________ Michael E. Batten POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ George M. Chester, Jr. _____________________________ George M. Chester, Jr. POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Roger H. Derusha _____________________________ Roger H. Derusha POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ James L. Forbes _____________________________ James L. Forbes POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Holmes Foster _____________________________ Holmes Foster POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21 day of April, 1994. /s/ Joseph F. Heil, Jr. _____________________________ Joseph F. Heil, Jr. POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ John H. Hendee, Jr. _____________________________ John H. Hendee, Jr. POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Jerry M. Hiegel _____________________________ Jerry M. Hiegel POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21 day of April, 1994. /s/ Joe F. Hladky _____________________________ Joe F. Hladky POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21 day of April, 1994. /s/ James H. Keyes _____________________________ James H. Keyes POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 25 day of April, 1994. /s/ Sheldon B. Lubar _____________________________ Sheldon B. Lubar POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Daniel F. McKeithan _____________________________ Daniel F. McKeithan POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ George W. Mead _____________________________ George W. Mead POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Guy A. Osborn _____________________________ Guy A. Osborn POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Judith D. Pyle _____________________________ Judith D. Pyle POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENT FIRSTAR CORPORATION 1988 INCENTIVE STOCK PLAN FOR KEY EMPLOYEES KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger L. Fitzsimonds, William H. Risch and William J. Schulz, and each of them, severally his or her true and lawful attorney and agent at any time and from time to time to do any and all acts and things and execute, in his or her name, as an officer or director of Firstar Corporation, any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Firstar Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement relating to shares of its Common Stock and related Preferred Share Purchase Rights to be issued under the Firstar Corporation 1988 Incentive Stock Plan for Key Employees, including specifically but without limitation thereto, power and authority to sign his or her name, as an officer or director of Firstar Corporation, to such Registration Statement and to such amendments (including post-effective amendments) to the Registration Statement filed or to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Prospectuses, filed therewith, and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorneys and agents, and each of them, shall do or cause to be done by virtue hereof. Any one of said attorneys and agents shall have, and may exercise, all the powers hereby conferred. IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on the 21st day of April, 1994. /s/ Clifford V. Smith, Jr. _____________________________ Clifford V. Smith, Jr. -----END PRIVACY-ENHANCED MESSAGE-----